GREAT PLAINS FUNDS, 485BPOS, 1999-12-27

GREAT PLAINS FUNDS
485BPOS, 1999-12-27

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1933 Act File No. 333-31137
1940 Act File No. 811-8281

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
-------

Pre-Effective Amendment No. .............................

Post-Effective Amendment No. 6 .............................. X
------ -------

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 8 ............................................. X
------ -------

GREAT PLAINS FUNDS

(Exact Name of Registrant as Specified in Charter)

5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices)

(412) 288-1900

(Registrant's Telephone Number)

Gail Cagney, Esquire
Federated Investors Tower

1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779

(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b)
X on _DECEMBER 27, 1999__ pursuant to paragraph (b)

60 days after filing pursuant to paragraph (a) (i) _ on _______________
pursuant to paragraph (a) (i).

75 days after filing pursuant to paragraph (a)(ii) on _________________
pursuant to paragraph (a)(ii) of Rule 485.

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

Copies To:

Cameron S. Avery, Esquire
Bell, Boyd & Lloyd
3 First National Plaza
70 West Madison St.
Chicago, IL 60602

Great Plains Funds

COMBINED PROSPECTUS 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

December 28, 1999

Advised by
First Commerce Investors, Inc.

PROSPECTUS

Great Plains Funds

Great Plains Funds (the "Trust") is an open-end, management investment company.
The Trust has the following five separate investment portfolios or mutual funds.
Each fund offers its own shares and has a distinct investment goal to meet
specific investor needs.

Great Plains Equity Fund

Great Plains International Equity Fund

Great Plains Premier Fund

Great Plains Intermediate Bond Fund

Great Plains Tax-Free Bond Fund

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

<TABLE>

Contents

<S> <C>
Investment Philosophy 1
Fund Goals, Strategies, Performance and Risk 1
What are the Fund's Fees and Expenses? 9
Principal Securities in Which the Funds Invest 10
Specific Risks of Investing in the Funds 15
What do Shares Cost? 18
How are the Funds Sold? 20
How to Purchase Shares 20

How to Exchange Shares 21
How to Redeem Shares 21

Account and Share Information 23
Who Manages the Funds? 24
Financial Information 25

DECEMBER 28, 1999

</TABLE>

This prospectus contains the information you should read and know before you
invest in any of the Great Plains Funds. It outlines our investment philosophy
as well as provides a description of the principal investment strategies,
objectives, and risks of investing in the funds. This document also contains
information on buying and selling shares of the Great Plains Funds. Keep this
prospectus for future reference.

Investment Philosophy

First Commerce Investors' (FCI) fundamental equity investment philosophy is that
of value investing. As such, we invest the assets of our equity funds according
to the following principles:

We invest as partial owners of high quality companies and attempt to purchase
security positions at a substantial discount to what we perceive as their true
economic value.

We invest on a long-term basis to help maximize after-tax returns, while
attempting to reduce risk.

We place emphasis on quality of shareholder-oriented management, growth of
shareholder equity, potential earnings growth, competitive posture, financial
strength, cash flow generation, and intelligent investment of that cash flow.

We strongly prefer to own a great company at a fair price over a fair company
at a cheap price.

We will invest assets on a global basis, but will limit foreign exposure to
35% of assets in the Equity and Premier Funds.

We will manage diversified portfolios, but we refuse to over-diversify our
investments. We willcomply with Subchapter M of the Internal Revenue Code which
requires that at least 50% of each portfolio be diversified.

We will monitor costs and attempt to minimize costs to our shareholders.

We will strive to provide effective and candid communication with our
customers.

We will minimize short holding periods and will limit portfolio turnover.

We discourage short-term market timers and speculators from investing in our
Funds.

Fund Goals, Strategies, Performance and Risk

The following describes the investment goals, strategies and principal risks of
Great Plains Equity Fund, Great Plains International Equity Fund, Great Plains
Premier Fund (collectively the "Stock Funds"), Great Plains Intermediate Bond
Fund and Great Plains Tax Free Bond Fund. There can be no assurance that a Fund

will achieve its goal.

GREAT PLAINS EQUITY FUND

Goal: To achieve total return (consisting of current income and capital
appreciation) over the long-term.

Strategy: The Equity Fund, a non-diversified portfolio of securities, pursues
its investment objective through the application of a value-oriented approach.
We invest as partial owners of high quality companies and attempt to purchase
security positions at a substantial discount to what we perceive as their true
economic value. The Fund accomplishes this by investing primarily in a portfolio
of common and preferred stocks of domestic and foreign issuers as well as
domestic and foreign securities convertible into common and preferred stocks.
The Fund obtains its current income primarily through receipt of dividends net
of Fund expenses. Under normal market conditions, the Fund intends to invest at
least 65% of its total assets in equity securities. The issuers of these
securities will consist primarily of medium to large capitalization domestic and
foreign companies. The Fund may seek its foreign securities component by
purchasing shares of the Great Plains International Equity Fund. Depending on
market conditions, the Fund anticipates investing between 0% and 35% of its net
assets in foreign securities either directly, or indirectly through an
investment in the Great Plains International Equity Fund. Accordingly, investors
in the Fund should also review the description of the Great Plains International
Equity Fund's investment goal and strategies.

GREAT PLAINS INTERNATIONAL EQUITY FUND

Goal: To achieve total return (consisting of current income and capital
appreciation) over the long-term.

Strategy: The International Equity Fund, a non-diversified portfolio of
securities, pursues its investment objective through the application of a value-
oriented approach. We invest as partial owners of high quality companies and
attempt to purchase security positions at a substantial discount to what we
perceive as their true economic value. The Fund accomplishes this by investing
primarily in a portfolio of common and preferred stocks of domestic and foreign
issuers as well as domestic and foreign securities convertible into common and
preferred stocks. The Fund obtains its current income primarily through receipt
of dividends net of Fund expenses. Under normal market conditions, at least 65%
of the Fund's total assets will be invested in equity securities of issuers
domiciled in at least three different nations outside the United States. The
Fund's foreign investments will emphasize primarily Western European countries
and secondarily Asia and Latin America, and emphasize developed over emerging
markets. However, the Fund may from time to time invest in other countries and
regions, subject to its 65% investment policy noted above. The Fund may invest
in foreign and domestic preferred securities which have equity features, such as
conversion or exchange rights, or which carry warrants to purchase common stock
or other equity interests. Such equity features enable the holder of the
preferred security to benefit from increases in the market price of the
underlying equity security. The Fund may also invest up to 35% of its total
assets in U.S. Treasury bills and other cash equivalents. In selecting
securities, FCI uses a value-oriented approach to investing and attempts to
identify those companies in various countries and industries where economic and
political factors, including currency movements, are likely to produce
above-average opportunities for capital appreciation.

GREAT PLAINS PREMIER FUND

Goal: To achieve total return (consisting of current income and capital
appreciation) over the long-term.

Strategy: The Premier Fund, a non-diversified portfolio of securities, pursues
its investment objective through the application of a value-oriented approach.
We invest as partial owners of high quality companies and attempt to purchase
security positions at a substantial discount to what we perceive as their true
economic value. The Fund accomplishes this by investing primarily in a portfolio
of common and preferred stocks of domestic and foreign issuers as well as
domestic and foreign securities convertible into common and preferred stocks.
The Fund obtains its current income primarily through receipt of dividends net
of Fund expenses. The Fund's investments will emphasize common and preferred
stocks issued by companies whose market capitalizations at the time of
investment are under $2 billion (which are small capitalization stocks). As an
operational policy, this Fund intends to limit its foreign investments to 35% of
its total assets. As described under the "Portfolio Investments and Strategies--
Securities of Other Investment Companies" section of this Prospectus, the Fund
reserves the option of seeking its foreign securities component by purchasing
shares of the Great Plains International Equity Fund, although it presently
intends to purchase foreign securities directly. Accordingly, investors in the
Premier Fund should also review the description of the International Equity
Fund's investment goal and strategies.

GREAT PLAINS INTERMEDIATE BOND FUND

Goal: To seek total return (consisting of current income and capital
appreciation).

Strategy: The Fund pursues its goal by investing primarily in a diversified
portfolio of investment grade intermediate-term bonds and notes with an average
dollar-weighted maturity of three to ten years. The Fund will invest, under
normal circumstances, at least 65% of the value of its total assets in bonds.
For purposes of this investment policy, "bonds" shall include all permitted
types of debt instruments, including debt held as collateral for repurchase
agreements. Investment grade debt obligations are rated in the top four
categories by a nationally recognized statistical rating organization (NRSRO)
(such as BBB or better by Standard & Poor's (S&P) or FitchIBCA, Inc. (Fitch) or
Baa or better by Moody'sInvestors Service (Moody's), or if unrated, are of
comparable quality as determined by FCI. See "Ratings" in the "Portfolio
Investments and Strategies" section of this Prospectus. The Fund reserves the
right to invest up to 35% (although it intends to operate with not more than
15%) of its total assets in debt obligations rated below investment grade but
not lower than BB by S&P or Fitch or Ba by Moody's, or which are of comparable
quality. Such debt obligations are sometimes referred to as high-yield debt
obligations or "junk bonds."

GREAT PLAINS TAX-FREE BOND FUND

Goal: To seek current income that is exempt from federal regular income tax. As
a secondary investment objective, the Fund seeks current income that is also
exempt from the regular income taxes imposed by the State of Nebraska.

Strategy: The Tax-Free Bond Fund pursues its goals by investing in a
non-diversified portfolio of debt obligations issued by or on behalf of any
state, territory or possession of the United States, including the District of
Columbia, or any of their political subdivisions or financing authorities
("Municipal Securities"), with a portion of the portfolio consisting of
Municipal Securities issued by or on behalf of the State of Nebraska, its
political subdivisions or agencies ("Nebraska Municipal Securities"). As a
fundamental investment policy that cannot be changed without shareholder
approval, under normal market conditions, at least 80% of the Tax-Free Bond
Fund's net assets will be invested in municipal securities, the income from
which is exempt from federal income tax. As an operational policy and not an
investment policy, the Fund will seek to maintain an average dollar-weighted
portfolio maturity of five to fifteen years. Interest income of the Tax-Free
Bond Fund that is exempt from federal income tax and the Nebraska state personal
income tax retains its tax-free status when distributed to shareholders.

PRINCIPAL RISKS OF THE FUNDS

In addition to the risks set forth below that are specific to an investment in a
particular Fund, there are risks common to all mutual funds.

For example, a Fund's share price may decline and an investor could lose money.
Also, there is no assurance that a Fund will achieve its investment objective.
The Shares offered by this prospectus are not deposits or obligations of any
bank (including National Bank of Commerce and/or First Commerce Bancshares,
Inc.) are not endorsed or guaranteed by the U.S. government, the Federal Deposit
Insurance Corporation, the Federal Reserve Board, or any other government
agency.
<TABLE>
<CAPTION>
Risks Equity Fund International Premier Intermediate Tax-Free
Equity Fund Fund Bond Fund Bond Fund

<S> <C> <C> <C> <C> <C>
Stock Market Risks/1/ x x x
Currency Risks/2/ x x x
Interest Rate Risks/3/ x x x
Risks Related to Investing for Value x x x
Euro Risks/4/ x x x
Risks of Foreign Investing/5/ x x x
Credit Risks/6/ x x x x x
Prepayment Risks/7/ x x
Liquidity Risks/8/ x x x x x
Risks Associated with Noninvestment Grade Securities/9/ x x
Tax Risks/10/ x
Diversification Risks/11/ x x x x
Nebraska Risks/12/ x
Sector Risks/13/ x
Risks Related to Company Size/14/ x
</TABLE>

1 The value of equity securities rise and fall.

2 Exchange rates for currencies fluctuate daily.

3 Prices of fixed income securities rise and fall in response to interest rate
changes. Interest rate changes have a greater effect on the price of fixed
income securities with longer durations.

4 The fluctuating exchange rate between the Euro and the U.S. dollar will have
a significant impact on the value of a Fund's investments.

5 Foreign economic, political or regulatory conditions may be less favorable
than those of the United States. Also, foreign countries may lack uniform
financial reporting standards comparable to those applicable to U.S.

companies.

6 The possibility that an issuer will default on a security by failing to pay
interest or principal when due.

7 A Fund may have to reinvest the proceeds of mortgage prepayments in other
fixed income securities with lower interest rates, higher prepayment risks,
or other less favorable characteristics.

8 Limited trading opportunities for certain securities and the inability to
sell a security at will could result in losses to a Fund.

9 The prices of noninvestment grade securities are more volatile, economic
downturns and financial setbacks may affect their prices more negatively, and
their trading market may be more limited.

10 Changes in federal and state tax laws may cause the prices of municipal
securities to fall.

11 The Equity Fund, International Equity Fund, Premier Fund and Tax-Free Bond
Fund are non-diversified. Compared to diversified mutual funds, they may
invest a higher percentage of their assets among fewer issuers of portfolio
securities. This increases each Fund's risk by magnifying the impact
(positively or negatively) that any one issuer has on each Fund's Share price
and performance.

12 Because the Tax-Free Bond Fund's portfolio may be comprised of securities
issued or credit enhanced by issuers located in Nebraska, the Fund will be
more susceptible to any economic, business, political, or other developments
which generally affect these issuers.

13 Market sectors may underperform other sectors or the market as a whole.

14 The smaller the capitalization of a company, the less liquid its stock and
the more volatile its price.

GREAT PLAINS EQUITY FUND

Risk/Return Bar Chart and Table

[CHART APPEARS HERE]

The bar chart shows the variability of the Fund's total returns on a calendar
year-end basis.

The total returns displayed for the Fund do not reflect the payment of any sales
charges or recurring shareholder account fees. If these charges or fees had been
included, the returns shown would have been lower.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was (5.20%).

Within the period shown in the Chart, the Fund's highest quarterly return was
15.90% (quarter ended December 31, 1998). Its lowest quarterly return was
(10.86%) (quarter ended September 30, 1990).

Average Annual Total Return Table*

The following table represents the Fund's Compounded Average Annual Total
Returns, reduced to reflect applicable sales charges, for the calendar periods
ended December 31, 1998. The table shows the Fund's total returns averaged over
a period of years relative to the Standard and Poor's 500 Index (S&P 500), a
broad-based market index, and the Lipper Growth and Income Fund Average (LGIFA),
an average of funds with similar investment objectives. Total returns for the
indexes shown do not reflect sales charges, expenses or other fees that the SEC
requires to be reflected in the Fund's performance. Indexes are unmanaged, and
it is not possible to invest directly in an index.

Calendar Period Fund S&P 500 LGIFA
<S> <C> <C> <C>
1 Year 12.04% 28.58% 15.85%
5 Years 17.91% 24.06% 18.43%
10 Years 14.22% 19.21% 15.51%
</TABLE>

*The Fund is the successor to a portfolio of a common trust fund (CTF) managed
by the Adviser. At the Fund's commencement of operations, the CTF's assets were
transferred to the Fund in exchange for Fund Shares. The quoted performance
data includes performance for periods before the Fund's registration became
effective on September 18, 1997, as adjusted to reflect the Fund's pro forma
expenses. The CTF was not registered under the Investment Company Act of 1940
(1940 Act) and was therefore not subject to the restrictions under the 1940
Act. If the CTF had been registered under the 1940 Act, the performance may
have been adversely affected.

Past performance is no guarantee of future results. This information
provideshistorical performance information so that you can analyze whether the
Fund's investment risks are balanced by its potential returns.

GREAT PLAINS PREMIER FUND

Risk/Return Bar Chart and Table

[CHART APPEARS HERE]

The bar chart shows the variability of the Fund's total returns on a calendar
year-end basis.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was (7.45%).

Within the period shown in the Chart, the Fund's highest quarterly return was
17.65% (quarter ended June 30, 1997). Its lowest quarterly return was (18.38%)
(quarter ended September 30, 1998).

Average Annual Total Return Table*

The following table represents the Fund's Compounded Average Annual Total
Returns, reduced to reflect applicable sales charges, for the calendar periods
ended December 31, 1998. The table shows the Fund's total returns averaged over
a period of years relative to the Russell 2000 Small Stock Index (RU2), a
broad-based market index, and the Lipper Small Cap Fund Average (LSCFA),
anaverage of funds with similar objectives. Total returns for the indexes shown
do not reflect sales charges, expenses or other fees that the SEC requires to be
reflected in the Fund's performance. Indexes are unmanaged, and it is not
possible to invest directly in an index. <TABLE> <CAPTION> Calendar
Period Fund RU2 LSCFA <S> <C> <C> <C> 1 Year (4.39%) (2.55%) (0.20%) 5 Years
13.25% 11.87% 13.12% 10 Years 10.72% 12.92% 15.04% </TABLE>

Past performance is no guarantee of future results. This information provides
historical performance information so that you can analyze whether the Fund's
investment risks are balanced by its potential returns.

GREAT PLAINS INTERMEDIATE BOND FUND

Risk/Return Bar Chart and Table

[CHART APPEARS HERE]

The bar chart shows the variability of the Fund's total returns on a calendar
year-end basis.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was (1.60%).

Within the period shown in the Chart, the Fund's highest quarterly return was
6.08% (quarter ended June 30, 1995). Its lowest quarterly return was (3.24%)
(quarter ended March 31, 1994).

Average Annual Total Return Table*

The following table represents the Fund's Compounded Average Annual Total
Returns, reduced to reflect applicable sales charges, for the calendar periods
ended December 31, 1998. The table shows the Fund's total returns averaged over
a period of years relative to the Lehman Brothers Government/Corporate Index 5-
10 (LGCI), a broad-based market index, and the Lipper Intermediate Investment
Grade Average (LIIGA), an average of funds with similar investment objectives.
Total returns for the indexes shown do not reflect sales charges, expenses or
other fees that the SEC requires to be reflected in the Fund's performance.
Indexes are unmanaged, and it is not possible to invest directly in an index.

Calendar Period Fund LGCI LIIGA
<S> <C> <C> <C>
1 Year 5.83% 8.44% 7.37%
5 Years 5.90% 6.60% 6.39%
10 Years 7.94% 8.52% 8.31%
</TABLE>

GREAT PLAINS TAX-FREE BOND FUND

Risk/Return Bar Chart and Table

[GRAPH APPEARS HERE]

The bar chart shows the variability of the Fund's total returns on a calendar
year-end basis.

The Fund's total return for the nine-month period from January 1, 1999 to
September 30, 1999 was (1.08%).

Within the period shown in the Chart, the Fund's highest quarterly return was
4.57% (quarter ended March 31, 1995). Its lowest quarterly return was (3.44%)
(quarter ended March 31, 1994).

Average Annual Total Return Table*

The following table represents the Fund's Compounded Average Annual Total
Returns, reduced to reflect applicable sales charges, for the calendar periods
ended December 31, 1998. The table shows the Fund's total returns averaged over
a period of years relative to the Lehman Brothers Municipal Index/ 7-Year
(LB7GO), a broad-based market index, Lehman Brothers Municipal Index/10-Year
(LB10GO), a broad-based market index, and the Lipper Intermediate Municipal Debt
Average (LIMA), an average of funds with similar investment objectives. Total
returns for the indexes shown do not reflect sales charges, expenses or other
fees that the SEC requires to be reflected in the Fund's performance. Indexes
are unmanaged, and it is not possible to invest directly in an index.

Calendar Period Fund LB7GO LB10GO** LIMA
<S> <C> <C> <C> <C>
1 Year 1.84% 6.36% 6.76% 5.42%
5 Years 3.93% 5.81% 6.34% 5.24%
10 Years 5.57% NA 8.33% 6.94%
</TABLE>

*The Fund is the successor to a portfolio of a common trust fund (CTF) managed
by the Adviser. At the Fund's commencement of operations, the CTF's assets were
transferred to the Fund in exchange for Fund Shares. The quoted performance data
includes performance for periods before the Fund's registration became effective
on September 18, 1997, as adjusted to reflect the Fund's pro forma expenses. The
CTF was not registered under the Investment Company Act of 1940 (1940 Act) and
was therefore not subject to the restrictions under the 1940 Act. If the CTF had
been registered under the 1940 Act, the performance may have been adversely
affected.

**Inception date of the LB7GO is December 31, 1989. The LB10GO was added because
insufficient performance existed for LB7GO.

Past performance is no guarantee of future results. This information provides
historical performance information so that you can analyze whether the Fund's
investment risks are balanced by its potential returns.

What are the Funds' Fees and Expenses?

GREAT PLAINS FUNDS

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold
Shares of the Funds.

Shareholder Fees Equity International Premier Intermediate Tax-Free
Fund Equity Fund Fund Bond Fund Bond Fund

Fees Paid Directly From Your Investment

<S> <C> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases 5.00% 5.00% 5.00% 3.00% 3.00%
(as a percentage of offering price)

Maximum Deferred Sales Charge (Load) (as a percentage None None None None None
oforiginal purchase price or redemption proceeds,
as applicable)
Maximum Sales Charge (Load) Imposed on Reinvested Dividends None None None None None
(and other Distributions) (as a percentage of offering
price)
Redemption Fee (as a percentage of amount redeemed, None None None None None
if applicable)
Exchange Fee None None None None None

Annual Fund Operating Expenses (Before Waivers)1
Expenses That are Deducted From Fund Assets (as percentage of

average net assets)

Management Fee 0.75%/2/ 1.25% 1.00%/2/ 0.50% 0.50%
Distribution (12b-1) Fee/3/ 0.25% 0.25% 0.25% 0.25% 0.25%
Shareholder Services Fee/4/ 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses 0.23%/5/ 0.44%/5/ 0.62%/5/ 0.25% 0.34%/5/
Total Annual Fund Operating Expenses 1.48% 2.19% 2.12% 1.25% 1.34%
</TABLE>

1 Although not contractually obligated to do so, the Adviser, distributor and
shareholder services provider waived certain amounts. These are shown below
along with the net expenses the Funds actually paid for the fiscal year ended
August 31, 1999.

<TABLE>

<S> <C> <C> <C> <C> <C>
Total Waivers of Fund Expenses 0.74% 0.51% 0.72% 0.50% 0.51%
Total Actual Annual Fund Operating Expenses (after waivers) 0.74% 1.68% 1.40% 0.75% 0.83%
</TABLE>

2 The Adviser voluntarily waived a portion of the management fee. The Adviser
can terminate this voluntary waiver at any time. The management fee paid by
the Equity Fund and the Premier Fund (after the voluntary waiver) were 0.51%
and 0.80%, respectively, for the fiscal year ended August 31, 1999.
Additionally, the Adviser has agreed to waive its management fee on that
portion of the assets of the Equity Fund invested in the International Equity
Fund. (The Adviser is still entitled to receive its management fee on the
International Equity Fund assets.) This waiver can not be terminated absent a
finding by the Trust's Board of Trustees that the management fees charged on
that portion of the Equity Fund assets are for advisory services in addition
to, rather than in duplication of, advisory services provided to the
International Equity Fund.

3 The Funds did not pay or accrue the distribution (12b-1) fee during the fiscal
year ended August 31, 1999. The Funds do not intend to pay or accrue the
distribution (12b-1) fee for the fiscal year ending August 31, 2000. If these
Funds were accruing or paying the distribution (12b-1) fee, they would be able
to pay up to 0.25% of each Fund's average daily net assets.

4 The Funds did not pay or accrue the shareholder services fee during the fiscal
year ended August 31, 1999. The Funds do not intend to pay or accrue the
shareholder services fee for the fiscal year ending August 31, 2000. If these
Funds were accruing or paying shareholder services fee, they would be able to
pay up to 0.25% of each Fund's average daily net assets.

5 Other expenses for the Equity Fund, International Equity Fund, Premier Fund
and Tax-Free Bond Fund (after the voluntary waiver) by the transfer agent and
portfolio accountant were 0.23%, 0.43%, 0.60% and 0.33%, respectively.

COST OF INVESTING EXAMPLE

This Example is intended to help you compare the cost of investing in the Great
Plains Funds with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Funds for the time periods
indicated and then redeem all of your Shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that the
Funds Shares operating expenses are before waivers as shown in the table and
remain the same. Although your actual costs may be higher or lower, based on
these assumptions your costs would be: <TABLE> <CAPTION>

1 Year 3 Years 5 Years 10 Years
<S> <C> <C> <C> <C>
Equity Fund $643 $ 945 $1,268 $2,180
International Equity Fund $711 $1,151 $1,616 $2,898
Premier Fund $704 $1,131 $1,582 $2,829
Intermediate Bond Fund $424 $ 685 $ 966 $1,766
Tax-Free Bond Fund $432 $ 712 $1,012 $1,864
</TABLE>

Principal Securities in Which the Funds Invest

EQUITY SECURITIES

Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Funds cannot predict the income they will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value generally increases with the value of the issuer's business.

The following describes the principal types of equity securities in which the
Stock Funds may invest.

Common Stocks

The Funds may invest in common stocks. Common stocks are the most prevalent type
of equity security. Common stocks receive the issuer's earnings after the issuer
pays its creditors and any preferred stockholders. As a result, changes in an
issuer's earnings may influence the value of its common stock.

Preferred Stocks

The preferred stocks held by the Funds have the right to receive specified
dividends or distributions before the issuer makes payments on its common stock.
Some preferred stocks also participate in dividends and distributions paid on
common stock. Preferred stocks may also permit the issuer to redeem the stock. A
Fund may also treat such redeemable preferred stock as a fixed income security.

FOREIGN SECURITIES

The foreign securities held by the Stock Funds are securities of issuers
domiciled outside the United States. The Funds consider an issuer to be based
outside the United States if:

it is organized under the laws of, or has a principal office located in,
another country;

the principal trading market for its securities is in another country; or

it (or its subsidiaries) derived in its most current fiscal year at least 50%
of its total assets, capitalization, gross revenue or profit from goods
produced, services performed, or sales made in another country.

Foreign securities are primarily denominated in foreign currencies. Along with
the risks normally associated with domestic securities of the same type, foreign
securities are subject to currency risks and risks of foreign investing. Trading
in certain foreign markets is also subject to liquidity risks.

Depositary Receipts

Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts held by the Stock Funds are not traded in
the same market as the underlying security. The foreign securities underlying
American Depositary Receipts (ADRs) are not traded on United States exchanges.
ADRs provide a way to buy shares of foreign-based companies in the United States
rather than in overseas markets. ADRs are also traded in U.S. dollars,
eliminating the need for foreign exchange transactions. The foreign securities
underlying European Depositary Receipts (EDRs), Global Depositary Receipts
(GDRs), and International Depositary Receipts (IDRs), are traded globally or
outside the United States. Depositary receipts involve many of the same risks of
investing directly in foreign securities, including currency risks and risks of
foreign investing.

Foreign Exchange Contracts

In order to convert U.S. dollars into the currency needed to buy a foreign
security, or to convert foreign currency received from the sale of a foreign
security into U.S. dollars, the Stock Funds may enter into spot currency trades.
In a spot trade, a Fund agrees to exchange one currency for another at the
current exchange rate. A Fund may also enter into derivative contracts in which
a foreign currency is an underlying asset. The exchange rate for currency
derivative contracts may be higher or lower than the spot exchange rate. Use of
these derivative contracts may increase or decrease a Fund's exposure to
currency risks.

Foreign Government Securities

Foreign government securities generally consist of fixed income securities
supported by national, state or provincial governments or similar political
subdivisions. Foreign government securities also include debt obligations of
supranational entities, such as international organizations designed or
supported by governmental entities to promote economic reconstruction or
development, international banking institutions and related government agencies.
Examples of these include, but are not limited to, the International Bank for
Reconstruction and Development (the World Bank), the Asian Development Bank, the
European Investment Bank and the Inter-American Development Bank.

Foreign government securities also include fixed income securities of
quasi-governmental agencies that are either issued by entities owned by a
national, state or equivalent government or are obligations of a political unit
that are not backed by the national government's full faith and credit. Further,
foreign government securities include mortgage-related securities issued or
guaranteed by national, state or provincial governmental instrumentalities,
including quasi-governmental agencies.

FIXED INCOME SECURITIES

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the principal types of fixed income securities in
which the Funds may invest.

Treasury Securities

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

Agency Securities

Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity (GSE) acting under federal authority. The United
States supports some GSEs with its full faith and credit. Other GSEs receive
support through federal subsidies, loans or other benefits. A few GSEs have no
explicit financial support, but are regarded as having implied support because
the federal government sponsors their activities. Agency securities are
generally regarded as having low credit risks, but not as low as Treasury
securities.

The Funds treat mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does not
reduce the market and prepayment risks of these mortgage backed securities.

Corporate Debt Securities

In addition, the credit risk of an issuer's debt security may vary based on
its priority for repayment. For example, higher ranking (senior) debt securities
have a higher priority than lower ranking (subordinated) securities. This means
that the issuer might not make payments on subordinated securities while
continuing to make payments on senior securities. In addition, in the event of
bankruptcy, holders of senior securities may receive amounts otherwise payable
to the holders of subordinated securities. Some subordinated securities, such as
trust preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue
securities known as surplus notes that permit the insurance company to defer any
payment that would reduce its capital below regulatory requirements.

MORTGAGE BACKED SECURITIES

The mortgage backed securities which may be held by the Intermediate Bond Fund
represent interests in pools of mortgages. The mortgages that comprise a pool
normally have similar interest rates, maturities and other terms. Mortgages may
have fixed or adjustable interest rates. Interests in pools of adjustable rate
mortgages are known as ARMs.

Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are
pass-through certificates. An issuer of pass-through certificates gathers
monthly payments from an underlying pool of mortgages. Then, the issuer deducts
its fees and expenses and passes the balance of the payments onto the
certificate holders once a month. Holders of pass-through certificates receive a
pro rata share of all payments and pre-payments from the underlying mortgages.
As a result, the holders assume all the prepayment risks of the underlying
mortgages.

Collateralized Mortgage Obligations (CMOs)

CMOs, including interests in real estate mortgage investment conduits (REMICs),
allocate payments and prepayments from an underlying pass-through certificate
among holders of different classes of mortgage backed securities. The
Intermediate Bond Fund will only invest in CMOs which, at the time of purchase,
are rated AAA by a nationally recognized statistical rating organization
("NRSRO") or are of comparable quality as determined by the Adviser, and which
may be: (a) collateralized by pools of mortgages in which each mortgage is
guaranteed as to payment of principal and interest by an agency or
instrumentality of the U.S. government; (b) collateralized by pools of mortgages
in which payment of principal and interest is guaranteed by the issuer and such
guarantee is collateralized by U.S. government securities; or (c) collateralized
by pools of mortgages without a government guarantee as to payment of principal
and interest, but which have some form of credit enhancement. This creates
different prepayment and interest rate risks for each CMO class.

Sequential CMOs

PACs, TACs and Companion Classes

More sophisticated CMOs include planned amortization classes (PACs) and targeted
amortization classes (TACs). PACs and TACs are issued with companion classes.
PACs and TACs receive principal payments and prepayments at a specified rate.
The companion classes receive principal payments and prepayments in excess of
the specified rate. In addition, PACs will receive the companion classes' share
of principal payments, if necessary, to cover a shortfall in the prepayment
rate. This helps PACs and TACs to control prepayment risks by increasing the
risks to their companion classes.

TAX-EXEMPT SECURITIES

The Tax-Free Bond Fund invests in tax-exempt securities. Tax-exempt securities
are fixed income securities that pay interest that is not subject to regular
federal income taxes. Typically, states, counties, cities and other political
subdivisions and authorities issue tax-exempt securities. The market categorizes
tax-exempt securities by their source of repayment.

General Obligation Bonds

General obligation bonds are supported by the issuer's power to exact property
or other taxes. The issuer must impose and collect taxes sufficient to pay
principal and interest on the bonds. However, the issuer's authority to impose
additional taxes may be limited by its charter or state law.

Special Revenue Bonds

Special revenue bonds are payable solely from specific revenues received by the
issuer such as specific taxes, assessments, tolls, or fees. Bondholders may not
collect from the municipality's general taxes or revenues. For example, a
municipality may issue bonds to build a toll road, and pledge the tolls to repay
the bonds. Therefore, a shortfall in the tolls could potentially result in a
default on the bonds.

Variable Rate Demand Instruments

Variable rate demand instruments are tax-exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the security
for its face value upon demand. The securities also pay interest at a variable
rate intended to cause the securities to trade at their face value. The Fund
treats demand instruments as short-term securities, because their variable
interest rate adjusts in response to changes in market rates, and their demand
feature is in the form of a short maturity put, even though their stated
maturity may extend beyond thirteen months.

Municipal Leases

Municipalities may enter into leases for equipment or facilities. In order to
comply with state public financing laws, these leases are typically subject to
annual appropriation. In other words, a municipality may end a lease, without
penalty, by not providing for the lease payments in its annual budget. After the
lease ends, the lessor can resell the equipment or facility but may lose money
on the sale.

The Fund may invest in securities supported by pools of municipal leases. The
most common type of lease backed securities are certificates of participation
(COPs). However, a Fund may also invest directly in individual leases,
installment purchase contracts and conditional sales contracts.

Investing in Securities of Other Investment Companies

The Equity Fund and the Premier Fund invest in shares of the International
Equity Fund as an efficient means of carrying out their policies. The
International Equity Fund incurs certain expenses, such as custody fees, which
are duplicative of expenses incurred by the Equity and Premier Funds.

HEDGING

Hedging transactions are intended to reduce specific risks. For example, to
protect a Fund against circumstances that would normally cause a Fund's
portfolio securities to decline in value, a Fund may buy or sell a derivative
contract that would normally increase in value under the same circumstances. A
Fund may also attempt to hedge by using combinations of different derivatives
contracts, or derivatives contracts and securities. A Fund's ability to hedge
may be limited by the costs of the derivatives contracts. A Fund may attempt to
lower the cost of hedging by entering into transactions that provide only
limited protection, including transactions that (1) hedge only a portion of its
portfolio, (2) use derivatives contracts that cover a narrow range of
circumstances or (3) involve the sale of derivatives contracts with different
terms. Consequently, hedging transactions will not eliminate risk even if they
work as intended. In addition, hedging strategies are not always successful, and
could result in increased expenses and losses to a Fund.

TEMPORARY DEFENSIVE INVESTMENTS

A Fund may temporarily depart from its principal investment strategies by
investing its assets in cash and shorter-term debt securities and similar
obligations. It may do this to minimize potential losses and maintain liquidity
to meet shareholder redemptions during adverse market conditions. This may cause
a Fund to give up greater investment returns to maintain the safety of
principal, that is, the original amount invested by shareholders.

INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES

The Adviser will determine whether a security is investment grade based upon the
credit ratings given by one or more nationally recognized rating services. For
example, Standard and Poor's, a rating service, assigns ratings to investment
grade securities (AAA, AA, A, and BBB) based on their assessment of the
likelihood of the issuer's inability to pay interest or principal (default) when
due on each security. Lower credit ratings correspond to higher credit risk. If
a security has not received a rating, a Fund must rely entirely upon the
Adviser's credit assessment that the security is comparable to investment grade.

If a security is downgraded below the minimum quality grade discussed above,
the adviser will reevaluate the security but will not be required to sell it.

Specific Risks of Investing in the Funds

STOCK MARKET RISKS

The value of equity securities in a Fund's portfolio will rise and fall. These
fluctuations could be a sustained trend or a drastic movement. A Fund's
portfolio will reflect changes in prices of individual portfolio stocks or
general changes in stock valuations. Consequently, a Fund's share price may
decline.

The Adviser attempts to manage market risk by limiting the amount a Fund may
invest in each company's equity securities. However, diversification will not
protect a Fund against widespread or prolonged declines in the stock market.

CURRENCY RISKS

Exchange rates for currencies fluctuate daily. The combination of currency
risk and market risk tends to make securities traded in foreign markets more
volatile than securities traded exclusively in the U.S.

INTEREST RATE RISKS

Prices of fixed income securities rise and fall in response to changes in the
interest rate paid by similar securities. Generally, when interest rates rise,
prices of fixed income securities fall. However, market factors, such as the
demand for particular fixed income securities, may cause the price of certain
fixed income securities to fall while the prices of other securities rise or
remain unchanged.

Interest rate changes have a greater effect on the price of fixed income
securities with longer durations. Duration measures the price sensitivity of a
fixed income security to changes in interest rates.

RISKS RELATED TO INVESTING FOR VALUE

Due to their relatively low valuations, value stocks are typically less
volatile than growth stocks. For instance, the price of a value stock may
experience a smaller increase on a forecast of higher earnings, a positive
fundamental development, or positive market development.

SECTOR RISKS

Companies with similar characteristics may be grouped together in broad
categories called sectors. Sector risk is the possibility that a certain sector
may underperform other sectors or the market as a whole. As FCI allocates more
of a Fund's portfolio holdings to a particular sector, a Fund's performance will
be more susceptible to any economic, business or other developments which
generally affect that sector. Over 25% of the Nebraska municipal securities in
the Tax-Free Bond Fund's portfolio may be health care revenue bonds. Income from
health care revenue bonds may be affected by events that impact the health care
industry such as competition with other hospitals and efforts by insurers and
governmental agencies to limit rates.

RISKS RELATED TO COMPANY SIZE

Generally, the smaller the market capitalization of a company, the fewer the
number of shares traded daily, the less liquid its stock and the more volatile
its price. Market capitalization is determined by multiplying the number of its
outstanding shares by the current market price per share.

Companies with smaller market capitalizations also tend to have unproven track
records, a limited product or service base and limited access to capital. These
factors also increase risks and make these companies more likely to fail than
companies with larger market capitalizations.

ISSUER DIVERSIFICATION

The Equity Fund, International Equity Fund, Premier Fund and Tax-Free Bond
Fund are not diversified. Compared to diversified mutual funds, they may invest
a higher percentage of each Fund's assets among fewer issuers of portfolio
securities. This increases each Fund's risk by magnifying the impact (positively
or negatively) that any one issuer has on a Fund's share price and performance.

EURO RISKS

The Stock Funds may make significant investments in securities denominated in
the Euro, the new single currency of the European Monetary Union (EMU).
Therefore, the exchange rate between the Euro and the U.S. dollar will have a
significant impact on the value of the Fund's investments.

With the advent of the Euro, the participating countries in the EMU can no
longer follow independent monetary policies. This may limit these countries'
ability to respond to economic downturns or political upheavals, and
consequently reduce the value of their foreign government securities.

RISKS OF FOREIGN INVESTING

Foreign securities pose additional risks because foreign economic or political
conditions may be less favorable than those of the United States. Securities in
foreign markets may also be subject to taxation policies that reduce returns for
U.S. investors.

Foreign companies may not provide information (including financial statements)
as frequently or to as great an extent as companies in the United States.
Foreign companies may also receive less coverage than United States companies by
market analysts and the financial press. In addition, foreign countries may lack
uniform accounting, auditing and financial reporting standards or regulatory
requirements comparable to those applicable to U.S. companies. These factors may
prevent a Fund and its Adviser from obtaining information concerning foreign
companies that is as frequent, extensive and reliable as the information
available concerning companies in the United States.

Foreign countries may have restrictions on foreign ownership of securities or
may impose exchange controls, capital flow restrictions or repatriation
restrictions which could adversely affect the liquidity of a Fund's investments.

CREDIT RISKS

Credit risk is the possibility that an issuer will default on a security by
failing to pay interest or principal when due. If an issuer defaults, a Fund
will lose money.

Many fixed income securities receive credit ratings from services such as
Standard & Poor's and Moody's Investor Services. These services assign ratings
to securities by assessing the likelihood of issuer default. Lower credit
ratings correspond to higher credit risk. If a security has not received a
rating, a Fund must rely entirely upon the Adviser's credit assessment.

Fixed income securities generally compensate for greater credit risk by paying
interest at a higher rate. The difference between the yield of a security and
the yield of a U.S. Treasury security with a comparable maturity (the spread)
measures the additional interest paid for risk. Spreads may increase generally
in response to adverse economic or market conditions. A security's spread may
also increase if the security's rating is lowered, or the security is perceived
to have an increased credit risk. An increase in the spread will cause the price
of the security to decline.

Credit risk includes the possibility that a party to a transaction involving a
Fund will fail to meet its obligations. This could cause a Fund to lose the
benefit of the transaction or prevent a Fund from selling or buying other
securities to implement its investment strategy.

PREPAYMENT RISKS

Unlike traditional fixed income securities, which pay a fixed rate of interest
until maturity (when the entire principal amount is due) payments on mortgage
backed securities include both interest and a partial payment of principal.
Partial payment of principal may be comprised of scheduled principal payments as
well as unscheduled payments from the voluntary prepayment, refinancing, or
foreclosure of the underlying loans. These unscheduled prepayments of principal
create risks that can adversely affect a Fund holding mortgage backed
securities.

For example, when interest rates decline, the values of mortgage backed
securities generally rise. However, when interest rates decline, unscheduled
prepayments can be expected to accelerate, and the Fund would be required to
reinvest the proceeds of the prepayments at the lower interest rates then
available. Unscheduled prepayments would also limit the potential for capital
appreciation on mortgage backed securities.

Conversely, when interest rates rise, the values of mortgage backed securities
generally fall. Since rising interest rates typically result in decreased
prepayments, this could lengthen the average lives of mortgage backed
securities, and cause their value to decline more than traditional fixed income
securities.

Generally, mortgage backed securities compensate for the increased risk
associated with prepayments by paying a higher yield. The additional interest
paid for risk is measured by the difference between the yield of a mortgage
backed security and the yield of a U.S. Treasury security with a comparable
maturity (the spread). An increase in the spread will cause the price of the
mortgage backed security to decline. Spreads generally increase in response to
adverse economic or market conditions. Spreads may also increase if the security
is perceived to have an increased prepayment risk or is perceived to have less
market demand.

LIQUIDITY RISKS

Trading opportunities are more limited for fixed income securities that have
not received any credit ratings, have received ratings below investment grade or
are not widely held.

Trading opportunities are more limited for CMOs that have complex terms or
that are not widely held. These features may make it more difficult to sell or
buy a security at a favorable price or time. Consequently, the Fund may have to
accept a lower price to sell a security, sell other securities to raise cash or
give up an investment opportunity, any of which could have a negative effect on
the Fund's performance. Infrequent trading of securities may also lead to an
increase in their price volatility.

Liquidity risk also refers to the possibility that a Fund may not be able to
sell an equity or fixed income security or close out a derivative contract when
it wants to. If this happens, the Fund will be required to continue to hold the
security or keep the position open, and the Fund could incur losses.

OTC derivative contracts generally carry greater liquidity risk than
exchange-traded contracts.

RISKS ASSOCIATED WITH NONINVESTMENT GRADE SECURITIES

Securities rated below investment grade, also known as junk bonds, generally
entail greater market, credit and liquidity risks than investment grade
securities. For example, their prices are more volatile, economic downturns and
financial setbacks may affect their prices more negatively, and their trading
market may be more limited.

TAX RISKS

In order to be tax-exempt, municipal securities must meet certain legal
requirements. Failure to meet such requirements may cause the interest received
and distributed by the Fund to shareholders to be taxable.

Changes or proposed changes in federal or state tax laws may cause the prices
of municipal securities to fall.

Nebraska Risks

Since the Tax-Free Bond Fund invests a majority of its assets in issuers from
a single state, the Fund may be subject to additional risks compared to funds
with larger portions of investments in multiple states. Nebraska's economy
depends heavily on agriculture and the service industry. Any downturn in these
and other industries may adversely affect the economy of the state.

What Do Shares Cost?

You can purchase, redeem, or exchange Shares any day the New York Stock Exchange
(NYSE) is open. When a Fund receives your transaction request in proper form, it
is processed at the next calculated net asset value (NAV) plus any applicable
front-end sales charge (public offering price). NAV is determined at the earlier
of: 3:00 p.m. Central time or the end of regular trading on the NYSE.

Market values of the Funds' portfolio securities are determined as follows:
Equity securities are generally valued at the last sale price in the market in
which they are primarily traded (either a national securities exchange or the
over-the-counter market), if available. Fixed income securities are valued at
the last sale price on a national securities exchange, if available, otherwise,
as determined by an independent pricing service. Short-term fixed income
obligations with remaining maturities of less than 60 days at the time of
purchase may be valued at amortized cost.

The maximum sales charge that you will pay is 5.00% on the Stock Funds and
3.00% on the Intermediate Bond Fund and Tax-Free Bond Fund. The minimum initial
investment in each Fund is $1,000. Subsequent investments in each Fund may be in
the amount of $100 or more. The minimum initial investment in the Funds for
investors purchasing through an individual or Roth IRA account is $500;
subsequent investments may be in the amount of $50 or more. The minimum initial
investment through an education IRA is $100; subsequent investments may be in
the amount of $25 or more. The Funds reserve the right to waive or reduce
investment minimums from time to time.

SALES CHARGE WHEN YOU PURCHASE

Shares of the Equity Fund, International Equity Fund and Premier Fund are sold
at their net asset value next determined after an order is received, plus a
sales charge as follows: <TABLE> <CAPTION>

Sales Charge as a
Percentage of

Public Offering Sales Charge as a

Purchase Amount Price Percentage of NAV
<S> <C> <C>
Less than $100,000 5.00% 5.26%
$100,000 but less

than $250,000 3.00% 3.09%
$250,000 but less
than $500,000 2.50% 2.56%
$500,000 but less
than $1 million 1.50% 1.52%
$1 million or greater 0.00% 0.00%
</TABLE>

Shares of the Intermediate Bond Fund and Tax-Free Bond Fund are sold at their
net asset value next determined after an order is received, plus a sales charge
as follows: <TABLE> <CAPTION>

Sales Charge as a

Percentage Sales Charge as a
of Public Percentage

Purchase Amount Offering Price of NAV
<S> <C> <C>
Less than $100,000 3.00% 3.09%
$100,000 but less

than $250,000 2.50% 2.56%
$250,000 but less
than $500,000 2.00% 2.04%
$500,000 but less
than $1 million 1.50% 1.52%
$1 million or greater 0.00% 0.00%
</TABLE>

The sales charge at purchase may be reduced by:

purchasing Shares in greater quantities to reduce the applicable sales charge;

combining concurrent purchases of Fund Shares by you, your spouse, and your
children under age 21;

combining concurrent purchases of two or more funds in the Trust;

accumulating purchases (in calculating the sales charge on an additional
purchase, include the current value of previous Share purchases still invested
in the Fund); or

signing a letter of intent to purchase at least $100,000 of Shares within 13
months (call your investment professional or the Fund for more information).

To receive the sales charge reduction for concurrent purchases, Great Plains
Shareholder Services must be notified by the shareholder in writing at the time
the purchase is made that Fund Shares are being combined. Each Fund will reduce
the sales charge after it confirms the purchases.

The sales charge will be eliminated when Shares are purchased:

by or through the Trust Division of National Bank of Commerce (NBC), other
affiliates or correspondent financial depository institutions of First Commerce
Bancshares for accounts which are held in a fiduciary, agency, custodial or
similar capacity, except for those customers whose only relationship is a
custodial IRA;

by current fiduciary customers of NBC, other affiliates, or correspondent
financial depository institutions of NBC;

by trustees of the Trust, directors, and current and retired employees of
First Commerce Bancshares, Inc., NBC, the Adviser, the Distributor and their
affiliates, as well as the spouses and children under the age of 21 of such
trustees, directors and employees;

by any shareholder of First Commerce Bancshares, Inc. with a position of at
least 1,000 shares;

by any account for which a current or retired employee of NBC, the Adviser,
the Distributor and their affiliates serves in a fiduciary, agency, custodial or
similar capacity;

by any trust company or trust division of a non- affiliated financial
depository institution whose accounts own shares of the Funds with current value
greater than $1,000,000 or who demonstrate the intent of investing $1,000,000
over a period of time in the Funds;

by accounts transferred or distributed out of the Trust Division of NBC, its
correspondents or other affiliates into accounts maintained by NBC as dealer;

by financial depositary institutions that have a current correspondent
relationship with NBC as fiduciary;

by investors who purchase shares through a wrap account or a no-transaction
fee program if the sponsor of the wrap account or no-transaction fee program has
entered onto a sales agreement with the Distributor; andwithin 30 days of
redeeming Shares of an equal or lesser amount. Great Plains Shareholder Services
must be notified of the reinvestment by the shareholder in writing in order to
eliminate the sales charge.

How are the Funds Sold?

The Funds' Distributor, Edgewood Services, Inc., markets the Shares described in
this prospectus to individuals and institutions directly or through investment
professionals. When the Distributor receives sales charges and marketing fees,
it may pay some or all of them to investment professionals. The Distributor and
its affiliates may pay out of their assets other amounts (including items of
material value) to investment professionals for marketing and servicing Shares.
The Distributor is a subsidiary of Federated Investors, Inc. (Federated).

RULE 12B-1 PLAN

The Funds have adopted a Rule 12b-1 Plan, which is currently dormant. This plan
would allow the Funds to pay marketing fees to the Distributor and investment
professionals for the sale, distribution and customer servicing of the Funds'
Shares. Your investment cost would be higher in the future if the 12b-1 Plan
were to be activated.

How to Purchase Shares

You may purchase Shares through National Bank of Commerce in connection with
qualified trust accounts, through an authorized broker/dealer, or directly from
the Funds. The Funds reserve the right to reject any request to purchase or
exchange Shares.

BY WIRE

Shareholders with existing accounts may purchase shares by Federal Reserve Wire.
Trust customers should contact their account officer. All other customers should
call Great Plains Funds Shareholder Services at 1-800-568-8257. You cannot
purchase Shares by wire on holidays when the Federal Reserve is closed.

BY MAIL

Submit a completed account application or additional investment form. Your form
of payment may be by a check payable to the Great Plains Funds or an
authorization in your account application to withdraw funds from your checking
account at an ACH member bank.

Checks should be sent to:

Great Plains Funds Shareholder Services
P.O. Box 8612

Boston, MA 02266-8612

If you send your check by a private courier or overnight delivery service that
requires a street address, mail it to:

Great Plains Funds Shareholder Services
1099 Hingham Street

Rockland, MA 02370-3317

Payment should be made in U.S. dollars and drawn on a U.S. bank. The Fund will
not accept third-party checks (checks originally payable to someone other than
you or a Fund).

THROUGH AN EXCHANGE

You may purchase Shares through an exchange from another Great Plains Fund. You
must meet the minimum initial investment requirement for purchasing Shares and
both accounts must have identical registrations.

BY AUTOMATED CLEARING HOUSE (ACH)

Once you have opened an account, you may purchase additional Shares through a
depository institution that is an ACH member. This purchase option can be
established by completing the appropriate sections of the New Account Form.

SYSTEMATIC INVESTMENT PROGRAM

Once you have opened an account, you may automatically purchase additional
Shares in a minimum amount of $50 on a regular basis by designating this option
in the Fund account application or by contacting the Fund or your investment
professional. The minimum investment amount for this program is $50.

RETIREMENT INVESTMENTS

You may purchase Shares as retirement investments (such as qualified plans and
IRAs or transfer or rollover of assets). Call your investment professional or
the Fund for information on retirement investments. We suggest that you discuss
retirement investments with your tax adviser. You may be subject to an annual
IRA account fee. The Tax-Free Bond Fund may not be a suitable investment for
retirement plans because it invests in municipal securities.

How to Exchange Shares

EXCHANGE PRIVILEGES

You may exchange Fund Shares for the shares of any other Fund in the Trust
without a sales charge. To do this, you must:

ensure that the account registrations are identical; meet any minimum initial
investment requirements; and receive a prospectus for the fund into which you
wish to exchange.

Shareholders may provide instructions for exchanges by calling Great Plains
Shareholder Services at 1-800-568-8257. Telephone exchange instructions must be
received by Great Plains Shareholder Services before the close of regular
trading on the New York Stock Exchange (normally 3:00 p.m. Central time) for
shares to be exchanged that day.

An exchange is treated as a redemption and a subsequent purchase, and is a
taxable transaction.

The Funds may modify or terminate the exchange privilege at any time. The
Funds' management or investment adviser may determine from the amount, frequency
and pattern of exchanges that a shareholder is engaged in excessive trading that
is detrimental to a Fund and other shareholders. If this occurs, a Fund may
terminate the availability of exchanges to that shareholder and may bar that
shareholder from purchasing other Funds.

How to Redeem Shares

Each Fund redeems Shares at its NAV next determined after the Fund receives the
redemption request in proper form. If a redemption order is received before the
close of regular trading on the New York Stock Exchange (normally 3:00 p.m.
Central time), the redemption proceeds will normally be paid through the ACH
system to the shareholder's bank account application, normally the second
business day. Otherwise, a check for redemption proceeds will be mailed within
one business day after receipt of a proper written redemption request.

BY TELEPHONE

Once you have completed the appropriate authorization form for telephone
transactions, you may redeem Shares of a Fund by calling Great Plains
Shareholder Services at 1-800-568-8257. The Fund will record your telephone
instructions. We will follow reasonable procedures to ensure telephone
instructions are transmitted by authorized parties and are not fraudulent.

BY WIRE

Trust customers should contact their account officer to receive redemption
proceeds by Federal Reserve Wire. All other customers should contact Great
Plains Shareholder Services at 1-800-568-8257. A $5.00 fee will be charged by
the Funds for wire redemptions. Wire orders will only be accepted on days on
which the Funds, NBC and the Federal Reserve Banks are open for business.

BY MAIL

You may redeem Shares by mailing a written request to the Funds at:

Great Plains Funds
P.O. Box 8612
Boston, MA 02266-8612

Send requests by private courier or overnight delivery service to:

Great Plains Funds
1099 Hingham Street
Rockland, MA 02370-3317

All requests must include:

Fund Name, account number and account registration; amount to be redeemed; and
signatures of all shareholders exactly as registered.

Call your investment professional or the Funds if you need special instructions.

Signature Guarantees

Signatures must be guaranteed if:

your redemption will be sent to an address other than the address of record;

your redemption will be sent to an address of record that was changed within
the last 30 days; or

a redemption is payable to someone other than the shareholder(s) of record;
or

if exchanging (transferring) into another fund with a different shareholder
registration.

A signature guarantee is designed to protect your account from fraud. Obtain a
signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A notary public cannot
provide a signature guarantee.

Redemption in Kind

Although the Funds intend to pay Share redemptions in cash, they reserve the
right to pay the redemption price in whole or in part by a distribution of the
Funds' portfolio securities.

LIMITATIONS ON REDEMPTION PROCEEDS

Redemption proceeds normally are wired or mailed within one business day after
receiving a request in proper form. Payment may be delayed up to seven days:

to allow your purchase to clear;

during periods of market volatility; or

when a shareholder's trade activity or amount adversely impacts a Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from a Fund if
those checks are undeliverable and returned to the Fund.

REDEMPTIONS FROM RETIREMENT ACCOUNTS

In the absence of your specific instructions, 10% of the value of your
redemption from a retirement account in the Funds may be withheld for taxes.
This withholding only applies to certain types of retirement accounts.

SYSTEMATIC WITHDRAWAL PROGRAM

You may automatically redeem Shares of a predetermined amount on a regular
basis. To be eligible to participate in this program, a shareholder must have an
aggregate account value of at least $10,000. Complete the appropriate section of
the Fund account application or complete an authorization form, which can be
requested by calling Great Plains Shareholder Services at 1-800-568-8257. This
program may reduce, and eventually deplete, your account. Payments should not be
considered yield or income. Generally, it is not advisable to continue to
purchase Shares subject to a sales charge while redeeming Shares using this
program.

SHARE CERTIFICATES

The Funds do not issue share certificates. Evidence of share ownership is
provided by transaction confirmations and periodic account statements.

Account and Share Information

CONFIRMATIONS AND ACCOUNT STATEMENTS

You will receive confirmation of purchases, redemptions and exchanges except for
systematic transactions. In addition, you will receive periodic statements
reporting all account activity, including systematic transactions, dividends and
capital gains paid.

DIVIDENDS AND CAPITAL GAINS

Dividends of the Equity Fund, Premier Fund and International Equity Fund are
declared and paid in any month in which the Fund has sufficient income to
distribute. Dividends of the Intermediate Bond Fund and Tax-Free Bond fund are
declared daily and paid monthly. Dividends are paid to all shareholders invested
in the Funds on the record date. The record date is the date on which a
shareholder must officially own Shares in order to earn a dividend.

The Funds pay any realized capital gains at least annually. Your dividends and
capital gains distributions will be automatically reinvested in additional
Shares without a sales charge, unless you elect cash payments.

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

ACCOUNTS WITH LOW BALANCES

Due to the high cost of maintaining accounts with low balances, non-retirement
accounts may be closed if redemptions or exchanges cause the account balance to
fall below the minimum initial investment amount. Before an account is closed,
you will be notified and allowed 30 days to purchase additional Shares to meet
the minimum.

TAX INFORMATION

The Funds send an annual statement of your account activity to assist you in
completing your federal, state and local tax returns.

Fund distributions and exchanges may be taxable.

It is anticipated that Tax-Free Bond Fund distributions will be primarily
dividends that are exempt from federal income tax, although a portion of the
Fund's dividends may not be exempt. Dividends may be subject to state and local
taxes. Capital gains and non-exempt dividends are taxable whether paid in cash
or reinvested in the Fund. Redemptions and exchanges are taxable sales. The Tax-
Free Bond Fund may invest up to 20% of its total net assets in securities
subject to the alternative minimum tax.

Please consult your tax adviser regarding your federal, state and local tax
liability.

Who Manages the Funds?

The Great Plains Board of Trustees governs the Funds. The Board selects and
oversees the Adviser, FCI. The Adviser manages the Funds' assets, including
buying and selling portfolio securities. The Adviser's address is 610 NBC
Center, Lincoln, Nebraska 68508.

The Adviser is a wholly owned subsidiary of First Commerce Bancshares, Inc.
(FCB). FCB is a multi-bank holding company organized as a Nebraska corporation.
FCB's primary business is the ownership and management of nine commercial bank
subsidiaries, a mortgage company and an asset management company in Nebraska and
Colorado. These subsidiaries provide a comprehensive range of trust, commercial,
consumer, correspondent, retail deposit services and mortgage banking services.
FCB provides computer services to banks throughout Nebraska and other states
through its subsidiary, First Commerce Technologies, Inc. First Commerce
Technologies presently has four computer centers in Nebraska, two in Kansas
andone each in Arkansas, Colorado, Florida, New Mexico and Texas. FCB is
geographically located throughout Nebraska with full service banking through its
subsidiary, National Bank of Commerce (NBC). NBC offices are located in
Alliance, Bridgeport, Grand Island, Hastings, Kearney, Lincoln, McCook, North
Platte, Valentine West Point, and Colorado Springs, Colorado. Loan/deposit
production offices are located in Cairo, Holdrege, Hyannis, Mullen, Snyder and
Wood River, Nebraska; Burlington, Colorado; and Goodland, Kansas.

FCI a Nebraska corporation, offers financial services that include, but are not
limited to: investment supervisory services including stock and bond portfolio
management, asset allocation and individual security selection for its clients,
the Great Plains Funds, the NBC Trust Division, FCB and the NBC Foundation. As
of December 31, 1998, FCI managed discretionary assets of over $1 billion.
Although the Adviser had not previously served as an investment adviser to a
mutual fund, it managed, on behalf of its trust clients, eight common and
collective investment funds having a market value of approximately $413 million
as of July 31, 1997, the assets of which were transferred into corresponding
Funds of the Trust. As part of its regular banking operations, NBC may make
loans to public companies and municipalities. Thus, it may be possible, from
time to time, for the Funds to hold or acquire the securities of issuers which
are also lending clients of NBC. Because of the internal controls maintained by
FCI and NBC to restrict the flow of non-public information, Fund investments are
typically made without any knowledge of NBC's or its affiliates' lending
relationships with an issuer; therefore, the lending relationship will not be a
factor in the selection of securities.

The Equity Fund, International Equity Fund and the Premier Fund are managed by
H. Cameron Hinds who has been President and Chief Investment Officer of FCI
since January 1994. Mr. Hinds previously served as an equity analyst and
portfolio manager for FCI since June 1986. Mr. Hinds received a B.S. in Business
Administration and an M.A. in Business Administration, with a concentration in
Finance, from the University of Nebraska. He received the designation of
Chartered Financial Analyst in 1987.

The Intermediate Bond Fund and the Tax-Free Bond Fund are managed by Robert A.
Campbell. Mr. Campbell is a Vice President of the Adviser and has served as a
portfolio manager and trader of fixed income securities for FCI since October
1997. Prior to that, Mr. Campbell was a bond portfolio manager for First Asset
Management from February 1996 to October 1997, FirsTier Bank from January 1995
to February 1996, and Arkwright Mutual Insurance from April 1991 to January
1995. Mr. Campbell has over twenty years of experience managing, trading and
researching taxable and municipal fixed income securities. Mr. Campbell received
his BA and MBA degrees from the University of Iowa. He received his CFA
designation in 1981.

ADVISORY FEES

FCI receives an investment advisory fee equal to a percentage of each Fund's
average daily net assets at the following annual rates: 0.75% of Equity Fund;
1.25% of International Equity Fund; 1.00% of Premier Fund and 0.50% of
Intermediate Bond Fund and Tax-Free Bond Fund. FCI may voluntarily waive a
portion of its fee or reimburse the Funds for certain operating expenses.

YEAR 2000 READINESS

The "Year 2000" problem is the potential for computer errors or failures because
certain computer systems may be unable to interpret dates after December 31,
1999 or experience other date-related problems. The Year 2000 problem may cause
systems to process information incorrectly and could disrupt businesses, such as
the Funds', that rely on computers.

While it is impossible to determine in advance all of the risks to the Funds,
the Funds could experience interruptions in basic financial and operational
functions. Fund shareholders could experience errors or disruptions in Fund
Share transactions or Fund communications.

The Funds' service providers are making changes to their computer systems to
remediate any Year 2000 problems. In addition, they are working to gather
information from third-party providers to determine their Year 2000 readiness.

Year 2000 problems would also increase the risks of the Funds' investments. To
assess the potential effect of the Year 2000 problem, FCI is reviewing
information regarding the Year 2000 readiness provided by issuers of securities
the Funds currently own or anticipate purchasing. However, this may be difficult
with certain issuers. For example, funds dealing with foreign service providers
or investing in foreign securities may have difficulty determining the Year 2000
readiness of those entities. This is especially true of entities or issuers in
emerging markets. The financial impact of these issues for the Funds is still
being determined. There can be no assurance that potential Year 2000 problems
would not have a material adverse effect on the Funds.

Financial Information

FINANCIAL HIGHLIGHTS

The Financial Highlights will help you understand the Funds' financial
performance for the past five fiscal years, or since inception, if the life of
the Funds is shorter. Some of the information is presented on a per share basis.
Total returns represent the rate an investor would have earned (or lost) on an
investment in the Funds, assuming reinvestment of any dividends and capital
gains.

This information has been audited by Deloitte & Touche LLP, whose report,
along with the Funds' audited financial statements, is included in the Annual
Report.

Great Plains Funds Financial Highlights

(FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD)

Net Realized and Distributions

Unrealized Gain from Net Realized Distributions

Net Asset Net (Loss) on Distributions Gain on in Excess of
Value, Investment Investments and Total from from Net Investments and Income (Loss)

Year Ended Beginning Income Foreign Currency Investment Investment Foreign Currency Gain on
August 31, of Period (Loss) Transactions Operations Income Transactions Investments
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Equity Fund

1998/1/ $10.00 0.07 (0.16) (0.09) (0.07) -- --
1999 $ 9.84 0.05 1.80 1.85 (0.05) (0.62) --
International Equity Fund

1999/2/ $10.00 0.09 1.13 1.22 -- (0.35) --
Premier Fund

1998/1/ $10.00 0.01 (1.18) (1.17) (0.00)/5/ -- --
1999 $ 8.83 0.01 0.57 0.58 (0.01) (0.77) --
Intermediate Bond Fund

1998/1/ $10.00 0.54 0.36 0.90 (0.54) -- (0.00)/5/
1999 $10.36 0.58 (0.57) 0.01 (0.58) -- --
Tax-Free Bond Fund

1998/1/ $10.00 0.39 0.13 0.52 (0.39) (0.00)/5/ --
1999 $10.13 0.42 (0.36) 0.06 (0.42) (0.01) --
</TABLE>

1 For the period from September 29, 1997 (date of initial public investment) to
August 31, 1998.
2 For the period from September 8, 1998 (date of initial public investment) to
August 31, 1999.
3 Based on net asset value, which does not reflect the sales charge or
contingent deferred sales charge, if applicable.

4 During the period, certain fees were voluntarily waived. If such voluntary
waivers had not occurred, the ratios would have been as indicated.

5 Distributions less than $0.01 per share. 6 Computed on an annualized basis.

Ratios to Average Net Assets

------------------------------------------------------
Net Asset Net Net

Value, Investment Expense Investment Net Assets, Portfolio
Total End of Total Income (after Income (Loss) End of Period Turnover
Distributions Period Return/3/ Expenses/4/ (Loss)/4/ waivers) (after waivers) (000 omitted) Rate
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(0.07) $ 9.84 (0.94%) 1.02%/6/ 0.79%/6/ 1.02%/6/ 0.79%/6/ $179,873 39%
(0.67) $11.02 19.06% 0.98% 0.19% 0.74% 0.43% $192,337 5%

(0.35) $10.87 12.49% 1.69%/6/ 0.86%/6/ 1.68%/6/ 0.87%/6/ $ 64,730 16%

(0.00) $ 8.83 (11.69%) 1.84%/6/ (0.28%)/6/ 1.44%/6/ 0.12%/6/ $ 22,190 68%
(0.78) $ 8.63 6.54% 1.62% (0.40%) 1.40% (0.18%) $ 24,463 25%

(0.54) $10.36 9.23% 0.79%/6/ 5.82%/6/ 0.79%/6/ 5.82%/6/ $146,718 9%
(0.58) $ 9.79 0.01% 0.75% 5.67% 0.75% 5.67% $128,367 24%

(0.39) $10.13 5.29% 0.87%/6/ 4.22%/6/ 0.87%/6/ 4.22%/6/ $ 67,372 8%
(0.43) $ 9.76 0.54% 0.84% 4.16% 0.83% 4.17% $ 68,443 7%
</TABLE>

A Statement of Additional Information (SAI) dated December 31, 1999 is
incorporated by reference into this prospectus. Additional information about the
Funds' and their investments is contained in the Funds' SAI and Annual and
SemiAnnual Reports to shareholders as they become available. The Annual Report's
Management Discussion & Analysis discusses market conditions and investment
strategies that significantly affected the Funds' performance during its last
fiscal year. To obtain the SAI, the Annual Report, Semi- Annual Report and other
information without charge, and make inquiries, call your investment
professional or the Fund at 1-800-568-8257.

You can obtain information about the Fund (including the SAI) by visiting or
writing the Public Reference Room of the Securities and Exchange Commission in
Washington, DC. You may also access fund information from the EDGAR Database on
the SEC's Internet site at http://www.sec.gov. You can purchase copies of this
information by contacting the SEC by email at [email protected]. or by writing
to the SEC's Public Reference Section, Washington, DC 20549-0102. Call 1-202-
942-8090 for information on the Public Reference Room's operations and copying
fees.

[LOGO OF FEDERATED]

Great Plains Funds
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
www.federatedinvestors.com

Federated Securities Corp., Distributor

Investment Company Act File No. 811-8281

Cusips 391163102
391163201

391163300
391163409
391163508

G02180-01 (12/99)

. Not FDIC Insured
. May Lose Value
. No Bank Guarantee

Edgewood Services, Inc., Distributor

G02180-01 (12/99)

[LOGO OF FEDERATED]
World-Class Investment Manager /SM/

Great Plains Funds

Great Plains Equity Fund
Great Plains International Equity Fund
Great Plains Premier Fund
Great Plains Intermediate Bond Fund
Great Plains Tax-Free Bond Fund

PROSPECTUS

DECEMBER 28, 1999

GREAT PLAINS FUNDS

GREAT PLAINS EQUITY FUND
GREAT PLAINS INTERNATIONAL EQUITY FUND

GREAT PLAINS PREMIER FUND
GREAT PLAINS INTERMEDIATE BOND FUND

GREAT PLAINS TAX-FREE BOND FUND

STATEMENT OF ADDITIONAL INFORMATION
DECEMBER 28, 1999

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus of the Great Plains Funds dated December
28, 1999.

This SAI incorporates by reference the Funds' Annual Report. Obtain the
Prospectus or the Annual Report without charge by calling 1-800-568-8257.

CONTENTS

HOW ARE THE FUNDS ORGANIZED?.....................................2
SECURITIES IN WHICH THE FUNDS INVEST................................2
WHAT DO SHARES COST?................................................19
HOW ARE THE FUNDS SOLD?.............................................20
EXCHANGING SECURITIES FOR SHARES....................................21
REDEMPTION IN KIND..................................................21
MASSACHUSETTS PARTNERSHIP LAW.......................................21
ACCOUNT AND SHARE INFORMATION.......................................22
TAX INFORMATION.....................................................22
WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?.....................23
FEES PAID BY THE FUNDS FOR SERVICES.................................27
HOW DO THE FUNDS MEASURE PERFORMANCE?...............................27
FINANCIAL INFORMATION...............................................33
ADDRESSES...........................................................37

Edgewood Services, Inc., Distributor,
subsidiary of Federated Investors, Inc.

G02180-02 (12/99)

<PAGE>

HOW ARE THE FUNDS ORGANIZED?

Great Plains Funds (Trust) is an open-end, management investment company that
was established under the laws of the Commonwealth of Massachusetts on July 1,
1997. The Trust may offer separate series of shares representing interests in
separate portfolios of securities. The Trust currently offers four
non-diversified portfolios: Great Plains Equity Fund, Great Plains International
Equity Fund, Great Plains Premier Fund (collectively referred to as the Stock
Funds) and Great Plains Tax-Free Bond Fund, and one diversified portfolio, Great
Plains Intermediate Bond Fund.

SECURITIES IN WHICH THE FUNDS INVEST

In pursuing their investment strategy, the Funds may invest in the following
securities for any purpose that is consistent with their investment objective.
Following tables indicate which types of securities are:

o P = PRINCIPAl investment of a Fund;

o A = ACCEPTABLe (but not principal) investment of a Fund; or
o N = NOT AN ACCEPTABLe investment of a Fund.

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
- --------------------------------- ---------- ----------- ------------- ------------- ----------
SECURITIES EQUITY PREMIER INTERNATIONAL INTERMEDIATE TAX-FREE
FUND FUND EQUITY FUND BOND FUND BOND FUND

- --------------------------------- ---------- ----------- ------------- ------------- ----------
COMMON STOCKS P P P N N

- --------------------------------- ---------- ----------- ------------- ------------- ----------
PREFERRED STOCKS P P P N N

- --------------------------------- ---------- ----------- ------------- ------------- ----------
WARRANTS A A A N N

- --------------------------------- ---------- ----------- ------------- ------------- ----------
- --------------------------------- ---------- ----------- ------------- ------------- ----------
CORPORATE DEBT SECURITIES 1 A A A P A
- --------------------------------- ---------- ----------- ------------- ------------- ----------
- --------------------------------- ---------- ----------- ------------- ------------- ----------
COMMERCIAL PAPER 2 A A A A N
- --------------------------------- ---------- ----------- ------------- ------------- ----------
- --------------------------------- ---------- ----------- ------------- ------------- ----------
DEMAND INSTRUMENTS A A A A A

OBLIGATIONS (CMOS)

- --------------------------------- ---------- ----------- ------------- ------------- ----------
- --------------------------------- ---------- ----------- ------------- ------------- ----------
CONVERTIBLE SECURITIES 4 A A A A N
- --------------------------------- ---------- ----------- ------------- ------------- ----------
- --------------------------------- ---------- ----------- ------------- ------------- ----------
TAX EXEMPT SECURITIES 5 N N N N P
- --------------------------------- ---------- ----------- ------------- ------------- ----------
- --------------------------------- ---------- ----------- ------------- ------------- ----------
GENERAL OBLIGATION BONDS N N N N P

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

</TABLE>

1 The Intermediate Bond Fund will invest at least 65% of its total assets in
debt obligations rated in the top four categories by a nationally recognized
statistical rating organization (NRSRO) (such as BBB or better by S&P or Fitch,
or Baa or better by Moody's), or if unrated, of comparable quality as determined
by First Commerce Investors, Inc. (the "Adviser"). The Fund may invest up to 35%
(although it intends to operate with not more than 15%) of its total assets in
debt obligations rated below investment grade, but not lower than BB by S&P or
Fitch or Ba by Moody's, or which are of comparable quality. 2 Prime
Commercial Paper will be rated in one of the two highest rating categories for
short-term obligations by an NRSRO or, if unrated, of comparable quality as
determined by the Adviser. 3 The Intermediate Bond Fund may invest in mortgage
backed securities rated investment grade (BBB or Baa or better) by an NRSRO, or
which are of comparable quality as determined by the Adviser. 4 Convertible
securities will be rated in the top two categories by a NRSRO (such as AA or
better by S&P or Fitch IBCA, Inc., or Aa or better by Moody's), or if unrated,
are of comparable quality as determined by the Adviser. 5 The Tax-Free Bond Fund
will invest in investment grade municipal securities rated in the top four
categories by an NRSRO such as BBB by S&P or Fitch, or Baa by Moody's or, if
unrated, of comparable quality as determined by the Adviser.

<PAGE>

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
- -------------------------------- ---------- ----------- ------------- ------------- -----------
SECURITIES EQUITY PREMIER INTERNATIONAL INTERMEDIATE TAX-FREE
FUND FUND EQUITY FUND BOND FUND BOND FUND

INSTRUMENTS

- -------------------------------- ---------- ----------- ------------- ------------- -----------
FUTURES CONTRACTS A A A N N

- -------------------------------- ---------- ----------- ------------- ------------- -----------
OPTIONS A A A N N

- -------------------------------- ---------- ----------- ------------- ------------- -----------
SWAPS A A A A A

- -------------------------------- ---------- ----------- ------------- ------------- -----------
INTEREST RATE SWAPS A A A A A

OTHER INVESTMENT COMPANIES

- -------------------------------- ---------- ----------- ------------- ------------- -----------
</TABLE>

SECURITIES DESCRIPTIONS AND TECHNIQUES
EQUITY SECURITIES

Equity securities represent a share of an issuer's earnings and assets, after
the issuer pays its liabilities. The Funds cannot predict the income it will
receive from equity securities because issuers generally have discretion as to
the payment of any dividends or distributions. However, equity securities offer
greater potential for appreciation than many other types of securities, because
their value may increase with the value of the issuer's business. The following
describes the types of equity securities in which the Funds invest.

COMMON STOCKS

Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings may
influence the value of its common stock. PREFERRED STOCKS Preferred stocks
have the right to receive specified dividends or distributions before the
issuer makes payments on its common stock. Some preferred stocks also
participate in dividends and distributions paid on common stock. Preferred
stocks may also permit the issuer to redeem the stock. A Fund may treat such
redeemable

preferred stock as a fixed income security.

WARRANTS

Warrants give a Fund the option to buy the issuer's equity securities at a
specified price (the exercise price) at a specified future date (the
expiration date). A Fund may buy the designated securities by paying the
exercise price before the expiration date. Warrants may become worthless if
the price of the stock does not rise above the exercise price by the
expiration date. This increases the market risks of warrants as compared to
the underlying security.

Rights are the same as warrants, except companies typically issue rights to
existing stockholders.

FIXED INCOME SECURITIES

Fixed income securities pay interest, dividends or distributions at a specified
rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities. A security's yield measures the
annual income earned on a security as a percentage of its price. A security's
yield will increase or decrease depending upon whether it costs less (a
discount) or more (a premium) than the principal amount. If the issuer may
redeem the security before its scheduled maturity, the price and yield on a
discount or premium security may change based upon the probability of an early
redemption. Securities with higher risks generally have higher yields. The
following describes the types of fixed income securities in which a Fund may
invest.

TREASURY SECURITIES

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the
lowest credit risks. AGENCY SECURITIES Agency securities are issued or
guaranteed by a federal agency or other government sponsored entity (a GSE)
acting under federal authority. The United States supports some GSEs with
its full faith and credit. Other GSEs receive support through federal
subsidies, loans or other benefits. A few GSEs have no explicit financial
support, but are regarded as having implied support because the federal
government sponsors their activities. Agency securities are generally
regarded as having low

credit risks, but not as low as treasury securities.

CORPORATE DEBT SECURITIES

Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types
of corporate debt securities. A Fund may also purchase interests in bank
loans to companies. The credit risks of corporate debt securities vary
widely among issuers. In addition, the credit risk of an issuer's debt
security may vary based on its priority for repayment. For example, higher
ranking (senior) debt securities have a higher priority than lower ranking
(subordinated) securities. This means that the issuer might not make
payments on subordinated securities while continuing to make payments on
senior securities. In addition, in the event of bankruptcy, holders of
senior securities may receive amounts otherwise payable to the holders of
subordinated securities. Some subordinated securities, such as trust
preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue
securities known as surplus notes that permit the insurance company to defer
any payment that would reduce its capital below regulatory requirements.

COMMERCIAL PAPER

Commercial paper is an issuer's obligation with a maturity of less than
nine months. Companies typically issue commercial paper to pay for
current expenditures. Most issuers constantly reissue their commercial
paper and use the proceeds (or bank loans) to repay maturing paper. If
the issuer cannot continue to obtain liquidity in this fashion, its
commercial paper may default. DEMAND INSTRUMENTS Demand instruments are
corporate debt securities that the issuer must repay upon demand. Other
demand instruments require a third party, such as a dealer or bank, to
repurchase the security for its face value upon demand. The Funds treat
demand instruments as short-term securities, even though their stated
maturity may extend beyond one year.

MUNICIPAL SECURITIES

Municipal securities are issued by states, counties, cities and other
political subdivisions and authorities. Although the majority of municipal
securities are exempt from federal income tax, a Fund may invest in taxable
municipal securities. MORTGAGE BACKED SECURITIES Mortgage backed securities
represent interests in pools of mortgages. The mortgages that comprise a
pool normally have similar interest rates, maturities and other terms.
Mortgages may have fixed or adjustable interest rates. Interests in pools of
adjustable rate mortgages are known as ARMs. Mortgage backed securities come
in a variety of forms. Many have extremely complicated terms. The simplest
form of mortgage backed securities are pass-through certificates. An issuer
of pass-through certificates gathers monthly payments from an underlying
pool of mortgages. Then, the issuer deducts its fees and expenses and passes
the balance of the payments on to the certificate holders once a month.
Holders of pass-through certificates receive a pro rata share of all
payments and pre-payments from the underlying mortgages. As a result, the
holders assume all the prepayment risks of the underlying mortgages.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)

CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying
pass-through certificate among holders of different classes of mortgage
backed securities. This creates different prepayment and interest rate
risks for each CMO class. The degree of increased or decreased
prepayment risks depends upon the structure of the CMOs. However, the
actual returns on any type of mortgage backed security depend upon the
performance of the underlying pool of mortgages, which no one can
predict and will vary among pools.

SEQUENTIAL CMOS

In a sequential pay CMO, one class of CMOs receives all principal
payments and prepayments. The next class of CMOs receives all
principal payments after the first class is paid off. This process
repeats for each sequential class of CMO. As a result, each class of
sequential pay CMOs reduces the prepayment risks of subsequent
classes. PACS, TACS AND COMPANION CLASSES More sophisticated CMOs
include planned amortization classes (PACs) and targeted amortization
classes (TACs). PACs and TACs are issued with companion classes. PACs
and TACs receive principal payments and prepayments at a specified
rate. The companion classes receive principal payments and
prepayments in excess of the specified rate. In addition, PACs will
receive the companion classes' share of principal payments, if
necessary, to cover a shortfall in the prepayment rate. This helps
PACs and TACs to control prepayment risks by increasing the risks to
their companion classes.

ASSET BACKED SECURITIES

Asset backed securities are payable from pools of obligations other than
mortgages. Most asset backed securities involve consumer or commercial debts
with maturities of less than ten years. However, almost any type of fixed
income assets (including other fixed income securities) may be used to
create an asset backed security. Asset backed securities may take the form
of commercial paper, notes, or pass through certificates. Asset backed
securities have prepayment risks. Like CMOs, asset backed securities may be
structured like Floaters, Inverse Floaters, Interest Only payments (IOs) and
Principal Only payments (POs). ZERO COUPON SECURITIES Zero coupon
securities do not pay interest or principal until final maturity unlike debt
securities that provide periodic payments of interest (referred to as a
coupon payment). Investors buy zero coupon securities at a price below the
amount payable at maturity. The difference between the purchase price and
the amount paid at maturity represents interest on the zero coupon security.
Investors must wait until maturity to receive interest and principal, which
increases the interest rate risks and credit risks of a zero coupon
security. There are many forms of zero coupon securities. Some are issued at
a discount and are referred to as zero coupon or capital appreciation bonds.
Others are created from interest bearing bonds by separating the right to
receive the bond's coupon payments from the right to receive the bond's
principal due at maturity, a process known as coupon stripping. Treasury
STRIPs, IOs and POs are the most common forms of stripped zero coupon
securities. In addition, some securities give the issuer the option to
deliver additional securities in place of cash interest payments, thereby
increasing the amount payable at maturity. These are referred to as
pay-in-kind or PIK securities.

BANK INSTRUMENTS

Bank instruments are unsecured interest bearing deposits with banks. Bank
instruments include bank accounts, time deposits, certificates of deposit and
banker's acceptances. Yankee instruments are denominated in U.S. dollars and
issued by U.S. branches of foreign banks. Eurodollar instruments are denominated
in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks. CREDIT
ENHANCEMENT Credit enhancement consists of an arrangement in which a company
agrees to pay amounts due on a fixed income security if the issuer defaults. In
some cases the company providing credit enhancement makes all payments directly
to the security holders and receives reimbursement from the issuer. Normally,
the credit enhancer has greater financial resources and liquidity than the
issuer. For this reason, the Adviser usually evaluates the credit risk of a
fixed income security based in part upon its credit enhancement. Common types of
credit enhancement include guarantees, letters of credit, bond insurance and
surety bonds. Credit enhancement also includes arrangements where securities or
other liquid assets secure payment of a fixed income security. If a default
occurs, these assets may be sold and the proceeds paid to security's holders.
Either form of credit enhancement reduces credit risks by providing another
source of payment for a fixed income security. CONVERTIBLE SECURITIES
Convertible securities are fixed income securities that a Fund has the option to
exchange for equity securities at a specified conversion price. The option
allows the Fund to realize additional returns if the market price of the equity
securities exceeds the conversion price. For example, a Fund may hold fixed
income securities that are convertible into shares of common stock at a
conversion price of $10 per share. If the market value of the shares of common
stock reached $12, the Fund could realize an additional $2 per share by
converting its fixed income securities. Convertible securities have lower yields
than comparable fixed income securities. In addition, at the time a convertible
security is issued the conversion price exceeds the market value of the
underlying equity securities. Thus, convertible securities may provide lower
returns than non-convertible fixed income securities or equity securities
depending upon changes in the price of the underlying equity securities.
However, convertible securities permit the Fund to realize some of the potential
appreciation of the underlying equity securities with less risk of losing its
initial investment. TAX EXEMPT SECURITIES Tax exempt securities are fixed income
securities that pay interest that is not subject to regular federal income
taxes. Typically, states, counties, cities and other political subdivisions and
authorities issue tax exempt securities. The market categorizes tax exempt
securities by their source of repayment.

GENERAL OBLIGATION BONDS

General obligation bonds are supported by the issuer's power to exact
property or other taxes. The issuer must impose and collect taxes sufficient
to pay principal and interest on the bonds. However, the issuer's authority
to impose additional taxes may be limited by its charter or state law.

<PAGE>

SPECIAL REVENUE BONDS

Special revenue bonds are payable solely from specific revenues received by
the issuer such as specific taxes, assessments, tolls, or fees. Bondholders
may not collect from the municipality's general taxes or revenues. For
example, a municipality may issue bonds to build a toll road, and pledge the
tolls to repay the bonds.

Therefore, a shortfall in the tolls normally would result in a default on
the bonds.

PRIVATE ACTIVITY BONDS

Private activity bonds are special revenue bonds used to finance private
entities. For example, a municipality may issue bonds to finance a new
factory to improve its local economy. The municipality would lend the
proceeds from its bonds to the company using the factory, and the
company would agree to make loan payments sufficient to repay the bonds.
The bonds would be payable solely from the company's loan payments, not
from any other revenues of the municipality. Therefore, any default on
the loan normally would result in a default on the bonds. The interest
on many types of private activity bonds is subject to the federal
alternative minimum tax (AMT). A Fund may invest in bonds subject to
AMT.

VARIABLE RATE DEMAND INSTRUMENTS

Variable rate demand instruments are tax exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the
security for its face value upon demand. The securities also pay interest at
a variable rate intended to cause the securities to trade at their face
value. The Funds treat demand instruments as short-term securities, because
their variable interest rate adjusts in response to changes in market rates
and to their demand feature in the form of a put, even though their stated
maturity may extend beyond thirteen months.

MUNICIPAL LEASES

Municipalities may enter into leases for equipment or facilities. In order
to comply with state public financing laws, these leases are typically
subject to annual appropriation. In other words, a municipality may end a
lease, without penalty, by not providing for the lease payments in its
annual budget. After the lease ends, the lessor can resell the equipment or
facility but may lose money on the sale.

The Funds may invest in securities supported by pools of municipal leases.
The most common type of lease backed securities are certificates of
participation (COPs). However, the Funds may also invest directly in
individual leases.

FOREIGN SECURITIES

Foreign securities are securities of issuers domiciled outside the United
States. The Fund considers an issuer to be based outside the United States if:
o it is organized under the laws of, or has a principal office located in,
another country; o the principal trading market for its securities is in another
country; or o it (or its subsidiaries) derived in its most current fiscal year
at least 50% of its total assets, capitalization, gross revenue or profit from
goods produced,

services performed, or sales made in another country.

The foreign securities in which the International Equity Fund invests are
primarily denominated in foreign currencies. Along with the risks normally
associated with domestic securities of the same type, foreign securities are
subject to risks of foreign investing.

DEPOSITARY RECEIPTS

Depositary receipts represent interests in underlying securities issued
by a foreign company. Depositary receipts are not traded in the same market
as the underlying security. The foreign securities underlying American
Depositary Receipts (ADRs) are not traded on United States exchanges. ADRs
provide a way to buy shares of foreign-based companies in the United States
rather than in overseas markets. ADRs are also traded in U.S. dollars,
eliminating the need for foreign exchange transactions. The foreign
securities underlying European Depositary Receipts (EDRs), Global Depositary
Receipts (GDRs), and International Depositary Receipts (IDRs), are traded
globally or outside the United States. Depositary receipts involve many of
the same risks of investing directly in foreign securities, including
currency risks and risks of foreign investing.

FOREIGN EXCHANGE CONTRACTS

In order to convert U.S. dollars into the currency needed to buy a foreign
security, or to convert foreign currency received from the sale of a foreign
security into U.S. dollars, the Fund may enter into spot currency trades. In
a spot trade, the Fund agrees to exchange one currency for another at the
current exchange rate. The Fund may also enter into derivative contracts in
which a foreign currency is an underlying asset. The exchange rate for
currency derivative contracts may be higher or lower than the spot exchange
rate. Use of these derivative contracts may increase or decrease the Fund's
exposure to currency risks.

FOREIGN GOVERNMENT SECURITIES

Foreign government securities generally consist of fixed income securities
supported by national, state or provincial governments or similar political
subdivisions. Foreign government securities also include debt obligations of
supranational entities, such as international organizations designed or
supported by governmental entities to promote economic reconstruction or
development, international banking institutions and related government
agencies. Examples of these include, but are not limited to, the
International Bank for Reconstruction and Development (the World Bank), the
Asian Development Bank, the European Investment Bank and the Inter-American
Development Bank.

Foreign government securities also include fixed income securities of
quasi-governmental agencies that are either issued by entities owned by a
national, state or equivalent government or are obligations of a political
unit that are not backed by the national government's full faith and credit.
Further, foreign government securities include mortgage-related securities
issued or guaranteed by national, state or provincial governmental
instrumentalities, including quasi-governmental agencies.

DERIVATIVE CONTRACTS

Derivative contracts are financial instruments that require payments based upon
changes in the values of designated (or underlying) securities, currencies,
commodities, financial indices or other assets. Some derivative contracts (such
as futures, forwards and options) require payments relating to a future trade
involving the underlying asset. Other derivative contracts (such as swaps)
require payments relating to the income or returns from the underlying asset.
The other party to a derivative contract is referred to as a counterparty. Many
derivative contracts are traded on securities or commodities exchanges. In this
case, the exchange sets all the terms of the contract except for the price.
Investors make payments due under their contracts through the exchange. Most
exchanges require investors to maintain margin accounts through their brokers to
cover their potential obligations to the exchange. Parties to the contract make
(or collect) daily payments to the margin accounts to reflect losses (or gains)
in the value of their contracts. This protects investors against potential
defaults by the counterparty. Trading contracts on an exchange also allows
investors to close out their contracts by entering into offsetting contracts.
For example, a Fund could close out an open contract to buy an asset at a future
date by entering into an offsetting contract to sell the same asset on the same
date. If the offsetting sale price is more than the original purchase price, the
Fund realizes a gain; if it is less, the Fund realizes a loss. Exchanges may
limit the amount of open contracts permitted at any one time. Such limits may
prevent a Fund from closing out a position. If this happens, a Fund will be
required to keep the contract open (even if it is losing money on the contract),
and to make any payments required under the contract (even if it has to sell
portfolio securities at unfavorable prices to do so). Inability to close out a
contract could also harm a Fund by preventing it from disposing of or trading
any assets it has been using to secure its obligations under the contract. A
Fund may also trade derivative contracts over-the-counter (OTC) in transactions
negotiated directly between the Fund and the counterparty. OTC contracts do not
necessarily have standard terms, so they cannot be directly offset with other
OTC contracts. In addition, OTC contracts with more specialized terms may be
more difficult to price than exchange traded contracts. Depending upon how a
Fund uses derivative contracts and the relationships between the market value of
a derivative contract and the underlying asset, derivative contracts may
increase or decrease a Fund's exposure to market and currency risks, and may
also expose a Fund to liquidity and leverage risks. OTC contracts also expose a
Fund to credit risks in the event that a counterparty defaults on the contract.
A Fund may trade in the following types of derivative contracts.

FUTURES CONTRACTS

Futures contracts provide for the future sale by one party and purchase by
another party of a specified amount of an underlying asset at a specified
price, date, and time. Entering into a contract to buy an underlying asset
is commonly referred to as buying a contract or holding a long position in
the asset. Entering into a contract to sell an underlying asset is commonly
referred to as selling a contract or holding a short position in the asset.
Futures contracts are considered to be commodity contracts. Futures
contracts traded OTC are frequently referred to as forward contracts. The
Stock Funds may buy and sell stock index futures contracts, financial
futures, foreign currency futures and futures on portfolio securities. They
may also enter into forward foreign currency exchange contracts.
OPTIONS Options are rights to buy or sell an underlying asset for a
specified price (the exercise price) during, or at the end of, a specified
period. A call option gives the holder (buyer) the right to buy the
underlying asset from the seller (writer) of the option. A put option gives
the holder the right to sell the underlying asset to the writer of the
option. The writer of the option receives a payment, or premium, from the
buyer, which the writer keeps regardless of whether the buyer uses (or
exercises) the option. The Stock Funds may: Buy put or call options on
foreign currencies or currency futures transactions in anticipation of a
increase in the value of the underlying asset.; Sell put or call options on
foreign currencies or currency futures transactions in anticipation of a
decrease in the value of the underlying asset.; and Buy or write options to
close out existing options positions.

When a Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts. SWAPS Swaps
are contracts in which two parties agree to pay each other (swap) the returns
derived from underlying assets with differing characteristics. Most swaps do not
involve the delivery of the underlying assets by either party, and the parties
might not own the assets underlying the swap. The payments are usually made on a
net basis so that, on any given day, the Fund would receive (or pay) only the
amount by which its payment under the contract is less than (or exceeds) the
amount of the other party's payment. Swap agreements are sophisticated
instruments that can take many different forms, and are known by a variety of
names including caps, floors, and collars.

Common swap agreements that the Fund may use include:

<PAGE>

INTEREST RATE SWAPS

Interest rate swaps are contracts in which one party agrees to make regular
payments equal to a fixed or floating interest rate times a stated principal
amount of fixed income securities, in return for payments equal to a
different fixed or floating rate times the same principal amount, for a
specific period. For example, a $10 million LIBOR swap would require one
party to pay the equivalent of the London Interbank Offer Rate of interest
(which fluctuates) on $10 million principal amount in exchange for the right
to receive the equivalent of a stated fixed rate of interest on $10 million
principal amount. CURRENCY SWAPS Currency swaps are contracts which
provide for interest payments in different currencies. The parties might
agree to exchange the notional principal amount as well. CAPS AND FLOORS
Caps and Floors are contracts in which one party agrees to make payments
only if an interest rate or index goes above (Cap) or below (Floor) a
certain level in return for a fee from the other party.

SPECIAL TRANSACTIONS
REPURCHASE AGREEMENTS

Repurchase agreements are transactions in which a Fund buys a security from
a dealer or bank and agrees to sell the security back at a mutually agreed
upon time and price. The repurchase price exceeds the sale price, reflecting
a Fund's return on the transaction. This return is unrelated to the interest
rate on the underlying security. The Funds will enter into repurchase
agreements only with banks and other recognized financial institutions, such
as securities dealers, deemed creditworthy by the Adviser. The Funds'
custodian or subcustodian will take possession of the securities subject to
repurchase agreements. The Adviser or subcustodian will monitor the value of
the underlying security each day to ensure that the value of the security
always equals or exceeds the repurchase price. Repurchase agreements are
subject to counterparty risks. REVERSE REPURCHASE AGREEMENTS Reverse
repurchase agreements are repurchase agreements in which a Fund is the
seller (rather than the buyer) of the securities, and agrees to repurchase
them at an agreed upon time and price. A reverse repurchase agreement may be
viewed as a type of borrowing by a Fund. Reverse repurchase agreements are
subject to counterparty risks. DELAYED DELIVERY TRANSACTIONS Delayed
delivery transactions, including when issued transactions, are arrangements
in which a Fund buys securities for a set price, with payment and delivery
of the securities scheduled for a future time. During the period between
purchase and settlement, no payment is made by the Fund to the issuer and no
interest accrues to a Fund. A Fund records the transaction when it agrees to
buy the securities and reflects their value in determining the price of its
shares. Settlement dates may be a month or more after entering into these
transactions so that the market values of the securities bought may vary
from the purchase prices. Therefore, delayed delivery transactions create
market risks for the Fund. Delayed delivery transactions also involve credit
risks in the event of a counterparty default. These transactions create
leverage risks. SECURITIES LENDING A Fund may lend portfolio securities to
borrowers that the Adviser deems creditworthy. In return, the Fund receives
cash or liquid securities from the borrower as collateral. The borrower must
furnish additional collateral if the market value of the loaned securities
increases. Also, the borrower must pay the Fund the equivalent of any
dividends or interest received on the loaned securities. The Fund will
reinvest cash collateral in securities that qualify as an acceptable
investment for the Fund. However, the Fund must pay interest to the borrower
for the use of cash collateral. Loans are subject to termination at the
option of the Fund or the borrower. The Fund will not have the right to vote
on securities while they are on loan, but they will terminate a loan in
anticipation of any important vote. The Fund may pay administrative and
custodial fees in connection with a loan and may pay a negotiated portion of
the interest earned on the cash collateral to a securities lending agent or
broker. Securities lending activities are subject to market risks and
counterparty risks. These transactions create leverage risks. ASSET COVERAGE
In order to secure their obligations in connection with derivatives
contracts or special transactions, a Fund will either own the underlying
assets, enter into an offsetting transaction or set aside readily marketable
securities with a value that equals or exceeds the Fund's obligations.
Unless the Fund has other readily marketable assets to set aside, it cannot
trade assets used to secure such obligations without entering into an
offsetting derivative contract or terminating a special transaction. This
may cause the Fund to miss favorable trading opportunities or to realize
losses on derivative contracts or special transactions.

INVESTING IN SECURITIES OF OTHER INVESTMENT COMPANIES

A Fund may invest its assets in securities of other investment companies,
including the securities of affiliated money market funds, as an efficient means
of carrying out its investment policies and managing its uninvested cash.
AVERAGE MATURITY For purposes of determining the dollar-weighted average
maturity (DWAM) of a Fund's portfolio, the maturity of a security will be used.
If it is probable that the issuer of the security will take advantage of
maturity-shortening devices such as a call, refunding, or redemption provision,
the maturity date for calculating DWAM will be the date on which it is probable
that the security will be called, refunded, or redeemed. If the security
includes the right to demand payment, the maturity of the security for purposes
of determining a Fund's dollar-weighted average portfolio maturity will be the
period remaining until the principal amount of the security can be recovered by
exercising the right to demand payment. BORROWING MONEY The Funds have secured a
committed line of credit to enable them to borrow money from the National Bank
of Commerce, who also serves as the Fund's custodian. During times of
extraordinary market conditions or unusually large redemptions, this will
facilitate borrowings by the Funds to meet redemption requests without needing
to immediately liquidate portfolio securities at times when it may be
disadvantageous to the Funds to do so. The terms and cost of the line of credit
were determined by the Trustees to be comparable to what the custodian would
charge to unaffiliated persons and what the Funds could obtain from unaffiliated
lenders. INVESTMENT RATINGS FOR INVESTMENT GRADE SECURITIES The Adviser
will determine whether a security is investment grade based upon the credit
ratings given by one or more nationally recognized rating services. For example,
Standard and Poor's, a rating service, assigns ratings to investment grade
securities (AAA, AA, A, and BBB) based on their assessment of the likelihood of
the issuer's inability to pay interest or principal (default) when due on each
security. Lower credit ratings correspond to higher credit risk. If a security
has not received a rating, the Fund must rely entirely upon the Adviser's credit
assessment that the security is comparable to investment grade.

<PAGE>

INVESTMENT RISKS

There are many factors which may affect an investment in the Funds. The
Funds' principal risks are described in their prospectus. Additional risk
factors are outlined below.

CURRENCY RISKS

o The Adviser attempts to manage
currency risk by limiting the amount the Fund invests in securities denominated
in a particular currency. However, diversification will not protect the Fund
against a general increase in the value of the U.S. dollar relative to other
currencies.

CALL RISKS

o Call risk is the possibility that an issuer may redeem a fixed income
security before maturity (a call) at a price below its current market price.
An increase in the likelihood of a call may reduce the security's price.

o If a fixed income security is called, the Fund may have to reinvest the
proceeds in other fixed income securities with lower interest rates, higher
credit risks, or other less favorable characteristics.

PREPAYMENT RISKS OF MORTGAGE BACKED SECURITIES

o Generally, homeowners have the option to prepay their mortgages at any time
without penalty. Homeowners frequently refinance high interest rate
mortgages when mortgage rates fall. This results in the prepayment of
mortgage backed securities with higher interest rates. Conversely,
prepayments due to refinancings decrease when mortgage rates increase. This
extends the life of mortgage backed securities with lower interest rates.
Other economic factors can also lead to increases or decreases in
prepayments. Increases in prepayments of high interest rate mortgage backed
securities, or decreases in prepayments of lower interest rate mortgage
backed securities, may reduce their yield and price. These factors,
particularly the relationship between interest rates and mortgage
prepayments makes the price of mortgage backed securities more volatile than
many other types of fixed income securities with comparable credit risks.

o Mortgage backed securities generally compensate for greater prepayment risk
by paying a higher yield. The difference between the yield of a mortgage
backed security and the yield of a U.S. Treasury security with a comparable
maturity (the spread) measures the additional interest paid for risk.
Spreads may increase generally in response to adverse economic or market
conditions. A security's spread may also increase if the security is
perceived to have an increased prepayment risk or perceived to have less
market demand. An increase in the spread will cause the price of the
security to decline.

o A Fund may have to reinvest the proceeds of mortgage prepayments in other
fixed income securities with lower interest rates, higher prepayment risks,
or other less favorable characteristics.

LEVERAGE RISKS

o Leverage risk is created when an investment exposes the Funds to a level of
risk that exceeds the amount invested. Changes in the value of such an
investment magnify the Funds' risk of loss and potential for gain.

o Investments can have these same results if their returns are based on a
multiple of a specified index, security, or other benchmark.

NEBRASKA RISKS
The Tax-Free Bond Fund may invest in obligations of Nebraska (the "State")
issuers which result in the Fund's performance being subject to risks associated
with the overall conditions present within the State. The following information
is a general summary of the State's financial condition and a brief summary of
the prevailing economic conditions. This information is based on various sources
that are believed to be reliable but should not be considered as a complete
description of all relevant

information.

The Tax-Free Bond Fund's investment emphasis on debt obligations of Nebraska
issuers carries a higher risk than a portfolio that is geographically
diversified. There are 93 counties and 539 incorporated municipalities in
Nebraska, many of which have outstanding debt. A number of other public
authorities and private, nonprofit organizations, including utilities, also
issue tax exempt debt within the State. ECONOMY. The economy of the State
continues to demonstrate relatively strong performance, with per capita personal
income for 1998 at $24,754. Per capita income is total personal income divided
by population, so it is a measure of income distributed among all residents.
Since not all persons have an annual income, this statistic is not a measure of
individual economic well-being. Total State employment was 891,709 in 1998, with
the majority of jobs in trade, services and government. Annual average
unemployment was 2.7% in 1998 compared to a national average of 4.5%. The
State's population in 1990 was 1,578,385, with 1,662,719 estimated for 1998.
Two-thirds of the population is concentrated in the three metropolitan areas of
Lincoln, Omaha and South Sioux City. DEBT. The State of Nebraska does not issue
debt. Local governments issue three basic types of debt, with varying degrees of
credit risk: general obligation bonds backed by the unlimited, and in some cases
limited, taxing power of the issuer, revenue bonds secured by specific pledged
fees or charges for a related utility or project, and tax-exempt lease
obligations, secured by annual appropriations by the issuer, usually with no
implied tax or specific revenue appropriations by the issuer. In 1998, $2,372
million in municipal debt was issued in Nebraska, with approximately 16%
representing general obligation debt and 84% revenue bonds, compared to 33%
general obligation and 67% revenue backed bonds nationally. Many Nebraska
agencies and instrumentalities are authorized to borrow money under legislation
which expressly provides that the loan obligations shall not be deemed to
constitute a debt or pledge of the faith and credit of the State. Representative
issuers of this kind of debt include the Nebraska Educational Facilities
Authority and Nebraska Investment Finance Authority. The principal of and
interest on bonds issued by these bodies are payable solely from specific
sources, principally fees generated from the use of the facilities, or
enterprises financed by the bonds, or other dedicated revenues. FINANCIAL. To a
large degree, the risk of the Tax-Free Bond Fund is dependent upon the financial
strength of the State of Nebraska and its political subdivisions. Agriculture
traditionally has been the backbone of Nebraska's economy, although its relative
importance has diminished in the last two decades compared to other sectors. Its
continued importance to the State's economy was clearly demonstrated in recent
years, when increasing farm credit problems and adverse weather conditions
affected other sectors interacting with agriculture. These sectors include
manufacturers of farm equipment and supplies; feed, seed, and other farm supply
retailers; truckers transporting farm products and banks providing loans for
farm operating capital. While Nebraska has not experienced severe symptoms of
past national recessions, Nebraska political subdivisions have faced budget
crises in the recent past (see Property Tax System below). PROPERTY TAX SYSTEM.
In 1996, the Nebraska legislature enacted legislation intended to reduce the
level of property taxation in the State. LB299 provides for a new overall budget
limitation on certain restricted funds, and LB1114 reduces the rate of taxation
for general property taxes authorized for cities. LB299 imposes for the current
budget year for cities a limitation on the growth of restricted funds of 2% plus
a factor for population growth, if any. For the next subsequent budget year, the
limitation on growth in restricted funds will be 0% plus a factor for population
growth, if any. Restricted funds include property taxes (excluding any amounts
required to pay interest and principal on bonded indebtedness), payments in lieu
of taxes, local option sales taxes, permit and regulatory fees, state aid and
fees from enterprise funds to the extent budgeted for general purposes rather
than the enterprise function. The limitation imposed does not apply to capital
improvements or revenues pledged to retire bonded indebtedness. The 2% or 0%
limitation may be exceeded by an additional 1% upon an affirmative vote of at
least 75% of the governing body. State aid may be withheld from governmental
units which fail to comply. Under LB1114 the rates for levying property taxes
are to be limited for each type of governmental unit in the State. The rate for
cities is to be no more than $0.45 per $100 of taxable value. Property tax
levies to pay bonded debt are not included in such limitation. A political
subdivision may exceed the limits upon rates for tax levies with approval from
the voters of such subdivision. PUERTO RICO AND OTHER TERRITORIES. The Tax-Free
Bond Fund may invest in obligations of the Commonwealth of Puerto Rico or other
territories of the United States that are exempt from federal, Nebraska or local
income taxes. The majority of the Puerto Rico debt is issued by ten of the major
public agencies that are responsible for many of the island's public functions,
such as water, wastewater, highways, telecommunications, education and public
construction. Bonds issued on behalf of the other U.S. territories will be
issued in a similar manner by public agencies of these territories. Territories
like Puerto Rico benefit economically and financially from their close
association with the United States as well as its protective umbrella and
special tax incentives for businesses located there. Economically, the
territories are less developed than those of the fifty states and more similar
to the stage of development of Puerto Rico with less diversification. Since the
1980's, Puerto Rico's economy and financial operations have paralleled the
economic cycles of the United States. The island's economy, particularly the
manufacturing sector, has experienced substantial gains in employment.
Unemployment, while reaching its lowest level in ten years, still remains high.
Much of these economic gains are attributable in part to favorable treatment
under Section 936 of the U.S. Federal Tax Code for U.S. corporations doing
business in Puerto Rico. Debt ratios for the Commonwealth are high as it assumes
much of the responsibility for local infrastructure. Sizable infrastructure
improvements are anticipated to upgrade the island's water, sewer, and road
system. The Commonwealth's general obligation debt is secured by a first lien on
all available revenues. The Commonwealth's economy remains vulnerable to changes
in oil prices, American trade, foreign policy, and levels of federal assistance.
Per capita income levels, while the highest in the Caribbean, lag behind the
United States. OTHER RISK FACTORS. Because of its investment policies, the
Tax-Free Bond Fund may not be suitable or appropriate for all investors. The
Fund is designed for investors who want a high level of current income that is
exempt from federal and Nebraska state income taxes. Investors in the Fund
should not rely on the Fund for their short-term financial needs. The principal
values of longer term securities fluctuate more widely in response to changes in
interest rates than those of shorter term securities, providing greater
opportunity for capital gain or risk of capital loss. There can be no assurance
that the Tax-Free Bond Fund will achieve its investment objective. Yields on
Municipal Securities are dependent on a variety of factors, including the
general conditions of the money market and the municipal bond market, the size
of a particular offering, the maturity of the obligation, and the rating of the
issue. Municipal Securities with longer maturities tend to produce higher yields
and are generally subject to potentially greater capital appreciation and
depreciation than obligations with shorter maturities and lower yields. The
market prices of Municipal Securities usually vary, depending upon available
yields. An increase in interest rates will generally reduce the value of Fund
investments, and a decline in interest rates will generally increase the value
of Fund investments. The ability of the Fund to achieve its investment objective
is also dependent on the continuing ability of the issuers of Municipal
Securities to meet their obligations for the payment of interest and principal
when due. The ratings of Moody's and S&P represent their opinions as to the
quality of Municipal Securities which they undertake to rate. Ratings are not
absolute standards of quality; consequently, Municipal Securities with the same
maturity, coupon, and rating may have different yields. There are variations in
Municipal Securities, both within a particular classification and between
classifications, depending on numerous factors. It should also be pointed out
that, unlike other types of investments, Municipal Securities have traditionally
not been subject to regulation by, or registration with, the Securities and
Exchange Commission, although there have been proposals which would provide for
regulation in the future. The federal bankruptcy statutes relating to the debts
of political subdivisions and authorities of states of the United States provide
that, in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or consent
of creditors, which proceedings could result in material and adverse changes in
the rights of holders of their obligations. Proposals have been introduced in
Congress to restrict or eliminate the federal income tax exemption for interest
on Municipal Securities, and similar proposals may be introduced in the future.
Some of the past proposals would have applied to interest on Municipal
Securities issued before the date of enactment, which would have adversely
affected their value to a degree. If such a proposal were enacted, the
availability of Municipal Securities for investment by the Fund and the value of
each Fund's investments would be affected and, in such an event, the Fund would
reevaluate its investment objectives and policies. The Fund's investment
emphasis on securities issued by municipalities and political subdivisions of
the State of Nebraska involves greater risk than investing in Municipal
Securities issued by a diversified group of entities from various geographical
areas in the United States. Specifically, the credit quality of the Fund will
depend upon the continued financial strength of the public bodies and
municipalities in Nebraska. The State of Nebraska does not issue debt and, as a
result, the financial condition of each municipality or political subdivision
for each issue must be analyzed separately. Nebraska Municipal Securities
generally have been highly regarded. Defaults on Nebraska Municipal Securities
have been confined to issues made by sanitary improvement districts primarily
occurring in the early 1980's and a few industrial development bond issues also
occurring in the early 1980's. The Fund expects to invest a substantial portion
of its assets in the debt obligations of local governments and public
authorities in the State of Nebraska. While local governments in Nebraska are
predominantly reliant on independent revenue sources, such as property taxes,
they are not immune to budget shortfalls caused by cut-backs in State aid. None
of the obligations issued by public authorities in Nebraska are backed by the
full faith and credit of the State of Nebraska. In addition, property tax
increases and general increases in governmental sending may be subject to voter
approval. The Fund may also invest in certain sectors of the municipal
securities market which have unique risks. The sectors include, but are not
limited to, investments in issuances of health care providers, electric revenue
issues with exposure to nuclear power plants and deregulation intended to foster
competition, and private activity bonds without governmental backing. Each of
these sectors is impacted by its own unique set of circumstances, including
significant regulator impacts, which may adversely affect an issuer's financial
performance. Over 25% of the Nebraska Municipal Securities in the Tax-Free Bond
Fund's portfolio may be health care revenue bonds. Ratings of bonds issued for
health care facilities are sometimes based on feasibility studies that contain
projections of occupancy levels, revenues and expenses. A facility's gross
receipts and net income available for debt service may be affected by future
events and conditions including among other things, demand for services, the
ability of the facility to provide the services required, physicians' confidence
in the facility, management capabilities, competition with other hospitals,
efforts by insurers and governmental agencies to limit rates, legislation
establishing state rate-setting agencies, expenses, government regulation, the
cost and possible unavailability of malpractice insurance and the termination or
restriction of governmental financial assistance, including that associated with
Medicare, Medicaid and other similar third party payer programs. Pursuant to
recent federal legislation, Medicare reimbursements are currently calculated on
a prospective basis utilizing a single nationwide schedule of rates. Prior to
such legislation Medicare reimbursements were based on the actual costs incurred
by the health facility. Legislation may in the future adversely affect
reimbursements to hospitals and other facilities for services provided under the
Medicare program. Over 25% of the Nebraska Municipal Securities in the Tax-Free
Bond Fund's portfolio may be obligations of issuers whose revenues are primarily
derived from the sale of electric energy. Utilities are generally subject to
extensive regulation by state utility commissions which, among other things,
establish the rates which may be charged and the appropriate rate of return on
an approved asset base. The problems faced by such issuers include the
difficulty in obtaining approval for timely and adequate rate increases from the
governing public utility commission, the difficulty in financing large
construction programs, the limitations on operations and increased costs and
delays attributable to environmental considerations, increased competition,
recent reductions in estimates of future demand for electricity in certain areas
of the country, the difficulty of the capital market in absorbing utility debt,
the difficulty in obtaining fuel at reasonable prices and the effect of energy
conservation. All of such issuers have been experiencing certain of these
problems in varying degrees. In addition, federal, state and municipal
governmental authorities may from time to time review existing and impose
additional regulations governing the licensing, construction and operation of
nuclear and other power plants, which may adversely affect the ability of the
issuers of such bonds to make payments of principal and/or interest of such
bonds. The utility industry is undergoing deregulation in many states.
Deregulation of an industry has historically increased competition. In some
cases, electric utilities will not be allowed to recoup costs associated with
nuclear plants, expansions and other high cost projects. The yields on Nebraska
Municipal Securities are dependent on a variety of factors, including the
general municipal market conditions, the financial condition of the issuer,
general conditions of the Nebraska tax-exempt obligation market, the size of a
particular offering, the maturity of the obligation and the rating of the issue
or issuer. The ratings of NRSROs represent their opinions as to the quality of
the Nebraska Municipal Securities which they undertake to rate. It should be
emphasized, however, that ratings are general, and not absolute, standards of
quality. Consequently, Nebraska Municipal Securities of the same maturity,
interest rate and rating may have different yields, while Nebraska Municipal
Securities of the same maturity and interest rate with different ratings may
have the same yield. Subsequent to their purchase by the Tax-Free Bond Fund,
particular Nebraska Municipal Securities or other investments may cease to be
rated or their ratings may be reduced below the minimum rating required for
purchase by the Fund.

INVESTMENT LIMITATIONS

SELLING SHORT AND BUYING ON MARGIN

Except for the Equity Fund, International Equity Fund and Premier Fund, none of
the other Funds will sell any securities short or purchase any securities on
margin, but may obtain such short-term credits as may be necessary for clearance
of purchases and sales of portfolio securities. A deposit or payment by a Fund
of initial or variation margin in connection with futures contracts, forward
contracts or related options transactions is not considered the purchase of a
security on margin.

ISSUING SENIOR SECURITIES AND BORROWING MONEY

The Funds will not issue senior securities except that each Fund may borrow
money, directly or through reverse repurchase agreements, in amounts up to
one-third of the value of its total assets including the amounts borrowed; and
except to the extent that a Fund is permitted to enter into futures contracts,
options or forward contracts. A Fund will not borrow money or engage in reverse
repurchase agreements for investment leverage, but rather as a temporary,
extraordinary, or emergency measure or to facilitate management of its portfolio
by enabling the Fund to meet redemption requests when the liquidation of
portfolio securities is deemed to be inconvenient or disadvantageous. A Fund
will not purchase any securities while any borrowings in excess of 5% of its
total assets are outstanding.

PLEDGING ASSETS

The Funds will not mortgage, pledge, or hypothecate any assets except to secure
permitted borrowings. In those cases, each Fund may pledge assets having a
market value not exceeding the lesser of the dollar amounts borrowed or
one-third of the value of its total assets at the time of the pledge. For
purposes of this limitation, the following are not deemed to be pledges: margin
deposits for the purchase and sale of futures contracts and related options; and
segregation of collateral arrangements made in connection with options
activities, forward contracts or the purchase of securities on a when-issued or
delayed delivery basis.

LENDING CASH OR SECURITIES

The Funds will not lend any of their assets except portfolio securities. Loans
may not exceed one-third of the value of a Fund's total assets. This shall not
prevent a Fund from purchasing or holding U.S. government obligations, money
market instruments, variable rate demand notes, bonds, debentures, notes,
certificates of indebtedness, or other debt securities, entering into repurchase
agreements, or engaging in other transactions where permitted by a Fund's
investment objective, policies, and limitations.

INVESTING IN COMMODITIES

The Funds will not purchase or sell commodities, commodity contracts, or
commodity futures contracts. However, each Fund may purchase and sell futures
contracts and related options and enter into forward contracts and related
options.

INVESTING IN REAL ESTATE

The Funds will not purchase or sell real estate, although a Fund may invest in
the securities of companies whose business involves the purchase or sale of real
estate or in securities which are secured by real estate or which represent
interests in real estate.

DIVERSIFICATION OF INVESTMENTS

With respect to securities comprising 75% of the value of its total assets, the
Intermediate Bond Fund will not purchase securities issued by any one issuer
(other than cash, cash items, securities of other investment companies, or
securities issued or guaranteed by the government of the United States or its
agencies or instrumentalities and repurchase agreements collateralized by such
securities) if as a result more than 5% of the value of its total assets would
be invested in the securities of that issuer or if it would own more than 10% of
the outstanding voting securities of such issuer.

CONCENTRATION OF INVESTMENTS

Each Fund will not invest 25% or more of the value of its total assets in any
one industry . Each Fund may invest 25% or more of the value of its total assets
in cash or cash items , securities of other investment companies, securities
issued or guaranteed by the U.S. government, its agencies, or instrumentalities,
and repurchase agreements collateralized by such securities. In addition, the
Tax-Free Bond Fund may invest more than 25% of the value of its total assets in
obligations issued by any state, territory, or possession of the United States,
the District of Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions, including tax-exempt project notes
guaranteed by the U.S. government, regardless of the location of the issuing
municipality. This policy applies to securities which are related in such a way
that an economic, business, or political development affecting one security
would also affect the other securities (such as securities paid from revenues
from selected projects in transportation, public works, education, or housing).

UNDERWRITING

A Fund will not underwrite any issue of securities, except as it may be deemed
to be an underwriter under the Securities Act of 1933 in connection with the
sale of restricted securities which the Fund may purchase pursuant to its
investment objective, policies and limitations.

THE ABOVE LIMITATIONS CANNOT BE CHANGED UNLESS AUTHORIZED BY THE BOARD AND BY
THE "VOTE OF A MAJORITY OF ITS OUTSTANDING VOTING SECURITIES," AS DEFINED BY THE
INVESTMENT COMPANY ACT. THE FOLLOWING LIMITATIONS, HOWEVER, MAY BE CHANGED BY
THE BOARD WITHOUT SHAREHOLDER APPROVAL. SHAREHOLDERS WILL BE NOTIFIED BEFORE ANY
MATERIAL CHANGE IN THESE LIMITATIONS BECOMES EFFECTIVE.

INVESTING IN ILLIQUID AND RESTRICTED SECURITIES

The Funds may invest in illiquid and restricted securities. However, the Funds
will not invest more than 15% (at the time of purchase) of the value of their
net assets in illiquid securities, including repurchase agreements providing for
settlement in more than seven days after notice, non-negotiable fixed time
deposits with maturities over seven days, over-the-counter options, securities
used to cover over-the-counter options, guaranteed investment contracts, and
certain securities not determined by the Trustees to be liquid (including
certain municipal leases).

PURCHASING SECURITIES TO EXERCISE CONTROL

The Funds will not purchase securities of a company for the purpose of
exercising control.

INVESTING IN OPTIONS

The Equity Fund, International Equity Fund and Premier Fund will not purchase
put options or write call options on securities (other than options on
currencies) unless the securities are held in the Funds' portfolio or unless the
Funds are entitled to them in deliverable form without further payment or have
segregated cash in the amount of any further payment.

Except with respect to borrowing money, if a percentage limitation is adhered to
at the time of investment, a later increase or decrease in percentage resulting
from any change in value or net assets will not result in a violation of such
restriction. For purposes of its policies and limitations, the Funds consider
instruments (such as certificates of deposit and demand and time deposits)
issued by a U.S. branch of a domestic bank or savings and loan having capital,
surplus, and undivided profits in excess of $100,000,000 at the time of
investment to be "cash items."

PORTFOLIO TURNOVER

The Funds do not purchase securities with a view to rapid turnover. However,
there are no limitations on the length of time that portfolio securities must be
held. Portfolio turnover can occur for a number of reasons, including general
conditions in the securities market, more favorable investment opportunities in
other securities, or other factors relating to the desirability of holding or
changing a portfolio investment. A high rate of portfolio turnover would result
in increased transaction expense, which must be borne by the Fund. High
portfolio turnover may also result in the realization of capital gains or
losses, and to the extent net short-term capital gains are realized, any
distributions resulting from such gains will be considered ordinary income for
federal income tax purposes. The portfolio turnover rates for the Funds are set
forth in the prospectus under "Financial Highlights."

DETERMINING MARKET VALUE OF SECURITIES

Market values of the Funds' portfolio securities are determined as follows:

EQUITY SECURITIES

o according to the last sale price in the market in which they are
primarily traded (either a foreign or domestic securities exchange or the
over-the-counter market),
if available;

o in the absence of recorded sales on the security's primary market, according
to any other market in which the security is traded (either a foreign or
domestic securities exchange or the over-the-counter market), using this
source for a maximum of three consecutive business days, if available; and

o in the absence of recorded sales for equity securities, according to the
mean between the last closing bid and asked prices, using this source for a
maximum of one business day.

ADDITIONAL INTERNATIONAL EQUITY SECURITY METHODOLOGY

o in the absence of trading of a foreign equity security in its foreign
market(s), at the equivalent American Depository Receipt price, converted to the
currency of its primary foreign market.

FIXED INCOME SECURITIES

o for bonds and other fixed income securities, at the last sale price on a
national securities exchange, if available; and

o otherwise, as determined by an independent pricing service.

FUTURES CONTRACTS AND OPTIONS

o at market values established by the exchanges on which they are traded at
the close of trading on such exchanges. Options traded in the
over-the-counter market are valued according to the mean between the last
bid and the last asked price for the option as provided by an investment
dealer or other financial institution that deals in the option. The Board
may determine in good faith that another method of valuing such investment
is necessary to appraise their fair market value.

SHORT-TERM OBLIGATIONS

o according to the mean between bid and asked prices as furnished by an
independent pricing service, except that short-term obligations with
remaining maturities of less than 60 days may be valued at amortized cost or
at fair market value as determined in good faith by the Board.

If a price is not produced for any security using the above methodology, at fair
value as determined in good faith by the Board, although the actual calculation
may be done by others.

Prices provided by independent pricing services may be determined without
relying exclusively on quoted prices and may consider institutional trading in
similar groups of securities, yield, quality, stability, risk, coupon rate,
maturity, type of issue, trading characteristics, and other market data or
factors. From time to time, when prices cannot be obtained from an independent
pricing service, securities may be valued based on quotes from broker-dealers or
other financial institutions that trade the securities.

VALUING FOREIGN SECURITIES

Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange (NYSE). In computing its NAV, the Funds
value foreign securities at the latest closing price on the exchange on which
they are traded immediately prior to the closing of the NYSE. Certain foreign
currency exchange rates may also be determined at the latest rate prior to the
closing of the NYSE. Foreign securities quoted in foreign currencies are
translated into U.S. dollars at the rate quoted by Rueters at 12:00 p.m. on the
day of purchase. Occasionally, events that affect these values and exchange
rates may occur between the times at which they are determined and the closing
of the NYSE. If such events materially affect the value of portfolio securities,
these securities may be valued at their fair value as determined in good faith
by the Funds' Board, although the actual calculation may be done by others.

WHAT DO SHARES COST?

The Funds' net asset value (NAV) per Share fluctuates and is based on the market
value of all securities and other assets of the Funds.

REDUCING OR ELIMINATING THE FRONT-END SALES CHARGE

You can reduce or eliminate the applicable front-end sales charge, as follows:

QUANTITY DISCOUNTS

Larger purchases of Shares of the same Fund reduce the sales charge you pay.
Each Fund will combine purchases of Shares made on the same day by you, your
spouse and your children under age 21. In addition, purchases made at one time
by a trustee or fiduciary for a single trust estate or a single fiduciary
account can be combined.

ACCUMULATED PURCHASES

If you make an additional purchase of Shares, you can count previous Share
purchases still invested in a Fund in calculating the applicable sales charge on
the additional purchase.

CONCURRENT PURCHASES

You can combine concurrent purchases of Shares of two or more Funds in the Trust
in calculating the applicable sales charge.

LETTER OF INTENT

You can sign a Letter of Intent committing to purchase $100,000 of Shares within
a 13-month period to combine such purchases in calculating the sales charge. The
Transfer Agent System will hold shares in escrow equal to the maximum applicable
sales charge. If you fulfill the letter of Intent, the shares in escrow will be
released to your account. If you do not fulfill the Letter of Intent, the
appropriate amount from the shares held in escrow will be redeemed to pay the
sales charge that was not deducted from your purchase.

REINVESTMENT PRIVILEGE

You may reinvest, within 30 days, your Share redemption proceeds at the next
determined NAV without any sales charge.

PURCHASES BY AFFILIATES OF THE FUND

The following persons or entities may buy Shares at NAV without any sales
charge:

o by or through the Trust Division of National Bank of Commerce (NBC), other
affiliates or correspondent financial depository institutions of First
Commerce Bancshares for accounts which are held in a fiduciary, agency,
custodial or similar capacity, except for those customers whose only
relationship is a custodial IRA;

o by current fiduciary customers of NBC, other affiliates, or correspondent
financial depository institutions of NBC;

o by trustees of the Trust, directors, and current and retired employees of
First Commerce Bancshares, Inc., NBC, the Adviser, the Distributor and their
affiliates, as well as the spouses and children under the age of 21 of such
trustees, directors and employees;

o by any shareholder of First Commerce Bancshares, Inc. with a position of
at least 1,000 shares.

o by any account for which a current or retired employee of NBC, the
Adviser, the Distributor and their affiliates serves in a fiduciary, agency,
custodial or similar capacity;

o by any trust company or trust division of a non-affiliated financial
depository institution whose accounts own shares of the Funds with current value
greater than $1,000,000 or who demonstrate the intent of investing $1,000,000
over a period of time in the Funds;

o by accounts transferred or distributed out of the Trust Division of NBC,
its correspondents or other affiliates into accounts maintained by NBC as
dealer;

o by financial depository institutions that have a current correspondent
relationship with NBC as fiduciary; and

o by investors who purchase shares through a wrap account or a
no-transaction fee program if the sponsor of the wrap account or no-transaction
fee program has entered onto a sales agreement with the Distributor.

HOW ARE THE FUNDS SOLD?

Under the Distributor's Contract with the Fund, the Distributor (Edgewood
Services, Inc.) offers Shares on a continuous, best-efforts basis.

FRONT-END SALES CHARGE REALLOWANCES

The Distributor receives a front-end sales charge on certain Share sales. The
Distributor may pay up to 100% of this charge to investment professionals for
sales and/or administrative services. Any payments to investment professionals
in excess of 90% of the front-end sales charge are considered supplemental
payments. The Distributor retains any portion not paid to an investment
professional.

RULE 12B-1 PLAN

The Funds have adopted a Rule 12b-1 Plan which is currently dormant. As a
compensation-type plan, the Rule 12b-1 Plan is designed to pay the Distributor
(who may then pay investment professionals such as banks, broker/dealers, trust
departments of banks, and registered investment advisers) for marketing
activities (such as advertising, printing and distributing prospectuses, and
providing incentives to investment professionals) to promote sales of Shares so
that overall Fund assets are maintained or increased. This helps the Funds
achieve economies of scale, reduce per share expenses, and provide cash for
orderly portfolio management and Share redemptions. In addition, the Funds'
service providers that receive asset-based fees also benefit from stable or
increasing Fund assets.

The Funds may compensate the Distributor more or less than their actual
marketing expenses. In no event will the Funds pay for any expenses of the
Distributor that exceed the maximum Rule 12b-1 Plan fee.

The maximum Rule 12b-1 Plan fee that can be paid in any one year may not be
sufficient to cover the marketing-related expenses the Distributor has incurred.
Therefore, it may take the Distributor a number of years to recoup these
expenses.

SHAREHOLDER SERVICES

The Funds may pay Federated Shareholder Services Company, a subsidiary of
Federated, for providing shareholder services and maintaining shareholder
accounts. Federated Shareholder Services Company may select others to perform
these services for their customers and may pay them fees.

SUPPLEMENTAL PAYMENTS

Investment professionals may be paid fees out of the assets of the Adviser,
the Distributor and/or Federated Shareholder Services Company (but not out of
Fund assets). The Distributor and/or Federated Shareholder Services Company may
be reimbursed by the Adviser or its affiliates.

Investment professionals receive such fees for providing distribution-related or
shareholder services such as sponsoring sales, providing sales literature,
conducting training seminars for employees, and engineering sales-related
computer software programs and systems. Also, investment professionals may be
paid cash or promotional incentives, such as reimbursement of certain expenses
relating to attendance at informational meetings about the Fund or other special
events at recreational-type facilities, or items of material value. These
payments will be based upon the amount of Shares the investment professional
sells or may sell and/or upon the type and nature of sales or marketing support
furnished by the investment professional.

EXCHANGING SECURITIES FOR SHARES

You may contact the Distributor to request a purchase of Shares in exchange for
securities you own. The Funds reserve the right to determine whether to accept
your securities and the minimum market value to accept. The Funds will value
your securities in the same manner as they value their assets. This exchange is
treated as a sale of your securities for federal tax purposes.

REDEMPTION IN KIND

Although the Funds intend to pay Share redemptions in cash, they reserve the
right, as described below, to pay the redemption price in whole or in part by a
distribution of the Funds' portfolio securities.

Because the Funds have elected to be governed by Rule 18f-1 under the Investment
Company Act of 1940, the Funds are obligated to pay Share redemptions to any one
shareholder in cash only up to the lesser of $250,000 or 1% of the net assets
represented by such Share class during any 90-day period.

Any Share redemption payment greater than this amount will also be in cash
unless the Funds' Board determines that payment should be in kind. In such a
case, the Funds will pay all or a portion of the remainder of the redemption in
portfolio securities, valued in the same way as the Funds determine their NAV.
The portfolio securities will be selected in a manner that the Funds' Board
deems fair and equitable and, to the extent available, such securities will be
readily marketable.

Redemption in kind is not as liquid as a cash redemption. If redemption is made
in kind, shareholders receiving the portfolio securities and selling them before
their maturity could receive less than the redemption value of the securities
and could incur certain transaction costs.

MASSACHUSETTS PARTNERSHIP LAW

Under certain circumstances, shareholders may be held personally liable as
partners under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust has filed legal documents with Massachusetts that
expressly disclaim the liability of its shareholders for acts or obligations of
the Trust.

In the unlikely event a shareholder is held personally liable for the Trust's
obligations, the Trust is required by the Declaration of Trust to use its
property to protect or compensate the shareholder. On request, the Trust will
defend any claim made and pay any judgment against a shareholder for any act or
obligation of the Trust. Therefore, financial loss resulting from liability as a
shareholder will occur only if the Trust itself cannot meet its obligations to
indemnify shareholders and pay judgments against them.

ACCOUNT AND SHARE INFORMATION

VOTING RIGHTS

Each share of each Fund gives the shareholder one vote in Trustee elections and
other matters submitted to shareholders for vote.

All Shares of the Trust have equal voting rights, except that in matters
affecting only a particular Fund or class, only Shares of that Fund or class are
entitled to vote.

Trustees may be removed by the Board or by shareholders at a special meeting. A
special meeting of shareholders will be called by the Board upon the written
request of shareholders who own at least 10% of the Trust's outstanding shares
of all series entitled to vote.

As of December 1, 1999, the following shareholders of record owned 5% or
more of the outstanding shares of the Funds: Firlin and Company, a nominee of
NBC, c/o NBC Trust Division, Lincoln, Nebraska, owned of record approximately
14,352,481 shares (84.94%) of the Equity Fund; approximately 2,379,171 shares
(89.57%) of the Premier Fund; approximately 11,856,106 shares (90.91%) of the
Intermediate Bond Fund; and, approximately 6,730,403 shares (95.31%) of the
Tax-Free Bond Fund. National Bank of Commerce, Custodian, FBO the Great Plains
Equity Fund, Lincoln, Nebraska, owned of record approximately 5,952,216 (99.97%)
of the International Equity Fund.

Shareholders owning 25% or more of outstanding Shares may be in control and be
able to affect the outcome of certain matters presented for a vote of
shareholders.

TAX INFORMATION

FEDERAL INCOME TAX

The Funds intend to meet requirements of Subchapter M of the Internal Revenue
Code applicable to regulated investment companies. If these requirements are not
met, they will not receive special tax treatment and will pay federal income
tax.

Each Fund will be treated as a single, separate entity for federal income tax
purposes so that income earned and capital gains and losses realized by the
Trust's other portfolios will be separate from those realized by a Fund.

FOREIGN INVESTMENTS

If the Funds purchase foreign securities, their investment income may be subject
to foreign withholding or other taxes that could reduce the return on these
securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which a Fund
would be subject. The effective rate of foreign tax cannot be predicted since
the amount of Fund assets to be invested within various countries is uncertain.
However, the Funds intend to operate so as to qualify for treaty-reduced tax
rates when applicable.

Distributions from a Fund may be based on estimates of book income for the year.
Book income generally consists solely of the coupon income generated by the
portfolio, whereas tax-basis income includes gains or losses attributable to
currency fluctuation. Due to differences in the book and tax treatment of
fixed-income securities denominated in foreign currencies, it is difficult to
project currency effects on an interim basis. Therefore, to the extent that
currency fluctuations cannot be anticipated, a portion of distributions to
shareholders could later be designated as a return of capital, rather than
income, for income tax purposes, which may be of particular concern to simple
trusts.

If a Fund invests in the stock of certain foreign corporations, they may
constitute Passive Foreign Investment Companies (PFIC), and the Fund may be
subject to Federal income taxes upon disposition of PFIC investments.

If more than 50% of the value of a Fund's assets at the end of the tax year is
represented by stock or securities of foreign corporations, the Fund intends to
qualify for certain Code stipulations that would allow shareholders to claim a
foreign tax credit or deduction on their U.S. income tax returns. The Code may
limit a shareholder's ability to claim a foreign tax credit. Shareholders who
elect to deduct their portion of a Fund's foreign taxes rather than take the
foreign tax credit must itemize deductions on their income tax returns.

STATE TAXES

Distributions on the Tax-Free Bond Fund representing net interest received on
tax-exempt Municipal Securities are not necessarily free from income taxes of
any state or local taxing authority, although they may be exempt from Nebraska
personal income tax. State laws differ on this issue and you should consult your
tax adviser for specific details regarding the status of your account under
state and local tax laws, including treatment of distributions as income or
return of capital.

NEBRASKA TAXES

Under existing Nebraska laws, distributions made by the Tax-Free Bond Fund will
not be subject to Nebraska income taxes to the extent that such distributions
qualify as exempt-interest dividends under the Internal Revenue Code, and
represent (i) interest from obligations of Nebraska, its political subdivisions,
authorities, commissions or instrumentalities; or (ii) interest from obligations
of the United States and its territories and possessions or of any authority,
commission, or instrumentality of the United States to the extent exempt from
state income taxes under the laws of the United States. Conversely, to the
extent that distributions made by the Tax-Free Bond Fund are attributable to
other types of obligations, such distributions will be subject to Nebraska
income taxes.

WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?

BOARD OF TRUSTEES

The Board is responsible for managing the Trust's business affairs and for
exercising all the Trust's powers except those reserved for the shareholders.
Information about each Board member is provided below and includes each
person's: name, address, birth date, present position(s) held with the Trust;
principal occupations for the past five years and positions held prior to the
past five years; and total compensation received as a Trustee from the Trust for
its most recent fiscal year. The Trust is comprised of five funds.

A pound sign (#) denotes a Member of the Board's Executive Committee, which
handles the Board's responsibilities between its regularly scheduled meetings.

<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------------------------------------------------------------------------------
NAME

BIRTH DATE AGGREGATE
ADDRESS PRINCIPAL OCCUPATIONS COMPENSATION
POSITION WITH TRUST FOR PAST FIVE YEARS FROM TRUST

- ------------------------ Consultant, First Commerce Bancshares, Inc.; -------------
HUGH HANSEN# Formerly, President, COO and Director, First $5,500
Birth Date: September Commerce Bancshares, Inc.; Formerly, Vice
27, 1927 Chairman and Director, National Bank of
1325 Fall Creek Road Commerce; Formerly, Chairman and Director,
Lincoln, NE 68510 North Platte National Bank; Formerly,
TRUSTEE Director, First National Bank, Kearney, NE,
McCook, NE and West Point, NE; Formerly,
Director, First Commerce Mortgage Co.;
Formerly, Director, Overland National Bank;
Formerly, Director, NBC Computer Services

Corporation.

- ------------------------ Formerly, Chairman and CEO, Lincoln Mutual -------------
GEORGE E. HOWARD# Life Insurance Company. $5,900

Birth Date: August 11,
1924
3901 South 27th Street,

#50
Lincoln, NE 68508

TRUSTEE

- ------------------------ Foundation Distinguished Professor, President -------------
DR. MARTIN A MASSENGALE Emeritus, Director of Center for Grassland $5,900
Birth Date: October 25, Studies, University of Nebraska; Director,
1933 IBP, Inc., America First Companies LLC, and

220 Keim Hall Woodmen Life and Accident Company.
University of
Nebraska-Lincoln

Lincoln, NE 68583-0953

TRUSTEE

- ------------------------ Vice President and Chief Financial Officer, -------------
KEITH C. MITCHELL MDS-Harris; Financial Consultant; Director, $5,500
Birth Date: September Cliff Notes, Inc.; Former General Partner,

25, 1943 Deloitte & Touche LLP.
2331 Woodscrest Ave.

Lincoln, NE 68502

TRUSTEE

- ------------------------ Trustee or Director of some of the Funds in $0
EDWARD C. GONZALES the Federated Fund Complex; President,
Birth Date: October 22, Executive Vice President and Treasurer of
1930 some of the Funds in the Federated Fund
Federated Investors Complex; Vice Chairman, Federated Investors,
Tower Inc.; Vice President, Federated Investment
1001 Liberty Avenue Management Company and Federated Investment
Pittsburgh, PA Counseling, Federated Global Investment
PRESIDENT Management Corp. and Passport Research, Ltd.;
Executive Vice President and Director,
Federated Securities Corp.; Trustee,
Federated Shareholder Services Company.

- ------------------------ Chairman and Chief Executive Officer, First -------------
JAMES STUART, III Commerce Investors, Inc.; Director, First $0
Birth Date: December 4, Commerce Bancshares, Inc.; Director, National
1963 Bank of Commerce; Chief Investment Officer
610 NBC Center and Secretary, Stuart Global Investment
Lincoln, NE 68508 Company, BVI; James Stuart, III, Sole
VICE PRESIDENT Proprietorship, Consultant; Executive Vice
President, Stuart Investment Co.

- ------------------------ Great Plains Funds Product Manager since -------------
COLLEEN AVERY 1999; Mutual Fund Administrator, SMITH HAYES $0
Birth Date: February Financial Services Corp. from 1997 to 1998;
14, 1961 Great Plains Investment Operations
610 NBC Center Coordinator, Security Mutual Life Insurance

Lincoln, NE 68508 Company from 1984 to 1996.
VICE PRESIDENT

- ------------------------ Vice President, First Commerce Investors, -------------
ANNE E. HANSEN Inc. $0

Birth Date: October 3,

1960

610 NBC Center

Lincoln, NE 68508

VICE PRESIDENT

- ------------------------ Assistant Vice President, Federated Services -------------
BETH S. BRODERICK Company since 1997; Client Services Officer, $0
Birth Date: August 2, Federated Services Company from 1992 to 1997.

1965 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA VICE PRESIDENT
AND TREASURER

- ------------------------ Corporate Counsel, Federated Services Company. -------------
GAIL CAGNEY $0

Birth Date: October 26,

1953

Federated Investors
Tower
1001 Liberty Avenue
Pittsburgh, PA

SECRETARY
</TABLE>

INVESTMENT ADVISER

The Adviser, a wholly owned subsidiary of First Commerce Bancshares, Inc.,
conducts investment research and makes investment decisions for the Funds.

The Adviser shall not be liable to the Trust or any Fund shareholder for any
losses that may be sustained in the purchase, holding, or sale of any security
or for anything done or omitted by it, except acts or omissions involving
willful misfeasance, bad faith, gross negligence, or reckless disregard of the
duties imposed upon it by its contract with the Trust.

OTHER RELATED SERVICES

Affiliates of the Adviser may, from time to time, provide certain electronic
equipment and software to institutional customers in order to facilitate the
purchase of Fund Shares offered by the Distributor.

BROKERAGE TRANSACTIONS

When selecting brokers and dealers to handle the purchase and sale of portfolio
instruments, the Adviser looks for prompt execution of the order at a favorable
price. The Adviser will generally use those who are recognized dealers in
specific portfolio instruments, except when a better price and execution of the
order can be obtained elsewhere. The Adviser may select brokers and dealers
based on whether they also offer research services (as described below). In
selecting among firms believed to meet these criteria, the Adviser may give
consideration to those firms which have sold or are selling Shares of the Funds
and other funds distributed by the Distributor and its affiliates. The Adviser
makes decisions on portfolio transactions and selects brokers and dealers
subject to review by the Funds' Board.

RESEARCH SERVICES

Research services may include information pertaining to investing in securities;
security analysis and reports; economic studies; industry studies; receipt of
quotations for portfolio evaluations; and similar services. Research services
may be used by the Adviser in advising its other clients. To the extent that
receipt of these services may replace services for which the Adviser or its
affiliates might otherwise have paid, it would tend to reduce expenses. The
Adviser and its affiliates exercise reasonable business judgment in selecting
those brokers who offer brokerage and research services to execute securities
transactions. They determine in good faith that commissions charged are
reasonable in relationship to the value of the brokerage and research services
provided.

For the fiscal year ended August 31, 1999, the Funds' Adviser directed
brokerage transactions to certain brokers due to research services they
provided. The total amount of these transactions was $13,732,709 for which the
Funds paid $43,073 in brokerage commissions.

Investment decisions for the Funds are made independently from those of other
client accounts managed by the Adviser. When the Funds and one or more of those
client accounts invests in, or disposes of, the same security, available
investments or opportunities for sales will be allocated among the Funds and the
client account(s) in a manner believed by the Adviser to be equitable. While the
coordination and ability to participate in volume transactions may benefit the
Funds, it is possible that this procedure could adversely impact the price paid
or received and/or the position obtained or disposed of by the Funds.

<PAGE>

ADMINISTRATOR

Federated Services Company, a subsidiary of Federated, provides administrative
personnel and services (including certain legal and financial reporting
services) necessary to operate the Funds. Federated Services Company provides
these at the following annual rate of the average aggregate daily net assets of
the Trust as specified below:

MAXIMUM ADMINISTRATIVE AVERAGE AGGREGATE DAILY NET ASSETS OF THE TRUST
FEE
0.150 of 1% on the first $250 million

- -------------------------
0.125 of 1% on the next $250 million
- -------------------------
0.100 of 1% on the next $250 million
- -------------------------
0.075 of 1% on assets in excess of $750 million
- -------------------------

The administrative fee received during any fiscal year shall be at least $75,000
per portfolio and $30,000 per each additional class of Shares. Federated
Services Company may voluntarily waive a portion of its fee and may reimburse
the Funds for expenses.

Federated Services Company also provides certain accounting and recordkeeping
services with respect to the Funds' portfolio investments for a fee based on
Fund assets plus out-of-pocket expenses.

CUSTODIAN

National Bank of Commerce, Lincoln, Nebraska, is custodian for the securities
and cash of the Funds. Subject to arrangements approved by the Trustees, the
Bank may place the securities and cash of the Funds with other qualified
custodial entities.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Services Company, through its registered transfer agent subsidiary,
Federated Shareholder Services Company, maintains all necessary shareholder
records. The Funds pay the transfer agent a fee based on the size, type, and
number of accounts and transactions made by shareholders.

INDEPENDENT AUDITORS

The independent auditor for the Funds, Deloitte & Touche LLP, plans and performs
its audit so that it may provide an opinion as to whether the Funds' financial
statements and financial highlights are free of material misstatements.

<PAGE>

FEES PAID BY THE FUNDS FOR SERVICES

- --------------------- ----------------------------- ------------------------------
FUND ADVISORY FEE PAID/ ADMINISTRATIVE FEE PAID/
ADVISORY FEE WAIVED ADMINISTRATIVE FEE WAIVED

------------------------------
----------------------------- ------------------------------
FOR THE FISCAL YEAR ENDED FOR THE FISCAL YEAR ENDED

AUGUST 31, AUGUST 31,

----------------------------- ------------------------------
-------------------------------------------------------------
1999 19981 1999 19981
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------
EQUITY FUND $1,427,595/ $1,358,809/ $262,403/ $252,570/
$461,955 $2,159 $0 $0
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
INTERNATIONAL $769,782/ N/A $84,871/ N/A
EQUITY FUND2 $0 $0
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
PREMIER FUND $232,424/ $223,127 $32,041/ $75,000/
$46,485 $44,836 $0 $43,913
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
INTERMEDIATE BOND $687,440/ $624,053/ $189,531/ $174,007/
FUND $0 $987 $0 $0
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
TAX-FREE BOND FUND $340,937/ $299,741/ $94,008/ $83,702/
$0 $865 $0 $0
- ----------------------------------------------------------------------------------

</TABLE>

1 For the period from September 29, 1997 (date of initial public investment) to
August 31, 1998. 2 For the period from September 8, 1998 (date of initial public
investment) to August 31, 1999.

HOW DO THE FUNDS MEASURE PERFORMANCE?

The Funds may advertise Share performance by using the Securities and Exchange
Commission's (SEC) standard method for calculating performance applicable to all
mutual funds. The SEC also permits this standard performance information to be
accompanied by non-standard performance information. Share performance reflects
the effect of non-recurring charges, such as maximum sales charges, which, if
excluded, would increase the total return and yield. The performance of Shares
depends upon such variables as: portfolio quality; average portfolio maturity;
type and value of portfolio securities; changes in interest rates; changes or
differences in the Funds' expenses; and various other factors. Share
performance fluctuates on a daily basis largely because security prices and net
earnings fluctuate daily. Both net earnings and offering price or NAV per Share
are factors in the computation of SEC yield and total return.

<PAGE>

AVERAGE ANNUAL TOTAL RETURNS AND YIELD

<PAGE>

- ----------------- -------------- --------------- -----------------
FUND AVERAGE SEC YIELD TAX EQUIVALENT
ANNUAL TOTAL for the 30-day YIELD2

RETURN period ended for the 30-day
for the August 31, 1999 period ended

following August 31, 1999
periods

ended August
31, 1999:
One Year/

Five Years/
Ten Years/

Since
Inception

-------------- --------------- -----------------
- ----------------- -------------- --------------- -----------------
EQUITY FUND 13.09%/

16.66%/ --- ---
11.07%/
---
- ----------------- -------------- --------------- -----------------
- ----------------- -------------- --------------- -----------------
INTERNATIONAL ---/

EQUITY FUND ---/ --- ---
---/
7.05%1

- ----------------- -------------- --------------- -----------------
- ----------------- -------------- --------------- -----------------
PREMIER FUND 1.26%/

11.73%/ --- ---
8.81%/
---
- ----------------- -------------- --------------- -----------------
- ----------------- -------------- --------------- -----------------
INTERMEDIATE (2.99%)/

BOND FUND 6.01%/ 5.66% ----
6.82%/
---
- ----------------- -------------- --------------- -----------------
- ----------------- -------------- --------------- -----------------
TAX-FREE BOND (2.44%)/

FUND 4.01%/ 3.85% 6.37%
4.95%/
---
- ----------------- -------------- --------------- -----------------
1 For the period from September 8, 1998 (date of initial public investment) to
August 31, 1999.

2 The tax-equivalent yield of the Tax-Free Bond Fund is calculated similarly to
the yield, but is adjusted to reflect the taxable yield that the Fund would
have had to earn to equal its actual yield, assuming a 39.6% tax rate (the
maximum marginal federal rate for individuals) and assuming that income is
100% tax-exempt.

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions. The average annual total return for Shares is the
average compounded rate of return for a given period that would equate a $1,000
initial investment to the ending redeemable value of that investment. The ending
redeemable value is computed by multiplying the number of Shares owned at the
end of the period by the NAV per Share at the end of the period. The number of
Shares owned at the end of the period is based on the number of Shares purchased
at the beginning of the period with $1,000, less any applicable sales charge,
adjusted over the period by any additional Shares, assuming the annual
reinvestment of all dividends and distributions at NAV.

SEC YIELD AND TAX EQUIVALENT YIELD

The SEC yield of Shares is calculated by dividing: (i) the net investment income
per Share earned by the Shares over a 30-day period; by (ii) the maximum
offering price per Share on the last day of the period. This number is then
annualized using semi-annual compounding. This means that the amount of income
generated during the 30-day period is assumed to be generated each month over a
12-month period and is reinvested every six months. The tax-equivalent yield of
Shares is calculated similarly to the yield, but is adjusted to reflect the
taxable yield that Shares would have had to earn to equal the actual yield,
assuming a specific tax rate. The SEC yield and tax-equivalent yield do not
necessarily reflect income actually earned by Shares because of certain
adjustments required by the SEC and, therefore, may not correlate to the
dividends or other distributions paid to shareholders.

To the extent investment professionals and broker/dealers charge fees in
connection with services provided in conjunction with an investment in Shares,
the Share performance is lower for shareholders paying those fees.

TAX EQUIVALENCY TABLE

Set forth below are samples of tax-equivalency tables that may be used in
advertising and sales literature. These tables are for illustrative purposes
only and are not representative of past or future performance of the Tax-Free
Bond Fund. The interest earned by the municipal securities owned by the Tax-Free
Bond Fund generally remains free from federal regular income tax and is often
free from state and local taxes as well. However, some of the Tax-Free Bond
Fund's income may be subject to the federal alternative minimum tax and state
and/or local taxes.

TAX EQUIVALENCY TABLE

TAXABLE YIELD EQUIVALENT FOR 1999 - STATE OF NEBRASKA

COMBINED FEDERAL AND STATE
<S> <C> <C> <C> <C> <C>
INCOME TAX BRACKET: 20.01% 34.68% 37.68% 42.68% 46.28%
- -------------------------------------------------------------------------------------------------
Joint Return $1-43,050 $43,051-104,05$104,051-158,550$158,551-283,15Over
283,150

Single Return $1-25,750 $25,751-62,450$62,451-130,250 $130,251-283,15Over
283,150
TAX EXEMPT YIELD: TAXABLE YIELD EQUIVALENT:

- --------------------------------
2.00% 2.50% 3.06% 3.21% 3.49% 3.72%
2.50% 3.13% 3.83% 4.01% 4.36% 4.65%
3.00% 3.75% 4.59% 4.81% 5.23% 5.58%
3.50% 4.38% 5.36% 5.62% 6.11% 6.52%
4.00% 5.00% 6.12% 6.42% 6.98% 7.45%
4.50% 5.63% 6.89% 7.22% 7.85% 8.38%
5.00% 6.25% 7.65% 8.02% 8.72% 9.31%
5.50% 6.88% 8.42% 8.83% 9.60% 10.24%
6.00% 7.50% 9.19% 9.63% 10.47% 11.17%
6.50% 8.13% 9.95% 10.43% 11.34% 12.10%
- --------------------------------
NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN CALCULATING THE
TAXABLE YIELD EQUIVALENT. FURTHERMORE, ADDITIONAL STATE AND LOCAL TAXES PAID ON
COMPARABLE TAXABLE INVESTMENTS WERE NOT USED TO INCREASE FEDERAL DEDUCTIONS.

<PAGE>

TAXABLE YIELD EQUIVALENT FOR 1999 MULTISTATE MUNICIPAL FUND

FEDERAL INCOME TAX BRACKET: 15.00% 28.00% 31.00% 36.00% 39.60%
Joint Return $1-43,050 $43,051-104,05$104,051-158,550$158,551-283,150 Over
283,150
Single Return $1-25,750 $25,751-62,450$62,451-130,250 $130,251-283,150 Over
283,150
TAX EXEMPT YIELD: TAXABLE YIELD EQUIVALENT:

- --------------------------------
1.00% 1.18% 1.39% 1.45% 1.56% 1.66%
1.50% 1.76% 2.08% 2.17% 2.34% 2.48%
2.00% 2.35% 2.78% 2.90% 3.13% 3.31%
2.50% 2.94% 3.47% 3.62% 3.91% 4.14%
3.00% 3.53% 4.17% 4.35% 4.69% 4.97%
3.50% 4.12% 4.86% 5.07% 5.47% 5.79%
4.00% 4.71% 5.56% 5.80% 6.25% 6.62%
4.50% 5.29% 6.25% 6.52% 7.03% 7.45%
5.00% 5.88% 6.94% 7.25% 7.81% 8.28%
5.50% 6.47% 7.64% 7.97% 8.59% 9.11%
6.00% 7.06% 8.33% 8.70% 9.38% 9.93%
6.50% 7.65% 9.03% 9.42% 10.16% 10.76%
7.00% 8.24% 9.72% 10.14% 10.94% 11.59%
7.50% 8.82% 10.42% 10.87% 11.72% 12.42%
8.00% 9.41% 11.11% 11.59% 12.50% 13.25%
- --------------------------------
</TABLE>

NOTE:THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN CALCULATING THE
TAXABLE YIELD EQUIVALENT.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o charts, graphs and illustrations using the Funds' returns, or returns in
general, that demonstrate investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Funds; and

o information about the mutual fund industry from sources such as the
Investment Company Institute.

The Funds may compare their performance, or performance for the types of
securities in which it invests, to a variety of other investments, including
federally insured bank products such as bank savings accounts, certificates of
deposit, and Treasury bills.

The Funds may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of Share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Funds use in advertising may include:

i MORGAN STANLEY CAPITAL INTERNATIONAL EUROPE, AUSTRALIA AND FAR EAST INDEX
(EAFE) is a market capitalization weighted foreign securities index, which
is widely used to measure the performance of European, Australian and New
Zealand, and Far Eastern stock markets. The index covers approximately
1,020 companies drawn from 18 countries in the above regions. The index
values its securities daily in both U.S. dollars and local currency and
calculates total returns monthly. EAFE U.S. dollar total return is a net
dividend figure less Luxembourg withholding tax. The EAFE is monitored by
Capital International, S.A., Geneva, Switzerland.

i LIPPER ANALYTICAL SERVICES, INC. ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes
the reinvestment of all capital gains distributions and income dividends
and takes into account any change in net asset value over a specific period
of time. From time to time, a Fund will quote its Lipper ranking in the
growth and income category in advertising and sales literature.

i CONSUMER PRICE INDEX is generally considered to be a measure of inflation.

i DOW JONES INDUSTRIAL AVERAGE ("DJIA") is an unmanaged index representing
share prices of major industrial corporations, public utilities, and
transportation companies. Produced by the Dow Jones & Company, it is cited
as a principal indicator of market conditions.

i STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS is a
composite index of common stocks in industry, transportation, financial,
and public utility companies. The Standard & Poor's index assumes
reinvestment of all dividends paid by stocks listed on the index. Taxes due
on any of these distributions are not included, nor are brokerage or other
fees calculated in the Standard & Poor's figures.

i MORNINGSTAR, INC., an independent rating service, is the publisher of the
bi-weekly MUTUAL FUND VALUES. MUTUAL FUND VALUES rates more than 1,000
Nasdaq-listed mutual funds of all types, according to their risk-adjusted
returns. The maximum rating is five stars, and ratings are effective for
two weeks.

i BANK RATE MONITOR NATIONAL INDEX, Miami Beach, Florida, is a financial
reporting service which publishes weekly average rates of 50 leading bank
and thrift institution money market deposit accounts. The rates published
in the index are an average of the personal account rates offered on the
Wednesday prior to the date of publication by ten of the largest banks and
thrifts in each of the five largest Standard Metropolitan Statistical
Areas. Account minimums range upward from $2,500 in each institution and
compounding methods vary. If more than one rate is offered, the lowest rate
is used. Rates are subject to change at any time specified by the
institution.

i THE S&P/BARRA VALUE INDEX AND THE S&P/BARRA GROWTH INDEX are constructed by
Standard & Poor's and BARRA, Inc., an investment technology and consulting
company, by separating the S&P 500 Index into value stocks and growth
stocks. The S&P/BARRA Growth and S&P/BARRA Value Indices are constructed by
dividing the stocks in the S&P 500 Index according to their price-to-book
ratios. The S&P/BARRA Growth Index, contains companies with higher
price-to-earnings ratios, low dividends yields, and high earnings growth
(concentrated in electronics, computers, health care, and drugs). The Value
Index contains companies with lower price-to-book ratios and has 50% of the
capitalization of the S&P 500 Index. These stocks tend to have lower
price-to-earnings ratios, high dividend yields, and low historical and
predicted earnings growth (concentrated in energy, utility and financial
sectors). The S&P/BARRA Value and S&P/BARRA Growth Indices are
capitalization-weighted and rebalanced semi-annually. Standard &
Poor's/BARRA calculates these total return indices with dividends
reinvested.

i STANDARD & POOR'S MIDCAP 400 STOCK PRICE INDEX is a composite index of 400
common stocks with market capitalizations between $200 million and $7.5
billion in industry, transportation, financial, and public utility
companies. The Standard & Poor's index assumes reinvestment of all
dividends paid by stocks listed on the index. Taxes due on any of these
distributions are not included, nor are brokerage or other fees calculated
in the Standard & Poor's figures.

i MERRILL LYNCH 1-3 YEAR TREASURY INDEX is an unmanaged index tracking
short-term U.S. government securities with maturities between 1 and 2.99
years. The index is produced by Merrill Lynch, Pierce, Fenner & Smith, Inc.

i MERRILL LYNCH CORPORATE & GOVERNMENT MASTER INDEX is an unmanaged index
comprised of approximately 4,821 issues which include corporate debt
obligations rated BBB or better and publicly issued, non-convertible
domestic debt of the U.S. government or any agency thereof. These quality
parameters are based on composites of ratings assigned by Standard & Poor's
and Moody's Investors Service, Inc. Only notes and bonds with a minimum
maturity of one year are included.

i MERRILL LYNCH CORPORATE A-RATED (1-3 YEAR) BOND INDEX is a universe of
corporate bonds and notes with maturities between 1-3 years and rated A3 or
higher.

i LEHMAN BROTHERS GOVERNMENT/CORPORATE (TOTAL) INDEX is comprised of
approximately 5,000 issues which include: non-convertible bonds publicly
issued by the U.S. government or its agencies; corporate bonds
guaranteed by the U.S. government and quasi-federal corporation; and
publicly issued, fixed rate, non-convertible domestic bonds of companies
in industry, public utilities, and finance. The average maturity of
these bonds approximates nine years. Traced by Lehman Brothers, Inc.,
the index calculates total return for one-month, three-month,
twelve-month, and ten-year periods and year-to-date.

i LEHMAN BROTHERS GOVERNMENT/CORPORATE INDEX (5-10) is composed of all
bonds that are investment grade rated Baa or higher by Moody's or BBB or
higher by S&P, if unrated by Moody's. Issues must have maturities
between 5 and 9.99 years. Total return comprises price
appreciation/depreciation and income as a percentage of the original
investment.

o LEHMAN BROTHERS INTERMEDIATE GOVERNMENT/CORPORATE BOND INDEX is a universe of
government and corporate bonds rated BBB or higher with maturities between 1-10
years.

i THE SALOMON BROTHERS TOTAL RATE-OF-RETURN INDEX for mortgage pass
through securities reflects the entire mortgage pass through market and
reflects their special characteristics. The index represents data
aggregated by mortgage pool and coupon within a given sector. A market
weighted portfolio is constructed considering all newly created pools
and coupons.

i THE MERRILL LYNCH TAXABLE BOND INDICES include U.S. Treasury and agency
issues and were designed to keep pace with structural changes in the
fixed income market. The performance indicators capture all rating
changes, new issues, and any structural changes of the entire market.

i LEHMAN BROTHERS MORTGAGE-BACKED SECURITIES INDEX is a universe of fixed
rate securities backed by mortgage pools of Government National Mortgage
Association (GNMA), Federal Home Loan Mortgage Corp. (FHLMC), and
Federal National Mortgage Association (FNMA).

i LEHMAN BROTHERS MUNICIPAL INDEX/ 7 YEAR is an unmanaged index of
municipal bonds issued after January 1, 1991 with a minimum credit
rating of at least Baa, been issued as part of a deal of at least $50
million, have a maturity value of at least $3 million and a maturity
range of 4-6 years. As of January 1996, the index also includes zero
coupon bonds and bonds subject to the Alternative Minimum Tax.

i LEHMAN BROTHERS FIVE-YEAR STATE GENERAL OBLIGATIONS BONDS is an index
comprised of all state general obligation debt issues with maturities
between four and six years. These bonds are rated A or better and
represent a variety of coupon ranges. Index figures are total returns
calculated for one, three, and twelve month periods as well as
year-to-date. Total returns are also calculated as of the index
inception, December 31, 1979.

o 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.

i FINANCIAL TIMES ACTUARIES INDICES--INCLUDING THE FTA-WORLD INDEX (and
components thereof), are based on stocks in major world equity markets.

Investors may also review the fund evaluation consulting universes listed below.
Consulting universes may be composed of pension, profit sharing, commingled,
endowment/foundation, and mutual funds.

i FIDUCIARY CONSULTING GRID UNIVERSE, for example, is composed of over 1,000
funds, representing 350 different investment managers, divided into
subcategories based on asset mix. The funds are ranked quarterly based on
performance and risk characteristics.

i SEI DATA BASE for equity funds includes approximately 900 funds,
representing 361 money managers, divided into fund types based on investor
groups and asset mix. The funds are ranked every three, six, and twelve
months.

i MERCER MEIDINGER, INC. compiles a universe of approximately 600 equity
funds, representing about 500 investment managers, and updates their
rankings each calendar quarter as well as on a one, three, and five year
basis.

FINANCIAL INFORMATION

The Financial Statements for the Funds for the fiscal year ended August 31,
1999, are incorporated herein by reference to the Annual Report to Shareholders
of the Funds dated August 31, 1999.

<PAGE>

INVESTMENT RATINGS

STANDARD AND POOR'S LONG-TERM DEBT RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher-rated issues only in small degree.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher-rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or BB-
rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B rating.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

MOODY'S INVESTORS SERVICE, INC. LONG-TERM BOND RATING DEFINITIONS

AAA--Bonds which are rated AAA are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as gilt
edged. Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated AA are judged to be of high quality by all standards.
Together with the AAA group, they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in AAA securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in AAA securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper-medium-grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated BAA are considered as medium-grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated CAA are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated CA represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest-rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH IBCA, INC. LONG-TERM DEBT RATING DEFINITIONS

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are imminent default in payment of interest or principal.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

PRIME-1--Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

Leading market positions in well-established industries;

High rates of return on funds employed;

Conservative capitalization structure with moderate reliance on debt and
ample asset protection;

Broad margins in earning coverage of fixed financial charges and high
internal cash generation; and

Well-established access to a range of financial markets and assured sources of
alternate liquidity.

PRIME-2--Issuers rated Prime-1 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

STANDARD AND POOR'S COMMERCIAL PAPER RATINGS

A-1--This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

<PAGE>

ADDRESSES

GREAT PLAINS FUNDS

Great Plains Equity Fund
Great Plains International Equity Fund
Great Plains Premier Fund
Great Plains Intermediate Bond Fund
Great Plains Tax-Free Bond Fund

5800 Corporate Drive
Pittsburgh, PA 15237-7010

DISTRIBUTOR
Edgewood Services, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237-7002

INVESTMENT ADVISER
First Commerce Investors, Inc.
610 NBC Center
Lincoln, Nebraska 68508

CUSTODIAN

National Bank of Commerce
1248 "O" Street
Lincoln, Nebraska 68508

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Federated Shareholder Services Company
P.O. Box 8600

Boston, MA 02266-8600

INDEPENDENT AUDITORS

Deloitte & Touche LLP
2500 One PPG Place
Pittsburgh, PA 15222

For Internal Use Only
Cusip 391163102
Cusip 391163201
Cusip 391163300
Cusip 391163409
Cusip 391163508

PART C. OTHER INFORMATION.

Item 23. Exhibits:

(a) Conformed Copy of Declaration of Trust of the Registrant; (1)

(b) Copy of By-Laws of the Registrant; (1)

(d) (i) Conformed Copy of Investment Advisory Contract of the Registrant; (3)

(ii-vi) Conformed Copy of Exhibits A through E to the
Investment Advisory Contract; (3)

(vii) Conformed Copy the Sub-Advisory Contract; (3)

(e) (i) Conformed Copy of Distributor's Contract of
the Registrant; (2)
(ii) Conformed Copy of Exhibit A to the
Distributor's Contract; (2)
(iii) Conformed Copy of Mutual Fund Sales and

Service Agreement; (2)
(f) Not applicable;

(g) (i) Conformed Copy of Custodian Contract of the
Registrant; (4)
(ii) Schedule of Compensation; (4)
(iii) Conformed Copy of Subcustody Agreement; (5)
(h) Conformed Copy of Agreement for Fund Accounting Services,
Administrative Services, and Transfer Agency Services of the
Registrant; (2)
(i) Conformed Copy of Opinion and Consent of Counsel as to legality of
shares being registered; (2)
(j) Conformed Copy of Consent of Independent Auditors; +
- -------------------------
+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Initial Registration
Statement on Form N-1A filed July 11, 1997 (File Nos. 333-31137 and
811-8281)

2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed September 10, 1997 (File Nos. 333-31137
and 811-8281)

3. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 on Form N-1A filed September 18, 1997 (File Nos. 333-31137
and 811-8281)

4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed October 2, 1997 (File Nos. 333-31137 and
811-8281)

5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 2 on Form N-1A filed April 14, 1998 (File Nos. 333-31137 and
811-8281)

6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed October 28, 1998 (File Nos. 333-31137
and 811-8281)

<PAGE>

(k) Not applicable;

(l) Conformed Copy of Initial Capital Understanding; (3)

(m) (i)Conformed Copy of Distribution Plan of
Registrant; (2) (ii) Conformed Copy of Exhibit A to
the Distribution Plan; (2)

(n) Copy of Financial Data Schedules; (6)
(o) Not applicable;
(p) Conformed Copy of Power of Attorney. +

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

None

Item 25. INDEMNIFICATION: (4)

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER:

(a) First Commerce Investors, Inc. is a registered investment
adviser providing investment management services to
individuals and institutional clients. First Commerce
Investors, Inc. is a wholly owned subsidiary of First
Commerce Bancshares, Inc., a multi-bank holding company
organized as a Nebraska corporation ("FCB"). Through its
subsidiaries and affiliates, FCB provides a comprehensive
range of trust, commercial, consumer, correspondent and
mortgage banking services. At December 31, 1998, FCB had
total assets of over $1 billion.

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

+ All exhibits have been filed electronically.

2. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on Form N-1A filed September 10, 1997 (File Nos. 333-31137
and 811-8281)

3. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 2 on Form N-1A filed September 18, 1997 (File Nos. 333-31137
and 811-8281)

4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 1 on Form N-1A filed October 2, 1997 (File Nos. 333-31137 and
811-8281)

6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on Form N-1A filed October 28, 1998 (File Nos. 333-31137
and 811-8281)

<PAGE>

Although First Commerce Investors, Inc. had not previously served
as an investment adviser to a mutual fund, it managed, on behalf
of its trust clients, eight common and collective investment
funds having a market value of approximately $412 million as of
July 31, 1997, the assets of which were transferred into
corresponding Funds of the Great Plains Funds.

The principal executive officers and directors of the Trust's
Investment Adviser are set forth in the following table. Unless
otherwise noted, the position listed under other Substantial
Business, Profession, Vocation, or Employment is with First
Commerce Investors, Inc.

(1) (2) (3)
NAME POSITION WITH ADVISER OTHER SUBSTANTIAL BUSINESS,
PROFESSION, VOCATION OR
EMPLOYMENT
<S> <C> <C>
James Stuart, III Chairman & CEO Chief Invest. Officer and
Sec., Stuart Global Invest.
Co., BVI; Consultant, J.
Stuart, III Sole
Proprietorship; Exec. V.P.,
Stuart Investment Co.;
Director, First Commerce
Bancshares
Director, National Bank of
Commerce

James Stuart, Jr. Vice Chairman, Director Chairman & CEO, First
Commerce Bancshares;
Chairman, National Bank of
Commerce

Harry Cameron Hinds President

Walter Bruce Remington, II Vice President Adjunct Faculty, U. of
Nebraska

Jerry Edward Beyke Vice President General Partner, Beyke Asset
Management

Bradley F. Korell Director President and Director,
National Bank of Commerce;
Director, First Commerce
Investors, Inc.

Anne Elizabeth Hansen Vice President

Robert A. Campbell Vice President

Stacy A. Auman Vice President

Roy Martin Otte Director

Christopher P. Sullivan Assistant Vice President

</TABLE>

ITEM 27. PRINCIPAL UNDERWRITERS:

(a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant:
Deutsche Portfolios, Deutsche Funds, Inc., Excelsior Funds,
Excelsior Funds, Inc., (formerly, UST Master Funds, Inc.),
Excelsior Institutional Trust, Excelsior Tax-Exempt Funds,
Inc. (formerly, UST Master Tax-Exempt Funds, Inc.), FTI
Funds, FundManager Portfolios, Great Plains Funds, Old
Westbury Funds, Inc., The Riverfront Funds, Robertsons
Stephens Investment Trust, WesMark Funds, WCT Funds.
<TABLE>
<CAPTION>

(b)

(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT

Lawrence Caracciolo Director, President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

Mark Crowley Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Christine Johnson Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

Ernest L. Linane Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

<PAGE>

Robert M. Rossi Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

Thomas R. Donahue Treasurer,
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

Dennis McAuley, III Assistant Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

Timothy S. Johnson Secretary, --
5800 Corporate Drive Edgewood Services, Inc.

Pittsburgh, PA 15237-7002

Victor R. Siclari Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

</TABLE>

Item 28. LOCATION OF ACCOUNTS AND RECORDS:

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:

Registrant Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779

(Notices should be sent to
the Agent for Service at above address.)

5800 Corporate Drive
Pittsburgh, PA 15237-7010

Federated Shareholder Services Federated Investors Tower
Company 1001 Liberty Avenue
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent and Portfolio

Accounting Services")

Federated Services Company Federated Investors Tower
("Administrator") 1001 Liberty Avenue

Pittsburgh, PA 15222-3779

National Bank of Commerce 1248 "O" Street
("Custodian") Lincoln, Nebraska 68508

<PAGE>

First Commerce Investors, Inc. 610 NBC Center
("Adviser") Lincoln, Nebraska 68508

Item 29. MANAGEMENT SERVICES: Not applicable.

Item 30. UNDERTAKINGS:

Registrant hereby undertakes to comply with the provisions of Section 16(c)
of the 1940 Act with respect to the removal of Trustees and the calling of
special shareholder meetings by shareholders.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, GREAT PLAINS FUNDS, certifies
that it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Pittsburgh and
Commonwealth of Pennsylvania, on the 27th day of December, 1999.

GREAT PLAINS FUNDS

BY: /s/ Gail Cagney
Gail Cagney

Attorney in Fact for Edward C. Gonzales
December 27, 1999

Pursuant to the requirements of the Securities Act of 1933, Registration
Statement has been signed below by the following person in the capacity and on
the date indicated:

NAME TITLE DATE

By:/s/ Gail Cagney Attorney In Fact December 27, 1999
Gail Cagney For the Persons
Listed Below

NAME TITLE

Edward C Gonzales* President

Beth S. Broderick* Vice President and
Treasurer
(Principal Financial
and Accounting Officer)

Hugh Hansen* Trustee

George E. Howard* Trustee

Dr. Martin A. Massengale* Trustee

Keith C. Mitchell* Trustee

* By Power of Attorney

EXHIBIT 23(J) UNDER FORM N-1A
EXHIBIT 24 UNDER ITEM 601/REG. S-K

INDEPENDENT AUDITORS' CONSENT

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

We consent to the incorporation by reference in this Post-Effective Amendment
No. 6 to Registration Statement (No. 333-31137) of Great Plains Funds of our
report dated October 20, 1999, appearing in the Combined Annual Report of Great
Plains Equity Fund, Great Plains International Equity Fund, Great Plains Premier
Fund, Great Plains Intermediate Bond Fund, and Great Plains Tax-Free Bond Fund
(each a portfolio of Great Plains Funds) for the year ended August 31, 1999, and
to the reference to us under the headings "Financial Highlights" in the
Prospectus, which is part of such Registration Statement.

/s/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP

Pittsburgh, Pennsylvania
December 27, 1999

EXHIBIT 23 (P) UNDER FORM N-1A
EXHIBIT 24 UNDER ITEM 601/REG. S-K

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and
appoints the Secretary, Assistant Secretary(ies) of GREAT PLAINS FUNDS and
Senior Corporate Counsel, Mutual Fund Services and each of them, their true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution for them and in their names, place and stead, in any and all
capacities, to sign any and all documents to be filed with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, by means of the
Securities and Exchange Commission's electronic disclosure system known as
EDGAR; and to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, and each of them, full power and authority to
sign and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.

SIGNATURES TITLE DATE

/S/ EDWARD C. GONZALES President December 6, 1999
Edward C. Gonzales (Chief Executive Officer)

/S/ BETH S. BRODERICK Treasurer and Vice President December 6, 1999
Beth S. Broderick (Chief Financial and Accounting
Officer)

/S/ GEORGE E. HOWARD Trustee December 6, 1999
George E. Howard

/S/ HUGH HANSEN Trustee December 6, 1999

Hugh Hansen

/S/ KEITH C MITCHELL Trustee December 6, 1999
Keith C. Mitchell

/S/ MARTIN A. MASSENGALE Trustee December 6, 1999
Martin A. Massengale

Sworn to and subscribed before me this 6th day of December, 1999

/S/ MADALINE P. KELLY

Notarial Seal
Madaline P. Kelly, Notary Public
Baldwin Boro, Allegheny County
My Commission Expires Feb. 22, 2000