GREAT PLAINS FUNDS, N-30D, 1998-10-27

GREAT PLAINS FUNDS
N-30D, 1998-10-27

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GREAT PLAINS
FUNDS

COMBINED ANNUAL
REPORT FOR

GREAT PLAINS EQUITY FUND

GREAT PLAINS INTERNATIONAL EQUITY FUND

GREAT PLAINS PREMIER FUND

GREAT PLAINS INTERMEDIATE BOND FUND

GREAT PLAINS TAX-FREE BOND FUND

AUGUST 31, 1998

ADVISED BY

FIRST COMMERCE INVESTORS, INC.

INVESTMENT ADVISER'S MESSAGE
- -------------------------------------------------------------------------------

Dear Shareholder:

We are pleased to present the first Annual Report to Shareholders for the Great
Plains Funds. This report covers the eleven-month period from the Funds' initial
date of operation on September 29, 1997 through August 31, 1998.+ It gives you a
complete picture of each Fund, beginning with an overview by the Fund's
portfolio manager, followed by a complete listing of Fund holdings and the
financial statements.

Although bond investors experienced positive returns, it was a difficult period
for stock investors, as U.S. stocks experienced a series of declines in the wake
of foreign economic problems and U.S. political turmoil. While these declines
are extremely unpleasant, volatility will eventually occur in the stock market.
In fact, for any type of investment, volatility and return go hand in hand: the
greater the potential return, the greater the volatility. Fund-by fund
performance highlights for each Fund follow.

GREAT PLAINS EQUITY FUND

This Fund offers an "all around" approach to stock investing. It pursues total
return (current income and capital appreciation) over the long term by investing
primarily in large- and medium-capitalization U.S. and foreign stocks.

Reflecting difficulties in the U.S. stock market that occurred later in the
reporting period, the Fund's eleven-month total return was a slightly negative
(0.94%), or (3.92%) adjusted for the sales charge.* The positive impact on total
return was dividend income totaling $0.07 per share, while the negative impact
was a $0.16 per share decrease in net asset value. Fund net assets totaled $180
million at the end of the reporting period.

GREAT PLAINS PREMIER FUND

Designed for the more aggressive stock investor, this Fund pursues total return
(current income and capital appreciation) by investing primarily in
small-capitalization U.S. and foreign common stocks.** Over the reporting
period, the small-cap area of the stock market experienced a greater downturn
than large-cap stocks. As a result, the Fund's eleven-month total return was
(11.69%), or (14.34%) adjusted for the sales charge.* As the prices of small-
company stocks declined, the Fund's net asset value declined by $1.17 per share.
At the end of the reporting period, Fund net assets totaled $22 million.

GREAT PLAINS INTERMEDIATE BOND FUND

This bond fund offers income and a less aggressive approach to total return than
stocks. It invests primarily in intermediate-term bonds issued by U.S. and
international corporations and governments. At the end of the reporting period,
the Fund's $147 million in net assets were invested across corporate

* Performance quoted represents past performance and is not indicative of
future results. Investment return and principal value will fluctuate, so that
an investor's shares, when redeemed, may be worth more or less than their
original cost.

** Small-cap stocks have historically experienced greater volatility than
average. Foreign investing involves special risks including currency risk,
increased volatility of foreign securities, and differences in auditing and
other financial standards.

+ Great Plains International Equity Fund did not have operations prior to
August 31, 1998 and therefore is not included in this report.

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bonds (29.6%), U.S. Treasury securities (26.1%), mortgage-backed securities
(18.1%), and government agency securities (24.0%). Over the reporting period,
this Portfolio produced a relatively strong eleven-month total return of 9.23%,
or 5.94% adjusted for the sales charge,* through a $0.36 increase in net asset
value and $0.54 per share in dividend income.

GREAT PLAINS TAX-FREE BOND FUND

Designed for the tax-sensitive income investor, this Fund pursues current income
exempt from federal regular income tax and, secondarily, exempt from Nebraska
regular income tax.*** It invests primarily in intermediate- to long-term,
investment-grade bonds issued by municipalities in Nebraska and other states.
Over its initial period of operation, the Fund achieved an eleven-month total
return of 5.29%, or 2.12% adjusted for the sales charge,* through dividend
income totaling $0.39 per share and a net asset value increase of $0.13 per
share. Net assets totaled $67 million at the end of the reporting period.

Thank you for joining other investors who are pursuing their financial goals
through the quality management and diversification of the Great Plains Funds. In
the current environment, it's important to remember that, when it comes to
pursuing long-term investment results from stocks, the slow and steady approach
makes the most sense.

We will continue to keep you-up-to-date on your progress through the highest
level of service.

Sincerely,

/s/ James Stuart, III
James Stuart, III
Chairman & Chief Executive Officer
First Commerce Investors, Inc.
Investment Adviser to the Great Plains Funds

*** Income may be subject to the federal alternative minimum tax.

INVESTMENT REVIEW
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GREAT PLAINS EQUITY FUND

This past year has been a challenging one for most mutual funds. In particular,
the emotions driving the stock market have seen their highs and lows. The one
unifying economic factor that has created both opportunities and challenges has
been the increasing trend toward global deflation. Approximately one year ago,
this factor hit the front page as economic weakness unfolded in the developing
countries of Southeast Asia. To a significant degree, this trend had already
emerged in Japan, which has been in a recession for some time. Since then, we
have seen a global decrease in most commodity prices, affecting Russia and now
many other countries. The economic weakness has forced many developing countries
to sharply increase interest rates to help defend currency rates, which has not
worked in most cases. The bottom line is that this environment has produced a
global slowing in economic activity, which is now directly affecting Western
Europe and the United States.

This backdrop has produced a market correction in the U.S. markets to a degree
not seen since the fall of 1990. From its peak in July, to its trough on August
31, 1998, the Standard & Poor's 500 Index (the "S&P 500")* has declined 19.3%.
However, the broader market of small to mid-sized companies has actually been in
a corrective mode since April. The Russell 2000 Small Stock Index** has declined
31.2% since April 21. The extremely narrow market leadership this summer helps
explain why the average stock mutual fund has significantly underperformed the
S&P 500.

This emotional market environment tempts any portfolio manager to try and "time"
the market, and sell stocks in advance of falling prices. In theory this seems
to be a rational philosophy; in practice, it rarely works consistently. In one
of the best real world examples of why we pay little attention to predictions of
over all market trends (including our own), one should analyze the recent
performance of the well known Brandywine Fund. The manager of that fund
personally traveled to Asia last fall, and found the economic situation to be
much worse than generally perceived. Based on his analysis, he made the decision
to raise the cash levels in the fund to 70% by the end of 1997. However, by the
end of June of this year, he had thrown in the towel, and reversed direction and
gone back to being almost 95% invested in stocks. Despite the fact that his
attempt to time the market was based on analysis which was completely correct,
as of the writing of this letter, the Brandywine Fund has underperformed the S&P
500 by almost 20 full percentage points from the start of the year through the
end of September 1998.

Our perception of the overall stock market environment is irrelevant. We believe
basing the management of this stock fund on a single prediction for the market
would be foolish, and completely against our investment philosophies. We will
continue to manage this Fund based upon the outlook and attractiveness of
individual companies. If we find stocks that are selling at valuation levels
that appear attractive on a long-term basis, we won't hesitate to buy despite
the current market conditions. At the same time, we will sell stocks if they no
longer look attractive, even if they have already fallen

* The S&P 500 is an index consisting of common stocks of industrial, utility,
transportation, and financial companies in the United States market. This
index is unmanaged, and investments cannot be made in an index.

** The Russell 2000 Small Stock Index is an unmanaged capitalization weighted
index consisting of 2,000 small capitalization common stocks. Investments
cannot be made in an index.

in price. We strongly prefer to own companies with good growth prospects that
are efficiently managed by shareholder-oriented management teams. We strongly
prefer to own "great" companies at fair to attractive prices, relative to owning
"fair" companies, even though they may sport exceedingly attractive valuations.
History has shown that this type of prudent investment philosophy should over a
long time period produce exceptional relative investment results.

Some shareholders may also be questioning our philosophy of being a globally
diversified Fund, given the economic problems in many foreign countries. While
we are cognizant of these problems, there are two important points which must be
recognized. First, we only own companies that are located in countries with
firmly entrenched political and economic policies. We own no companies that are
based in countries that have had significant problems. Second, virtually all of
our "global" companies have business franchises that are comparable to the U.S.
companies we own. As an example, holdings such as Nestle (food), Royal Dutch
(energy) and Nokia (cellular phones) have dominant global business franchises.
Holdings such as Canal Plus (pay TV in France), De Telegraaf (newspapers in the
Netherlands) and Telecom Italia (phone service in Italy) have dominant
franchises in their particular countries. These are good examples of companies
we like on a long-term basis.

Over the past year, we have continued to use the same value-oriented investment
philosophy to manage the Fund assets. We believe this to be extremely important
in a market environment that is full of uncertainty. It is tempting to let
emotions drive investment decisions. However we tend to ignore these emotions,
and let our fundamental analysis drive our decisions. These investment
philosophies have served our shareholders well over the past year, although we
too have had our challenges.

Given ten months of generally bull market conditions, followed by two months of
correction, it is very hard to assess the performance of individual stocks.
However, we do believe that many of our larger holdings have performed very well
over the past year. As an example, our largest holding, AllTel (previously 360
Communications) was up 80.7% over the last year. Hasbro was up 17.6%, SCOR was
up 55.3%, Fannie Mae was up 30.8%, Freddie Mac was up 22.4% and De Telegraaf was
up 11.4%. Some of our largest disappointments included Vishay Intertechnology
down 59%, Manpower down 52% and M.A. Hanna down 50%. These losses seem somewhat
shocking, but were not uncommon for many funds given the underperformance of
mid-cap stocks.

While performance for the Great Plains Equity Fund has been challenging on an
absolute basis during 1998, we have been pleased by our relative performance. On
a year to date, total return basis from January 1, 1998 through August 31, 1998,
the Great Plains Equity Fund was down 1.89%, relative to the S&P 500 being down
0.37%, and the Dow Jones Industrial Average being down 3.55%. Over this same
time period, the Lipper Growth and Income Fund Average* was down 6.5%. The Fund
performed particularly well during the month of August, when stock prices were
under significant pressure.

For the fiscal year ended August 31, 1998, the Great Plains Equity Fund was up
2.96%, while the Lipper Growth and Income Fund Average was down 0.81%. For the
eleven month period ended August 31, 1998, the Fund had a total return of
(0.94%) ((3.92%) adjusted for the sales charge).** Most importantly, on a three
year total return annualized basis ending August 31, the Great Plains Equity
Fund had a 19.23% average annual return, (18.03% adjusted for sales charge),***
while the Lipper Growth and Income Fund Average had a 15.53% average annual
return. Based upon these comparisons, we believe we have significantly
outperformed other conservatively managed stock mutual funds over the past three
years.

We would not be surprised if the stock market continues to be volatile for the
time being. This market volatility is not all bad news, especially for value
investors such as us. This type of market environment can potentially produce
wonderful buying opportunities in companies with exceptional growth prospects.
If we can successfully implement our investment philosophies, it could
significantly increase the returns of the Fund to our shareholders.

* Lipper figures represent the average of the total returns reported by all of
the mutual funds designated by Lipper Analytical Services, Inc. as falling
into the respective categories indicated. These figures do not reflect sales
charges.

** Performance quoted represents past performance and is not indicative of
future results. Investment return and principal value will fluctuate, so
that an investor's shares, when redeemed, may be worth more or less than
their original cost.

*** The Equity Fund's total return for the fiscal year ended August 31, 1998,
based on net asset value and offering price, was 2.96%, and (0.13%). The
Equity Fund's total average annualized returns for the five and ten year
periods ended August 31, 1998, based on net asset value and offering price,
were 14.66% and 13.96%, and 13.26% and 12.92%, respectively. The quoted
performance data includes the performance of a common trust fund advised by
First Commerce Investors, Inc., for the period before the date on which the
Equity Fund commenced operations (9/29/97), as adjusted to reflect the
Equity Fund's anticipated expenses as set forth in the "Expenses of the
Fund" section of the Equity Fund's prospectus. The common trust fund was not
registered under the Investment Company Act of 1940 (the "1940 Act"), and
therefore was not subject to certain investment restrictions that are
imposed by the 1940 Act. If the common trust fund had been registered under
the 1940 Act, the performance may have been adversely affected.

GREAT PLAINS PREMIER FUND

Six out of the last seven years, small-cap stocks have produced double-digit
returns.* In fact, the last significant correction in small-cap stocks occurred
in 1990, when the smallest 20% of the stocks on the New York Stock Exchange
produced a negative return of 21.6%. It should not really be a surprise that the
small company sector of the market is finally experiencing a significant
correction. The surprise may be that larger cap stocks up until mid-July had
continued to produce such strong relative performance. However, larger company
stocks and small company stocks periodically produce significant variations in
returns; the environment in 1998 has produced such a situation.

So why have small-cap stocks underperformed large-cap stocks so significantly
over the past year? Some of the reasons are fundamentally sound in nature.
Historically, when risk levels increase and financial markets are under stress,
small stocks typically underperform large stocks. The global financial problems
in Southeast Asia, Japan, Russia and now South America have produced slowing
levels of economic growth, which are now affecting the U.S. These series of
events have placed various stresses on the financial markets not seen since
1990. However, the factor which has most affected small company stocks is that
portfolio managers for large funds (which dominate the mutual fund industry),
generally refuse to buy smaller companies due to the liquidity risk (not being
able to sell a large position quickly).

Because of all of these factors, valuation levels for many small company stocks
have now fallen to levels not seen for many years. It has been very common for
small companies with fundamental problems to have fallen in price by over 50%,
in just a few months. Companies with absolutely no fundamental problems have
decreased by 30% in some cases. We can now find numerous companies with 15% or
better earnings growth potential selling at under 12 times 1998 earnings. In
some cases, companies with slightly lower growth prospects sell for less than 8
times earnings. We now have a much longer list of companies we are actively
investigating.

This environment has also given us the opportunity to upgrade the quality of our
portfolio without harming the investment potential on a long-term basis. When
one manages a diversified portfolio, it's not uncommon for a certain percentage
of the holdings to have disappointing earnings relative to expectations. Because
of the apparent valuation opportunities in many small company stocks, we
potentially have the opportunity to sell companies that may have lower growth
prospects than originally expected, and replace them with companies that have
similar or better growth prospects at even lower valuations.

While larger stocks continued to rally this past summer, small stocks actually
reached their peak in mid-April. Thus, we have actually seen most small company
stocks correct over the past five months. Despite this challenging environment,
many of our stocks performed well. Our largest holding (Duff

* Small cap stocks have historically experienced greater volatility than
average.

and Phelps Credit Rating Co.) was up 61% over the past year. Other significant
holdings include ASA Holdings up 17%, Edipresse up 13% and De Telegraaf up 11%.
Some of our largest disappointments included Vishay Intertechnology down 59%,
Wausua-Mosinee Paper down 41%, and M.A. Hanna down 50%. These losses seem
somewhat shocking, but were very common for many small cap funds given the
underperformance of smaller stocks.

While we are always disappointed with negative performance, we have actually
been very pleased with the performance on the Great Plains Premier Fund in a
relative sense. On a year to date, total return basis from January 1, 1998
through August 31, 1998, the Great Plains Premier Fund was down 9.33%, relative
to the Russell 2000 Small Stock Index* being down 22.08%, and the Lipper Small
Cap Fund Average** being down 20.58%. The Fund performed particularly well
during the month of August, when stock prices were under significant pressure.

For the fiscal year ended August 31, 1998, the Great Plains Premier Fund was
down 8.66%, while the Russell 2000 Index was down 19.2% and the Lipper Small-
Cap Fund Average was down 19.4%. For the eleven month period ended August 31,
1998, the Fund had a total return of (11.7%) ((14.3%) adjusted for sales
charge).+ Most importantly, on a three year total return annualized basis ending
August 31, the Great Plains Premier Fund had a 15.4% average annual return
(14.2% adjusted for sales charge),++ while the Russell 2000 Index had a 4.9%
average annual return and the Lipper Small-Cap Fund Average had a 2.9% average
annual return. Based upon these comparisons, we believe we have significantly
outperformed other small company stock mutual funds over the past three years.

* The Russell 2000 Small Stock Index is an unmanaged capitalization weighted
index consisting of 2,000 small capitalization common stocks. Investments
cannot be made in an index.

** Lipper figures represent the average of the total returns reported by all of
the mutual funds designated by Lipper Analytical Services, Inc. as falling
into the respective categories indicated. These figures do not reflect sales
charges.

+ Performance quoted represents past performance and is not indicative of future
results. Investment return and principal value will fluctuate, so that an
investor's shares, when redeemed, may be worth more or less than their
original cost.

++ The Premier Fund's average annualized total return for the fiscal year ended
August 31, 1998, based on net asset value and offering price, was (8.66%),
and (11.40%). The Premier Fund's total returns for the five year period ended
August 31, 1998, and for the period from October 1988 (date of inception) to
August 31, 1998, based on net asset value and offering price, were 12.55% and
11.87%, and 10.20% and 9.86%, respectively. The quoted performance data
includes the performance of a common trust fund advised by First Commerce
Investors, Inc., for the period before the date on which the Premier Fund
commenced operations (9/29/97), as adjusted to reflect the Premier Fund's
anticipated expenses as set forth in the "Expenses of the Fund" section of
the Premier Fund's prospectus. The common trust fund was not registered under
the Investment Company Act of 1940 (the "1940 Act"), and therefore was not
subject to certain investment restrictions that are imposed by the 1940 Act.
If the common trust fund had been registered under the 1940 Act, the
performance may have been adversely affected.

GREAT PLAINS INTERMEDIATE BOND FUND

The bond markets during 1998 have been surprising. After starting the year out
at unusually low interest rates, the bond markets responded to unusually strong
economic growth numbers and bond yields rose. This caused bond prices to
decline. Bond investors were second-guessing themselves as to why they were
buying and/or holding bonds and not stocks.

During the summer, things changed. More problems overseas surfaced and the
international markets and the domestic equity market began to become less
enticing. As international investors and some U.S. money managers began to
reallocate their investable funds, the U.S. Treasury market became the haven for
vast amounts of nontraditional bond money. U.S. Treasury bond prices rose
causing yields to decline dramatically. The decline in yields was across the
entire maturity spectrum. Most other taxable bond markets tried to keep pace
with the movement of the U.S. Treasury yields, but they were unable to keep
pace. As a result, the normal difference in yield between a typical corporate
bond and a similar maturity U.S. Treasury increased. The same thing happened to
agency bonds and mortgage securities. As the yields on Treasury bonds declined
even more, the yield differential between Treasury bonds and all other
securities widened even more.

As yields on U.S. Treasury securities have declined, they have become less
appealing as permanent investments in the Fund, especially when higher absolute
yields are available on other fixed income securities. Consequently the Fund has
emphasized investing in other securities rather than Treasuries so that the
Fund's orientation in recent months has changed slightly. Over the last year the
most notable differences in composition has been the reduced weighting in
mortgages and the offsetting increased weighting in agency securities.
Nevertheless, the overall quality of the Fund is about the same since the new
investments weren't significantly different in quality.

Over the last year, the Fund has been gradually redeploying funds from one
security to another as the bond markets have changed. Earlier in the year when
yields were rising the Fund bought some longer securities. At other times the
Fund bought some intermediate maturity bonds as the yield on these securities
were similar to longer securities, but the potential price volatility was less.
At other times the Fund focused on buying callable bonds as the yield on these
securities were attractive even with the possibility of the bonds being called
away at a later date. During most of the past year, the Fund has attempted to
remain fully invested and has attempted to buy bonds on weakness. Only when
yields were rising did the Fund not aggressively add to its long-term security
positions.

Its modest de-emphasizing of Treasuries have impacted performance of the Fund
during the year as all U.S. Treasury bonds outperformed other comparable
securities. Nevertheless, the Great Plains Intermediate Bond Fund has had good
performance since the beginning of the year and over the last twelve months.
Since the beginning of the year through August 31, 1998, the Fund's total return
has been 6.25% (3.10% adjusted for sales charge).* For the last twelve months
the Fund's performance was

11.09% (7.75% adjusted for sales charge).** By comparison the Lipper
Intermediate Investment Grade Mutual Fund Average+ had total returns of 5.18%
and 9.05% during these time periods, respectively.

In analyzing the factors that contributed to the Fund's performance over the
last year, I have already mentioned that cutting back on Treasuries detracted a
little from performance. After U.S. Treasury bonds, agencies were the next best
performing bond sector followed by the corporate bonds. Mortgage securities were
the least positive contributor, but if the market direction changes, they may be
the best performers. Overall due to the rally, the longer the maturity of the
security the better the bond performed.

GREAT PLAINS TAX-FREE BOND FUND

Since the beginning of 1998 all fixed income markets have rallied as economic
factors and other influences have caused interest rates to decline to new record
low levels or to levels not seen in 20 years. The municipal bond market has
tried to keep pace with the rally in the other fixed income markets, but the
prices of existing municipal bonds have not been able to rally as much.
Consequently municipal bonds, in a relative sense, are extremely attractive on
an aftertax basis versus other alternative fixed income securities. But, their
absolute yield is substantially less than it was a year ago and by comparison to
historic yields not very enticing.

Municipal bonds have not kept pace with the price appreciation in the U.S.
Treasury market for a couple of reasons. Most importantly, nontraditional fixed
income investors who have sought a safe haven for investable funds away from
foreign securities and U.S. equities, have influenced the U.S. Treasury market
by causing prices of U.S. Treasury bonds to be bid up. These safe haven
investors have limited their purchases to the extremely liquid Treasury market
and have avoided all other fixed income securities (i.e. corporate bonds,
municipal bonds, and agency bonds). Therefore U.S. Treasury bond yields have
declined more than the yields in the other bond markets. The other reason
municipal bonds have not kept pace with the price appreciation of other markets
is that demand for municipal bonds has been less than the supply. Until recently
much of the new funds flowing into the investment area have been for the equity
markets and little new money was available for the municipal bond market and
some bond maturities were even reinvested into equities. Therefore, municipal
bond prices did not rise much, since the supply of available bonds was almost
always sufficient to meet the demand.

** The quoted performance data includes the performance of a common trust fund
advised by First Commerce Investors, Inc., for the period before the date on
which the Intermediate Bond Fund commenced operations (9/29/97), as adjusted
to reflect the Intermediate Bond Fund's anticipated expenses as set forth in
the "Expenses of the Fund" section of the Intermediate Bond Fund's
prospectus. The common trust fund was not registered under the Investment
Company Act of 1940 (the "1940 Act"), and therefore was not subject to
certain investment restrictions that are imposed by the 1940 Act. If the
common trust fund had been registered under the 1940 Act, the performance may
have been adversely affected.

+ Lipper figures represent the average of the total returns reported by all of
the mutual funds designated by Lipper Analytical Services, Inc. as falling
into the respective categories indicated. These figures do not reflect sales
charges.

This lack of demand would normally cause municipal bond issuers to raise yields
to attract investors, thus causing a rise in municipal bond yields.
Nevertheless, municipal bond yields have declined since the beginning of the
year. A ten-year high quality municipal bond yielded approximately 4.50% on
December 31, 1997. A similar ten-year high quality municipal bond would have
yielded 4.35% on August 31, 1998. Since the end of August, municipal yields have
continued to come down a little more.

Stemming from the modest rally in the municipal bond market, the Great Plains
Tax-Free Bond Fund had a total return of 3.34% (0.26% adjusted for sales charge)
since December 31, 1997* and 6.29% (3.10% adjusted for sales charge) for the
fiscal year ended August 31, 1998**. These total returns compare to 3.77% for
the Lipper Intermediate Municipal Debt Average*** for the eight month period,
and 7.02% for the twelve month period.

The total return difference between the Great Plains Tax-Free Bond Fund and the
Lipper Average is more than I would like, but the Fund's main goal is to
generate reasonable tax-sheltered income exempt from federal and Nebraska income
taxes.+ Had the Fund dramatically changed its composition, the Fund's
performance would have been closer to the Lipper Average return, but the
shareholders would have had significant capital gains to pay and the exempt
income distributions would probably not have been any better.

Even though the Fund has limited generating taxable capital gains, the Fund has
added numerous new positions to the portfolio over the last year as bond
maturities have been redeployed. During this time period, I have attempted to
lengthen the portfolio in order to increase its distribution yield to the
shareholders. In accomplishing this, the Fund has sought the most attractive
yields available to institutional investors with some of these investments being
in non-Nebraska bonds for diversification reasons and some new investments being
made into Nebraska bonds when available. As a result, the average maturity of
the portfolio has extended from 7.7 years to 8.1 years. Even with these
transactions, the quality of the portfolio has been maintained throughout the
year and the Fund currently has approximately 56% of its assets invested in
municipal securities exempt from Nebraska income taxes.

+ Income may be subject to the federal alternative minimum tax.

* Performance quoted represents past performance and is not indicative of future
results. Investment return and principal value will fluctuate, so that an
investor's shares, when redeemed, may be worth more or less than their
original cost.

** The quoted performance data includes the performance of a common trust fund
advised by First Commerce Investors, Inc., for the period before the date on
which the Tax-Free Bond Fund commenced operations (9/29/97), as adjusted to
reflect the Tax-Free Bond Fund's anticipated expenses as set forth in the
"Expenses of the Fund" section of the Tax-Free Bond Fund's prospectus. The
common trust fund was not registered under the Investment Company Act of 1940
(the "1940 Act"), and therefore was not subject to certain investment
restrictions that are imposed by the 1940 Act. If the common trust fund had
been registered under the 1940 Act, the performance may have been adversely
affected.

*** Lipper figures represent the average of the total returns reported by all of
the mutual funds designated by Lipper Analytical Services, Inc. as falling
into the respective categories indicated. These figures do not reflect sales
charges.

GREAT PLAINS EQUITY FUND
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GROWTH OF $10,000 INVESTED IN GREAT PLAINS EQUITY FUND The graph
below illustrates the hypothetical investment of $10,000* in the
Great Plains Equity Fund (the "Fund") from August 31, 1988** to August 31, 1998,
compared to a hypothetical investment of $10,000 in the Standard & Poor's 500
Index (S&P 500)+ and the Lipper Growth and Income Fund Average (LGIFA).++

[Graphic representation omitted. Please see Appendix A1.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* Represents a hypothetical investment of $10,000 in the Fund after deducting
the maximum sales charge of 3.00% ($10,000 investment minus $300 sales charge
= $9,700). The Fund's performance assumes the reinvestment of all dividends
and distributions. The S&P 500 and the LGIFA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Equity Fund is the successor to a common trust fund. The
quoted performance data includes performance of the common trust fund for the
period from 8/31/88 to 9/29/97 when the Fund first commenced operation, as
adjusted to reflect the Fund's anticipated expenses. The common trust fund
was not registered under the Investment Company Act of 1940 ("1940 Act") and
therefore was not subject to certain investment restrictions imposed by the
1940 Act. If the common trust fund had been registered under the 1940 Act,
the performance may have been adversely affected.
*** Total return quoted represents the 3.00% sales charge.
+ The Standard & Poor's 500 Index is not adjusted to reflect sales charges,
expenses, or other fees that the SEC requires to be reflected in the Fund's
performance. This index is unmanaged, and investments cannot be made in an
index.
++ The Lipper Growth and Income Fund Average represents the average of the total
returns reported by all of the mutual funds designated by Lipper Analytical
Services, Inc. as falling into the respective category and is not adjusted to
reflect any sales charges. However, these total returns are reported net of
expenses or other fees that the SEC requires to be reflected in the Fund's
performance.

GREAT PLAINS EQUITY FUND (WITHOUT SALES CHARGE)
- -------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN GREAT PLAINS EQUITY FUND The graph
below illustrates the hypothetical investment of $10,000* in the
Great Plains Equity Fund (the "Fund") from August 31, 1988** to August 31, 1998,
compared to a hypothetical investment of $10,000 in the Standard & Poor's 500
Index (S&P 500)+ and the Lipper Growth and Income Fund Average (LGIFA).++

[Graphic representation omitted. Please see Appendix A2.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* The Fund's performance assumes the reinvestment of all dividends and
distributions. The S&P 500 and the LGIFA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Equity Fund is the successor to a common trust fund. The
quoted performance data includes performance of the common trust fund for the
period from 8/31/88 to 9/29/97 when the Fund first commenced operation, as
adjusted to reflect the Fund's anticipated expenses. The common trust fund
was not registered under the Investment Company Act of 1940 ("1940 Act") and
therefore was not subject to certain investment restrictions imposed by the
1940 Act. If the common trust fund had been registered under the 1940 Act,
the performance may have been adversely affected.
+ The Standard & Poor's 500 Index is not adjusted to reflect sales charges,
expenses, or other fees. This index is unmanaged, and investments cannot be
made in an index.
++ The Lipper Growth and Income Fund Average represents the average of the total
returns reported by all of the mutual funds designated by Lipper Analytical
Services, Inc. as falling into the respective category and is not adjusted to
reflect any sales charges. However, these total returns are reported net of
expenses or other fees.

GREAT PLAINS PREMIER FUND
- -------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN GREAT PLAINS PREMIER FUND The graph
below illustrates the hypothetical investment of $10,000* in the
Great Plains Premier Fund (the "Fund") from October 31, 1988 (start of
performance)** to August 31, 1998, compared to a hypothetical investment of
$10,000 in the Russell 2000 Small Stock Index (RU2)+ and the Lipper Small-Cap
Fund Average (LSCFA).++

[Graphic representation omitted. Please see Appendix A3.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* Represents a hypothetical investment of $10,000 in the Fund after deducting
the maximum sales charge of 3.00% ($10,000 investment minus $300 sales charge
= $9,700). The Fund's performance assumes the reinvestment of all dividends
and distributions. The RU2 and the LSCFA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Premier Fund is the successor to a common trust fund. The
quoted performance data includes performance of the common trust fund for the
period from 10/31/88 (inception date of common trust fund) to 9/29/97 when
the Fund first commenced operation, as adjusted to reflect the Fund's
anticipated expenses. The common trust fund was not registered under the
Investment Company Act of 1940 ("1940 Act") and therefore was not subject to
certain investment restrictions imposed by the 1940 Act. If the common trust
fund had been registered under the 1940 Act, the performance may have been
adversely affected.
*** Total return quoted reflects the 3.00% sales charge.
+ The Russell 2000 Small Stock Index is not adjusted to reflect sales charges,
expenses, or other fees that the SEC requires to be reflected in the Fund's
performance. This index is unmanaged and investments cannot be made in an
index.
++ The Lipper Small-Cap Fund Average represents the average of the total returns
reported by all of the mutual funds designated by Lipper Analytical Services,
Inc. as falling into the respective category and is not adjusted to reflect
any sales charges. However, these total returns are reported net of expenses
or other fees that the SEC requires to be reflected in the Fund's
performance.

GREAT PLAINS PREMIER FUND (WITHOUT SALES CHARGE)
- -------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN GREAT PLAINS PREMIER FUND The graph
below illustrates the hypothetical investment of $10,000* in the
Great Plains Premier Fund (the "Fund") from October 31, 1988 (start of
performance)** to August 31, 1998, compared to a hypothetical investment of
$10,000 in the Russell 2000 Small Stock Index (RU2)+ and the Lipper Small-Cap
Fund Average (LSCFA).++

[Graphic representation omitted. Please see Appendix A4.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* The Fund's performance assumes the reinvestment of all dividends and
distributions. The RU2 and the LSCFA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Premier Fund is the successor to a common trust fund. The
quoted performance data includes performance of the common trust fund for the
period from 10/31/88 (inception date of common trust fund) to 9/29/97 when
the Fund first commenced operation, as adjusted to reflect the Fund's
anticipated expenses. The common trust fund was not registered under the
Investment Company Act of 1940 ("1940 Act") and therefore was not subject to
certain investment restrictions imposed by the 1940 Act. If the common trust
fund had been registered under the 1940 Act, the performance may have been
adversely affected.
+ The Russell 2000 Small Stock Index is not adjusted to reflect sales charges,
expenses, or other fees. This index is unmanaged and investments cannot be
made in an index.
++ The Lipper Small-Cap Fund Average represents the average of the total returns
reported by all of the mutual funds designated by Lipper Analytical Services,
Inc. as falling into the respective category and is not adjusted to reflect
any sales charges. However, these total returns are reported net of expenses
or other fees.

GREAT PLAINS INTERMEDIATE BOND FUND
- -------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN GREAT PLAINS INTERMEDIATE BOND FUND The
graph below illustrates the hypothetical investment of $10,000* in the
Great Plains Intermediate Bond Fund (the "Fund") from August 31, 1988** to
August 31, 1998, compared to a hypothetical investment of $10,000 in the Lehman
Brothers Government Corporate Index 5-10 (LGCI) and the Lipper
Intermediate Investment Grade Average (LIIGA).+

[Graphic representation omitted. Please see Appendix A5.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* Represents a hypothetical investment of $10,000 in the Fund after deducting
the maximum sales charge of 3.00% ($10,000 investment minus $300 sales charge
= $9,700). The Fund's performance assumes the reinvestment of all dividends
and distributions. The LGCI and the LIIGA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Intermediate Bond Fund is the successor to a common trust
fund. The quoted performance data includes performance of the common trust
fund for the period from 8/31/88 to 9/29/97 when the Fund first commenced
operation, as adjusted to reflect the Fund's anticipated expenses. The common
trust fund was not registered under the Investment Company Act of 1940 ("1940
Act") and therefore was not subject to certain investment restrictions
imposed by the 1940 Act. If the common trust fund had been registered under
the 1940 Act, the performance may have been adversely affected.
*** Total return quoted reflects the 3.00% sales charge.
+ The Lehman Brothers Government/Corporate Bond Index is not adjusted to
reflect sales charges, expenses, or other fees that the SEC requires to be
reflected in the Fund's performance. This index is unmanaged, and investments
cannot be made in an index.
++ The Lipper Intermediate Investment Grade Average represents the average of
the total returns reported by all of the mutual funds designated by Lipper
Analytical Services, Inc. as falling into the respective category and is not
adjusted to reflect any sales charges. However, these total returns are
reported net of expenses or other fees that the SEC requires to be reflected
in the Fund's performance.

GREAT PLAINS INTERMEDIATE BOND FUND
(WITHOUT SALES CHARGE)
- -------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN GREAT PLAINS INTERMEDIATE BOND FUND The
graph below illustrates the hypothetical investment of $10,000* in the
Great Plains Intermediate Bond Fund (the "Fund") from August 31, 1988** to
August 31, 1998, compared to a hypothetical investment of $10,000 in the Lehman
Brothers Government Corporate Index 5-10 (LGCI) and the Lipper
Intermediate Investment Grade Average (LIIGA).+

[Graphic representation omitted. Please see Appendix A6.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* The Fund's performance assumes the reinvestment of all dividends and
distributions. The LGCI and the LIIGA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Intermediate Bond Fund is the successor to a common trust
fund. The quoted performance data includes performance of the common trust
fund for the period from 8/31/88 to 9/29/97 when the Fund first commenced
operation, as adjusted to reflect the Fund's anticipated expenses. The common
trust fund was not registered under the Investment Company Act of 1940 ("1940
Act") and therefore was not subject to certain investment restrictions
imposed by the 1940 Act. If the common trust fund had been registered under
the 1940 Act, the performance may have been adversely affected.
+ The Lehman Brothers Government/Corporate Bond Index is not adjusted to reflect
sales charges, expenses, or other fees. This index is unmanaged, and
investments cannot be made in an index.
++ The Lipper Intermediate Investment Grade Average represents the average of
the total returns reported by all of the mutual funds designated by Lipper
Analytical Services, Inc. as falling into the respective category and is not
adjusted to reflect any sales charges. However, these total returns are
reported net of expenses or other fees.

GREAT PLAINS TAX-FREE BOND FUND
- -------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN GREAT PLAINS TAX-FREE BOND FUND The graph
below illustrates the hypothetical investment of $10,000* in the
Great Plains Tax-Free Bond Fund (the "Fund") from August 31, 1988** to August
31, 1998, compared to a hypothetical investment of $10,000 in the Lehman
Brothers Municipal Index/7-Year (LB7GO)+ and the Lipper Intermediate Municipal
Debt Average (LIMA).++

[Graphic representation omitted. Please see Appendix A7.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* Represents a hypothetical investment of $10,000 in the Fund after deducting
the maximum sales charge of 3.00% ($10,000 investment minus $300 sales charge
= $9,700). The Fund's performance assumes the reinvestment of all dividends
and distributions. The LB7GO and the LIMA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Tax-Free Bond Fund is the successor to a common trust fund.
The quoted performance data includes performance of the common trust fund for
the period from 8/31/88 to 9/29/97 when the Fund first commenced operation,
as adjusted to reflect the Fund's anticipated expenses. The common trust fund
was not registered under the Investment Company Act of 1940 ("1940 Act") and
therefore was not subject to certain investment restrictions imposed by the
1940 Act. If the common trust fund had been registered under the 1940 Act,
the performance may have been adversely affected.
*** Total return quoted reflects the 3.00% sales charge.
+ The Lehman Brothers Municipal Index/7-Year is not adjusted to reflect sales
charges, expenses, or other fees that the SEC requires to be reflected in the
Fund's performance. This index is unmanaged. Actual investments may not be
made in an index.
++ The Lipper Intermediate Municipal Debt Fund Average represents the average of
the total returns reported by all of the mutual funds designated by Lipper
Analytical Services, Inc. as falling into the respective category and is not
adjusted to reflect any sales charges. However, these total returns are
reported net of expenses or other fees that the SEC requires to be reflected
in the Fund's performance.

GREAT PLAINS TAX-FREE BOND FUND
(WITHOUT SALES CHARGE)
- -------------------------------------------------------------------------------
GROWTH OF $10,000 INVESTED IN GREAT PLAINS TAX-FREE BOND FUND The graph
below illustrates the hypothetical investment of $10,000* in the
Great Plains Tax-Free Bond Fund (the "Fund") from August 31, 1988** to August
31, 1998, compared to a hypothetical investment of $10,000 in the Lehman
Brothers Municipal Index/7-Year (LB7GO)+ and the Lipper Intermediate Municipal
Debt Average (LIMA).++

[Graphic representation omitted. Please see Appendix A8.]

PAST PERFORMANCE IS NOT PREDICTIVE OF FUTURE PERFORMANCE. YOUR INVESTMENT
RETURN AND PRINCIPAL VALUE WILL FLUCTUATE SO WHEN SHARES ARE REDEEMED, THEY
MAY BE WORTH MORE OR LESS THAN ORIGINAL COST.
* The Fund's performance assumes the reinvestment of all dividends and
distributions. The LB7GO and the LIMA have been adjusted to reflect
reinvestment of dividends on securities in the indices.
** The Great Plains Tax-Free Bond Fund is the successor to a common trust fund.
The quoted performance data includes performance of the common trust fund for
the period from 8/31/88 to 9/29/97 when the Fund first commenced operation,
as adjusted to reflect the Fund's anticipated expenses. The common trust fund
was not registered under the Investment Company Act of 1940 ("1940 Act") and
therefore was not subject to certain investment restrictions imposed by the
1940 Act. If the common trust fund had been registered under the 1940 Act,
the performance may have been adversely affected.
+ The Lehman Brothers Municipal Index/7-Year is not adjusted to reflect sales
charges, expenses, or other fees. This index is unmanaged. Actual
investments may not be made in an index.
++ The Lipper Intermediate Municipal Debt Fund Average represents the average of
the total returns reported by all of the mutual funds designated by Lipper
Analytical Services, Inc. as falling into the respective category and is not
adjusted to reflect any sales charges. However, these total returns are
reported net of expenses or other fees.

GREAT PLAINS EQUITY FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OR SHARES VALUE
---------- ----------------------------------------------------- ------------
<C> <S> <C>
COMMERCIAL PAPER (1.7%)
Finance (1.7%)
$1,500,000 American Express Credit Corp......................... $ 1,496,104
1,500,000 General Electric Capital Corp........................ 1,496,083
------------
TOTAL COMMERCIAL PAPER (IDENTIFIED COST $2,992,187)............. 2,992,187
------------
COMMON STOCKS (89.1%)
Automotive (3.5%)
152,517 Autoliv, Inc......................................... 4,499,252
120,000 (a)Keystone Automotive
Industries, Inc..................................... 1,815,000
------------
Total........................................................... 6,314,252
------------
Broadcasting (1.9%)
16,570 Canal Plus........................................... 3,352,783
------------
Capital Equipment (1.0%)
165,000 ABB AB, Class A...................................... 1,840,993
------------
Chemicals (4.0%)
272,530 Hanna (M.A.) Co...................................... 3,389,592
154,350 Lilly Industries, Inc., Class A...................... 2,874,769
44,800 Morton International, Inc............................ 996,800
------------
Total........................................................... 7,261,161
------------
Computer Services (2.5%)
276,000 Wallace Computer Services, Inc....................... 4,467,750
------------
Consumer Products (2.8%)
306,710 Reckitt & Colman PLC................................. 5,038,552
------------
Consumer Services (6.3%)
171,850 Block (H&R), Inc..................................... 6,723,631
226,040 Manpower, Inc........................................ 4,605,565
------------
Total........................................................... 11,329,196
------------
Finance-Insurance (10.9%)
216,485 20th Century Industries.............................. 5,358,004
95,674 Allstate Corp........................................ 3,587,775
50,800 Mercury General Corp................................. 1,857,375
133,260 Scor SA.............................................. 8,362,653
5,500 Scor SA, ADR......................................... 342,031
------------
Total........................................................... 19,507,838
------------
</TABLE>
<TABLE>
<CAPTION>

SHARES VALUE
------- -------------------------------------------------------- ------------
<C> <S> <C>
COMMON STOCKS, CONTINUED
Finance-Investments (3.6%)
107 (a)Berkshire Hathaway, Inc., Class A.................... $ 6,473,500
------------
Finance-Services (1.0%)
60,000 Fair Isaac & Co., Inc................................... 1,856,250
------------
Food & Tobacco (4.5%)
24,500 Nestle SA, ADR.......................................... 2,271,557
141,600 Philip Morris Cos., Inc................................. 5,885,250
------------
Total........................................................... 8,156,807
------------
Government Agencies (6.2%)
155,500 Federal Home Loan Mortgage Corp......................... 6,142,250
86,835 Federal National Mortgage Association................... 4,933,313
------------
Total........................................................... 11,075,563
------------
Healthcare & Medical Supplies (3.0%)
40,800 Aetna Services, Inc..................................... 2,455,650
69,200 Pharmacia & Upjohn, Inc................................. 2,876,125
------------
Total........................................................... 5,331,775
------------
International Oil (2.6%)
55,804 Royal Dutch Petroleum Co., ADR.......................... 2,218,209
244,550 Saga Petroleum ASA, Class A............................. 2,585,758
------------
Total........................................................... 4,803,967
------------
Leisure & Recreation (9.2%)
202,102 Carnival Corp., Class A................................. 5,835,695
66,000 Disney (Walt) Co........................................ 1,810,875
286,450 Hasbro, Inc............................................. 8,969,466
------------
Total........................................................... 16,616,036
------------
Mining (0.5%)
70,000 De Beers Cons'D Mines, ADR.............................. 805,000
------------
Papers (0.2%)
30,000 Wausau-Mosinee Paper Corp............................... 382,500
------------
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS EQUITY FUND
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>

SHARES VALUE
------- -------------------------------------------------------- ------------
<C> <S> <C>
COMMON STOCKS, CONTINUED
Printing & Publishing (7.6%)
11,930 Edipresse SA............................................ $ 3,822,233
292,800 NV Holdingmaatschappij De Telegraaf..................... 7,007,432
168,700 Pearson................................................. 2,836,402
------------
Total........................................................... 13,666,067
------------
Steel (1.5%)
72,700 Nucor Corporation....................................... 2,612,656
------------
Technology (3.5%)
41,200 OY Nokia AB, Class A, ADR............................... 2,752,675
340,452 (a)Vishay Intertechnology, Inc.......................... 3,574,746
------------
Total........................................................... 6,327,421
------------
Telecommunications (8.4%)
249,927 Alltel Corp............................................. 11,277,956
216,100 (a)SITEL Corp........................................... 783,363
399,378 Telecom Italia SPA...................................... 3,091,751
------------
Total........................................................... 15,153,070
------------
</TABLE>
<TABLE>
<CAPTION>
SHARES OR
PRINCIPAL
AMOUNT VALUE
---------- ----------------------------------------------------- ------------
<C> <S> <C>
COMMON STOCKS, CONTINUED
Trucking (2.7%)
327,687 Werner Enterprises, Inc.............................. $ 4,833,383
------------
Utilities (1.7%)
119,400 (a)CalEnergy Co., Inc................................ 3,037,238
------------
TOTAL COMMON STOCKS (IDENTIFIED COST $130,578,530).............. 160,243,758
------------
MUTUAL FUND SHARES (4.3%)
7,705,175 Benchmark Diversified Fund (AT NET ASSET VALUE)...... 7,705,175
------------
U.S. TREASURY SECURITIES (5.0%)
U.S. Treasury Bills 5.0%
$3,000,000 9/17/1998............................................ 2,993,130
3,000,000 10/15/1998........................................... 2,982,240
3,000,000 4/1/1999............................................. 2,914,860
------------
TOTAL U.S. TREASURY SECURITIES (IDENTIFIED COST $8,883,517)..... 8,890,230
------------
TOTAL INVESTMENTS (IDENTIFIED COST $150,159,409)................ $179,831,350
============
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS PREMIER FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1998
- --------------------------------------------------------------------------------

SHARES VALUE
------ --------------------------------------------------------- ------------
<C> <S> <C>
COMMON STOCKS (89.2%)
Airlines (3.9%)
25,500 ASA Holdings Inc. ....................................... $ 873,375
------------
Automotive (9.9%)
73,300 (a) Keystone Automotive Industries, Inc.................. 1,108,663
91,300 (a) Motorcar Parts and Accessories, Inc.................. 1,095,600
------------
Total........................................................... 2,204,263
------------
Chemicals (8.5%)
58,130 Hanna (M.A.) Co.......................................... 722,992
62,000 Lilly Industries, Inc., Class A.......................... 1,154,750
------------
Total........................................................... 1,877,742
------------
Computer Services (2.6%)
35,000 Wallace Computer Services, Inc........................... 566,562
------------
Consumer Products (3.6%)
77,400 (a) Meadowcraft, Inc..................................... 793,350
------------
Consumer Services (0.8%)
8,700 Manpower, Inc............................................ 177,262
------------
Finance-Insurance (3.9%)
35,350 20th Century Industries.................................. 874,912
------------
Finance-Services (14.9%)
42,550 Duff & Phelps Credit Rating.............................. 2,084,950
39,430 Fair Isaac & Co., Inc.................................... 1,219,866
------------
Total........................................................... 3,304,816
------------
Healthcare & Medical Supplies (2.1%)
13,740 (a) Corvel Corp.......................................... 462,008
------------
International Oil (1.5%)
31,000 Saga Petroleum A.S., Class A............................. 327,780
------------
Papers (7.8%)
36,000 Schweitzer-Mauduit International, Inc.................... 893,250
65,600 Wausau-Mosinee Paper Corp................................ 836,400
------------
Total........................................................... 1,729,650
------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OR SHARES VALUE
--------- ------------------------------------------------------ ------------
<C> <S> <C>
COMMON STOCKS, CONTINUED
Printing & Publishing (10.4%)
3,800 Edipresse SA.......................................... $ 1,217,476
45,500 NV Holdingmaatschappij De Telegraaf................... 1,088,928
------------
Total........................................................... 2,306,404
------------
Technology (7.0%)
56,232 (a) New Horizons Worldwide, Inc....................... 955,944
55,932 (a) Vishay Intertechnology, Inc....................... 587,286
------------
Total........................................................... 1,543,230
------------
Telecommunications (3.8%)
113,100 (a) SITEL Corp........................................ 409,988
42,800 West TeleServices Corp................................ 449,400
------------
Total........................................................... 859,388
------------
Transportation (3.3%)
43,225 Air Express International Corp........................ 740,228
------------
Trucking (5.2%)
77,775 Werner Enterprises, Inc............................... 1,147,181
------------
TOTAL COMMON STOCKS (IDENTIFIED COST $22,232,363)............... 19,788,151
------------
MUTUAL FUND SHARES (4.4%)
974,120 Benchmark Diversified Fund (AT NET ASSET VALUE)....... 974,120
------------
U.S. TREASURY--SECURITIES (6.6%)
U.S. Treasury Bills (6.6%)
$500,000 10/15/1998............................................ 497,040
300,000 12/10/1998............................................ 295,992
700,000 4/1/1999.............................................. 680,134
------------
TOTAL U.S. TREASURY SECURITIES (IDENTIFIED COST $1,471,860)..... 1,473,166
------------
TOTAL INVESTMENTS (IDENTIFIED COST $24,678,343)................. $ 22,235,437
============
</TABLE>

See Notes to Portfolios of Investments.

GREAT PLAINS INTERMEDIATE BOND FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
--------- ----------------------------------------------------- ------------
<C> <S> <C>
ASSET-BACKED SECURITIES (0.1%)
$ 108,920 Sears Consumer Financial Corp. 1991-1, Class A,
7.25%, 9/15/2006 (IDENTIFIED COST $108,497)......... $ 111,190
------------
CORPORATE BONDS (29.6%)
Finance (17.7%)
2,000,000 ABN-AMRO Bank NV, Chicago, Sub., 6.625%, 10/31/2001.. 2,047,740
1,000,000 AON Corp., Note, 6.30%, 1/15/2004.................... 1,022,230
1,000,000 Associates Corp. of North America, Sr. Note, 7.50%,
4/15/2002........................................... 1,062,680
2,000,000 Bayerische Landesbank-NY, Sub. Note, 6.375%,
10/15/2005.......................................... 2,049,500
2,000,000 Bear Stearns Cos., Inc., Sr. Note, 7.00%, 3/1/2007... 2,123,380
2,000,000 Ford Motor Credit Corp., Note, 6.625%, 6/30/2003..... 2,049,880
1,000,000 Ford Motor Credit Corp., Note, 7.00%, 9/25/2001...... 1,042,250
1,000,000 Ford Motor Credit Corp., Note, 7.50%, 1/15/2003...... 1,069,420
2,000,000 General Motors Acceptance Corp., Unsecd. Note,
6.875%, 7/15/2001................................... 2,072,920
1,000,000 IBM Credit Corp., Note, 6.20%, 8/28/2000............. 1,014,680
1,000,000 International Lease Finance Corp., Note, 6.625%,
8/15/2000........................................... 1,017,220
1,000,000 International Lease Finance Corp., Note, 6.875%,
5/1/2001............................................ 1,034,510
2,000,000 ITT Hartford Group, Inc., Note, 8.20%, 10/15/1998.... 2,005,960
2,000,000 Merrill Lynch & Co., Inc., Note, 6.25%, 1/15/2006.... 2,008,700
2,000,000 Northern Trust Corp., Sub. Note, Series BKNT, 7.30%,
9/15/2006........................................... 2,181,040
2,000,000 Norwest Corp., Sub. Note, 6.625%, 3/15/2003.......... 2,087,520
------------
Total.......................................................... 25,889,630
------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT VALUE
---------- ---------------------------------------------------- ------------
<C> <S> <C>
CORPORATE BONDS, CONTINUED
Industrials (8.7%)
$1,000,000 Anheuser-Busch Cos., Inc., Note, 7.00%, 9/1/2005.... $ 1,050,620
1,000,000 CPC International, Inc., Unsecd. Note, 6.15%,
1/15/2006.......................................... 1,017,660
2,000,000 Disney (Walt) Co., Bond, Series B, 6.75%, 3/30/2006. 2,081,960
1,500,000 General Motors Corp., Sr. Note, 6.375%, 5/1/2008.... 1,515,450
2,000,000 Philip Morris Cos., Inc., Note, 7.50%, 1/15/2002.... 2,081,180
1,500,000 Pitney Bowes, Inc., Note, 5.95%, 2/1/2005........... 1,518,210
1,500,000 Rockwell International Corp., Sr. Note, 6.15%,
1/15/2008.......................................... 1,521,180
1,000,000 Sony Corp., Bond, 6.125%, 3/4/2003.................. 1,017,060
1,000,000 Texaco Capital, Inc., Note, 6.00%, 6/15/2005........ 1,015,460
------------
Total.......................................................... 12,818,780
------------
Utilities (3.2%)
1,000,000 GTE South, Inc., Deb., 6.00%, 2/15/2008............. 997,110
2,000,000 Lucent Technologies, Inc., Note, 6.90%, 7/15/2001... 2,084,440
1,500,000 Wisconsin Electric Power Co., Deb., 6.625%,
11/15/2006......................................... 1,575,690
------------
Total.......................................................... 4,657,240
------------
TOTAL CORPORATE BONDS (IDENTIFIED COST $42,083,156)............ 43,365,650
------------
GOVERNMENT AGENCIES (24.0%)
Federal Home Loan Bank (8.0%)
1,000,000 5.50%, 8/13/2001.................................... 1,006,720
1,000,000 5.625%, 3/19/2001................................... 1,008,810
2,000,000 5.80%, 9/2/2008..................................... 2,032,000
1,000,000 6.12%, 11/24/2000................................... 1,001,180
1,000,000 7.01%, 6/14/2006.................................... 1,087,880
3,000,000 7.20%, 6/14/2011.................................... 3,433,770
2,000,000 7.70%, 9/20/2004.................................... 2,235,840
------------
Total.......................................................... 11,806,200
------------
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS INTERMEDIATE BOND FUND
- --------------------------------------------------------------------------------

PRINCIPAL
AMOUNT VALUE
---------- ----------------------------------------------------- ------------
<C> <S> <C>
GOVERNMENT AGENCIES, CONTINUED
Federal Home Loan Mortgage Corporation (6.6%)
$1,000,000 5.75%, 7/15/2003..................................... $ 1,015,170
1,000,000 6.125%, 7/14/2003.................................... 1,001,540
2,000,000 6.48%, 12/5/2011..................................... 2,162,980
1,000,000 6.78%, 3/15/2004..................................... 1,005,720
4,000,000 7.93%, 1/20/2005..................................... 4,505,680
------------
Total........................................................... 9,691,090
------------
Federal National Mortgage Association (7.0%)
2,000,000 5.75%, 6/15/2005..................................... 2,022,180
1,000,000 5.91%, 8/25/2003..................................... 1,005,360
1,000,000 6.22%, 3/13/2006..................................... 1,037,660
1,000,000 6.44%, 6/21/2005..................................... 1,050,140
1,000,000 7.93%, 2/14/2025..................................... 1,279,770
2,000,000 8.20%, 3/10/2016..................................... 2,516,000
1,000,000 8.43%, 11/18/2024.................................... 1,345,270
------------
Total........................................................... 10,256,380
------------
Student Loan Marketing Association (2.4%)
3,000,000 7.30%, 8/1/2012...................................... 3,488,250
------------
TOTAL GOVERNMENT AGENCIES (IDENTIFIED COST $27,761,014)......... 35,241,920
------------
MORTGAGE BACKED SECURITIES (18.1%)
Federal Home Loan Mortgage Corporation (11.1%)
698,556 6.50%, 3/1/2003...................................... 706,855
1,366,730 6.50%, 4/1/2003...................................... 1,382,967
1,400,328 6.50%, 9/1/2010...................................... 1,419,582
1,785,104 6.50%, 2/1/2011...................................... 1,809,650
1,451,069 6.50%, 2/1/2011...................................... 1,471,021
1,668,355 6.50%, 1/1/2026...................................... 1,677,748
671,994 7.00%, 6/1/2003...................................... 684,177
1,038,612 7.00%, 3/1/2011...................................... 1,062,303
2,345,190 7.00%, 12/1/2011..................................... 2,398,684
1,174,979 7.00%, 8/1/2015...................................... 1,208,395
571,829 7.50%, 5/1/2000...................................... 583,626
1,260,563 7.50%, 5/1/2016...................................... 1,295,619
527,792 8.00%, 7/1/1999...................................... 539,833
------------
Total........................................................... 16,240,460
------------
Federal National Mortgage Association (4.0%)
1,222,096 7.00%, 8/1/2001...................................... 1,243,861
1,812,311 7.00%, 3/1/2004...................................... 1,844,589
1,675,193 7.00%, 5/1/2016...................................... 1,723,354
957,907 8.00%, 7/1/2014...................................... 1,002,507
------------
Total........................................................... 5,814,311
------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
OR SHARES VALUE
------------ --------------------------------------------------- ------------
<C> <S> <C>
MORTGAGE BACKED SECURITIES, CONTINUED
Government National Mortgage Association (3.0%)
$ 2,630,861 6.50%, 2/20/2026................................... $ 2,639,095
1,378,379 7.50%, 8/20/2025................................... 1,414,988
62,688 8.50%, 8/15/2016................................... 66,214
92,660 8.50%, 8/15/2016................................... 97,872
45,729 9.00%, 1/15/2004................................... 48,015
54,116 9.00%, 2/15/2017................................... 57,836
69,062 9.00%, 9/15/2019................................... 73,810
41,264 9.00%, 9/15/2019................................... 44,100
11,766 10.00%, 4/15/2001.................................. 12,406
8,159 10.00%, 9/15/2003.................................. 8,602
------------
Total........................................................... 4,462,938
------------
TOTAL MORTGAGE BACKED SECURITIES (IDENTIFIED COST $30,937,538).. 26,517,709
------------
U.S. TREASURY SECURITIES (26.1%)
U.S. Treasury Notes (26.1%)
3,000,000 5.875%, 2/15/2004.................................. 3,122,430
2,000,000 6.25%, 6/30/2002................................... 2,083,140
1,000,000 6.25%, 2/15/2003................................... 1,047,700
2,000,000 6.25%, 2/15/2007................................... 2,150,620
1,000,000 6.25%, 8/15/2023................................... 1,106,930
1,000,000 6.50%, 5/15/2005................................... 1,080,320
4,000,000 6.875%, 8/15/2025.................................. 4,793,800
1,000,000 7.00%, 7/15/2006................................... 1,119,750
1,000,000 7.25%, 8/15/2004................................... 1,111,340
500,000 7.25%, 8/15/2022................................... 617,245
3,250,000 7.50%, 11/15/2001.................................. 3,484,455
1,500,000 7.50%, 2/15/2005................................... 1,696,695
2,700,000 7.875%, 11/15/2004................................. 3,095,442
600,000 8.00%, 5/15/2001................................... 644,616
1,000,000 8.00%, 11/15/2021.................................. 1,328,560
500,000 8.125%, 8/15/2019.................................. 664,330
550,000 8.25%, 5/15/2005................................... 578,050
2,500,000 8.75%, 8/15/2000................................... 2,674,275
2,000,000 8.75%, 5/15/2020................................... 2,827,240
2,600,000 9.125%, 5/15/2009.................................. 3,094,962
------------
TOTAL U.S. TREASURY SECURITIES (IDENTIFIED COST $35,008,109).... 38,321,900
------------
MUTUAL FUND SHARES (2.5%)
3,637,416 Benchmark Diversified Fund (AT NET ASSET VALUE).... 3,637,416
------------
TOTAL INVESTMENTS (IDENTIFIED COST $139,535,730)................ $147,195,785
============
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS TAX-FREE BOND FUND
PORTFOLIO OF INVESTMENTS
AUGUST 31, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- ------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS (98.1%)
Arizona (1.3%)
$ 500,000 Arizona St Transp Board, Rev Ref Bds,
5.25%, 7/1/2007........................... AAA $ 532,600
300,000 Tempe, GO UT, 6.00%, 7/1/2005.............. AA+ 323,685
-----------
Total................................................. 856,285
-----------
California (1.4%)
150,000 Californ Hlth Fac Fin Auth (CedarKnoll) Rev
Bds, (CA Mtge INS), 7.20%, 8/1/2002....... A+ 162,716
250,000 California St Dept Wtr Res, Rev Bds, 5.00%,
12/1/1998................................. AA 251,045
500,000 Los Angeles Dept Wtr & Pwr, 6.75%,
5/15/1999................................. A+ 511,710
-----------
Total................................................. 925,471
-----------
Florida (1.2%)
300,000 Daytona Beach, Rev Bds, (AMBAC), 5.30%,
11/15/2001................................ AAA 314,505
450,000 Florida St Bd of Ed, GO UT, 5.40%,
6/1/2004.................................. AA+ 476,312
-----------
Total................................................. 790,817
-----------
Illinois (3.5%)
500,000 Central Lake Cty Jt Act Wtr, Rev Bds,
(FGIC), 5.40%, 5/1/2007................... AAA 540,350
400,000 Chicago Metro. Wtr Recl Dist, GO UT Ref
Bds, 5.45%, 12/1/2001..................... AA 420,288
250,000 Illinois St, GO UT Ref Bds, 5.50%,
10/1/1998................................. AA 250,418
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- ------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Illinois, continued
$ 500,000 Illinois St, GO UT, 5.40%, 4/1/2006........ AA $ 536,850
600,000 Palatine, Mutli Fam Hsng Ref Rev Bds,
(FNMA), 5.50% 12/1/2026................... AAA 631,230
-----------
Total................................................. 2,379,136
-----------
Indiana (1.5%)
1,000,000 Indiana Mun Pwr Ag, Ref Rev Bds, (MBIA),
5.30%, 1/2/2020........................... AAA 1,008,280
-----------
Iowa (2.8%)
345,000 Cedar Rapids, GO UT, 5.00%, 6/1/2008....... Aaa 354,884
500,000 Sioux City, GO UT, 6.20%, 6/1/2004......... AA- 546,150
1,000,000 Univ of Iowa, (Biomed) Rev Bds, (AMBAC),
5.10%, 6/1/2018........................... AAA 1,008,100
-----------
Total................................................. 1,909,134
-----------
Maine (0.4%)
250,000 Maine St, GO UT, 5.40%, 3/1/2000........... AA+ 256,485
-----------
Maryland (0.5%)
300,000 Baltimore, Rev Ref Bds, (FGIC), 5.80%,
7/1/2002.................................. AAA 321,144
-----------
Massachusetts (1.6%)
1,000,000 Massachusetts State, 5.50%, 6/15/2014...... Aa3 1,076,320
-----------
Michigan (0.9%)
400,000 Maruette & Baraga Cnty, Sch Dist, GO
(MBIA), 5.25%, 5/1/2008................... AAA 421,740
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS TAX-FREE BOND FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- ------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Michigan, continued
$ 200,000 Wayne Westland Com Schs, GO UT Bds, Q-SBLF,
5.00%, 5/1/2002........................... AA $ 202,342
-----------
Total................................................. 624,082
-----------
Minnesota (2.6%)
1,000,000 Minneapolis Spec Sch Dist No.1, GO UT,
5.00%, 2/1/2010........................... AA+ 1,032,850
500,000 North St. Paul-Maplewood, ISD 622, (MBIA),
6.10%, 2/1/2004........................... AAA 550,175
200,000 Ramsey County, GO UT, 6.65%, 2/1/1999...... AA+ 202,670
-----------
Total................................................. 1,785,695
-----------
Missouri (1.5%)
500,000 Missouri St, GO UT, 5.00%, 8/1/2003........ AAA 522,460
500,000 St. Charles, Pub Fac Auth, (AMBAC), 5.00%,
2/1/2001.................................. AAA 514,205
-----------
Total................................................. 1,036,665
-----------
Nebraska (54.6%)
1,000,000 Cass County, Sch Dist No. 1, GO UT, (AMBAC)
5.00%, 12/15/2014......................... AAA 1,006,200
300,000 Cass County, Sch Dist No. 1, GO UT, (FGIC),
6.25%, 12/1/2014.......................... AAA 311,751
300,000 Cornhusker, Pub Pwr Dist, Rev Bds, 5.20%,
3/1/2003.................................. A 315,513
1,450,000 Douglas Cnty, Hosp Auth, (Immanuel)(AMBAC),
5.125%, 9/1/2012.......................... AAA 1,504,607
500,000 Douglas Cnty, Hosp Auth, (Catholic)/(MBIA),
5.00%, 11/15/2000......................... AAA 513,190
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- -------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Nebraska, continued
$ 750,000 Douglas Cnty, Sch Dist No. 17, GO UT, 5.30%,
10/1/2007.................................. A+ $ 777,855
500,000 Douglas Cnty, Sch Dist No. 17, GO, (MBIA),
5.50%, 6/15/2004........................... AAA 512,270
300,000 Douglas Cnty, GO UT, 4.95%, 7/1/2003........ AA+ 310,941
400,000 Douglas Cnty, (Joslyn)/(Norwest LOC) Rev
Bds, 4.75%, 5/1/2000....................... AA 406,416
520,000 Gage County, Sch Dist No. 15, GO UT,
(AMBAC), 5.50% 12/15/2009.................. AAA 546,905
500,000 Grand Island, Rev Bds, 5.60%, 4/1/2006...... A 538,170
500,000 Grand Island, Rev Bds, 5.75%, 4/1/2007...... A 540,750
200,000 Grand Island, Rev Ref Bds, ESCW, 6.00%,
9/1/1999 (@101)............................ A+ 206,874
500,000 Hall County, Sch Dist No. 2, GO UT, 4.70%,
12/1/2003.................................. A1 509,235
500,000 Hall County, Sch Dist No. 2, GO UT, 4.70%,
12/1/2005.................................. A1 508,860
400,000 Hall County, Sch Dist No. 2, GO UT, 5.00%,
8/15/2008.................................. A1 408,076
500,000 Hastings, Rev Ref Bds, 4.65%, 1/1/2004...... A 513,730
300,000 Hastings, Rev Ref Bds, 5.20%, 1/1/2000...... A 305,766
300,000 Kearney, Rev Bds, 5.80%, 6/1/2002........... A1 301,335
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS TAX-FREE BOND FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- -------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Nebraska, continued
$1,000,000 Lancaster Cty, Hosp Auth, (Bryan)/(MBIA) Rev
Bds, 5.10% , 6/1/2010...................... AAA $ 1,045,160
250,000 Lancaster Cty, Hosp Auth, (MBIA) Rev Bds,
5.90%, 6/1/2000............................ AAA 259,513
200,000 Lancaster Cty, Leasing Corp., Ref Rev Bds,
5.70%, 7/15/2002........................... AA+ 200,276
2,000,000 Lancaster Cty, Sch Dist No. 1, GO UT, 5.00%,
1/15/2009.................................. AAA 2,090,720
600,000 Lancaster Cty, Sch Dist 145, GO (AMBAC),
5.70%, 12/1/2016........................... AAA 635,724
1,500,000 Lincoln, Elec Sys, 5.30%, 9/1/2009.......... AA 1,579,560
400,000 Lincoln, Elec Sys, ESCW, 5.40%, 9/1/2004.... AA+ 429,480
500,000 Lincoln, Elec Sys, 5.40%, 9/1/2010.......... AA 528,180
300,000 Lincoln, Hosp, (FSA), 5.60%, 12/1/2003...... AAA 325,299
400,000 Lincoln, Wtr Rev Bnds, 4.80%, 8/15/2002..... AA+ 414,184
500,000 Lincoln, Wtr Rev Bnds, 5.30%, 8/15/2009..... AA+ 526,975
300,000 Lincoln, GO UT, 4.50%, 9/1/1999............. AAA 300,252
200,000 Lincoln, GO UT, 4.80%, 5/1/2003............. AAA 200,146
200,000 Lincoln, GO UT, 5.30%, 12/15/2001........... AAA 200,252
500,000 Lincoln-Lancaster County, Pub Bldg Com,
5.25%, 10/15/2008.......................... AA+ 538,840
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- -------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Nebraska, continued
$ 250,000 Lincoln-Lancaster County, Pub Bldg Com,
5.80%, 10/15/2018.......................... AA+ $ 269,740
400,000 Madison County, Sch Dist No. 2, GO UT,
(AMBAC), 5.10% 6/1/2009.................... AAA 408,028
400,000 Municipal Energy Agency of Nebraska,
(AMBAC), 5.40%, 4/1/2003................... AAA 422,968
500,000 Nebraska Ed Fin Auth, (Creighton
Proj)/(MBIA), 5.60%, 11/1/2003............. AAA 509,260
210,000 Nebraska Invest Fin Auth, 5.40%, 9/1/2003... AAA 220,496
125,000 Nebraska Invest Fin Auth, (GNMA) 6.80%,
3/15/1999.................................. AAA 126,719
490,000 Nebraska Invest Fin Auth, (Grt Plains
Hosp)/(Asset Guaranty), 5.55%, 5/15/2003... AA 521,928
360,000 Nebraska Invest Fin Auth, 6.40%, 7/1/2005... A+ 390,816
1,000,000 Nebraska Invest Fin Auth, Rev Bds, (AMBAC),
5.00%, 8/15/2011........................... AAA 1,034,840
500,000 Nebraska Pub Pwr Dist, 4.80%, 1/1/2003...... A+ 516,810
200,000 Nebraska Pub Pwr Dist, 5.40%, 1/1/2000...... A+ 204,438
225,000 Nebraska Pub Pwr Dist, 6.00%, 1/1/2006...... A+ 243,540
</TABLE>

See Notes to Portfolios of Investments.

GREAT PLAINS TAX-FREE BOND FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- -------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Nebraska, continued
$ 300,000 Norris Pub Pwr Dist, 4.85%, 1/1/2003........ A $ 309,858
300,000 Norris Pub Pwr Dist, 5.20%, 1/1/1999........ A 301,716
540,000 Omaha, Airport Auth, (MBIA), 5.00%,
1/1/2008................................... AAA 566,401
475,000 Omaha, Parking Fac Corp., 5.20%, 9/15/2009.. AA+ 506,545
500,000 Omaha, Parking Fac Corp., 5.70%, 9/15/2015.. AA+ 538,565
200,000 Omaha, Pub Pwr Dist, Ref Rev Bds, 5.55%,
2/1/1999................................... AAA 201,762
500,000 Omaha, Pub Pwr Dist, Ref Rev Bds, 5.35%,
2/1/2001................................... Aa2 518,430
490,000 Omaha, Pub Pwr Dist, Ref Rev Bds, 4.20%,
2/1/2001................................... AA 495,400
500,000 Omaha, Pub Pwr Dist, Ref Rev Bds, 5.10%,
2/1/2003................................... AA 523,595
405,000 Omaha, Riverfront., (Douglas Cnty, GTD) Ref
Bds, 4.60%, 12/1/2004...................... AA+ 405,527
500,000 Omaha, Sch Dist, GO UT Bonds, 4.85%,
6/15/2004.................................. AAA 510,270
500,000 Omaha, Sch Dist, GO UT Bonds, 5.35%,
6/15/2005.................................. AAA 510,460
700,000 Omaha, GO UT, 5.25%, 12/1/2012.............. AAA 742,973
500,000 Omaha, GO UT, 6.10%, 9/1/2004............... AAA 540,655
510,000 Omaha, Ref Rev Bds, 5.20%, 1/15/2002........ AA 531,803
400,000 Omaha-Douglas County, Pub Bldg Com, GO UT,
5.35%, 5/1/1999............................ AA 405,056
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- ------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Nebraska, continued
$ 500,000 Papillion La Vista, Sch Dist No. 27, GO UT,
4.60%, 11/1/2003.......................... A+ $ 506,715
500,000 University of Nebraska Fac Corp., (Med Ctr
Proj), 4.90%, 1/1/2003.................... AA- 518,300
1,200,000 University of Nebraska Fac Corp., 4.95%,
11/1/2009................................. AA- 1,239,900
700,000 University of Nebraska Fac Corp., (Med Ctr
Proj), 5.45%, 7/1/2008.................... AA- 730,793
370,000 University of Nebraska, 4.60%, 5/15/2003... A+ 378,795
330,000 University of Nebraska, 4.90%, 7/1/2005.... A+ 340,814
210,000 University of Nebraska, 4.90%, 7/1/2006.... A 213,287
275,000 University of Nebraska, 5.15%, 7/1/2009.... A 279,650
440,000 University of Nebraska, (Lincoln Parking),
5.00%, 6/1/2007........................... A- 456,311
310,000 University of Nebraska, (Lincoln Parking),
5.40%, 6/1/2013........................... A- 322,050
-----------
Total................................................. 36,778,219
-----------
Nevada (3.3%)
500,000 Clark County, Sch Dist, GO UT, (FGIC),
6.375%, 6/15/2005......................... AAA 565,440
235,000 Nevada Housing Div, 5.60%, 10/1/2007....... Aaa 249,500
385,000 Nevada St, 5.40%, 2/1/2008................. AA 411,334
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS TAX-FREE BOND FUND
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- ------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Nevada, continued
$1,000,000 Nevada St, GO LT, 5.25%, 5/15/2016......... AA $ 1,034,910
-----------
Total................................................. 2,261,184
-----------
New York (1.0%)
150,000 New York City, GO UT, ESCW, (FGIC), 7.25%
10/1/2005................................. AAA 158,106
250,000 New York State Env Fac Corp., 6.20%,
6/15/2001................................. A 265,970
250,000 Triborough Bridge & Tunnel Auth (FGIC),
5.55%, 1/1/2000........................... AAA 256,295
-----------
Total................................................. 680,371
-----------
Ohio (3.1%)
200,000 Columbus, Sch Dist, GO UT, ESCW, (AMBAC),
6.95%, 12/1/2002.......................... NR 212,274
150,000 Columbus, GO UT, ESCW, 7.00%, 7/1/1999
(@100).................................... Aaa 154,385
500,000 Northeast Reg Swr Dist, (AMBAC),
5.10%,11/15/2007.......................... AAA 531,885
400,000 Ohio State, GO UT, 4.70%, 2/1/2002......... AA+ 412,028
500,000 Ohio State, GO UT, 4.85%, 8/1/2007......... AA+ 525,375
250,000 Ohio State, GO UT, 5.80%, 8/1/2001......... AA+ 264,488
-----------
Total................................................. 2,100,435
-----------
Puerto Rico (2.4%)
500,000 Puerto Rico, GO UT, (MBIA), 5.20%,
7/1/2006.................................. AAA 537,370
1,000,000 Puerto Rico Hwy Auth Rev Bds, (AMBAC),
5.00%, 7/1/2008........................... AAA 1,065,090
-----------
Total................................................. 1,602,460
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- ------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Texas (4.0%)
$ 250,000 Austin, GO UT , ESCW, 7.30%, 9/1/1998
(@100).................................... AA $ 250,000
500,000 Fort Bend, ISD, GO UT, (PSFG), 5.50%,
2/15/2010................................. AAA 516,570
300,000 Georgetown, Rev Ref Bds, (MBIA), 6.30%,
8/15/2000................................. AAA 314,913
300,000 Houston, ISD, GO UT, (PSFG), 5.40%,
8/15/2001................................. AAA 313,935
300,000 Houston, GO UT Ref Bds, 5.90%, 3/1/2003.... AA- 318,798
240,000 San Antonio, Wtr Auth, (FGIC), 5.90%
5/15/2000................................. AAA 248,719
300,000 San Antonio, GO UT, 5.30%, 8/1/2003........ AA 314,832
380,000 Wylie, Ind Sch Dist, GO UT, (PSFG),
6.20%,8/15/2004........................... Aaa 422,355
-----------
Total................................................. 2,700,122
-----------
Utah (1.6%)
500,000 Salt Lake City, Sch Dist, GO UT, 4.80%,
3/1/2008.................................. Aaa 518,315
500,000 Utah State University, (MBIA), 5.55%,
12/1/2005................................. AAA 538,870
-----------
Total................................................. 1,057,185
-----------
Virginia (2.2%)
400,000 Fairfax County, GO UT, 5.00%, 6/1/2002..... AAA 413,352
1,000,000 Roanoke, GO UT, 5.00%, 8/1/2009............ AA 1,051,460
-----------
Total................................................. 1,464,812
-----------
</TABLE>
See Notes to Portfolios of Investments.

GREAT PLAINS TAX-FREE FUND
- --------------------------------------------------------------------------------

PRINCIPAL CREDIT
AMOUNT RATING(B) VALUE
---------- ------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Washington (3.8%)
$1,155,000 Seattle, Mun Lt & Pwr, Rev Bds, 5.00%,
7/1/2008.................................. AA $ 1,219,680
250,000 Snohomish County, (MBIA), 6.30%, 12/1/1999. AAA 258,310
500,000 Washington Hlth Care, (Sisters of
Providence) Rev Bds, (FGIC), 5.90%,
10/1/2003................................. AAA 542,405
250,000 Washington St, GO UT Bds, 7.00%, 9/1/1998.. AA+ 250,000
300,000 Washington St, GO UT Bds, ESCW, 7.30%,
10/1/1998 (@100).......................... AA+ 300,948
-----------
Total................................................. 2,571,343
-----------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT CREDIT
OR SHARES RATING(B) VALUE
---------- -------------------------------------------- --------- -----------
<C> <S> <C> <C>
LONG-TERM MUNICIPALS, CONTINUED
Wisconsin (2.9%)
$ 500,000 Appleton, Rev Ref Bds, 5.35%, 1/1/2005...... A1 $ 517,130
350,000 Milwaukee, GO UT, 5.90%, 6/15/2004.......... AA+ 374,851
500,000 Neenah, Joint Sch Dist, 5.20%, 3/1/2008..... Aa 524,560
500,000 Wisconsin St, GO UT Bds, 5.00%, 5/1/2000.... AA 510,105
-----------
Total.................................................. 1,926,646
-----------
TOTAL LONG-TERM MUNICIPALS (IDENTIFIED COST
$63,258,540)........................................... 66,112,291
-----------
MUTUAL FUNDS SHARES (4.0%)
1,000,000 AIM Tax-Free Investments Fund............... 1,000,000
1,674,248 Benchmark Tax Exempt Fund................... 1,674,248
-----------
TOTAL MUTUAL FUNDS SHARES (AT NET ASSET VALUE)......... 2,674,248
-----------
TOTAL INVESTMENTS (IDENTIFIED COST $65,932,788)........ $68,786,539
===========
</TABLE>
See Notes to Portfolios of Investments.

NOTES TO PORTFOLIOS OF INVESTMENTS
- -------------------------------------------------------------------------------

(a)Non-income producing security.
(b) Please refer to the Appendix of the Prospectus for an explanation of the
credit ratings. Current ratings are unaudited.

The following acronyms are used throughout the portfolios:

ADR -- American Depositary Receipt AMBAC -- American Municipal Bond Assurance
Corporation Asset Guaranty -- Asset Guaranty Reinsurance Company COL --
Collateralized ESCW -- Escrowed by U.S. Government Securities FGIC -- Financial
Guaranty Insurance Company FSA -- Financial Security Assurance GNMA --
Government National Mortgage Association GO -- General Obligation GTD --
Guaranty INS -- Insured ISD -- Independent School District LOC -- Letter of
Credit LT -- Limited Tax MBIA -- Municipal Bond Investors Assurance PLC --
Public Limited Company PRF -- Prerefunded PSFG -- Permanent School Fund
Guarantee Q-SBLF -- Qualified State Bond Loan Fund UT -- Unlimited Tax

<TABLE>
<CAPTION>
COST OF NET
INVESTMENTS FOR UNREALIZED GROSS GROSS
FEDERAL TAX APPRECIATION UNREALIZED UNREALIZED TOTAL NET
PURPOSES (DEPRECIATION) APPRECIATION DEPRECIATION ASSETS*
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Great Plains Equity Fund $150,159,409 $29,671,941 $30,571,455 $ 899,514 $179,873,149
Great Plains Premier
Fund $ 24,679,547 $(2,444,110) $ 2,191,372 $4,635,482 $ 22,190,250
Great Plains
Intermediate Bond Fund $139,535,730 $ 7,660,055 $ 7,677,776 $ 17,721 $146,717,696
Great Plains Tax-Free
Bond Fund $ 65,932,788 $ 2,853,751 $ 2,856,827 $ 3,076 $ 67,371,612
</TABLE>

* The categories of investments are shown as a percentage of net assets at
August 31, 1998.

(See Notes which are an integral part of the Financial Statements)

GREAT PLAINS FUNDS
STATEMENTS OF ASSETS AND LIABILITIES
AUGUST 31, 1998
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TAX-FREE
EQUITY PREMIER INTERMEDIATE BOND
FUND FUND BOND FUND FUND
------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
ASSETS:
- --------------------------
Total investments in
securities, at value $179,831,350 $22,235,437 $147,195,785 $68,786,539
- --------------------------
Cash denominated in
foreign currency (at cost,
$1,866) -- 1,880 -- --
- --------------------------
Income receivable 240,655 31,091 1,843,149 839,781
- --------------------------
Receivable for investments
sold -- 10,122 -- --
- --------------------------
Receivable for shares sold 109,897 12,523 204,999 46,565
- --------------------------
Deferred organizational
costs 7,350 1,750 5,690 4,910
- -------------------------- ------------ ----------- ------------ -----------
Total assets 180,189,252 22,292,803 149,249,623 69,677,795
- -------------------------- ------------ ----------- ------------ -----------
LIABILITIES:
- --------------------------
Payable for investments
purchased -- 55,000 1,996,875 1,991,633
- --------------------------
Payable for shares
redeemed 17,121 -- 12,400 4,000
- --------------------------
Income distribution
payable 47,826 -- 372,451 234,754
- --------------------------
Payable for taxes withheld 5,787 -- -- --
- --------------------------
Accrued expenses 245,369 47,553 150,201 75,796
- -------------------------- ------------ ----------- ------------ -----------
Total liabilities 316,103 102,553 2,531,927 2,306,183
- -------------------------- ------------ ----------- ------------ -----------
NET ASSETS CONSIST OF:
- --------------------------
Paid in capital 140,386,401 22,679,755 139,051,287 64,453,526
- --------------------------
Net unrealized
appreciation
(depreciation) of
investments and
translation of assets and
liabilities in foreign
currency* 29,673,670 (2,442,758) 7,660,055 2,853,751
- --------------------------
Accumulated net realized
gain (loss) on investments
and foreign currency
transactions 9,799,108 1,943,683 (10,552) 64,335
- --------------------------
Undistributed net
investment income
(Distributions in excess
of net investment income) 13,970 9,570 16,906 --
- -------------------------- ------------ ----------- ------------ -----------
Total Net Assets $179,873,149 $22,190,250 $146,717,696 $67,371,612
- -------------------------- ------------ ----------- ------------ -----------
Shares Outstanding 18,282,344 2,514,463 14,160,137 6,648,895
- -------------------------- ------------ ----------- ------------ -----------
Net Asset Value Per Share $ 9.84 $ 8.83 $ 10.36 $ 10.13
- -------------------------- ------------ ----------- ------------ -----------
Offering Price Per Share** $ 10.14 $ 9.10 $ 10.68 $ 10.44
- -------------------------- ------------ ----------- ------------ -----------
Redemption Proceeds Per
Share $ 9.84 $ 8.83 $ 10.36 $ 10.13
- -------------------------- ------------ ----------- ------------ -----------
Investments, at identified
cost $150,159,409 $24,678,343 $139,535,730 $65,932,788
- -------------------------- ------------ ----------- ------------ -----------
Investments, at tax cost $150,159,409 $24,679,547 $139,535,730 $65,932,788
- -------------------------- ------------ ----------- ------------ -----------
</TABLE>

* Includes $41,979,687, $2,347,951, $2,560,489, and $2,048,195, respectively,
of unrealized appreciation at September 29, 1997 related to the acquisition
of the Common Trust Funds.
** Computation of Offering Price: 100/97 of net asset value. See "What Shares
Cost" in the Prospectus.

(See Notes which are an integral part of the Financial Statements)

GREAT PLAINS FUNDS
STATEMENTS OF OPERATIONS
PERIOD ENDED AUGUST 31, 1998 (A)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
TAX-FREE
EQUITY PREMIER INTERMEDIATE BOND
FUND FUND BOND FUND FUND
----------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
- -------------------------
Dividends $ 2,488,271(b) $ 190,972(c) $ -- $ --
- -------------------------
Interest 783,596 158,370 8,251,963 3,050,479
- ------------------------- ----------- ----------- ----------- ----------
Total income 3,271,867 349,342 8,251,963 3,050,479
- ------------------------- ----------- ----------- ----------- ----------
EXPENSES:
- -------------------------
Investment advisory fee 1,358,809 223,127 624,053 299,741
- -------------------------
Administrative personnel
and services fee 252,570 75,000 174,007 83,702
- -------------------------
Custodian fees 26,729 16,713 21,326 14,586
- -------------------------
Transfer and dividend
disbursing agent fees and
expenses 25,751 27,146 25,513 22,963
- -------------------------
Trustees' fees 10,000 4,500 8,000 7,529
- -------------------------
Legal fees 4,600 4,009 4,600 4,600
- -------------------------
Portfolio accounting fees 55,223 16,704 48,371 32,653
- -------------------------
Share registration costs 93,329 27,061 65,183 38,094
- -------------------------
Printing and postage 12,000 12,000 12,000 12,000
- -------------------------
Insurance premiums 2,800 2,700 3,600 3,000
- -------------------------
Miscellaneous 5,000 2,000 5,000 5,000
- ------------------------- ----------- ----------- ----------- ----------
Total expenses 1,846,811 410,960 991,653 523,868
- ------------------------- ----------- ----------- ----------- ----------
Waivers--
- -------------------------
Waiver of investment
advisory fee (2,159) (44,836) (987) (865)
- -------------------------
Waiver of administrative
personnel and services
fees -- (43,913) -- --
- ------------------------- ----------- ----------- ----------- ----------
Total waivers (2,159) (88,749) (987) (865)
- ------------------------- ----------- ----------- ----------- ----------
Net expenses 1,844,652 322,211 990,666 523,003
- ------------------------- ----------- ----------- ----------- ----------
Net investment income 1,427,215 27,131 7,261,297 2,527,476
- ------------------------- ----------- ----------- ----------- ----------
REALIZED AND UNREALIZED
GAIN (LOSS) ON
INVESTMENTS
AND FOREIGN CURRENCY:
- -------------------------
Net realized gain (loss)
on investments and
foreign currency
transactions 9,755,137 1,928,920 (9,231) 74,698
- -------------------------
Net change in unrealized
appreciation/depreciation
of investments and
translation of assets and
liabilities in foreign
currency (12,306,017) (4,790,709) 5,099,566 805,556
- ------------------------- ----------- ----------- ----------- ----------
Net realized and
unrealized gain (loss)
on investments
and foreign currency (2,550,880) (2,861,789) 5,090,335 880,254
- ------------------------- ----------- ----------- ----------- ----------
Change in net assets
resulting from
operations $(1,123,665) $(2,834,658) $12,351,632 $3,407,730
- ------------------------- ----------- ----------- ----------- ----------
</TABLE>

(a) For the period from September 29, 1997 (date of initial public investment)
to August 31, 1998.

(b) Net of foreign taxes withheld of $80,546.

(See Notes which are an integral part of the Financial Statements)

GREAT PLAINS FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
PERIOD ENDED AUGUST 31, 1998(A)
----------------------------------------------------------
EQUITY PREMIER INTERMEDIATE TAX-FREE
FUND FUND BOND FUND BOND FUND
- ------------------------- ------------ ----------- ------------ -----------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN
NET ASSETS:
- -------------------------
OPERATIONS--
- -------------------------
Net investment income $ 1,427,215 $ 27,131 $ 7,261,297 $ 2,527,476
- -------------------------
Net realized gain (loss)
on investments and
foreign currency
transactions 9,755,137 1,928,920 (9,231) 74,698
- -------------------------
Net change in unrealized
appreciation/depreciation
on investments and
translation of assets and
liabilities in foreign
currency (12,306,017) (4,790,709) 5,099,566 805,556
- ------------------------- ------------ ----------- ------------ -----------
Change in net assets
resulting from
operations (1,123,665) (2,834,658) 12,351,632 3,407,730
- ------------------------- ------------ ----------- ------------ -----------
DISTRIBUTIONS TO
SHAREHOLDERS--
- -------------------------
Distributions from net
investment income (1,369,274) (2,798) (7,244,391) (2,527,476)
- -------------------------
Distributions from net
realized gain on
investments -- -- -- (10,363)
- -------------------------
Distributions in excess
of net realized gain on
investments -- -- (1,321) --
- ------------------------- ------------ ----------- ------------ -----------
Change in net assets
from distributions to
shareholders (1,369,274) (2,798) (7,245,712) (2,537,839)
- ------------------------- ------------ ----------- ------------ -----------
SHARE TRANSACTIONS--
- -------------------------
Proceeds from sale of
shares 100,153,196 19,729,557 82,612,475 10,196,112
- -------------------------
Proceeds from shares
issued in connection with
the acquisitions of the
Common Trust Funds 104,843,021(b) 9,650,322(b) 72,067,929(b) 63,166,768(b)
- -------------------------
Net asset value of shares
issued to shareholders in
payment of distributions
declared 644,458 1,633 3,194,489 842
- -------------------------
Cost of shares redeemed (23,274,587) (4,353,806) (16,363,117) (6,862,001)
- ------------------------- ------------ ----------- ------------ -----------
Change in net assets
from share
transactions 182,366,088 25,027,706 141,511,776 66,501,721
- ------------------------- ------------ ----------- ------------ -----------
Change in net assets 179,873,149 22,190,250 146,617,696 67,371,612
- -------------------------
NET ASSETS--
- -------------------------
Beginning of period -- -- 100,000 --
- ------------------------- ------------ ----------- ------------ -----------
End of period $179,873,149 $22,190,250 $146,717,696 $67,371,612
- ------------------------- ------------ ----------- ------------ -----------
Undistributed net
investment income
included in net assets at
end of period $ 13,970 $ 9,570 $ 16,906 --
- ------------------------- ------------ ----------- ------------ -----------
Net gain as computed for
federal tax purposes $ 9,799,108 $ 1,944,887 $ 1,504 $ 74,698
- ------------------------- ------------ ----------- ------------ -----------
</TABLE>

(a) For the period from September 29, 1997 (date of initial public investment)
to August 31, 1998.
(b) Includes $41,979,687, $2,347,951, $2,560,489, and $2,048,195, respectively,
of unrealized appreciation, at September 29, 1997 related to the acquisition
of the Common Trust Funds.

(See Notes which are an integral part of the Financial Statements)

GREAT PLAINS FUNDS
FINANCIAL HIGHLIGHTS
- -------------------------------------------------------------------------------
(For a share outstanding throughout the period)

<TABLE>
<CAPTION>
NET REALIZED
AND DISTRIBUTIONS
UNREALIZED FROM NET DISTRIBUTIONS
GAIN/(LOSS) ON REALIZED GAIN IN EXCESS
NET ASSET INVESTMENTS DISTRIBUTIONS ON INVESTMENTS OF NET
VALUE, NET AND FOREIGN TOTAL FROM FROM NET AND FOREIGN REALIZED
PERIOD ENDED BEGINNING INVESTMENT CURRENCY INVESTMENT INVESTMENT CURRENCY GAIN ON
AUGUST 31, 1998(A) OF PERIOD INCOME TRANSACTIONS OPERATIONS INCOME TRANSACTIONS INVESTMENTS
- ------------------ --------- ---------- -------------- ---------- ------------- -------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
EQUITY FUND $10.00 0.07 (0.16) (0.09) (0.07) -- --
PREMIER FUND $10.00 0.01 (1.18) (1.17) (0.00)(d) -- --
INTERMEDIATE BOND FUND $10.00 0.54 0.36 0.90 (0.54) -- (0.00)(d)
TAX-FREE BOND FUND $10.00 0.39 0.13 0.52 (0.39) (0.00)(d) --
</TABLE>

* Computed on an annualized basis.

(a) For the period from September 29, 1997 (date of initial public investment)
to August 31, 1998.

(b) Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

(d) Distributions less than one cent per share.

(See Notes which are an integral part of the Financial Statements)

<TABLE>
<CAPTION>
RATIOS TO AVERAGE NET ASSETS
NET ASSET ------------------------------
VALUE, NET NET ASSETS, PORTFOLIO
TOTAL END TOTAL INVESTMENT EXPENSE END OF PERIOD TURNOVER
DISTRIBUTIONS OF PERIOD RETURN (B) EXPENSES INCOME WAIVER (C) (000 OMITTED) RATE
- ------------- --------- ---------- -------- ---------- ---------- ------------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
(0.07) $ 9.84 (0.94%) 1.02%* 0.79%* 0.00%* $179,873 39%
(0.00) $ 8.83 (11.69%) 1.44%* 0.12%* 0.40%* $ 22,190 68%

(0.54) $10.36 9.23% 0.79%* 5.82%* 0.00%* $146,718 9%

(0.39) $10.13 5.29% 0.87%* 4.22%* 0.00%* $ 67,372 8%
</TABLE>

GREAT PLAINS FUNDS
COMBINED NOTES TO FINANCIAL STATEMENTS
AUGUST 31, 1998
- -------------------------------------------------------------------------------

1. ORGANIZATION

Great Plains Funds (the "Trust") is registered under the Investment Company Act
of 1940, as amended (the "Act"), as an open-end management investment company.
The Trust consists of five portfolios (individually referred to as the "Fund",
or collectively as the "Funds") which are presented herein:

<TABLE>
<CAPTION>
PORTFOLIO NAME DIVERSIFICATION INVESTMENT OBJECTIVE
- ---------------------------------------------------------------------------------
<S> <C> <C>
Great Plains Equity Fund Non-diversified To seek total return
("Equity Fund") (consisting of current
income and capital
appreciation) over the
long-term.
- ---------------------------------------------------------------------------------
Great Plains International Equity Fund Non-diversified To seek total return
("International Equity Fund")* (consisting of current
income and capital
appreciation) over the
long-term.
- ---------------------------------------------------------------------------------
Great Plains Premier Fund Non-diversified To seek total return
("Premier Fund") (consisting of current
income and capital
appreciation) over the
long-term.
- ---------------------------------------------------------------------------------
Great Plains Intermediate Bond Fund Diversified To seek total return
("Intermediate Bond Fund") (consisting of current
income and capital
appreciation).
- ---------------------------------------------------------------------------------
Great Plains Tax-Free Bond Fund Non-diversified To seek current income
("Tax-Free Bond Fund") that is exempt from
federal regular income
tax and secondarily to
seek current income
that is also exempt
from the regular income
taxes imposed by the
State of Nebraska.
</TABLE>

*International Equity Fund was effective but had no public investment as of
August 31, 1998.

GREAT PLAINS FUNDS
- -------------------------------------------------------------------------------
On September 29, 1997, the Funds acquired portfolios of common trust funds
managed by the Adviser. The acquisitions were tax-free exchanges as follows:

<TABLE>
<CAPTION>
PREMIER INTERMEDIATE TAX-FREE
EQUITY FUND FUND BOND FUND BOND FUND
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Trust Fund
Shares Converted 1,109,432 388,043 8,718,485 5,938,698
- ----------------------------------------------------------------------------
Great Plains Fund Shares
Issued 10,484,302 965,032 7,206,793 6,316,677
- ----------------------------------------------------------------------------
Common Trust Funds
Net Assets Acquired $104,843,021 $9,650,322 $72,067,929 $63,166,768
- ----------------------------------------------------------------------------
Unrealized
Appreciation* $41,979,687 $2,347,951 $2,560,489 $2,048,195
</TABLE>

*Unrealized Appreciation is included in the Common Trust Funds Net Assets
Acquired above.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently
followed by the Funds in the preparation of their financial statements. These
policies are in conformity with generally accepted accounting principles.

INVESTMENT VALUATIONS--Municipal bonds are valued by an independent pricing
service, taking into consideration yield, liquidity, risk, credit quality,
coupon, maturity, type of issue, and any other factors or market data the
pricing service deems relevant. U.S. government securities, listed corporate
bonds, other fixed income and asset-backed securities, and unlisted securities
and private placement securities are generally valued at the mean of the
latest bid and asked price as furnished by an independent pricing service.
Listed equity securities are valued at the last sale price reported on a
national securities exchange. Short-term securities are valued at the prices
provided by an independent pricing service. However, short-term securities
with remaining maturities of sixty days or less at the time of purchase may be
valued at amortized cost, which approximates fair market value. Investments in
other regulated investment companies are valued at net asset value. With
respect to valuation of foreign securities, trading in foreign cities may be
completed at times which vary from the closing of the New York Stock Exchange.
Therefore, foreign securities are normally valued at the latest closing price
on the exchange on which they are traded prior to the closing of the New York
Stock Exchange. Foreign securities quoted in foreign currencies are translated
into U.S. dollars at the foreign exchange rate in effect at noon, eastern
time, on the day the value of the foreign security is determined.

REPURCHASE AGREEMENTS--It is the policy of the Funds to require the custodian
bank to take possession of, to have legally segregated in the Federal Reserve
Book Entry System, or to have segregated within the custodian bank's vault,
all securities held as collateral under repurchase agreement transactions.
Additionally, procedures have been established by the Funds to monitor,

GREAT PLAINS FUNDS
- -------------------------------------------------------------------------------
on a daily basis, the market value of each repurchase agreement's collateral
to ensure that the value of collateral at least equals the repurchase price to
be paid under the repurchase agreement.

The Funds will only enter into repurchase agreements with banks and other
recognized financial institutions, such as broker/dealers, which are deemed by
the Funds' adviser to be creditworthy pursuant to the guidelines and/or
standards reviewed or established by the Board of Trustees (the "Trustees").

INVESTMENT INCOME, EXPENSES AND DISTRIBUTIONS--Interest income and expenses
are accrued daily. Bond premium and discount, if applicable, are amortized as
required by the Internal Revenue Code, as amended (the "Code"). Dividend
income and distributions to shareholders are recorded on the ex-dividend date.

The amounts of distributions from net investment income and net realized
capital gains are determined in accordance with federal income tax
regulations, which may differ from generally accepted accounting principles.
These book/tax differences are either temporary or permanent in nature. To the
extent these differences are permanent, they are reclassified within the
capital accounts to conform to their tax treatment in the period in which the
difference arises. Net investment income, net realized gains, and net assets
are not affected by these reclassifications.

FEDERAL TAXES--It is the Funds' policy to comply with the provisions of the
Code applicable to regulated investment companies and to distribute to
shareholders each year substantially all of their income. Accordingly, no
provisions for federal tax are necessary.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS--The Funds may engage in
when-issued or delayed delivery transactions. The Funds record when-issued
securities on the trade date and maintain security positions such that
sufficient liquid assets will be available to make payment for the securities
purchased. Securities purchased on a when-issued or delayed delivery basis are
marked to market daily and begin earning interest on the settlement date.

FOREIGN EXCHANGE CONTRACTS--Equity Fund and Premier Fund may enter into
foreign currency exchange contracts as a way of managing foreign exchange rate
risk. The Funds may enter into these contracts for the purchase or sale of a
specific foreign currency at a fixed price on a future date as a hedge or
cross hedge against either specific transactions or portfolio positions. The
objective of the Funds' foreign currency hedging transactions is to reduce the
risk that the U.S. dollar value of the Funds' foreign currency denominated
securities will decline in value due to changes in foreign currency exchange
rates. All foreign currency exchange contracts are "marked to market" daily at
the applicable translation rates resulting in unrealized gains or losses.
Realized gains or losses are recorded at the time the foreign currency
exchange contract is offset by entering into a closing transaction or by the
delivery or receipt of the currency. Risk may arise upon entering into these
contracts from the potential inability of counterparties to meet the terms of
their contracts and from unanticipated movements in the value of a foreign
currency relative to the U.S. dollar.

As of August 31, 1998, Equity Fund and Premier Fund had no outstanding foreign
exchange contracts.

GREAT PLAINS FUNDS
- -------------------------------------------------------------------------------

FOREIGN CURRENCY TRANSLATION--The accounting records of Equity Fund and
Premier Fund are maintained in U.S. dollars. All assets and liabilities
denominated in foreign currencies ("FC") are translated into U.S. dollars
based on the rate of exchange of such currencies against U.S. dollars on the
date of valuation. Purchases and sales of securities, income and expenses are
translated at the rate of exchange quoted on the respective date that such
transactions are recorded. Differences between income and expense amounts
recorded and collected or paid are adjusted when reported by the custodian
bank. The Funds do not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.

Reported net realized foreign exchange gains or losses arise from sales of
portfolio securities, sales and maturities of short-term securities, sales of
FCs, currency gains or losses realized between the trade and settlement dates
on securities transactions, the difference between the amounts of dividends,
interest, and foreign withholding taxes recorded on the Funds' books, and the
U.S. dollar equivalent of the amounts actually received or paid. Net
unrealized foreign exchange gains and losses arise from changes in the value
of assets and liabilities other than investments in securities at fiscal year
end, resulting from changes in the exchange rate.

USE OF ESTIMATES--The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts of assets, liabilities, expenses and
revenues reported in the financial statements. Actual results could differ
from those estimated.

OTHER--Investment transactions are accounted for on the trade date.

3. SHARES OF BENEFICIAL INTEREST

The Declaration of Trust permits the Trustees to issue an unlimited number of
full and fractional shares of beneficial interest (without par value) of each
Fund. Transactions in shares were as follows:

<TABLE>
<CAPTION>
EQUITY FUND
------------
PERIOD ENDED
AUGUST 31,
1998(A)
------------
SHARES
- -------------------------------------------------------------- ------------
<S> <C>
Shares sold 9,898,164
- --------------------------------------------------------------
Shares issued in connection with the acquisition of the Common
Trust Fund 10,484,302
- --------------------------------------------------------------
Shares issued to shareholders on reinvestment of distributions
declared 58,239
- --------------------------------------------------------------
Shares redeemed (2,158,361)
- -------------------------------------------------------------- ----------
Net change resulting from Equity Fund share transactions 18,282,344
- -------------------------------------------------------------- ----------
</TABLE>

GREAT PLAINS FUNDS
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PREMIER FUND
------------
PERIOD ENDED
AUGUST 31,
1998(A)
------------
SHARES
- ----------------------------------------------------------------- ------------
<S> <C>
Shares sold 1,959,320
- -----------------------------------------------------------------
Shares issued in connection with the acquisition of the Common
Trust Fund 965,032
- -----------------------------------------------------------------
Shares issued to shareholders on reinvestment of distributions
declared 168
- -----------------------------------------------------------------
Shares redeemed (410,057)
- ----------------------------------------------------------------- ----------
Net change resulting from Premier Fund share transactions 2,514,463
- ----------------------------------------------------------------- ----------
<CAPTION>
INTERMEDIATE
BOND FUND
------------
PERIOD ENDED
AUGUST 31,
1998(A)
------------
SHARES
- ----------------------------------------------------------------- ------------
<S> <C>
Shares sold 8,241,096
- -----------------------------------------------------------------
Shares issued in connection with the acquisition of the Common
Trust Fund 7,206,793
- -----------------------------------------------------------------
Shares issued to shareholders on reinvestment of distributions
declared 313,641
- -----------------------------------------------------------------
Shares redeemed (1,611,393)
- ----------------------------------------------------------------- ----------
Net change resulting from Intermediate Bond Fund share
transactions 14,150,137
- ----------------------------------------------------------------- ----------
<CAPTION>
TAX-FREE
BOND FUND
------------
PERIOD ENDED
AUGUST 31,
1998(A)
------------
SHARES
- ----------------------------------------------------------------- ------------
<S> <C>
Shares sold 1,015,073
- -----------------------------------------------------------------
Shares issued in connection with the acquisition of the Common
Trust Fund 6,316,677
- -----------------------------------------------------------------
Shares issued to shareholders on reinvestment of distributions
declared 84
- -----------------------------------------------------------------
Shares redeemed (682,939)
- ----------------------------------------------------------------- ----------
Net change resulting from Tax-Free Bond Fund share transactions 6,648,895
- ----------------------------------------------------------------- ----------
</TABLE>

(a) For the period from September 29, 1997 (date of initial public investment)
to August 31, 1998.

GREAT PLAINS FUNDS
- -------------------------------------------------------------------------------
4. INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES

INVESTMENT ADVISORY FEE--First Commerce Investors, Inc., the Funds' investment
adviser (the "Adviser"), receives for its services an annual investment
advisory fee based on a percentage of each Fund's average daily net assets
(see below).

<TABLE>
<CAPTION>
FUND ANNUAL RATE
---- -----------
<S> <C>
Equity Fund 0.75%
Premier Fund 1.00%
Intermediate Bond Fund 0.50%
Tax-Free Bond Fund 0.50%
</TABLE>

The Adviser may voluntarily choose to waive any portion of its fee. The
Adviser can modify or terminate this voluntary waiver at any time at its sole
discretion.

ADMINISTRATIVE FEE--Federated Services Company ("FServ") provides the Funds
with certain administrative personnel and services. The fee paid to FServ is
based on the level of average aggregate daily net assets of the Trust for the
period.

TRANSFER AND DIVIDEND DISBURSING AGENT FEES AND EXPENSES--FServ, through its
subsidiary, Federated Shareholder Services Company ("FSSC") serves as transfer
and dividend disbursing agent for the Funds. The fee paid to FSSC is based on
the size, type, and number of accounts and transactions made by shareholders.

PORTFOLIO ACCOUNTING FEES--FServ maintains the Funds' accounting records for
which it receives a fee. The fee is based on the level of each Fund's average
daily net assets for the period, plus out-of-pocket expenses.

CUSTODIAN FEES--National Bank of Commerce is the Funds' custodian for which it
receives a fee. The fee is based on the level of each Fund's average daily net
assets for the period, plus out-of-pocket expenses.

ORGANIZATIONAL EXPENSES--Organizational expenses were initially borne by
FServ. The Funds have reimbursed FServ for these expenses. These expenses have
been deferred and are being amortized over the five year period following each
Fund's effective date.

<TABLE>
<CAPTION>
EXPENSES OF ORGANIZING
FUND THE FUNDS
---- ----------------------
<S> <C>
Equity Fund $7,350
Premier Fund $1,750
Intermediate Bond Fund $5,690
Tax-Free Bond Fund $4,910
</TABLE>

GENERAL--Certain of the Officers and Trustees of the Trust are Officers and
Directors or Trustees of the above companies.

GREAT PLAINS FUNDS
- -------------------------------------------------------------------------------
INTERFUND TRANSACTIONS--During the period ended August 31, 1998, the Funds
engaged in purchase and sale transactions with funds that have a common
investment adviser (or affiliated investment advisers), common
Directors/Trustees, and/or common Officers. These purchase and sale
transactions were made at current market value pursuant to Rule 17a-7 under
the Act and were attributable to a conversion of the assets of common and
collective trust funds into the Great Plains Funds. Interfund transactions
were as follows:

<TABLE>
<CAPTION>
FUND PURCHASES SALES
---- ------------ ----------
<S> <C> <C>
Equity Fund $188,924,095 $4,903,292
Premier Fund $ 21,378,306 $ 389,295
Intermediate Bond Fund $125,291,907 $2,016,635
Tax-Free Bond Fund $ 61,182,718 $ 929,878
</TABLE>

5. INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term and conversion
securities, for the period ended August 31, 1998, were as follows:

<TABLE>
<CAPTION>
FUND PURCHASES SALES
---- ------------ -----------
<S> <C> <C>
Equity Fund $139,118,181 $67,876,853
Premier Fund $ 29,069,697 $14,830,650
Intermediate Bond Fund $ 80,103,192 $10,765,452
Tax-Free Bond Fund $ 10,983,503 $ 5,128,119
</TABLE>

6. CONCENTRATION OF CREDIT RISK

Since Tax-Free Bond Fund invests a substantial portion of its assets in issuers
located in one state, it will be more susceptible to factors adversely affecting
issuers of that state than would be a comparable general tax-exempt mutual fund.
In order to reduce the credit risk associated with such factors, at August 31,
1998, 31.9% of the securities in the portfolio of investments were backed by
letters of credit or bond insurance of various financial institutions and
financial guaranty assurance agencies. The value of investments insured by or
supported (backed) by a letter of credit from any one institution or agency did
not exceed 13.4% of total investments.

7. YEAR 2000 (UNAUDITED)

Similar to other financial organizations, the Funds could be adversely affected
if the computer systems used by the Funds' service providers or issuers in which
the Funds invest do not properly process and calculate date- related information
and data from and after January 1, 2000. The Funds' Adviser and administrator
are taking measures that they believe are reasonably designed to address the
Year 2000 issue with respect to computer systems that they use and to obtain
reasonable assurances that comparable steps are being taken by each of the
Funds' other service providers. At this time, however, there can be no assurance
that these steps will be sufficient to avoid any adverse impact on the Funds.

INDEPENDENT AUDITORS' REPORT
- -------------------------------------------------------------------------------

To the Board of Trustees and Shareholders of GREAT PLAINS FUNDS:

We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of Great Plains Funds (the "Trust") comprised of
the following portfolios: Great Plains Equity Fund, Great Plains Intermediate
Bond Fund, Great Plains Premier Fund, and Great Plains Tax-Free Bond Fund as of
August 31, 1998, the related statements of operations and statements of changes
in net assets, and the financial highlights for the period ended August 31,
1998. 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.

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 the securities owned as of
August 31, 1998, by correspondence with the custodian and brokers; where replies
were not received, we performed other auditing procedures. 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 Great Plains Equity
Fund, Great Plains Intermediate Bond Fund, Great Plains Premier Fund, and Great
Plains Tax-Free Bond Fund as of August 31, 1998, the results of their
operations, the changes in their net assets and their financial highlights for
the respective stated period in conformity with generally accepted accounting
principles.

DELOITTE & TOUCHE LLP
Pittsburgh, Pennsylvania
October 9, 1998

. NOT FDIC INSURED
. MAY LOSE VALUE
. NO BANK GUARANTEE

EDGEWOOD SERVICES, INC., DISTRIBUTOR

G02475-01 (10/98)

GREAT PLAINS FUNDS ANNUAL REPORT
APPENDIX

A1. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Equity Fund is represented by a solid line, whereas
Standard and Poor's 500 Index (S&P 500) is represented by a dotted line, and the
Lipper Growth and Income Funds Average (LPIFA) is represented by a broken line.
The line graph is a visual representation of a comparison of change in value of
a hypothetical investment of $10,000 in the Great Plains Equity Fund for the
period from August 31, 1988 to August 31, 1998. The "y" axis reflects the cost
of the investment. The "x" axis reflects computation periods from the ending
value of the hypothetical investment in the Great Plains Equity Fund as compared
to the S&P 500, and LPIFA; the ending values are $33,700, $37,063, and $48,200,
respectively. Beneath the list of components that correspond to the line graph
are the following average annual total return data for the one-year period,
five-year period, and ten-year period ended August 31, 1998 for the Great Plains
Equity Fund. The total returns (with sales charge) were (0.13%), 13.96%, and
12.92%, respectively. The performance disclaimer and footnotes are listed
directly under the graphic presentation.

A2. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Equity Fund is represented by a solid line, whereas
Standard and Poor's 500 Index (S&P 500) is represented by a dotted line, and the
Lipper Growth and Income Funds Average (LPIFA) is represented by a broken line.
The line graph is a visual representation of a comparison of change in value of
a hypothetical investment of $10,000, without sales charge, in the Great Plains
Equity Fund for the period from August 31, 1988 to August 31, 1998. The "y" axis
reflects the cost of the investment. The "x" axis reflects computation periods
from the ending value of the hypothetical investment in the Great Plains Equity
Fund as compared to the S&P 500, and LPIFA; the ending values are $34,743,
$37,063, and $48,200, respectively. Beneath the list of components that
correspond to the line graph are the following average annual total return data
for the Great Plains Equity Fund, for the one-year period, five-year period, and
ten-year period (without sales charge), ended August 31, 1998.. The total
returns, without sales charge, were: 2.96%, 14.66%, and 13.26%, respectively.
The performance disclaimer and footnotes are listed directly under the graphic
presentation.

A3. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Premier Fund is represented by a solid line, whereas
Lipper Small-Cap Fund Average (LSCFA) is represented by a dotted line, and the
Russell 2000 Small-Stock Index (RU2) is represented by a broken line. The line
graph is a visual representation of a comparison of change in value of a
hypothetical investment of $10,000 in the Great Plains Premier Fund for the
period from October 31, 1988 to August 31, 1998. The "y" axis reflects the cost
of the investment. The "x" axis reflects computation periods from the ending
value of the hypothetical investment in the Great Plains Premier Fund as
compared to the LSCFA, and the RU2; the ending values are $25,427, $27,403, and
$33,266, respectively. Beneath the list of components that correspond to the
line graph are the following average annual total return data for the one-year
period, five-year period, and start of performance (10/31/88) ended August 31,
1998 for the Great Plains Premier Fund. The total returns (with sales charge)
were (11.40%), 11.87%, and 9.86%, respectively. The performance disclaimer and
footnotes are listed directly under the graphic presentation.

A4. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Premier Fund is represented by a solid line, whereas
Lipper Small-Cap Fund Average (LSCFA) is represented by a dotted line, and the
Russell 2000 Small-Stock Index (RU2) is represented by a broken line. The line
graph is a visual representation of a comparison of change in value of a
hypothetical investment of $10,000, without sales charge, in the Great Plains
Premier Fund for the period from October 31, 1988 to August 31, 1998. The "y"
axis reflects the cost of the investment. The "x" axis reflects computation
periods from the ending value of the hypothetical investment in the Great Plains
Premier Fund as compared to the LSCFA, and the RU2; the ending values are
$26,213, $27,403, and $33,266, respectively. Beneath the list of components that
correspond to the line graph are the following average annual total return data
for the one-year period, five-year period, and start of performance (10/31/88)
ended August 31, 1998 for the Great Plains Premier Fund. The total returns
(without sales charge) were (8.66%), 12.55%, and 10.20%, respectively. The
performance disclaimer and footnotes are listed directly under the graphic
presentation.

A5. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Intermediate Bond Fund is represented by a solid
line, whereas Lipper Intermediate Investment Grade Average (LIIGA) is
represented by a dotted line, and the Lehman Brothers Government/Corporate Index
5-10 (LGCI) is represented by a broken line. The line graph is a visual
representation of a comparison of change in value of a hypothetical investment
of $10,000, with sales charge, in the Great Plains Intermediate Bond Fund for
the period from August 31, 1988 to August 31, 1998. The "y" axis reflects the
cost of the investment. The "x" axis reflects computation periods from the
ending value of the hypothetical investment in the Great Plains Intermediate
Bond Fund as compared to the LIIGA, and LGCI; the ending values are $21,362,
$22,252, and $22,536, respectively. Beneath the list of components that
correspond to the line graph are the following average annual total return data
for the one-year period, five-year period, and ten-year period ended August 31,
1998 for the Great Plains Intermediate Bond Fund. The total returns (with sales
charge) were 7.75%, 5.34%, and 7.88%, respectively. The performance disclaimer
and footnotes are listed directly under the graphic presentation.

A6. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Intermediate Bond Fund is represented by a solid
line, whereas Lipper Intermediate Investment Grade Average (LIIGA) is
represented by a dotted line, and the Lehman Brothers Government/Corporate Index
5-10 (LGCI) is represented by a broken line. The line graph is a visual
representation of a comparison of change in value of a hypothetical investment
of $10,000, without sales charge, in the Great Plains Intermediate Bond Fund for
the period from August 31, 1988 to August 31, 1998. The "y" axis reflects the
cost of the investment. The "x" axis reflects computation periods from the
ending value of the hypothetical investment in the Great Plains Intermediate
Bond Fund as compared to the LIIGA, and LGCI; the ending values are $22,022,
$22,252, and $22,536, respectively. Beneath the list of components that
correspond to the line graph are the following average annual total return data
for the one-year period, five-year period, and ten-year period ended August 31,
1998 for the Great Plains Intermediate Bond Fund. The total returns (without
sales charge) were 11.09%, 5.99%, and 8.21%, respectively. The performance
disclaimer and footnotes are listed directly under the graphic presentation.

A7. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Tax-Free Bond Fund is represented by a solid line,
whereas Lipper Intermediate Municipal Debt Average (LIMA) is represented by a
dotted line, and the Lehman Brothers Municipal Index/ 7-Year (LB7GO) is
represented by a broken line. The line graph is a visual representation of a
comparison of change in value of a hypothetical investment of $10,000, with
sales charge, in the Great Plains Tax-Free Bond Fund for the period from August
31, 1988 to August 31, 1998. The "y" axis reflects the cost of the investment.
The "x" axis reflects computation periods from the ending value of the
hypothetical investment in the Great Plains Tax-Free Bond Fund as compared to
the LIIGA, and LGCI; the ending values are $17,224, $19,698, and $21,908,
respectively. Beneath the list of components that correspond to the line graph
are the following average annual total return data for the one-year period,
five-year period, and ten-year period ended August 31, 1998 for the Great Plains
Tax-Free Bond Fund. The total returns (with sales charge) were 3.10%, 3.93%, and
5.59%, respectively. The performance disclaimer and footnotes are listed
directly under the graphic presentation.

A8. The graphic presentation here displayed consists of a line graph. The
corresponding components of the line graph are listed underneath the graphic
presentation. Great Plains Tax-Free Bond Fund is represented by a solid line,
whereas Lipper Intermediate Municipal Debt Average (LIMA) is represented by a
dotted line, and the Lehman Brothers Municipal Index/ 7-Year (LB7GO) is
represented by a broken line. The line graph is a visual representation of a
comparison of change in value of a hypothetical investment of $10,000, without
sales charge, in the Great Plains Tax-Free Bond Fund for the period from August
31, 1988 to August 31, 1998. The "y" axis reflects the cost of the investment.
The "x" axis reflects computation periods from the ending value of the
hypothetical investment in the Great Plains Tax-Free Bond Fund as compared to
the LIMA, and LB7GO; the ending values are $21,908, $19,698, and $21,908,
respectively. Beneath the list of components that correspond to the line graph
are the following average annual total return data for the one-year period,
five-year period, and ten-year period ended August 31, 1998 for the Great Plains
Tax-Free Bond Fund. The total returns (without sales charge) were 6.29%, 4.57%,
and 5.91%, respectively. The performance disclaimer and footnotes are listed
directly under the graphic presentation.