SMITH HAYES TRUST INC
N-30D, 1996-08-23
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                             SMITH HAYES TRUST, INC.


                                 CAPITAL BUILDER
                                   CONVERTIBLE
                                    SMALL CAP
                             GOVERNMENT/QUALITY BOND

                                  ANNUAL REPORT
                                  JUNE 30, 1996

<PAGE>


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

           Comparison Graphs
               Capital Builder Fund.....................................   2
               Convertible Fund.........................................   3
               Small Cap Fund...........................................   4
               Government/Quality Bond Fund.............................   5

           Independent Auditors' Report.................................   6

           Schedule of Investments
               Capital Builder Fund.....................................   7
               Convertible Fund.........................................  10
               Small Cap Fund...........................................  13
               Government/Quality Bond Fund.............................  17

           Statement of Assets and Liabilities..........................  18

           Statement of Operations......................................  19

           Statements of Changes in Net Assets
               Capital Builder Fund.....................................  20
               Convertible Fund.........................................  20
               Small Cap Fund...........................................  21
               Government/Quality Bond Fund.............................  21


           Financial Highlights
               Capital Builder Fund.....................................  22
               Convertible Fund.........................................  23
               Small Cap Fund...........................................  24
               Government/Quality Bond Fund.............................  25

           Notes to Financial Statements................................  26


<PAGE>

SMITH HAYES TRUST, INC.

Fellow Shareholders:

Fiscal 1996 was an eventful year for the financial  markets as well as the SMITH
HAYES  Trust,  Inc.  On  August  24,  1995,   Conley  Investment   Partners  Ltd
consolidated  with the Asset  Allocation,  Balanced and Value portfolios to form
the Capital  Builder Fund under the banner of the SMITH HAYES  Trust.  Presently
five separate funds, plus a Money Market fund are offered within the SMITH HAYES
Trust.  These funds are designed to meet different  investment  objectives along
the risk/reward  spectrum.  The specifics of the Capital  Builder,  Convertible,
Small Cap and  Government  Quality  Bond  Funds  are  included  in this  report.
Separate reports are available on the Nebraska Tax Free and Institutional  Money
Market Funds.

In fiscal 1996, while the stock market extended the rally which began in January
1995, the bond market  evidenced  diverse  trends.  During the first half of the
fiscal year  interest  rates  declined and in January the trend was reversed and
rates increased steadily. At the present time, the yield on the 10 year Treasury
is  approximately  6.90% as compared to 5.60% at the  beginning  of the calendar
year and 6.20% a year ago. The increase in yields is  attributed to the market's
fear that  economic  growth is  excessive  and  concerns  about what the Federal
Reserve Board will do.

A handful of the 58 economists who  participated  in a recent survey by the Wall
Street Journal are forecasting a declining rate of growth in GDP (Gross Domestic
Product) during the second half of 1996 and negative growth in the first half of
1997.  However,  the vast  majority of  economists  continue to forecast  steady
growth in the  economy.  The average  estimated  rate of growth is 2.25% for the
July - December period slowing to 1.90% in the first half of next year. The rate
of inflation is expected to remain around the current level of 2.8% - 3.0%

Our mission as managers is to position the  portfolios so that each of the Funds
will provide the most favorable  long-term  return in conjunction  with specific
objectives of the respective portfolio.

In September,  we will begin utilizing the name Lancaster Funds. We believe this
is a strong  name which  reflects  the  diversity  of the funds.  This is a name
change only and will not affect any investment  objectives or policies of any of
the funds in the Series.

Following are comments on each of the funds. Please do not hesitate to call your
SMITH HAYES Trust representative if you have any questions.

Sincerely,



John H. Conley, CFA                                                July 25, 1996

<PAGE>


CAPITAL BUILDER FUND

OBJECTIVE:
Capital  Builder Fund has as a primary  investment  objective to seek  long-term
capital appreciation with a secondary objective of providing current income. The
Fund  invests  in a  diversified  portfolio  of  common  and  preferred  stocks,
convertible  securities,  U.S.  Government  Securities,  repurchase  agreements,
mortgage-backed   securities,   corporate  debt  securities,  and  money  market
instruments.  At least 65% of the Fund's total assets will be invested in common
and preferred stocks and securities convertible into common stocks.

PERFORMANCE REVIEW:
On  June  30,  1996  the  net  asset  value  of the  Fund  was  $11.98  and  the
inception-to-date  performance  was +20.2% versus +22.6% for the index,  the S&P
500. The Fund is broadly  diversified  among  industries  and companies so as to
reduce its exposure to certain  investment  and market  risks.  Some  individual
companies  that provided  significant  performance  to the Fund included  Harley
Davidson,  Gillette,  and Sears.  The steel industry has under performed the S&P
500 and actually has negative performance since December, 1995. The Fund's basic
industry sector includes steel companies but this sector represents less than 5%
of the total  portfolio.  Performance  for the Fund  versus the S&P 500 is shown
below:











                                [GRAPHIC OMITTED]


    Comparison of change in value of $10,000  investment  in Capital Builder
and the S&P 500


Avg. Annual Return                           06/30/96 Value
1 year        -                     Capital Builder          $12,022.97
Inception   24.14%                  Lehman Bros. Municipal   $12,269.54


Past performance is not predictive of future performance.
For the period August 24, 1995 (inception) through June 30, 1996.


<PAGE>


CONVERTIBLE FUND

OBJECTIVE:
The  Convertible  Fund has the investment  objective of  preservation of capital
while  maximizing  total return (a combination  of capital  gains,  interest and
dividends) by investing in a portfolio of convertible  corporate debt securities
and/or convertible preferred stock. In seeking to accomplish its objective,  the
Fund normally invest at least 65% of its total assets in a diversified portfolio
of  convertible  securities,  primarily  bonds and  preferred  stocks  which are
convertible into common stock.

PERFORMANCE REVIEW:
For the fiscal year ended June 30, 1996 the Fund performed  quite well returning
+17.6% versus its benchmark of the First Boston Convertible  Securities Index of
+16.4%.  The strong  showing  from the equity  market in  calendar  1995 meant a
realignment of the portfolio in the second half of the fiscal year. A portion of
the  portfolio's  stock  weighting,   which  had  grown  through  the  call  and
conversation  of the several  convertibles  as well as  appreciation of selected
equities, were liquidated.  The Fund's weighting in both investment-grade issues
and zero-coupon  convertibles was increased during the second half of the fiscal
year to  maintain a proper  risk/reward  balance in the  portfolio  while  still
allowing for good equity  participation  in the market.  The Fund's  performance
versus its benchmark is listed below.






                                [GRAPHIC OMITTED]

    Comparison of change in value of $10,000  investment  in Convertible
and the First Boston Convertible Securities Index 


Avg. Annual Return                              06/30/96 Value
1 year      17.60%  
5 year      12.53%                  Convertible                  $20,266.04
Inception    9.20%                  First Boston Convert. Sec.   $24,655.43



Past performance is not predictive of future performance.
For the period June 23, 1988 (inception) through June 30, 1996.


<PAGE>


SMALL CAP FUND

OBJECTIVE:
Small Cap Fund has an investment  objective of long-term  capital  appreciation.
The Fund will normally invest at least 90% of its assets (excluding Money Market
Instruments) in stocks of companies which have market capitalizations of between
$50 million and $2 billion,  with the  average  market  capitalization  of these
companies  owned by the Fund in the aggregate  normally  between $350 million to
$600 million.  Market  capitalization is determined by multiplying the per share
market value of a company's shares by the total number of shares outstanding.

The Fund's  investment  strategy  is  referred  to as  "growth  at a  discount".
Companies  considered  for inclusion in the portfolio will show an above average
growth, in general trade at a discount to the S&P 500 price-earnings ratio, have
consistent  positive historical earnings over the last three to five years, have
debt to capital  ratios of 35% or less,  and either have cash  exceeding  10% of
shareholder  equity,  employee ownership exceeding 10% or are currently paying a
dividend.

PERFORMANCE REVIEW:
The Fund's  performance  for the fiscal year was +22.33% versus the Russell 2000
index return of +23.86% for the same time period.  In the latest  quarter (March
31 to June 30) the Fund outperformed its benchmark +5.46% versus +5.00% and also
outperformed  it for the latest six months,  (December to June)  +12.28%  versus
+10.40%.




                                [GRAPHIC OMITTED]

    Comparison of change in value of $10,000  investment  in Small Cap
and the Russell 2000 


Avg. Annual Return                           06/30/96 Value
1 year      22.33%                  Small Cap       $17,560.70
Inception   15.13%                  Russell 2000    $19,570.38



Past performance is not predictive of future performance.
For the period July 1, 1992 (inception) through June 30, 1996.


<PAGE>



GOVERNMENT/QUALITY BOND FUND

OBJECTIVE:
The  investment  objective  of the  Government/Quality  Bond Fund is income  and
capital appreciation  consistent with preservation of capital. The Fund attempts
to achieve its  objective by  investing  solely in U.S.  Government  Securities,
repurchase agreements on U.S. Government Securities, and corporate bonds rated A
or better by  Moody's  or  Standard & Poor's.  Except  for  temporary  defensive
investment situations when the Fund will invest in Money Market instruments, the
Fund will normally maintain at least 65% of its total assets in U.S.  Government
Securities  and no more  than  10% in  corporate  bonds  rated A by  Moody's  or
Standard & Poor's. The Fund's average maturity of all U.S. Government Securities
and corporate bonds will not exceed ten years.

PERFORMANCE REVIEW:
The bond market  exhibited  diverse trends over the past year.  During the first
half of the fiscal year  interest  rates  declined  but in January the trend was
reversed and rates steadily increased.  At the present time, the yield on the 10
year Treasury is  approximately  6.90% compared to 5.60% at the beginning of the
calendar year and 6.20% a year ago. The Fund returned  +2.83% versus the Merrill
Lynch U.S. Treasury Intermediate-Term Bond Index return of +4.87% for the fiscal
year. The Fund's performance is shown below:








                                [GRAPHIC OMITTED]

    Comparison of change in value of $10,000  investment in Govnernment/Quality
Bond and the Merrill Lynch U.S. Treasury Intermediate-Term Bond 


Avg. Annual Return                                             06/30/96 Value
1 year      2.83%   
5 year      6.66%           Government/Quality Bond                   $10,698.79
Inception   7.18%           Merrill Lynch U.S. Trea. Inter-Term Bond  $11,624.31



Past performance is not predictive of future performance.
For the period June 23, 1988 (inception) through June 30, 1996.


<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 Capital  Builder,  Convertible,  Small Cap, and  Government/Quality  Bond
Funds) as of June 30, 1996,  the related  statement of  operations  for the year
then ended and statements of changes in net assets and the financial  highlights
for the years  ended June 30,  1996 and 1995.  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 audits.  The  financial  highlights  for the
period July 1, 1991, (except for the Small Cap Fund, 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 financial highlights.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30,  1996 by  correspondence  with the  custodian  and  brokers.  An audit  also
includes assessing the accounting principles used and significant estimates made
by   management  as  well  as  evaluating   the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  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,
1996, the results of its operations for the year then ended,  and the changes in
its net assets and the  financial  highlights  for the years ended June 30, 1996
and 1995, in conformity with generally accepted accounting principles.


Deloitte & Touche LLP
Lincoln, Nebraska
July 22, 1996


<PAGE>


                            SMITH HAYES TRUST, INC.
                            Schedule of Investments
                                 June 30, 1996

                              CAPITAL BUILDER FUND

                                                        Percent
                                                         of Net           Market
    Shares                                               Assets            Value
- --------------                                         --------         --------
                           Common Stock         88.18%
                           ------------         ------

               Cosmetics/Personal Care                    3.29%
               -------------------------------------------------
    4,500      Gillette Company                                         $280,687
                                                                        --------

               Electrical Equipment                       4.14%
               -------------------------------------------------
    6,000      Duracell International, Inc.                              258,750
    6,000      Pacific Scientific Company                                 94,500
                                                                        --------
                                                                         353,250
                                                                        --------
               Electronics                                7.37%
               -------------------------------------------------
    4,000      General Electric Company                                  346,000
    4,500      Motorola, Inc.                                            282,938
                                                                        --------
                                                                         628,938
                                                                        --------
               Entertainment/Leisure                      3.38%
               -------------------------------------------------
    7,000      Harley-Davidson, Inc.                                     287,875
                                                                        --------

               Financial Services                        10.65%
               -------------------------------------------------
    3,990      Chase Manhattan Corporation                               281,794
    3,700      Federal Home Loan Mortgage Corporation                    316,350
    1,300      Wells Fargo & Company                                     310,537
                                                                        --------
                                                                         908,681
                                                                        --------
               Food-Processing                            3.46%
               ------------------------------------------------
    6,500      ConAgra, Inc.                                             294,938
                                                                        --------


               Household Products/Wares                   4.31%
               ------------------------------------------------
   12,000      Newell Company                                            367,500
                                                                        --------

<PAGE>


                            SMITH HAYES TRUST, INC.
                      Schedule of Investments (Continued)

                              CAPITAL BUILDER FUND

                                                        Percent
                                                         of Net           Market
    Shares             Common Stock (Continued)          Assets            Value
- ----------       -----------------------------------    -------          -------

               Insurance                                  5.94%
               -------------------------------------------------
    9,700      Integon Corporation                                      $195,213
    4,000      MBIA, Inc.                                                311,500
                                                                        --------
                                                                         506,713
                                                                        --------
               Iron/Steel                                 4.34%
               -------------------------------------------------
   14,750      Kentucky Electric Steel, Inc.*                            119,844
   12,000      Worthington Industries, Inc.                              250,500
                                                                        --------
                                                                         370,344
                                                                        --------
               Machine-Diversified                        6.60%
               -------------------------------------------------
    6,100      Briggs & Stratton Corporation                             250,863
    7,500      Thermo Electron Corporation*                              312,187
                                                                        --------
                                                                         563,050
                                                                        --------
               Manufacturing                              7.04%
               -------------------------------------------------
    4,000      Eastman Kodak Company                                     311,000
   12,000      Pall Corporation                                          289,500
                                                                        --------
                                                                         600,500
                                                                        --------

               Office/Business                            3.70%
               -------------------------------------------------
    6,600      Pitney-Bowes, Inc.                                        315,150
                                                                        --------


               Oil/Gas                                    6.68%
               -------------------------------------------------
    7,171      Coastal Corporation                                       299,389
    8,000      Unocal Corporation                                        270,000
                                                                        --------
                                                                         569,389
                                                                        --------
               Pharmaceutical/Medical                     3.79%
               -------------------------------------------------
    5,000      Merck & Company, Inc.                                     323,125
                                                                        --------


* Indicates nonincome-producing security.


<PAGE>


                            SMITH HAYES TRUST, INC.
                      Schedule of Investments (Continued)

                              CAPITAL BUILDER FUND

                                                        Percent
                                                         of Net           Market
   Shares              Common Stock (Continued)          Assets            Value
- ----------       ---------------------------------     ---------       ---------

               Publishing/Printing                        3.06%
               -------------------------------------------------
    7,000      Belo (A. H.) Corporation Series A                      $  260,750
                                                                        --------


               Real Estate                                3.73%
               -------------------------------------------------
   13,000      Simon Property Group, Inc.                                318,500
                                                                        --------


               Restaurant/Food Service                    3.56%
               -------------------------------------------------
    6,500      McDonald's Corporation                                    303,875
                                                                        --------


               Retail Store/Apparel                       3.14%
               -------------------------------------------------
    5,500      Sears Roebuck & Company                                   267,437
                                                                        --------
                  Total Common Stock                                   7,520,702
                                                                       ---------


               Closed-End Management Company              3.31%
               -------------------------------------------------
   16,000      Global Health Sciences Fund*                              282,000
                                                                        --------


         Total Investment in Securities (cost $6,121,461)  91.49%     7,802,702
           Cash Equivalents                                 8.53%       727,270
           Other Assets, Less Liabilities                 (  .02%)     ( 1,433)
                                                          --------    ---------
           NET ASSETS                                     100.00%    $8,528,539
                                                          ========   ==========



* Indicates nonincome-producing security.

See accompanying notes to financial statements.


<PAGE>


                            SMITH HAYES TRUST, INC.
                            Schedule of Investments
                                 June 30, 1996

                                CONVERTIBLE FUND

                                                         Percent
  Principal                                              of Net         Market
   Amount                                                Assets          Value
- ----------                                              -------        --------

                             Convertible Debentures      51.74%
               -------------------------------------------------
     25,000       All American Communications 6.50%, due 10/1/03         $22,625
     35,000       Alza Corporation 5.00%, due 5/1/06                      34,038
     35,000       Apache Corporation 6.00%, due 1/15/02                   42,044
     50,000       Automatic Data Processing, Inc. 0%, due 2/20/12         25,688
     16,000       Big B Inc., 6.50%, due 3/15/03                          15,400
     20,000       Carnival Cruise Lines, Inc. 4.50%, due 7/1/97           33,250
     24,000       Cooper Industries, Inc. 7.05%, due 1/1/15               25,920
     45,000       Elan International 0%, due 10/16/12                     28,069
     80,000       Fremont General Corporation 0%, due 10/12/13            37,200
     12,000       Gencorp, Inc. 8.00%, due 8/1/02                         13,020
     35,000       Hasbro, Inc. 6.00%, due 11/15/98                        43,400
     30,000       HFS, Inc. 4.75%, due 3/1/03                             37,050
     23,000       Integrated Device Technology, Inc. 5.50%, due 6/1/02    18,170
     30,000       Interpublic Group, Inc. 3.75%, due 4/1/02               31,162
     32,000       Ivax Corporation 6.50%, due 11/15/01                    28,480
     25,000       LDDS Communications 5.00%, due 8/15/03                  36,500
     60,000       Motorola, Inc. 0%, due 9/27/13                          46,875
     40,000       Nabors Industries, Inc. 5.00%, due 5/15/06              44,800
    100,000       News Corporation 0%, due 3/11/13                        49,250
     36,000       Pennzoil Company 4.75%, due 10/1/03                     38,700
     95,000       RPM, Inc. 0%, due 9/30/12                               41,325
     40,000       Thermo Electron Corporation 4.25%, due 1/1/03           49,400
     90,000       Time Warner, Inc. 0%, due 6/22/13                       37,012
    140,000       USF&G Corporation 0%, due 3/3/09                        82,600
    130,000       U.S. Cellular  0%, due 6/15/15                          44,200
     25,000       Varlen Corporation 6.50%, due 6/1/03                    26,000
                                                                         -------
                      Total Convertible Debentures                       932,178
                                                                         -------


<PAGE>


                            SMITH HAYES TRUST, INC.
                      Schedule of Investments (Continued)

                                CONVERTIBLE FUND

                                                       Percent
                                                       of Net           Market
   Shares                                              Assets            Value
- -----------                                           ----------     ----------

                                 Preferred Stock         19.39%
               -------------------------------------------------

               Auto/Trucks                                2.35%
               -------------------------------------------------
       400     Ford Motor Company, $4.20 Prfd Series A                 $  42,400
                                                                         -------

               Financial Services                         5.63%
               -------------------------------------------------
      500      Ahmanson (H.F.) & Company, 6% Prfd Series D                29,687
      250      Banc One Corporation, $3.50 Prfd Series C                  16,687
      550      First Chicago NBD Corporation, $5.75 Prfd Series B         36,644
      200      Travelers, Inc., $2.75 Prfd Series B                       18,400
                                                                         -------
                                                                         101,418
                                                                         -------
               Food/Beverage/Tabacco                      2.56%
               -------------------------------------------------
    7,100      RJR Nabisco Holdings Corporation, 9% Prfd Series C         46,150
                                                                         -------


               Metals/Mining                              1.21%
               -------------------------------------------------
      400      Cyprus Amax Mineral Company, $4 Prfd Series A              21,800
                                                                         -------


               Oil/Gas                                    4.45%
               -------------------------------------------------
    1,200      Lomak Petroleum, Inc., $2.03 Prfd Series C                 48,600
      600      Valero Energy Corporation, $3.125 Prfd                     31,500
                                                                         -------
                                                                          80,100
                                                                         -------

               Packaging/Container                        1.67%
               -------------------------------------------------
      500      Sonoco Products Company, $2.25 Prfd Series A               30,125
                                                                         -------


               Telecommunications                         1.52%
               -------------------------------------------------
    1,000      US West, Inc. 7.625% Pfrd 12/15/98 Series A                27,375
                                                                         -------

                  Total Preferred Stock                                  349,368
                                                                         -------
* Indicates nonincome-producing security.


<PAGE>


                            SMITH HAYES TRUST, INC.
                      Schedule of Investments (Continued)

                                CONVERTIBLE FUND

                                                         Percent
                                                         of Net           Market
    Shares                                              Assets             Value
- ------------                                           -------          --------

                                  Common Stock           16.06%
               -------------------------------------------------

               Chemical/Drug                              3.58%
               -------------------------------------------------
    1,400      Carter-Wallace, Inc.                                    $  20,475
      800      Warner-Lambert Company                                     44,000
                                                                         -------
                                                                          64,475
                                                                         -------
               Computers                                  1.11%
               -------------------------------------------------
    1,700      Telxon Corporation                                         19,975
                                                                         -------

               Leisure                                    1.37%
               -------------------------------------------------
    1,000      WMS Industries, Inc.*                                      24,625
                                                                         -------

               Manufacturing                              2.46%
               -------------------------------------------------
    1,100      Lindsay Manufacturing Company                              44,275
                                                                         -------

               Restaurant/Food Service                    2.22%
               -------------------------------------------------
    2,420      Consolidated Products, Inc.*                               39,930
                                                                         -------

               Telecommunications                         1.47%
               -------------------------------------------------
    1,500      Alcatel Alsthom ADS                                        26,438
                                                                         -------

               Transportation                             3.85%
               -------------------------------------------------
      316      AMR Corporation                                            28,756
      507      Delta Air Lines, Inc.                                      40,877
                                                                         -------
                                                                          69,633
                                                                         -------

                  Total Common Stock                                     289,351


           Total Investment in Securities(cost $1,463,957)  87.19%     1,570,897
           Cash Equivalents                                 12.51%       225,487
           Other Assets, Less Liabilities                    0.30%         5,442
                                                          -------     ----------
           NET ASSETS                                      100.00%    $1,801,826
                                                          =======     ==========

* Indicates nonincome-producing security.

See accompanying notes to financial statements.


<PAGE>


                            SMITH HAYES TRUST, INC.
                            Schedule of Investments
                                 June 30, 1996

                                 SMALL CAP FUND

                                                        Percent
                                                         of Net           Market
    Shares                                               Assets            Value
- -----------                                          -----------       ---------
                                   Common Stock          95.67%
               -------------------------------------------------

               Chemicals                                  1.73%
               -------------------------------------------------
    7,200      OM Group, Inc.                                         $  282,600
                                                                         -------


               Computer Related                          13.03%
               -------------------------------------------------
   18,100      American Business Information, Inc. *                     330,325
   15,600      Ciber, Inc.*                                              343,200
   13,500      GMIS, Inc.*                                               162,000
    4,300      Keane, Inc.*                                              158,563
       50      Rainbow Technology, Inc.*                                   1,000
   16,100      Softkey International, Inc.*                              304,894
   10,500      STB Systems, Inc.*                                        179,812
   20,100      Stormedia, Inc.*                                          218,588
   34,300      Symantec, Corporation*                                    428,750
                                                                         -------
                                                                       2,127,132
                                                                       ---------

               Electrical Equipment                       2.56%
               -------------------------------------------------
   27,900      Smartflex Systems, Inc.*                                  418,500
                                                                         -------


               Electronics                               10.21%
               -------------------------------------------------
    5,400      BMC Industries, Inc.                                      155,250
   12,900      DII Group, Inc. *                                         328,950
    4,900      Harman International Industries, Inc.                     241,325
   17,800      Powell Industries, Inc. *                                 206,925
   14,200      Tech-Sym Corporation*                                     422,450
   13,000      Vitesse Semiconductor Corporation*                        312,000
                                                                         -------
                                                                       1,666,900
                                                                       ---------

* Indicates nonincome-producing security.


<PAGE>


                            SMITH HAYES TRUST, INC.
                      Schedule of Investments (Continued)

                                 SMALL CAP FUND

                                                        Percent
                                                         of Net           Market
    Shares             Common Stock (Continued)          Assets            Value
- -----------       ----------------------------------    -------         --------

               Engineering/Construction                    .94%
               -----------------------------------------------
   19,800      Insituform Technologies Class A*                       $  153,450
                                                                         -------


               Environmental Control                      1.77%
               -------------------------------------------------
   16,500      Tetra Technologies, Inc. *                                288,750
                                                                         -------


               Financial Services                        13.12%
               -------------------------------------------------
   22,800      Americredit Corporation *                                 356,250
   18,600      Bank Plus Corporation *                                   162,750
    9,300      Coast Savings Financial, Inc. *                           304,575
   13,100      First Colorado Bancorp, Inc. *                            173,575
   15,600      Imperial Credit Industries *                              471,900
   10,700      Imperial Credit Mortgage Holdings *                       171,200
    5,000      Long Island Bancorp, Inc.                                 152,812
    9,550      Southern Pacific Funding Corporation*                     167,125
    8,100      WFS Financial, Inc. *                                     182,250
                                                                         -------
                                                                       2,142,437
                                                                       ---------

               Insurance                                  2.12%
               -------------------------------------------------
   11,000      Sierra Health Services, Inc.*                             346,500
                                                                         -------


               Manufacturing                               .99%
               -------------------------------------------------
   13,700      Maverick Tube Corporation*                                160,975
                                                                         -------


               Medical Supplies/Services                  4.79%
               -------------------------------------------------
   27,300      Circon Corporation *                                      320,775
   11,400      EMPI, Inc. *                                              148,200
   13,400      Fischer Imaging Corporation *                             160,800
    8,100      Inphynet Medical Management, Inc.*                        151,875
                                                                         -------
                                                                         781,650
                                                                         -------

* Indicates nonincome-producing security.


<PAGE>


                            SMITH HAYES TRUST, INC.
                      Schedule of Investments (Continued)

                                 SMALL CAP FUND

                                                        Percent
                                                         of Net           Market
    Shares             Common Stock (Continued)          Assets            Value
  ---------    -------------------------------------------------         -------

               Office/Business                             .93%
               -------------------------------------------------
   14,300      Kentek Information Systems, Inc. *                     $  151,938
                                                                         -------

               Oil/Gas                                   24.95%
               -------------------------------------------------
   18,900      Box Energy Corporation Class B *                          172,462
   21,600      Digicon, Inc. *                                           361,800
    6,300      Dreco Energy Services Limited *                           173,250
   32,700      Global Natural Resources, Inc. *                          535,462
   12,400      Lomak Petroleum, Inc.                                     176,700
    4,600      Newpark Resources *                                       169,050
   16,900      Nuevo Energy Company *                                    545,025
   13,900      Parker & Parsley Petroleum Company                        385,725
   11,300      Pride Pet Services, Inc.*                                 161,025
   25,350      Tuboscope Vetco International Corporation*                282,019
   23,500      Unit Corporation*                                         155,688
   12,000      United Meridian Corporation*                              432,000
   10,200      Varco International, Inc.*                                184,875
   13,300      Vintage Petroleum, Inc.                                   339,150
                                                                         -------
                                                                       4,074,231
                                                                       ---------

               Real Estate                                6.11%
               -------------------------------------------------
   11,700      Felcor Suite Hotels, Inc.                                 356,850
   22,450      NHP, Inc.*                                                463,031
   16,300      Sunstone Hotel Investors, Inc.                            177,263
                                                                         -------
                                                                         997,144
                                                                         -------

               Retail/Retail Store                        3.99%
               -------------------------------------------------
   19,000      Friedman's, Inc. Class A*                                 484,500
   11,400      Sport-Haley, Inc. *                                       166,725
                                                                         -------
                                                                         651,225
                                                                         -------

* Indicates nonincome-producing security.


<PAGE>


                            SMITH HAYES TRUST, INC.
                      Schedule of Investments (Continued)

                                 SMALL CAP FUND

                                                        Percent
                                                         of Net           Market
    Shares             Common Stock (Continued)          Assets            Value
- -----------        -------------------------------    ----------       ---------
               Telecommunications                         4.94%
               -------------------------------------------------
   16,600      Intervoice, Inc.*                                        $329,925
    8,600      IPC Information Systems, Inc.*                            150,500
   13,600      Symmetricom, Inc. *                                       183,600
   10,800      Tekelec Designs*                                          141,750
                                                                         -------
                                                                         805,775
                                                                         -------

               Transportation                             2.35%
               -------------------------------------------------
    3,175      Atlas Air, Inc. *                                         182,562
   11,800      Covenant Transport *                                      200,600
                                                                         -------
                                                                         383,162
                                                                         -------

               Trucking & Leasing                         1.14%
               -------------------------------------------------
    9,800      Swift Transportation Company. Inc.*                       187,425
                                                                         -------




      Total Investment in Securities (cost $14,363,609)  95.67%       15,619,794
      Cash Equivalents                                    2.80%          457,874
      Other Assets, Less Liabilities                      1.53%          249,710
                                                        ------         ---------
      NET ASSETS                                        100.00%      $16,327,378
                                                        ======        ==========




* Indicates nonincome-producing security.

See accompanying notes to financial statements.


<PAGE>


                            SMITH HAYES TRUST, INC.
                            Schedule of Investments
                                 June 30, 1996

                          GOVERNMENT/QUALITY BOND FUND

   Principal                                         Percent of         Market
     Amount                                          Net Assets           Value
- -------------                                      ------------        ---------
                         U.S. Government Securities      77.31%
               -------------------------------------------------
    200,000      Federal Home Loan Bank 5.58%, due 10/06/00           $ 190,563
    193,221      Federal Home Loan Mortgage 7.00%, due 9/1/15            187,425
    150,000      Federal Home Loan Mortgage 7.00%, due 11/15/19          146,320
    253,029      Federal National Mortgage Asso. 6.00%, due 10/01/99     243,383
    234,687      Federal National Mortgage Asso. 6.50%, due 10/01/02     229,994
    143,576      Government National Mortgage Asso. 6.50%, due 8/20/08   138,866
    110,338      Government National Mortgage Asso. 11.50%, due 10/15/10 125,441
    196,672      Government National Mortgage Asso. 10.00%, due 12/15/18 214,249
      3,784      Government National Mortgage Asso. 10.00%, due 5/15/19    4,123
     24,162      Government National Mortgage Asso. 9.50%, due 9/15/19    25,816
     32,032      Government National Mortgage Asso. 10.00%, due 5/15/20   34,895
     93,200      Government National Mortgage Asso. 9.50%, due 9/15/21    99,578
    124,747      Government National Mortgage Asso. 7.50%, due 4/15/22   122,915
     90,849      Government National Mortgage Asso. 7.50%, due 5/15/23    89,514
    179,758      Government National Mortgage Asso. 7.50%, due 1/15/24   177,117
     75,000      U. S. Treasury Note 6.375%, due 8/15/02                  74,391
    250,000      U. S. Treasury Bond 10.75%, due 8/15/05                 317,383
    300,000      U. S. Treasury Bond 7.125%, due 2/15/23                 303,094
                                                                         -------
                    Total U.S. Government Securities                   2,725,067
                                                                       ---------

                                  Corporate Bonds       20.63%
               -------------------------------------------------
    150,000     Associates Corporation North America 5.25%, due 9/01/98  146,449
    100,000     Bankamerica Corporation 8.375%, due 3/15/02              106,269
    100,000     Banc One Corporation 8.74%, due 9/15/03                  108,953
    112,500     Chase Manhattan Credit Card 8.75%, due 8/15/99           114,680
    250,000     Sears Credit Corporation 7.75%, due 9/15/98              251,094
                                                                         -------
                    Total Corporate Bonds                                727,445
                                                                         -------

           Total Investment in Securities (cost $3,498,418) 97.94%     3,452,512
           Cash Equivalents                                  1.00%        35,225
           Other Assets, Less Liabilities                    1.06%        37,219
           NET ASSETS                                      100.00%    $3,524,956
                                                           =======     =========

See accompanying notes to financial statements.


<PAGE>



<TABLE>
<CAPTION>


                             SMITH HAYES TRUST, INC.
                             Statement of Assets and
                                   Liabilities
                                  June 30, 1996

                                                                             Government/
                                       Capital                                Quality
                                        Builder   Convertible    Small Cap      Bond    
                                        Fund        Fund           Fund        Fund
<S>                                       <C>         <C>          <C>           <C>  
 Assets:                                ------------ ----------  -----------  ---------- 
  Investments in securities, at market value
    (cost $6,121,461, 1,463,957, 14,363,609,
     and 3,498,418, respectively)              $7,802,702  1,570,897   15,619,794   3,452,512
  Cash equivalents                                727,270    225,487      457,874      35,225
  Accrued interest and dividends receivable        14,941      9,742        6,017      48,560
  Receivable for investment securities sold           -           -       466,407          -
  Receivable for fund shares sold                   1,585        182       13,563         186
  Organizational costs, net of accumulated          5,156         -           -            -
       amortization                           ------------ ----------  -----------  ----------
                                              
       Total assets                             8,551,654  1,806,308   16,563,655   3,536,483
                                              ------------ ----------  -----------  ----------

Liabilities:
  Accrued expenses, including investment
   management and services fees and
   distribution expense reimbursement payable to
   adviser, administrator and 
   distributor (note 3)                           15,930      4,189       22,882       5,948
  Payable for securities purchased                    -          -       201,385          -
  Payable for fund shares redeemed                 7,185        293       12,010       5,579
                                              ------------ ----------  -----------  ----------
          Total liabilities                       23,115      4,482      236,277      11,527
                                              ------------ ----------  -----------  ----------
Net assets applicable to outstanding 
capital stock                                 $8,528,539  1,801,826   16,327,378   3,524,956
                                             ============ ==========  ===========  ==========

Net assets are represented by:
  Capital stock outstanding, at par (note 5)          712        137        1,069         347
  Additional paid-in capital                    6,351,707  1,465,082   13,605,277   3,790,714
  Accumulated undistributed net
    investment income (loss)                     (28,014)      1,674    (180,557)       4,886
  Accumulated  undistributed net realized
    gain (loss) on investments                    522,893    227,993    1,645,404   (225,085)
  Unrealized appreciation 
  (depreciation) (note 4)                       1,681,241    106,940    1,256,185    (45,906)
                                              ------------ ----------  -----------  ----------
       Total net assets applicable
         to shares outstanding                 $8,528,539  1,801,826   16,327,378   3,524,956
                                              ============ ==========  ===========  ==========

Shares outstanding and net asset value per
share
  Shares of capital stock outstanding:
711,816, 136,538, 1,069,100 
and 347,247, respectively (note 5)                 $11.98      13.20        15.27       10.15
                                              ============ ==========  ===========  ==========

See accompanying notes to financial statements.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                  SMITH HAYES TRUST, INC.
                                  Statement of Operations
                                 Year Ended June 30, 1996

                                                                               Government/
                                                 Capital                          Quality
                                                  Builder              Small Cap    Bond
                                                           Convertible
                                                   Fund       Fund       Fund       Fund
<S>                                                  <C>      <C>         <C>       <C>   
                                                 ----------  --------  ---------- ---------
Investment income:
  Dividends                                       $128,988    27,336      90,784      -
  Interest                                          25,283    54,670      47,076   286,187
                                                 ----------  --------  ---------- ---------
      Total investment income                      154,271    82,006     137,860   286,187
                                                 ----------  --------  ---------- ---------

Expenses (note 3):
  Investment advisory fees                          52,595    14,669     100,347    26,060
  Administration fees                               17,523     4,420      30,794    10,338
  Distribution expenses                             34,924     9,198      63,854    11,910
  Amortization of organizational costs                 207       -          -          -
  Custodial fees                                     3,143     2,234       9,199     4,012
  Auditing and tax accounting fees                   5,289     2,420       3,157     3,147
  Other operating expenses                          13,350     2,528      15,901     5,751
                                                 ----------  --------  ---------- ---------
      Total expenses                               127,031    35,469     223,252    61,218
                                                 ----------  --------  ---------- ---------
      Net investment income (loss)                  27,240    46,537    (85,392)   224,969
                                                 ----------  --------  ---------- ---------

Realized and unrealized gain (loss) on
  investments (note 4):
  Net realized gain (loss)                         522,893   322,618   2,574,920  (39,002)
                                                 ----------  --------  ---------- ---------
  Net unrealized appreciation (depreciation)
    Beginning of period                               -      179,058   1,325,971   (3,781)

    Unrealized appreciation of securities
        received in tax-free exchange (note 6)     752,965       -         -          -
    End of period                                1,681,241   106,940   1,256,185  (45,906)
                                                 ----------  --------  ---------- ---------
     Net unrealized appreciation (depreciation)    928,276   (72,118)   (69,786)  (42,125)
                                                 ----------  --------  ---------- ---------
     Net realized and unrealized gain 
      (loss) on investments                      1,451,169   250,500   2,505,134  (81,127)
                                                 ----------  --------  ---------- ---------
Net increase in net assets
   resulting from operations                     $1,478,409  297,037   2,419,742   143,842
                                                 ==========  ========  ========== =========


See accompanying notes to financial statements.
</TABLE>

<PAGE>

                     Statements of Changes in Net Assets
       The Period from August 24, 1995 (commencement of operations) to
               June 30, 1996 for the Capital Builder Fund and
         Years Ended June 30, 1996 and 1995 for the Convertible Fund

                                           Capital
                                           Builder            Convertible
                                             Fund                 Fund
                                          -----------     ---------------------
                                          Period          Year       Year
                                            Ended           Ended      Ended
                                          June 30,        June 30,   June 30,
                                             1996           1996       1995
                                          -----------     ---------- ----------
Operations:
    Net investment income                    $27,240         46,537     56,762
    Net realized gain (loss)
     on investments                          522,893        322,618   (11,847)
    Unrealized appreciation (depreciation)   928,276       (72,118)    202,659
                                          -----------     ---------- ----------
        Net increase in net assets
          resulting from operations        1,478,409        297,037    247,574
                                          -----------     ---------- ----------

Distributions to shareholders from:
    Net investment income                     29,049         44,950     58,599
    Net realized gains                          -            73,269    165,477
                                          -----------     ---------- ----------
        Total distributions                   29,049        118,219    224,076
                                          -----------     ---------- ----------

Capital share transactions: (note 5)
    Proceeds from sales                    1,205,089        214,846    169,674
    Net assets from limited 
     partnership (note 6)                  3,283,131           -          -

    Proceeds from fund conversion (note 6) 5,386,699           -          -
    Payment for redemptions               (2,824,789)     (473,816)  (1,359,579)
    Reinvestment of net investment
     income and net realized gain
     distributions at net asset value         29,049        117,011    223,270
                                          -----------     ---------- ----------
        Total increase (decrease) from
        capital share transactions         7,079,179      (141,959)  (966,635)
                                          -----------     ---------- ----------
        Total increase (decrease)
         in net assets                     8,528,539         36,859  (943,137)

Net assets:
  Beginning of period                          -          1,764,967  2,708,104
                                          -----------     ---------- ----------
  End of period                           $8,528,539      1,801,826  1,764,967
                                          ===========     ========== ==========


See accompanying notes to financial statements.
<PAGE>

<TABLE>
<CAPTION>

                                SMITH HAYES TRUST, INC.
                          Statements of Changes in Net Assets
                          Years Ended June 30, 1996 and 1995


                                              Small Cap            Government/Quality
                                                 Fund                   Bond Fund
                                        -----------------------   ----------------------
                                        Year Ended   Year         Year        Year
                                                       Ended        Ended       Ended
                                         June 30,    June 30,     June 30,    June 30,
                                           1996        1995         1996        1995
                                        ------------ ----------   ----------  ----------
<S>                                          <C>        <C>           <C>        <C>    
Operations:
    Net investment income (loss)          ($85,392)   (50,907)      224,969     398,566
    Net realized gain (loss)
    on investments                       2,574,920    (37,137)     (39,002)   (232,150)
    Unrealized appreciation
     (depreciation)                       (69,786)  1,623,590     (42,125)     352,454
                                        ------------ ----------   ----------  ----------
        Net increase in net assets
          resulting from operations       2,419,742  1,535,546      143,842     518,870
                                        ------------ ----------   ----------  ----------

Distributions to shareholders from:
    Net investment income                     -            -        224,047     406,678
    Net realized gains                      897,261    276,654         -            292
                                        ------------ ----------   ----------  ----------
        Total distributions                 897,261    276,654      224,047     406,970
                                        ------------ ----------   ----------  ----------

Capital share transactions: (note 5)
    Proceeds from sales                   6,340,187  3,211,418      692,600     767,050
    Payment for redemptions             (1,997,137)  (2,372,561) (1,986,710) (5,398,157)
    Reinvestment of net investment
     income and net realized gain
     distributions at net asset value      872,059     273,095      205,347     380,984
                                        ------------ ----------   ----------  ----------
        Total increase (decrease) 
        from capital
          share transactions              5,215,109  1,111,952    (1,088,763) (4,250,123)
                                        ------------ ----------   ----------  ----------
        Total increase (decrease) 
        in net assets                     6,737,590  2,370,844    (1,168,968) (4,138,223)

Net assets:
  Beginning of period                     9,589,788  7,218,944    4,693,924   8,832,147
                                        ------------ ----------   ----------  ----------
  End of period                         $16,327,378  9,589,788    3,524,956   4,693,924
                                        ============ ==========   ==========  ==========


See accompanying notes to financial statements.
</TABLE>


<PAGE>

                               SMITH HAYES TRUST, INC.
                                FINANCIAL HIGHLIGHTS
               Period from August 24, 1995 (commencement of operation)
                              to June 30, 1996

                                                Capital Builder
                                                      Fund
                                               -----------------
Net asset value:
  Beginning of period                                  $10.00

  Income from investment operations:
    Net investment income                                0.04
    Net realized and unrealized gain
        on investments                                   1.98
     Total income from
         investment operations                           2.02

    Distributions from net investment                  (0.04)
income

  End of period                                        $11.98

Total return                                           24.14% *

Ratios/Supplemental data:
  Net assets, end of period                        $8,528,539

  Ratio of expenses to average net assets               1.82% *
  Ratio of net income to average net assets             0.42% *
  Portfolio turnover rate                              31.35%


*Annualized for those periods less than twelve months in duration.
See accompanying notes to financialstatements.

<PAGE>
                              SMITH HAYES TRUST, INC.
                                FINANCIAL HIGHLIGHTS
               Years Ended June 30, 1996, 1995, 1994, 1993 and 1992


                                                  Convertible Fund
                             ---------------------------------------------------
                               Year        Year      Year      Year       Year
                               Ended      Ended     Ended     Ended      Ended
                             June 30,   June 30,  June 30,   June 30,   June 30,
                                1996      1995      1994       1993        1992
                                ----      ----      ----      ----      --------
 
Net asset value:
  Beginning of period            $11.97     11.69     12.58     10.76       9.96
                                  -----     ----      -----    ------      -----
  Income (loss) from
    investment operations:
    Net investment income          0.33      0.30      0.29      0.33       0.31
    Net realized and 
    unrealized gain (loss) on      1.73      1.01    (0.53)      2.16       0.80
investments
     Total income (loss) from
         investment operations     2.06      1.31    (0.24)      2.49       1.11

  Less distributions:
    Dividends from net
      investment income          (0.33)    (0.30)    (0.29)    (0.33)     (0.31)
    Distributions from
    capital gains                (0.50)    (0.73)    (0.36)    (0.34)        -
                                 ------    ------    ------    ------      -----
      Total distributions        (0.83)    (1.03)    (0.65)    (0.67)     (0.31)
                                 ------    ------    ------    ------      -----
  End of period                  $13.20     11.97     11.69     12.58      10.76
                                 ======     =====     =====     =====      =====

Total return                     17.60%    14.09%   (2.26%)    24.06%     10.95%
                                 ======    ======   =======    ======     ======

Ratios/Supplemental data:
  Net assets, end of period  $1,801,826  1,764,967 2,708,104 2,368,876 1,791,325

  Ratio of expenses to
    average net assets            1.93%     2.25%     2.06%     2.13%      2.48%
  Ratio of net income to
    average net assets            2.53%     2.58%     2.27%     2.91%      2.85%

  Portfolio turnover rate        79.30%    51.31%    65.76%    69.72%     96.02%

See accompanying notes to financial statements.

<PAGE>

                              SMITH HAYES TRUST, INC.
                                FINANCIAL HIGHLIGHTS
                  Years Ended June 30, 1996, 1995, 1994 and 1993


                                                     Small Cap Fund
                                     -------------------------------------------
                                 Year Ended   Year Ended  Year Ended  Year Ended
                                    June 30,    June 30,    June 30,   June 30,
                                      1996         1995       1994        1993
                                      ------     ------     -------     -------
Net asset value:
  Beginning of period                  $13.49       11.59      11.77       10.00

  Income from investment operations:
    Net investment loss                (0.10)      (0.08)     (0.07)      (0.05)
    Net realized and unrealized gain
        on investments                   2.91        2.34       0.20        1.83
                                       ------      ------     ------      ------
     Total income from
         investment operations           2.81        2.26       0.13        1.78
                                       ------      ------     ------      ------

    Distributions from capital gains   (1.03)      (0.36)     (0.31)      (0.01)
                                       ------      ------     ------      ------

  End of period                        $15.27       13.49      11.59       11.77
                                       ======       =====      =====       =====

Total return                           22.33%      20.33%      1.21%      17.80%
                                       ======      ======      =====      ======

Ratios/Supplemental data:
  Net assets, end of period       $16,327,378   9,589,788  7,218,944   3,137,762

  Ratio of expenses to average 
     net assets                      1.75%       1.93%      1.91%       2.18%
  Ratio of net income to 
   average net assets                (0.67%)     (0.60%)     (0.60%)    (0.87%)
  Portfolio turnover rate            150.05%      86.50%     75.23%      47.55%


See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>

                              SMITH HAYES TRUST, INC.
                                FINANCIAL HIGHLIGHTS
               Years Ended June 30, 1996, 1995, 1994, 1993, and 1992


                                            Government/Quality Bond Fund
                                 ----------------------------------------------------
                                 Year        Year      Year       Year      Year
                                 Ended      Ended      Ended     Ended     Ended
                                 June 30,  June 30,   June 30,   June 30,  June 30,
                                  1996      1995       1994       1993      1992
                                 ------    ------      ------     ------  --------
<S>                                <C>        <C>       <C>       <C>         <C> 
Net asset value:
  Beginning of period               $10.43     10.21       11.17     10.93     10.42
                                     ------     -----       -----     -----     -----

  Income (loss) from
     investment operations:
    Net investment income             0.55      0.60        0.54      0.64      0.73
    Net realized and unrealized
        gain (loss) on investments   (0.28)      0.22      (0.75)      0.43      0.60
                                    ------      ----      ------      ----      ----

     Total income (loss) from
         investment operations        0.27      0.82      (0.21)      1.07      1.33
                                      ----      ----      ------      ----     ----

  Less distributions:
    Dividends from net
       investment income            (0.55)    (0.60)      (0.54)    (0.64)    (0.71)
    Distributions from 
       capital gains                  -           -       (0.21)    (0.19)    (0.11)
                                    -------   -----       ------    ------    ------
      Total distributions           (0.55)    (0.60)      (0.75)    (0.83)    (0.82)
                                    ------    ------      ------    ------   ------

  End of period                     $10.15     10.43       10.21     11.17     10.93
                                    ======     =====       =====     =====     =====

Total return                         2.83%     9.42%     (2.00%)    11.00%    12.79%
                                    =====     =====      =======    ======    ======

Ratios/Supplemental data:
  Net assets, end of period      $3,524,956  4,693,924 8,832,147  9,709,386 8,112,226

  Ratio of expenses to
     average net assets              1.42%     1.47%       1.37%     1.38%     1.50%
  Ratio of net income to
     average net assets              5.21%     5.86%       4.94%     6.25%     6.64%

  Portfolio turnover rate           36.11%     9.33%     218.11%   175.95%   507.52%

See accompanying notes to financial statements.
</TABLE>

<PAGE>

                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements
                                 June 30, 1996

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

        Capital Builder Fund                    Small Cap Fund
        Convertible Fund                        Government/Quality Bond Fund

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

     Use of Estimates:  In preparing the  financial  statements,  management is
     required  to make  estimates  and  assumptions  that  affect the  reported
     amounts  of  assets  and  liabilities  as of the  date  of the  financial
     statements  and  changes  in net  assets for the  period.  Actual  results
     could differ from those estimates.

     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 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, 1996,  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 fund,  an amount  equal to the
     premium  received  by the  fund  is  included  by the  fund  in the  fund'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 fund enters into a closing
     purchase  transaction,  the fund  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 fund 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
     fund is  included  by the  fund  in the  fund'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 fund enters into a closing sales  transaction,  the
     fund 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 fund
     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, 1996,  the funds  authorized  to write option  contracts had no
     such option contracts outstanding nor were any written during the year.

     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 fund 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  funds  to  their
     shareholders  within the time period  allowed by Federal law.  Each fund 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 funds will
     not distribute net realized losses. Distributions will be made when capital
     gains have been generated to cover these losses. Each fund prepares its tax
     return on an accrual basis.

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

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

3.   Related Party Transactions
     The Trust and each fund have retained  CONLEY SMITH,  Inc. (the Adviser) as
     their exclusive  investment adviser. The agreement provides that each fund,
     except the  Government/Quality  Bond Fund, will pay the Adviser a fee equal
     to  .75%  per  annum  of  the  fund's   average   daily  net  assets.   The
     Government/Quality  Bond Fund pays .60% per annum of its average  daily net
     assets.

     The Trust and each fund also retained Lancaster  Administrative  Services,
     Inc. (the  Administrator)  to act as its administrator and transfer agent.
     The agreement  provides that each fund will pay an  administrative  fee to
     the Administrator equal to .25% per annum of its average daily net assets.

     In addition to the advisory and  administrative  services  agreements,  the
     Trust  and  each  fund  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 fund's
     shares.  Pursuant to the shareholder approved  distribution plan under Rule
     12b-1, each fund will reimburse the

<PAGE>

                               SMITH HAYES TRUST, INC.
                         Notes to Financial Statements

3.   Continued
     distributor for  shareholder-related  expenses incurred in connection with
     the  distribution of the fund's shares,  however,  under no  circumstances
     shall  such  reimbursement  exceed  .50% per annum of the  fund's  average
     daily net assets (.25% for the Government/Quality Bond Fund).

     Under the terms of the advisory, administrative and distribution agreements
     outlined above, the funds collectively paid $193,671, $63,075 and $119,886,
     respectively,  for such  services.  Of the amount paid to the  Distributor,
     $110,320 was retained by them for sales of the Trust's shares made by their
     agents and brokers.

     At  June  30,  1996,  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
     Capital Builder Fund        $ 5,304       $1,759        $3,528    $10,591
     Convertible Fund              1,112          371           741      2,224
     Small Cap Fund               10,254        3,418         6,824     20,496
     Government/Quality
           Bond Fund               1,752          729           729      3,210
                                   =====          ===           ===      ======

     Under the terms of the adviser  agreement,  the Adviser may be obligated to
     reimburse a fund up to the amount of the  Adviser's fee paid to the Adviser
     if during any year the expenses of the fund,  including the Adviser's  fee,
     exceed certain limitations.  At June 30, 1996, no expense reimbursement was
     required.

     In  addition  to  the  amounts   paid  by  the  funds  under  the  adviser,
     administrative and distribution plans, the funds 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
     $27,146 for their brokerage services during the year ended June 30, 1996.



<PAGE>

                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements

4.   Securities Transactions
     Purchases  of  securities   and  proceeds  from  sales  during  the  year
     ended June 30, 1996, were as follows for each fund:

                                               Purchases of        Proceeds
                                              Securities          from Sales
        Capital Builder Fund                    $8,028,883        $2,430,273
        Convertible Fund                         1,305,151         1,752,599
        Small Cap Fund                          22,191,709        18,248,600
        Government/Quality Bond Fund             3,133,926         3,609,669
                                               ===========        ==========

     At June 30, 1996,  the aggregate  gross  unrealized  appreciation  and the
     aggregate  gross  unrealized  depreciation of securities in each fund were
     as follows:

                                                     Aggregate Gross
                                                       Unrealized
                                      Appreciation   Depreciation     Total
        Capital Builder Fund           $1,792,447      $111,206     $1,681,241
        Convertible Fund                  162,931        55,991        106,940
        Small Cap Fund                  2,135,996       879,811      1,256,185
        Government/Quality Bond Fund       35,634        81,540       (45,906)
                                      ===========     =========    ===========

5.   Capital Share Transactions
     The Trust is  authorized  to issue a total of one billion  shares of common
     stock in series with a par value of $.001 per share. The Board of Directors
     have authorized fifty million shares to be issued in each fund.

     Transactions  in the capital stock of each fund for the year ended June 30,
     1996, were as follows:

                                                     Capital
                                                     Builder        Convertible
                                                      Fund             Fund
         Transactions in shares:
         Shares sold                               107,023.604      16,444.542
         Shares issued in exchange (note 6)        328,313.067           -
         Shares issued in fund conversion (note 6) 535,902.736           -
         Shares redeemed                          (261,988.059)    (36,642.196)
         Reinvested distributions                    2,564.383       9,329.598
                                                  ------------    -------------
         Net increase (decrease)                   711,815.731     (10,868.056)
                                                  ============    =============

<PAGE>

                            SMITH HAYES TRUST, INC.
                         Notes to Financial Statements

5.   Continued

                                                                   Government/
                                                    Small Cap     Quality Bond
                                                    Fund              Fund
         Transactions in shares:
         Shares sold                               433,268.282      66,150.549
         Shares redeemed                          (139,509.713)   (188,799.123)
         Reinvested distributions                   64,549.166      19,883.156
                                                  ------------    ------------
         Net increase (decrease)                   358,307.735    (102,765.418)
                                                   ===========    ============-

     At June 30,  1996,  directors,  officers and  employees of the Trust,  the
     Adviser,  Administrator and Distributor and their immediate  families held
     the following in each fund:
                                                   Shares              Value
           Capital Builder Fund                     24,234.766       $290,332
           Convertible Fund                          2,550.678         33,669
           Small Cap Fund                            8,107.039        123,794
           Government/Quality Bond Fund                345.046          3,502
                                                   ===========       ========

6.   Business Changes
     On August 24, 1995, the Capital Builder Fund commenced operations.  The net
     assets  of  three  SMITH  HAYES  Trust,  Inc.   pre-existing  Funds  (Asset
     Allocation, Balanced, and Value Funds) were converted to cash of $5,386,699
     and invested in Capital Builder.  In addition,  the net assets of a related
     party  limited  partnership  of  $3,283,131,   including   securities  with
     unrealized  appreciation  of $752,965 were received by Capital Builder in a
     tax-free exchange.

     The  Trust's   Board  of   Directors   has   approved  the  creation  of  a
     multiple-class  share structure for the Funds.  Three classes of stock will
     be created for each Fund designated as Select, Investor, and Market Shares.
     Each  share  class  will have or share in  varying  levels of  charges  and
     expenses of the Funds.  The  multiple-class  structure  is  anticipated  to
     become effective in September 1996.

     Effective  in  September  1996,  the Trust will begin to utilize the trade
     name  Lancaster  Funds in its  operations.  Additionally,  the  Small  Cap
     Fund's name will be changed to Crestone Small Cap Fund.

<PAGE>
                                   SMITH HAYES
                                  TRUST, INC.


                                [GRAPHIC OMITTED]
                             NEBRASKA TAX-FREE FUND

                                 ANNAUL REPORT
                                 JUNE 30, 1996
<PAGE>


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


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


                  Independent Auditors' Report ..................   3


                  Schedule of Investments........................   4


                  Statement of Assets and Liabilities............  10


                  Statement of Operations........................  11


                  Statements of Changes in Net Assets............  12


                  Financial Highlights...........................  13


                  Notes to Financial Statements..................  14



<PAGE>

SMITH HAYES TRUST, INC.


Fellow Shareholders:

A review of interest rates for the fiscal year ended June 30, 1996 indicates two
distinct  phases.  During  the first  half of the  fiscal  year  interest  rates
declined,  with the 10-year Treasury  reaching a low of  approximately  5.60% in
January.  During the last six months of the fiscal  year  interest  evidenced  a
relatively  steady  increase with the yield on the 10-year  Treasury  increasing
approximately  130 basis  points to 6.90%.  The  increase in  interest  rates is
attributed to the market's  fear that economic  growth is excessive and concerns
about what initiatives will be implemented by the Federal Reserve Board.

According  to a  recent  survey  conducted  by  the  Wall  Street  Journal  most
economists are  forecasting  relative  modest growth over the next twelve months
with inflation  remaining around the current level of 2.8% - 3.0%.  Accordingly,
the consensus estimate is for no significant change in the general level of
interest rates.

As a  consequence  of the increase in interest  rates over the  previous  twelve
months bond prices have declined. Since the average maturity of the Nebraska Tax
Free Fund is less than six years the net asset value of the fund  declined  less
than 1% to $9.63. The overall return on the Fund was 4.25%. The current dividend
yield which is exempt from Federal and Nebraska State income taxes is 5.11%

Our  mission as managers is to insure  that the Fund's  objective  of  providing
"investors with a high level of tax exempt income while seeking  preservation of
capital  consistent  with  prudent  investing"  is achieved.  By giving  careful
consideration  to the slope of the yield curve coupled with these  objectives we
can maintain the portfolio's goals.

In  September,  we will be changing  the Trust's  name from SMITH HAYES Trust to
Lancaster  Funds.  We believe this is a strong name which reflects the diversity
of the funds.  This is a name  change only for the Trust and will not affect any
investment  objectives or policies of any of the funds in the Series.  Please do
not  hesitate  to call your SMITH  HAYES  Trust  representative  if you have any
questions.

Sincerely,




John H. Conley, CFA                                                July 25, 1996

<PAGE>


OBJECTIVE:
Nebraska  Tax-Free Fund seeks to provide  investors  with a high level of income
exempt from federal  income tax and from Nebraska state income tax while seeking
preservation of capital consistent with prudent  investing.  Under normal market
conditions, the Fund will attempt to invest 100% and, as a matter of fundamental
policy,  will  invest at least 80% of the value of its net assets in  "municipal
securities",  the interest on which is exempt from federal income taxes and from
the income taxes of the State of Nebraska.

PERFORMANCE REVIEW:
On June 30, 1996 the net asset value of the Fund was $9.63  compared to $9.71 on
June 30, 1995. In spite of the modest  decline in the net asset value income was
sufficient to provide a positive return of 4.25% for the year.

The decrease in the net asset value  reflects the increase in  intermediate  and
long-term  yields  experienced  throughout  the six months of 1996 reversing the
steady decline in interest rates in 1995. On June 30, 1996 the distribution rate
was 5.11% and the average life was 5.2 years. The average quality is "A".

GOING FORWARD
The  recent  changes in the level of  interest  rates are an  indication  of the
difficulty  in  forecasting  interest  rates even over a  relatively  short time
period.  Difficulties  in  forecasting  short-term  interest  rates coupled with
uncertain  government  policies  stress the  importance  of long-term  financial
objectives.












                                [GRAPHIC OMITTED]



     Comparison of change in value of $10,000  investment  in Nebraska  Tax-Free
and the Lehman Bros.  Municipal 


Avg. Annual Return                           06/30/96 Value
1 year      4.25%                  Nebraska Tax-Free        $10,698.79
Inception   3.68%                  Lehman Bros. Municipal   $11,624.31


 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, 1996.


<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
Fund as of June 30, 1996, the related  statement of operations for the year then
ended, and statements of changes in net assets and the financial  highlights for
the years ended June 30, 1996 and 1995. 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 audits. 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
financial highlights.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1996 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 audits provide 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  Fund as of June 30,  1996,  the results of its
operations  for the year then  ended,  and the changes in its net assets and the
financial  highlights  for the years ended June 30, 1996 and 1995, in conformity
with generally accepted accounting principles.


Deloitte & Touche LLP
Lincoln, Nebraska
July 22, 1996

<PAGE>


                             NEBRASKA TAX-FREE FUND
                             SCHEDULE OF INVESTMENTS
                                  JUNE 30, 1996

                                                            PERCENT
                                                             OF NET
 PRINCIPAL                                                   ASSETS       MARKET
  AMOUNT                        TAX-EXEMPT SECURITIES         97.64%      VALUE
- --------------------------------------------------------------------------------

                                 Education                    12.98%

     25,000   Cass County School District 001 (Plattsmouth
              Comm. Schools) General Obligation Bonds , Series 1994,           
              6.25% due 12/01/14                                       $25,913

     50,000   Lancaster County Schools District 001 (Lincoln
              Public Schools) General Obligation Bonds,  Series 1993,           
              6.00% due 1/15/12                                         50,860

    200,000   Nebraska Educational Facilities Authority
              Revenue Bonds, Series 1993 (Nebraska Wesleyan
              University Project), 5.55% due 9/1/07                    199,160 
              

    100,000   Nebraska Educational Finance Authority Revenue
              Bonds, Series 1994 (Dana College Project),
              6.75% due 6/1/14                                         102,912

    100,000   Nebraska Educational Finance Authority Revenue
              Bonds, Series 1995 (Condordia Teachers
              College), 5.90% due 12/15/15                              93,467
              

    200,000   Nebraska Educational Finance Authority Revenue
              Bonds, Series 1995 (Midland Lutheran
              College Project), 6.25% due 6/15/15                      194,294
              

    300,000   Nebraska Higher Education Loan Program, Inc.
              Junior Subordinate Bonds, Series
              A-6, 6.40% due 6/1/13                                    302,454

    100,000   Nebraska State College Revenue Bonds, Series
              1992, 5.00%  due 6/15/97                                 100,448

    200,000   University of Nebraska- Lincoln Student Fees
              and Facilities Revenue Bonds, Series 1996,
              5.65% 7/1/16                                             190,504
                                                                     ---------
                                                                     1,260,012

                          Electric, Water, Sewer            11.85%

    300,000   City of Grand Island, Sewer System Revenue
              Bonds Series 1994, 6.00% due 4/1/14                      299,392
                

    150,000   City of Grand Island Nebraska Electric Revenue
              Bonds 5.60% due 9/1/97                                  $152,640
                
<PAGE>

                             NEBRASKA TAX-FREE FUND
                       SCHEDULE OF INVESTMENTS (Continued)

                                                            PERCENT
 PRINCIPAL                                                  OF NET      MARKET
  AMOUNT                  TAX-EXEMPT SECASSETSS (Continued)  ASSETS     VALUE

                    Electric, Water, Sewer (Continued)

    100,000   City of Hastings, Nebraska Combined Utility
              Revenue Bonds
                Series 1994, 6.875% due 10/15/14                      $102,882

    100,000   City of Hastings, Nebraska Electric System
              Revenue Refunding
                Bonds, Series 1993, 5.00% due 1/1/08                    95,211

    200,000   City of Kearney, Nebraska Combined Utilities
              Revenue Refunding
                Bonds, Series 1994, 6.10% due 6/1/14                   203,048

    100,000   City of Lincoln, Nebraska Electric System
              Revenue Refunding
                Bonds, 1993 Series A, 5.20% due 9/1/08                  97,368

    205,000   City of Lincoln, Nebraska Electric System
              Revenue Refunding Bonds, 1992 Series A (Power Supply          
              Facilities), 5.75% due 9/1/16                            199,281
                                                                       -------
                                                                     1,149,822
                                                                     ---------

                            General Obligation                23.03%

     50,000   Boyd County Nebraska School District No. 38       
              (Spencer - Naper) General Obligation Bonds, 
              5.85% due 6/15/13                                         48,178
  
    150,000   Buffalo County Nebraska School District No.
              105 (Pleasanton) General Obligation Bonds,
              Series 1993, 5.95% due 12/15/07                           15,394

    120,000   Colfax County Nebraska School District No. 2
              (Schuyler) General Obligation Bonds, Series 
              1993, 5.65% due 12/15/09                                 118,331
             
    150,000   Colfax County Nebraska School District No. 2
              (Schuyler) General Obligation Bonds, Series
               1993, 5.75% due 12/15/11                                146,990
                

    100,000   Douglas County Nebraska Sanitary and
              Improvement District No. 257 General Obligation 
              Refunding Bonds (Ramble Ridge),
              6.25% due 5/15/09                                        102,564

    150,000   Douglas County Nebraska School District No.
              010, (Elkhorn Public Schools) General Obligation Bonds,
              Series of 1995 6.44% due 12/15/08                       $155,643
     

<PAGE>

                             NEBRASKA TAX-FREE FUND
                       SCHEDULE OF INVESTMENTS (Continued)

                                                               PERCENT
 PRINCIPAL                                                      OF NET   MARKET
  AMOUNT                  TAX-EXEMPT SECASSETSS (Continued)    ASSETS     VALUE

                      General Obligation (Continued)

    100,000   Douglas County Nebraska School District No.     
              010, (Elkhorn Public Schools) General Obligation Bonds,
              Series of 1994 6.60% due 12/15/10                       $103,814
 
    100,000   Douglas County Nebraska School District No.
              010, (Elkhorn Public Schools) General Obligation Bonds,
              Series of 1994 6.75% due 12/15/14                        103,560

    100,000   Keith County School District 001 Nebraska,
              (Ogallala Public School) General Obligation 
              School Building Bond, Series 1994B,
              6.30% due 11/15/09                                       102,440
 
    565,000   Lancaster County School District 001 (Lincoln)
              Lease Purchase General Obligation Bonds,
              4.15% due 10/26/00                                       565,000

    100,000   Lincoln-Lancaster County Public Building
              Commission General Obligation Bonds, Series 
              1994, 6.20% due 10/15/11                                 102,477
              
     100,000   Morrill County Nebraska School District No.
              021, (Bayard) General Obligation Bonds,
              5.80% due 5/15/06                                        100,825

    100,000   City of North Platte Nebraska General
              Obligation Various Purpose Bonds, Series 
              1995, 6.20% due 3/15/15                                   99,170

    175,000   Saunders County, Nebraska School District #107
              Cedar Bluffs Public Schools, General Obligation Bonds,        
              6.35% due 7/1/14                                         176,094

    150,000   Western Nebraska Community College
              Certificates of Participation Lease Rentals,
              6.55% due 10/15/13                                       155,505
                                                                       -------
                                                                     2,234,985
                                                                    ----------

                                 Hospital                    9.79%

    100,000   Douglas County Nebraska Hospital Authority No.
              2 Revenue Bonds, Health Care Facilities (Catholic
              Health Care Corp. A), 5.85% due 11/15/03              $103,929

<PAGE>

                             NEBRASKA TAX-FREE FUND
                       SCHEDULE OF INVESTMENTS (Continued)

                                                               PERCENT
 PRINCIPAL                                                      OF NET    MARKET
  AMOUNT                  TAX-EXEMPT SECASSETSS (Continued)     ASSETS    VALUE

                           Hospital (Continued)

    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                $125,626
 
    100,000   Douglas County Nebraska Hospital Authority No.
              1 Revenue Bonds, Health Care Facilities (Archbishop
              Bergan Mercy), 6.25% due 11/15/22                         99,699

    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               103,826
  
    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               206,088

    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                    102,419

    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    208,148
                                                                      --------
                                                                       949,735
                                                                      --------

                                  Housing                     17.44%

    150,000   Nebraska Investment Finance Authority Hospital
              Revenue Bonds,(Great Plains Regional Medical Center        
              Project), 6.50% due 5/15/14                             156,659

    200,000   Nebraska Investment Finance Authority Hospital
              Revenue Bonds,(Nebraska Methodist Healthcare System),     
              6.55% due 3/1/99                                        210,588

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

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

                                                               PERCENT
 PRINCIPAL                                                      OF NET   MARKET
  AMOUNT                  TAX-EXEMPT SECASSETSS (Continued)     ASSETS    VALUE

                            Housing (Continued)

    100,000   Nebraska Investment Finance Authority Single
              Family Housing Revenue Bonds, 1995 Series A,
              6.15% due 3/1/09                                       $100,000
              
    100,000   Nebraska Investment Finance Authority Single
              Family Housing Revenue Bonds, 1995 Series A,
              6.20% due 9/1/10                                        100,000
              
    195,000   Nebraska Investment Finance Authority Single
              Family Housing Revenue Bonds, 1994 Series A-1,
              6.30% due 3/1/17                                        195,000
              
    100,000   Nebraska Investment Finance Authority Single
              Family Housing Revenue Bonds, 1996 Series A, 
              5.95% due 3/1/27                                        100,000
             
    250,000   Nebraska Investment Finance Authority Single
              Family Housing Revenue Bonds, 1995 Series B, 6.40%
              due 9/1/26                                              250,000
              
    490,000   Nebraska Investment Finance Authority Single
              Family Housing Revenue Bonds, 1994 Series D-1,
              7.30% due  9/1/26                                       490,000
                                                                      ------- 
                                                                    1,692,247
                                                                    ---------

                                   Power                     9.64%

    240,000   Cornhusker Public Power District Nebraska
              Electric System Revenue and Refunding Bonds, 
              Series 1993, 5.80% due 3/1/16                            231,792
             

    100,000   McCook Nebraska Public Power District Electric
              System Revenue and Refunding Bonds, 
              6.75% due 12/15/09                                       103,483

    200,000   Municipal Energy Agency of Nebraska Power
              Supply System Revenue Refunding Bonds, 1992 Series A,            
              6.00% due 4/1/17                                         202,264

    150,000   Nebraska Public Power District Electric System
              Revenue Bonds, Series 1992 A, 6.25% due 1/1/12           155,310

    250,000   Omaha Public Power District Nebraska Electric
              Revenue Bonds, Series B, 5.70% due 2/1/17                242,191
                                                                       -------
                                                                      $935,040
                                                                      --------
<PAGE>

                             NEBRASKA TAX-FREE FUND
                       SCHEDULE OF INVESTMENTS (Continued)

                                                               PERCENT
 PRINCIPAL                                                      OF NET    MARKET
  AMOUNT                  TAX-EXEMPT SECASSETSS (Continued)     ASSETS    VALUE

                              Transportation                    1.00%

    100,000   Omaha, Nebraska Airport Authority Airport
              Facilities Revenue Refunding Bonds, Series 1993,
              5.50% due 1/1/13                                        $97,005
              
                             Various Revenues                  11.91%

    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                        141,311
   
    250,000   City of Lincoln, Nebraska Parking Revenue
              Bonds, Series 1994 C, 6.10% due 8/15/09                  256,806

    100,000   City of Lincoln, Nebraska Parking Revenue
              Bonds, Series 1994 C, 6.15% due 8/15/11                  101,968

    200,000   Nebraska Public Gas Agency Gas Supply System
              Revenue Bonds, Series  A, 6.25% due 4/1/05               207,504

    200,000   Nebraska Public Gas Agency Gas Supply System
              Revenue Bonds, Series  A, 5.65% due 4/1/06               198,694

    250,000   County of Scottsbluff, Nebraska Development
              Revenue Bonds Series 1995, (Northfield Villa, Inc. - The
              Residency Project), 6.90% due 4/1/20                     250,000
                                                                       -------
                                                                     1,156,283
                                                                     ---------

        Total Investment in Securities (cost $9,477,291)  97.64%   $9,475,129
        Cash Equivalents                                   1.06%      102,846
        Other Assets, less Liabilities                     1.30%      125,762
                                                           -----      -------
        NET ASSETS                                       100.00%   $9,703,737
                                                         ======    ==========

    See accompanying notes to financial statements.
<PAGE>

                             NEBRASKA TAX-FREE FUND
                       STATEMENT OF ASSETS AND LIABILITIES
                                  June 30, 1996


Assets:
  Investments in securities, at market value (cost $9,477,291)       $9,475,129
  Cash equivalents                                                      102,846
  Accrued interest and dividends receivable                             135,854
                                                                     ----------
       Total assets                                                   9,713,829
                                                                     ----------

Liabilities:
  Accrued expenses, including investment management,
    administration and distribution expense reimbursements
    payable to the adviser, administrator and distributor (note 3)        9,343
  Payable for Fund shares redeemed                                          749
                                                                     ----------
       Total liabilities                                                 10,092
                                                                     ----------
Net assets applicable to outstanding capital stock                   $9,703,737
                                                                     ==========

Net assets are represented by:
  Capital stock outstanding, at par                                       1,008
  Additional paid-in capital                                         10,071,234
  Accumulated undistributed net investment income                        20,462
  Accumulated undistributed net realized loss on investments          (386,805)
  Unrealized depreciation (note 4)                                      (2,162)
                                                                        -------

       Total amount representing net assets applicable to
         1,008,135.163 outstanding shares of $.001 par value
        common stock (50,000,000 shares authorized)                  $9,703,737
                                                                     ===========

  Net asset value per share                                               $9.63


See accompanying notes to financial statements.
<PAGE>

                           NEBRASKA TAX-FREE FUND
                           STATEMENT OF OPERATIONS
                          Year Ended June 30, 1996



Investment Interest Income:                                          $603,927
                                                                    ----------

Expenses (note 3):
    Investment advisory fees                                           15,880
    Administration fees                                                12,786
    Distribution expenses                                              26,465
    Custodial fees                                                      5,558
    Auditing and tax accounting fees                                    3,363
    Legal fees                                                          2,448
    Registration fees                                                   5,168
    Other operating expenses                                            8,644
                                                                    ---------
        Total expenses                                                 80,312
                                                                    ---------
        Net investment income                                         523,615
                                                                    ---------

Realized loss and unrealized appreciation
  (depreciation) on investments (note 4):
    Net realized loss                                                (77,341)
                                                                    ---------
    Net unrealized appreciation (depreciation)
        Beginning of period                                             1,992
        End of period                                                 (2,162)
                                                                    ---------
           Net unrealized depreciation                                (4,154)
                                                                    ---------
        Net realized and unrealized loss on investments              (81,495)
                                                                    ---------
Net increase in net assets resulting from operations                 $442,120
                                                                    ==========


See accompanying notes to financial statements.
<PAGE>

                             SMITH HAYES TRUST, INC.
                             NEBRASKA TAX-FREE FUND
                       STATEMENTS OF CHANGES IN NET ASSETS
                       Years Ended June 30, 1996 and 1995


                                                     Year Ended     Year Ended
                                                      June 30,       June 30,
                                                         1996           1995
                                                         ----           ----
Operations:
    Net investment income                              $523,615        511,758
    Net realized loss on investments                   (77,341)      (289,202)
    Unrealized appreciation (depreciation)
       on investments                                   (4,154)        581,628
                                                   -------------  -------------
      Net increase in net assets resulting
       from operations                                 442,120        804,184
                                                   -------------  -------------

Dividends paid to shareholders from net 
  investment income:                                   527,052        506,537
                                                   -------------  -------------
Capital share transactions:
    Proceeds from shares sold (244,434.219 
     and 403,726.098 shares)                         2,401,890      3,175,403
    Distributions reinvested (29,550.493
     and 25,799.151 shares)                            290,084        242,880
    Payment for redemptions (349,802.221
     and 221,835.048 shares)                        (3,427,170)    (2,085,987)
                                                   -------------  -------------
      Net increase (decrease) from capital 
       share transactions (75,817.509
        and 207,690.201 shares)                       (735,196)      1,332,296
                                                   -------------  -------------
Total increase (decrease) in net assets               (820,128)      1,629,943

Net assets:
  Beginning of period                                10,523,865      8,893,922
                                                   -------------  -------------
  End of period                                      $9,703,737     10,523,865
                                                   =============  =============


See accompanying notes to financial statements.
<PAGE>

                               NEBRASKA TAX-FREE FUND
                                FINANCIAL HIGHLIGHTS
               Years Ended June 30, 1996 and 1995, and for the period
          from July 12, 1993 (commencement of operations) to June 30, 1994


                                        Year Ended     Year Ended   Period Ended
                                         June 30,       June 30,      June 30,
                                           1996           1995          1994
                                           ----           ----          ----
Net asset value:
  Beginning of period                       $9.71           9.42         10.00
                                            -----           ----         -----

  Income (loss) from investment
operations:
     Net investment income                   0.49           0.48          0.50
     Net realized and unrealized gain
        (loss) on investments               (0.08)           0.29        (0.63)
                                            ------           ----        ------
       Total gain (loss) from
        investment operations                0.41           0.77        (0.13)
                                             ----           ----        ------
  Less distributions from net 
    investment income                       (0.49)         (0.48)        (0.45)
                                            ------         ------        ------


  End of period (1)                         $9.63           9.71          9.42
                                            =====           ====          ====

Total return                                 4.3%           8.5%        (1.6%) *
                                             ====           ====        ====== 

Ratios/Supplemental data:
  Net assets, end of period            $9,703,737     10,523,865     8,893,922
                                       ----------     ----------     ---------

  Ratio of expenses to average 
    net assets                              0.76%          0.71%         0.41% *
  Ratio of net income to average
    net assets                              4.96%          5.15%         4.99% *
  Portfolio turnover rate                  17.53%         34.96%         7.45%

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


See accompanying notes to financialstatements.
<PAGE>

                             SMITH HAYES TRUST, INC.
                          Notes to Financial Statements
                                  June 30, 1996


1.  Organization

    SMITH HAYES  Trust,  Inc.  (the  Trust) 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
    Fund (the Fund).

2.  Summary of Significant Accounting Policies

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

    Use of  Estimates:  In preparing  the  financial  statements, management  is
    required to make estimates and assumptions  that affect the reported amounts
    of assets and  liabilities  as of the date of the  financial  statements and
    changes  in net assets for the  period.  Actual  results  could  differ from
    those estimates.

    Valuation of Investments: Fund securities are valued at fair market value as
    determined  in good faith  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 Fund has shareholder activity.

    At June  30,  1996,  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 Fund 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 Fund prepares its tax return
    on an accrual basis.

<PAGE>


                             SMITH HAYES TRUST, INC.
                          Notes to Financial Statements

2.  Continued

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

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

3.  Related Party Transactions

    The Fund has retained  CONLEY  SMITH,  Inc.  (the  Adviser) as its exclusive
    investment  adviser.  The  agreement  provides  that the  Fund  will pay the
    Adviser a fee equal to .15% per annum of its average daily net assets.

    The  Fund  also  retained  Lancaster   Administrative  Services,  Inc.  (the
    Administrator),  to  act  as  its  administrator  and  transfer  agent.  The
    agreement  provides that the Fund will pay a fee to the  Administrator equal
    to .125% per annum of the average daily net assets.

    In addition to the advisory and administrative services agreements, the Fund
    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  Fund's  shares.   Pursuant  to  the
    distribution  plan under Rule 12b-1, the Fund will reimburse the Distributor
    for   shareholder-related   expenses   incurred  in   connection   with  the
    distribution of the Fund's shares, however under no circumstances shall such
    reimbursement exceed .25% per annum of the Fund's average daily net assets.

    Under the terms of the advisory,  administrative and distribution agreements
    outlined above, the Fund paid $15,880,  $12,786, and $26,465,  respectively,
    for such  services.  Of the  amount  paid to the  Distributor,  $18,536  was
    retained  by them for the sale of shares made by their  agents and  brokers.
    The Distributor also received $13,851 and retained $3,119 (after  allowances
    to dealers) as its portion of the sales  charges paid by  purchasers  of the
    Fund  shares.  Such sales  charges are not an expense of the Trust and hence
    are not reflected in the accompanying statement of operations.

    At June 30, 996 the Fund had accrued sales charges of $1,088 payable to the
    Distributor.

<PAGE>

                             SMITH HAYES TRUST, INC.
                          Notes to Financial Statements


3.  Continued

    Under the terms of the advisory  agreement,  the Adviser may be obligated to
    reimburse the Fund up to the amount of the Adviser's fee paid to the Adviser
    if during any year the expenses of the Fund,  including the  Adviser's  fee,
    exceed certain  limitations.  At June 30, 1996 no expense  reimbursement was
    required.

    In  addition   to  the  amount   paid  by  the  Fund  under  the   advisory,
    administration  and distribution  plans, the Fund used SMITH HAYES Financial
    Services  Corporation  (SMITH  HAYES)  to  affect  security  trades on their
    behalf.  SMITH HAYES was paid commissions in the amount of $18,000 for their
    brokerage services during the year ended June 30, 1996.

    At June 30, 1996, the directors,  officers,  and employees of the Trust, the
    Adviser,  Administrator  and Distributor  and their  immediate families held
    10,195 shares at a value of $98,178.

4.  Securities Transactions

    The Fund made purchases and sales of investment securities of $1,794,548 and
    $2,620,556, respectively, during the year ended June 30, 1996.

    At June  30,  1996,  the  aggregate gross  unrealized  appreciation  and the
    aggregate  gross  unrealized depreciation  of  securities  were  $93,447 and
    $95,609, respectively.

5.  Business Changes

    The Trust's Board of Directors has approved the creation of a multiple-class
    share  structure  for the  fund.  Three  classes  of stock  will be  created
    designated as Select, Investor, or Market Shares. Each share class will have
    or share in  varying  levels  of  charges  and  expenses  of the  Fund.  The
    multiple-class structure is anticipated to become effective in September
    1996.

    Effective in September  1996, the Trust will begin to utilize the trade name
    Lancaster Funds in its operations.


<PAGE>
                                   SMITH HAYES
                                   TRUST, INC.

                       INSTITUTIONAL MONEY MARKET PORTFOLIO

                                  ANNUAL REPORT
                                  JUNE 30, 1996


<PAGE>



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

                  Statement of Net Assets........................   2

                  Statement of Operations........................   4

                  Statements of Changes in Net Assets............   5

                  Financial Highlights...........................   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 Fund as of June 30, 1996, the related statement
of operations  for the year then ended,  and statements of changes in net assets
and the financial  highlights for the years ended June 30, 1996 and 1995.  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 audits. 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 financial highlights.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1996 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 audits provide 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 Fund as of June 30, 1996, the results of
its  operations  for the year then ended,  and the changes in its net assets and
the  financial  highlights  for the  years  ended  June 30,  1996 and  1995,  in
conformity with generally accepted accounting principles.


Deloitte & Touche LLP
Lincoln, Nebraska
July 22, 1996


<PAGE>

                             SMITH HAYES TRUST, INC.
                         INSTITUTIONAL MONEY MARKET FUND
                             STATEMENT OF NET ASSETS
                                  June 30, 1996


                                                          Yield at
      Par                                                 Time of      Amortized
     Value                     Description                 Purchase         Cost
- ----------------   --------------------------------   ----------   -------------
Certificates of Deposit -- 1%
 95,000    Beatrice National Bank and Trust
           Company, Beatrice, Nebraska, due 8/9/96            6.30%     $95,000

 95,000    First Bank & Trust Company,
             Cozad, Nebraska, due 12/16/96                    5.65%      95,000

 95,000    Curtis State Bank,
             Curtis Nebraska, due 9/16/96                     5.50%      95,000

 95,000    First National Bank
             Holdrege Nebraska, due 2/10/97                   6.00%      95,000

 95,000    Havelock Bank
             Lincoln Nebraska, due 8/03/96                    5.80%      95,000
                                                                      ---------
           Total (cost $475,000)                                        475,000
                                                                     ----------

Government Securities -- 4%
   250,000    Federal Home Loan Mtg. Corp., due 7/5/96    5.35%        249,857
   500,000    Federal Home Loan Mtg. Corp., due 7/15/96   5.25%        498,988
   650,000    Federal Home Loan Mtg. Corp., due 7/18/96   5.28%        648,416
 1,600,000    Federal Home Loan Mtg. Corp., due 8/27/96   5.40%      1,586,619
                                                                 -------------

                   Total (cost $2,983,880)                           2,983,880
                                                                 -------------


Trust Certificates -- U.S. Government Guaranteed Student Loans -- 90%
     60,000,000    Mid-America Student Finance Trust,
                   due 10/17/96 to 6/27/97 (cost$60,000,000) 5.63%* $60,000,000
                                                                   -------------
                                                                     63,458,880
                                                                     ----------
Total Investments -- 95%


<PAGE>

                             SMITH HAYES TRUST, INC.
                         INSTITUTIONAL MONEY MARKET FUND
                             STATEMENT OF NET ASSETS
                                   (Continued)


Excess of other Assets over Total Liabilities -- 5%
    (Includes $13,279 payable to investment
     adviser, administrator and distributor
     and $152,548 dividends payable to
     shareholders)                                                    3,304,221
                                                                  -------------
Net Assets -- 100% 
Applicable to 66,763,101 outstanding
shares of $.001 par value common stock                                         
(100,000,000 shares authorized)                                     $66,763,101
                                                                  =============

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.
               INSTITUTIONAL MONEY MARKET FUND
                   STATEMENT OF OPERATIONS
                   Year Ended June 30, 1996




Investment Interest Income                          $1,564,234
                                                    -----------

Expenses (note 2):
    Investment advisory fees                            27,243
    Administration fees                                 32,692
    Distribution fee                                    54,439
    Custodial fees                                      13,332
    Auditing and tax accounting fees                     6,068
    Legal fees                                           6,206
    Other expenses                                      16,126
                                                    -----------
        Total expenses                                 156,106
                                                    -----------

Net Investment Income                               $1,408,128
                                                    ===========



See accompanying notes to financial statements.
<PAGE>

                             SMITH HAYES TRUST, INC.
                         INSTITUTIONAL MONEY MARKET FUND
                       STATEMENTS OF CHANGES IN NET ASSETS
                       Years Ended June 30, 1996 and 1995



                                                   Year Ended       Year Ended
                                                    June 30,         June 30,
                                                    1996             1995
                                                 -------------    -------------
From Investment Operations:
    Net investment income
      distributed to shareholders                  $1,408,128        1,080,158
                                                 =============    =============

From Share Transactions:
  (at constant net asset value of $1 per share)
    Shares sold                                   101,840,935       61,906,153
    Shares issued in reinvestment of
      dividends from net investment income            992,239          693,024
                                                 -------------    -------------
                                                  102,833,174       62,599,177

    Shares redeemed                                60,407,009       66,271,044
                                                 -------------    -------------

    Total increase (decrease) in net assets
      derived from share transactions              42,426,165      (3,671,867)

Net Assets:
    Beginning of period                            24,336,936       28,008,803
                                                 -------------    -------------
    End of period                                 $66,763,101       24,336,936
                                                 =============    =============



See accompanying notes to financial statements.
<PAGE>
<TABLE>
<CAPTION>

                             SMITH HAYES TRUST, INC.
                              FINANCIAL HIGHLIGHTS
                         INSTITUTIONAL MONEY MARKET FUND
                    Years Ended June 30, 1996, 1995 and 1994 and the
                Period from November 12, 1992 (commencement of operations)
                                to June 30, 1993

                                      Year Ended   Year Ended   Year Ended  Period Ended
                                      June 30,     June 30,     June 30,     June 30,
                                         1996         1995         1994         1993
                                         ----         ----         ----         ----
<S>                                       <C>           <C>          <C>         <C>   
Net asset value:
  Beginning of period                       $1.00         1.00         1.00         1.00

  Income from investment operations,
    Net investment income                   0.052        0.054        0.040        0.009

  Less distributions,
    Dividends from net investment income   (0.052)      (0.054)      (0.040)      (0.009)

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

Yield                                       5.02%        5.63%        4.52%        4.28% *
                                            =====        =====        =====        ===== -

Effective yield                             5.14%        5.79%        4.62%        4.37% *
- ---------------                             =====        =====        =====        ===== -

Ratios/Supplemental data:
  Net assets, end of period           $66,763,101   24,336,936   28,008,803   14,855,439
                                      -----------   ----------   ----------   ----------

  Ratio of expenses to average net           0.57%        0.54%        0.61%        0.68% *

  Ratio of net income to average net assets  5.17%        5.42%        4.05%        4.40% *
   


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

See accompanying notes to financial statements.

</TABLE>


<PAGE>



                             SMITH HAYES TRUST, INC.
                          Notes to Financial Statements
                                  June 30, 1996


1.  Organization and Significant Accounting Policies

    SMITH HAYES Trust,  Inc. (the Company) 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 Institutional Money
    Market Fund (the Fund).

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

    Valuation of  Investments:  Fund  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,  which  approximates
    market,   or  at  original  cost,  which  combined  with  accrued  interest,
    approximates  market  value.  This method of valuation is used  consistently
    throughout the industry by money market funds wishing to maintain a constant
    net asset value per share.  The Fund 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 Fund amortizes premiums and discounts
    and accrues interest income daily.

    Federal  Income  Taxes:  It is the  policy  of the Fund to  comply  with the
    requirements of the Internal Revenue Code applicable to regulated investment
    companies  and to have  the Fund  distribute  virtually  all of its  taxable
    income generated to it's shareholders.  Therefore,  no liability for Federal
    income  taxes  is  required.  On a  calendar  year  basis,  the  Fund,  will
    distribute  substantially  all of its net  investment  income  and  realized
    gains,  if any, to avoid the payment of any Federal  excise taxes.  The Fund
    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, 1996,  35 banks have  entered into  repurchase
    agreements for an aggregate total of $71,000,000.

2.  Management Fee, Distribution Expense and Transactions with Affiliates

    The Fund has retained  CONLEY  SMITH,  Inc.  (the  Adviser) as its 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 the Fund.

    The Fund has also  retained  Lancaster  Administrative  Services,  Inc. (the
    Administrator),  to  act  as  its  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 the Fund.


<PAGE>


                             SMITH HAYES TRUST, INC.
                          Notes to Financial Statements


2.  Continued

    The Fund 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 Fund's shares. Pursuant to the
    shareholder  approved  distribution  plan  under Rule  12b-1,  the Fund will
    reimburse  the  Distributor  for  shareholder-related  expenses  incurred in
    connection with the  distribution of the Fund's shares.  Aggregate  payments
    cannot  exceed  the  annual  rate of .20% of the  Fund's  average  daily net
    assets.

    Under the terms of the advisory,  administrative and distribution agreements
    outlined above, the Fund paid $27,243,  $32,692 and $54,439,  respectively,
    for such services.

    In addition  to the  amounts  paid under the  advisory,  administration  and
    distribution  plans, the Fund primarily used SMITH HAYES Financial  Services
    Corporation  (SMITH HAYES) to affect  security  trades on its 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 $638 for brokerage services during the
    year ended June 30, 1996.

    At June 30, 1996, the directors, officers, and employees of the Company, the
    Adviser,  Administrator,  Distributor  and  their  immediate  families  held
    1,308,503  shares  of the  Fund,  which  constituted  1.96%  of  the  Fund's
    outstanding shares.

3.  Business Changes

    Effective in September  1996, the Trust will begin to utilize the trade name
    Lancaster Funds in its operations.





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