Hibernia Funds N-30D 10/30/02

Class A Shares of the Fund Issued

Common Trust Funds
Net Assets Received

Unrealized Appreciation (1)

N-30D 1 form.htm Hibernia Funds N-30D 10/30/02

ANNUAL REPORT

AUGUST 31, 2002

[Logo of HIBERNIA FUNDS]

Hibernia Capital Appreciation Fund

Class A Shares

Class B Shares

Hibernia Louisiana Municipal Income Fund

Class A Shares

Class B Shares

Hibernia Mid Cap Equity Fund

Class A Shares

Class B Shares

Hibernia Total Return Bond Fund

Hibernia U.S. Government Income Fund

Hibernia Cash Reserve Fund

Class A Shares

Class B Shares

Hibernia U.S. Treasury Money Market Fund

Table of Contents



President’s Message		1


Management Discussion & Analysis		2


Portfolios of Investments		17


Notes to Portfolios of Investments		35


Statements of Assets and Liabilities		36


Statements of Operations		38


Statements of Changes in Net Assets		40


Financial Highlights		44


Combined Notes to Financial Statements		48


Report of Ernst & Young LLP Independent Auditors		57


Board of Trustees and Trust Officers		58

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Shares of Hibernia Funds are not deposits or obligations of Hibernia National Bank or its affiliates, are not endorsed or guaranteed by Hibernia National Bank or its affiliates, and are not insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency.

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Investment in the shares of Hibernia Funds involves investment risks, including the possible loss of principal amount invested.

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An investment in Hibernia Cash Reserve Fund and Hibernia U.S. Treasury Money Market Fund is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these Funds.

President’s Message

Dear Shareholder:

I’m pleased to present the Annual Report to Shareholders for the Hibernia Funds. The report covers the activity of the Hibernia Funds over the 12-month fiscal year period from September 1, 2001 through August 31, 2002. It includes an interview with each fund’s portfolio manager, as well as a complete listing of portfolio holdings and financial statements for each fund.

Uncertainty about the strength of the economy, corporate accounting scandals, and world conflict continued to impact the stock market during the reporting period under review. As a result, all of the major stock indexes recorded negative returns. The S&P 500 was down 17.99%, the S&P 400 Mid Cap was down 9.24% and the S&P Small Cap 600 was down 9.53%.* In this environment, the Hibernia stock funds—Hibernia Capital Appreciation Fund and Hibernia Mid Cap Equity Fund—also recorded negative returns, but continued to turn in competitive results for the reporting period compared to their benchmarks.

In contrast, fixed income portfolios continued to record positive returns. The Hibernia Total Return Bond Fund, Hibernia Louisiana Municipal Income Fund and Hibernia U.S. Government Income Fund, in addition to providing income, continued to add a level of diversification and help reduce the volatility of investors’ stock portfolios.

In addition, Hibernia Cash Reserves Fund and Hibernia U.S. Treasury Money Market Fund continued to provide a highly conservative haven where cash earned a competitive level of income on a daily basis.

While the current decline in stocks has been long, bear markets don’t last forever. Always keep in mind the importance of diversification and a long-term perspective when evaluating your stock investments.

Thank you for keeping your money working in the key financial markets through the professional management and diversification of the Hibernia Funds. We’re committed to providing you with the highest level of service as we keep you up-to-date on your investment progress.

Sincerely,

/s/ Edward C. Gonzales

Edward C. Gonzales

President,

October 15, 2002

The S&P 500 is a capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The S&P 400 Mid Cap is a capitalization-weighted index of common stocks representing all major industries in the mid-range of the U.S. stock market. The S&P SmallCap 600 Index is a capitalization-weighted index representing all major industries in the small-cap range of the U.S. stock market. Indexes are unmanaged and investments cannot be made in an index.

Management Discussion & Analysis

Hibernia Capital Appreciation Fund

Annual Report/12-month period from September 1, 2001 through August 31, 2002

What is your review of the fund’s fiscal year, which saw stocks continue to struggle?

The Hibernia Capital Appreciation Fund produced competitive returns versus its peers, including the Standard & Poor’s 500 Index (S&P 500) during the fiscal year ended August 31, 2002. This was accomplished by continuing to emphasize diversification and high quality in selecting stocks for the fund’s portfolio. This approach afforded maximum protection in a difficult stock market environment.

Q	In this environment, what was the fund’s total return for the 12-month reporting period ended August 31, 2002 versus its benchmark, the S&P 500?

A	The fund’s Class A Shares had a total return of (17.18)% for the reporting period ended August 31, 2002, based on net asset value.* The S&P 500 had a return of (17.99)% for the same reporting period.

Q	A host of issues—world conflict, terrorism, corporate accounting scandals and uncertainty about the degree of economic recovery—combined to keep investors on the sidelines. At this point, what is your outlook for stocks?

At this point, it would appear that the stock market, on a fundamental basis, has discounted most of the bad news as described in the question above. The economy, as a whole, continues to improve. This should translate into better earnings results as we approach 2003. We feel that next year should be a better year for large cap stock performance.

Total returns, based on net asset value and redemption value, for Class B Shares was (17.83)%, and (22.15)%, respectively, for the reporting period. Total return, based on offering price, for Class A Shares was (20.90)% for the reporting period. The maximum sales charge is 4.50% for Class A Shares. The maximum contingent deferred sales charge is 5.50% for Class B Shares.

Hibernia Capital Appreciation Fund—Class A Shares

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia Capital Appreciation Fund—Class A Shares (the “Fund”) from August 31, 1992 to August 31, 2002, compared to the Standard & Poor’s 500 Index (S&P 500).²

Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

Represents a hypothetical investment of $10,000 in the Fund after deducting the original maximum sales charge of 4.50% ($10,000 investment minus $450 sales charge = $9,550). For the period from October 31, 1993 to August 31, 1996, the sales charge was reduced to 3.00%. Effective September 1, 1996, the maximum sales charge was changed to 4.50%. The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities in the index.

The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged. Investments cannot be made in an index.

Total returns quoted reflect the current 4.50% sales charge.

Hibernia Capital Appreciation Fund—Class B Shares

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia Capital Appreciation Fund—Class B Shares (the “Fund”) from December 2, 1996 (start of performance) to August 31, 2002, compared to the Standard & Poor’s 500 Index (S&P 500).²

Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund reflects a 1.00% contingent deferred sales charge on any redemption less than six years from the purchase date. The maximum contingent deferred sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 500 has been adjusted to reflect reinvestment of dividends on securities in the index.

Total returns quoted reflect all applicable contingent deferred sales charges.

Hibernia Louisiana Municipal Income Fund

Annual Report/12-month period from September 1, 2001 through August 31, 2002

What are your comments on the continued positive environment for municipal bonds?

Municipal bond investors have enjoyed an historic rise in bond prices over the past several months. Global uncertainty about the U.S. economy, homeland security, scandalous corporate accounting and a declining stock market set off a stampede of investors wanting the safety of tax exempt bonds. And while rates have declined sharply, municipal bonds are still attractive investments for long term investors in higher tax brackets seeking tax exempt income.

How did the fund perform on a total return and income basis for the reporting period?

A	The fund’s Class A Shares enjoyed a total return of 5.32%, based on net asset value.* Of this return, 0.62% was price appreciation and 4.70% was income.

Q	Investors have been well-rewarded for holding municipal bonds during the reporting period. As we leave 2002, what do you see ahead?

We believe that municipal bonds prices are likely to remain stable for the next several months while the economy builds steam. The fundamentals of low inflation, improving industrial productivity and a mild recovery will keep interest rates historically low and help support municipal bond prices for the foreseeable future.

Past performance is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Total return for Class A Shares, based on offering price, was 2.17%, for the reporting period. The maximum sales charge is 3.00%. Class B Shares, which began operation on 11/15/2001, produced a total return of 3.60% based on net asset value and (1.90)% based on redemption value for the reporting period. The maximum contingent deferred sales charge is 5.50% for Class B Shares.

Income may be subject to the federal alternative miminimum tax.

Hibernia Louisiana Municipal Income Fund—Class A Shares

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia Louisiana Municipal Income Fund—Class A Shares (the “Fund”) from August 31, 1992 to August 31, 2002, compared to the Lehman Brothers Ten Year Insured Bond Index (LB10I).²

Represents a hypothetical investment of $10,000 in the Fund after deducting the original maximum sales charge of 4.50% ($10,000 investment minus $450 sales charge = $9,550). Effective October 31, 1993, the maximum sales charge was reduced to 3.00%. The Fund’s performance assumes the reinvestment of all dividends and distributions. The LB10I has been adjusted to reflect reinvestment of dividends on securities in the index.

The LB10I is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged. Investment cannot be made in an index.

Total returns quoted reflect the current 3.00% sales charge.

Hibernia Louisiana Municipal Income Fund—Class B Shares

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia Louisiana Municipal Income Fund—Class B Shares (the “Fund”) from November 15, 2001 (start of performance) to August 31, 2002, compared to the Lehman Brothers Ten Year Insured Bond Index (LB10I).²

Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund reflects a 5.50% contingent deferred sales charge on any redemption less than one year from the purchase date. The maximum contingent deferred sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund’s performance assumes the reinvestment of all dividends and distributions. The LB10I has been adjusted to reflect reinvestment of dividends on securities in the index.

Total return quoted reflects all applicable contingent deferred sales charges.

Hibernia Mid Cap Equity Fund

Annual Report/12-month period from September 1, 2001 through August 31, 2002

Q	Although mid cap stocks fared better than large caps, stocks, in general, struggled to regain their footing during the 12-month reporting period. What are your comments?

Against a background of uncertainty about an economic recovery, mid cap stocks performed relatively better than their large cap counterparts. This relative performance was due to the better reported earnings that mid cap stocks enjoyed during the reporting period. We expect this out-performance by mid cap stocks to continue as we look forward to an improving market environment in 2003.

Q	In this environment, how did the fund perform over the 12-month reporting period ended August 31, 2002?

A	The fund’s Class A Shares had a total return of (8.27)% for the reporting period ended August 31, 2002, based on net asset value.* This represented a slight advantage over the (9.24)% return for the Standard & Poor’s 400 Mid Cap Index.

Q	As we near the end of 2002, what is your outlook for mid cap stocks?

A	Mid cap stocks should continue to out-perform other sectors of the stock market. This is because mid cap stocks continue to show more positive earnings visibility relative to other sectors of the stock market.

Past performance is no guarantee of future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Total return, based on offering price, for Class A Shares was (12.40)% for the reporting period. Total returns, based on net asset value and redemption value, for Class B Shares was (8.87)%, and (13.85)%, respectively, for the reporting period. The maximum sales charge is 4.50% for Class A Shares. The maximum contingent deferred sales charge is 5.50% for Class B Shares.

Hibernia Mid Cap Equity Fund—Class A Shares

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia Mid Cap Equity Fund—Class A Shares (the “Fund”) from August 31, 1992² to August 31, 2002, compared to the Standard & Poor’s 400 Mid Cap Index (S&P 400).³

Represents a hypothetical investment of $10,000 in the Fund after deducting the original maximum sales charge of 4.50% ($10,000 investment minus $450 sales charge = $9,550), which was effective on July 13, 1998. The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 400 has been adjusted to reflect reinvestment of dividends on securities in the index.

Hibernia Mid Cap Equity Fund—Class A Shares is the successor to a common trust fund. The quoted performance data includes performance of the common trust fund for the period from 8/31/92 to 7/12/98 when the Fund first commenced operation, as adjusted to reflect the Fund’s anticipated expenses. The common trust fund was not registered under the Investment Company Act of 1940 (“1940 Act”) and, therefore, was not subject to certain investment restrictions imposed by the 1940 Act. If the common trust fund had been registered under the 1940 Act, the performance may have been adversely affected.

The S&P 400 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. The index is unmanaged. Investment cannot be made in an index.

⁴

Total returns quoted reflect the current 4.50% sales charge.

Hibernia Mid Cap Equity Fund—Class B Shares

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia Mid Cap Equity Fund—Class B Shares (the “Fund”) from July 13, 1998 (start of performance) to August 31, 2002, compared to the Standard & Poor’s 400 Mid Cap Index (S&P 400).²

Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund reflects a 2.00% contingent deferred sales charge on any redemption less than five years from the purchase date. The maximum contingent deferred sales charge is 5.50% on any redemption less than one year from the purchase date. The Fund’s performance assumes the reinvestment of all dividends and distributions. The S&P 400 has been adjusted to reflect reinvestment of dividends on securities in the index.

Total returns quoted reflect all applicable contingent deferred sales charges.

Hibernia Total Return Bond Fund

Annual Report/12-month period from September 1, 2001 through August 31, 2002

Q	What are your comments on the bond market, which continued to chug along in positive territory during the 12-month reporting period?

Most of the sectors of the bond market thrived on the uncertainty experienced over the past 12 months. Terrorist bombings, corporate accounting scandals, insider trading and recession were but a few of the major events with which investors were forced to contend. Treasury bonds, agency bonds and mortgage bonds were the clear winners while lower grade corporate bonds were clearly the loser. Over the past 12 months . . . quality was king.

How did the fund perform in terms of its income stream and total return?

A	The fund produced a total return during the reporting period of 5.39%, based on net asset value.* This compared to a 7.99% return for the Salomon Brothers Broad Investment-Grade Bond Index.** Of the fund’s return, (0.09)% was price depreciation and 5.48% was income.

What sectors of the bond market are you emphasizing in the fund’s portfolio?

A	We emphasized U.S. government agency notes and bonds as well as higher quality corporate bonds. The fund generally held an under weighting in lower yielding U.S. treasury notes and low quality corporate securities.

What is your outlook for the bond market as we leave 2002?

A	Given the extraordinary decline in interest rates to near 40 year lows, we believe further significant appreciation in bond prices is unlikely. We do believe that low inflation, higher productivity and a mild economic recovery will bode well for stable interest rates for the foreseeable future.

Past performance is no guarantee of future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Total return, based on offering price, was 2.27%, for the reporting period. The maximum sales charge is 3.00% for the fund. As of August 31, 2002, the 30-day SEC yield was 4.03% at net asset value and 3.91% at offering price.

Salomon Brothers Broad Investment-Grade Bond Index is an unmanaged market value-weighted index composed of over 4,000 individually priced securities with a quality rating of at least BBB. Each issue has a minimum maturity of one year with an outstanding par amount of at least $25 million. Investment cannot be made in an index.

Hibernia Total Return Bond Fund

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia Total Return Bond Fund (the “Fund”) from November 2, 1992 (start of performance) to August 31, 2002, compared to the Salomon Brothers Broad Investment-Grade Bond Index (“SBBIGBI”).²

Represents a hypothetical investment of $10,000 in the Fund after deducting the original maximum sales charge of 4.50% ($10,000 investment minus $450 sales charge = $9,550), which was effective on November 2, 1992. Effective May 1, 1994, the maximum sales charge was reduced to 3.00%. The Fund’s performance assumes the reinvestment of all dividends and distributions. The SBBIGBI has been adjusted to reflect reinvestment of dividends on securities in the index.

The SBBIGBI is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. This index is unmanaged. Investment cannot be made in an index.

Total returns quoted reflect the current 3.00% sales charge.

Hibernia U.S. Government Income Fund

Annual Report/12-month period from September 1, 2001 through August 31, 2002

Q	Bond investors continued to enjoy positive returns during the 12-month reporting period. What are your comments on the bond market’s extended period of positive gains?

The bond markets have continued to react positively to the weak economic environment. Yields across the maturity spectrum are near all-time lows, having earned bondholders significant positive total returns. The strongest sectors for the 12-month reporting period have generally been longer-dated maturities and U.S. government agency securities.

On a total return and income basis, how did the fund perform for the reporting period?

A	The fund achieved a total return of 7.39%, based on net asset value, for the 12-month reporting period ended August 31, 2002.* The 30-day SEC yield was 3.99%, based on net asset value, and 3.87%, based on offering price.

What is your outlook for bonds over the next six months?

A	With yields at near-historic lows, the future upside, in total return terms, seems limited. Global economic weakness is likely to continue, however, which would tend to keep a lid on bond yields. In this scenario, bondholders should expect to earn their coupons and be wary of maturity risk.

Hibernia U.S. Government Income Fund

Growth of a $10,000 Investment

The graph below illustrates the hypothetical investment of $10,000¹ in the Hibernia U.S. Government Income Fund (the “Fund”) from August 31, 1992 to August 31, 2002, compared to the Salomon Brothers Medium Term Broad Index (“SBMTBI”).²

Represents a hypothetical investment of $10,000 in the Fund after deducting the original maximum sales charge of 4.50% ($10,000 investment minus $450 sales charge = $9,550). Effective October 31, 1993, the maximum sales charge was reduced to 3.00%. The Fund’s performance assumes the reinvestment of all dividends and distributions. The SBMTBI has been adjusted to reflect reinvestment of dividends on securities in the index.

The SBMTBI is not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in the Fund’s performance. This index is unmanaged. Investment cannot be made in an index.

Total returns quoted reflect the current 3.00% sales charge.

Hibernia Cash Reserve Fund

Annual Report/12-month period from September 1, 2001 through August 31, 2002

Q	For investors, money market funds were more rewarding than equity funds for stability in difficult times. What are your comments on the short-term marketplace during the 12-month reporting period?

Money markets have indeed been a “safe-haven” for investors finally learning about risks in their equity investments. With the economy showing persistent signs of weakness, rates were driven lower. The U.S. Federal Reserve Bank reacted to the market and pushed the Fed Funds Target Rate to historically low levels. Furthermore, with little expectation of the economy strengthening, the money market yield curve was flat, both in terms of maturity and quality.

Q	As a result, where did the 7-day net yield of the fund stand at the beginning and end of the reporting period ended August 31, 2002?

A	The 7-day net yield for Class A Shares at the beginning of the reporting period was 2.67%, and 1.23% at the end of the 12-month reporting period.*

Q	In this low rate environment, what was your strategy in terms of the fund’s portfolio mix and average maturity during the reporting period?

The portfolio continued to be managed conservatively, with an emphasis on credit quality. Exposure to the more risky issuers in the commercial paper market was limited, with a significant portion of the fund invested in U.S. Government agency securities. Average maturity has been maintained in the short-to-medium range and was generally less than the average maturity for other funds.

Q	As signals seem to be mixed about the degree of projected economic recovery, what is your outlook for rates through the rest of the year and into 2003?

A	Short-term rates should remain low for the rest of this calendar year, with a slight possibility of going lower. This should continue into 2003, until more definitive signs of economic strengthening begin to appear.

An investment in money market funds is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these funds.

Past performance is no guarantee of future results. Yield will vary. The 7-day net yield for Class B Shares was 1.92% at the beginning of the reporting period and 0.98% at the end of the reporting period.

Hibernia U.S. Treasury Money Market Fund

Annual Report/12-month period from September 1, 2001 through August 31, 2002

Q	During the 12-month reporting period money market funds were more rewarding than equity funds for investors in terms of stability in difficult times. What are your comments on the short-term marketplace during the 12-month reporting period?

Money markets have indeed been a “safe-haven” for investors finally learning about risk in their equity investments. With the economy showing persistent signs of weakness, rates have been driven lower. The U.S. Federal Reserve Bank reacted to the market and pushed the Fed Funds Target Rate to historically low levels. Furthermore, with little expectation of the economy strengthening, the money market yield curve was flat, both in terms of maturity and quality.

Q	As a result, where did the 7-day net yield of the fund stand at the beginning and end of the reporting period?

A	The 7-day net yield at the beginning of the reporting period was 2.77%, and 1.10% at the end of the reporting period.*

Q	In this low rate environment, what was your strategy in terms of the fund’s portfolio mix and average maturity during the reporting period?

A	Portfolio mix was, of course, limited to U.S. Treasury obligations. In this flat yield curve environment, the maturity structure was fairly conservative with an average maturity in the short-to-medium range, and generally shorter than other Treasury money market funds.

Do you expect short-term rates to start ticking back up within the next six months or so?

A	Short-term rates should remain low for the rest of this calendar year, with a slight possibility of going lower. This should continue into 2003, until more definitive signs of economic strengthening begin to appear.

Past performance is no guarantee of future results. Yield will vary.

Portfolio of Investments

Hibernia Funds

August 31, 2002

CAPITAL APPRECIATION FUND


Shares		Value

	COMMON STOCKS—94.8%
	Commercial Services—4.7%

53,600	McGraw-Hill Cos., Inc.	$	3,398,776

13,200	Omnicom Group, Inc.		798,600

232,200	Sysco Corp.		6,585,192


	Total		10,782,568

	Communications—3.7%

163,008	SBC Communications, Inc.		4,032,818

145,670	Verizon Communications, Inc.		4,515,770


	Total		8,548,588

	Consumer Durables—1.0%

86,163	Ford Motor Co.		1,014,139

25,900	General Motors Corp.		1,239,574


	Total		2,253,713

	Consumer Non-Durables—8.6%

52,620	Anheuser-Busch Cos., Inc.		2,797,279

70,745	Coca-Cola Co.		3,607,995

1,594	Colgate-Palmolive Co.		86,953

35,600	Kimberly-Clark Corp.		2,130,304

105,674	PepsiCo, Inc.		4,179,407

55,000	Philip Morris Cos., Inc.		2,750,000

46,041	Procter & Gamble Co.		4,081,535


	Total		19,633,473

	Consumer Services—4.2%

161,940	(1) AOL Time Warner, Inc.		2,048,541

97,400	(1) Viacom, Inc., Class B		3,964,180

119,600	(1) Yum! Brands, Inc.		3,627,468


	Total		9,640,189

	Electronic Technology—9.7%

202,400	(1) Applied Materials, Inc.		2,704,064

229,020	(1) Cisco Systems, Inc.		3,165,056

5,851	(1) Dell Computer Corp.		155,695

143,400	(1) EMC Corp. Mass		969,384

86,986	Hewlett-Packard Co.		1,168,222

205,332	Intel Corp.		3,422,884

77,044	International Business Machines Corp.		5,807,577

101,700	(1) Sun Microsystems, Inc.		375,273

56,100	Texas Instruments, Inc.		1,105,170

56,000	United Technologies Corp.		3,325,840


	Total		22,199,165


Shares		Value

	Energy Minerals—7.2%

96,208	BP PLC, ADR	$	4,502,534

6,105	ChevronTexaco Corp.		467,826

7,900	Conoco, Inc., Class B		193,945

247,710	Exxon Mobil Corp.		8,781,320

37,507	Royal Dutch Petroleum Co., ADR		1,695,316

37,600	Marathon Oil Corp.		930,600


	Total		16,571,541

	Finance—16.3%

73,450	AMBAC Financial Group, Inc.		4,224,110

55,116	AXA, ADR		755,089

9,395	American Express Co.		338,784

8,400	American International Group, Inc.		527,520

44,900	Bank of America Corp.		3,146,592

7,629	Bank of New York Co., Inc.		268,159

223,707	Citigroup, Inc.		7,326,404

2,655	Fannie Mae		201,196

35,400	Freddie Mac		2,269,140

120,800	Lehman Brothers Holdings, Inc.		6,886,808

25,900	MGIC Investment Corp.		1,559,439

52,800	Marsh & McLennan Cos., Inc.		2,568,720

1,610	Merrill Lynch & Co., Inc.		58,314

50,182	Morgan Stanley, Dean Witter & Co.		2,143,775

6,300	Schwab (Charles) Corp.		57,834

3,275	SunTrust Banks, Inc.		221,095

9,665	(1) Travelers Property Casualty Corp., Class A		151,935

19,857	(1) Travelers Property Casualty Corp., Class B		323,478

3,091	Wachovia Corp.		113,903

57,850	Washington Mutual, Inc.		2,187,309

41,200	Wells Fargo & Co.		2,150,228


	Total		37,479,832

	Health Services—0.9%

29,600	Cardinal Health, Inc.		1,919,264

	Health Technology—11.6%

81,581	Abbott Laboratories		3,265,687

122,456	(1) Amgen, Inc.		5,514,194

9,126	Bristol-Myers Squibb Co.		227,694

83,656	Johnson & Johnson		4,543,357

20,080	Lilly (Eli) & Co.		1,165,644

1,480	Medtronic, Inc.		60,946

39,415	Merck & Co., Inc.		1,991,246

CAPITAL APPRECIATION FUND

(continued)


Shares		Value

	COMMON STOCKS—continued
	Health Technology—continued

190,157	Pfizer, Inc.	$	6,290,394

141,207	Schering Plough Corp.		3,259,058

5,764	Wyeth		246,699

912	(1) Zimmer Holdings, Inc.		33,653


	Total		26,598,572

	Industrial Services—0.7%

34,500	Schlumberger Ltd.		1,490,745

	Non-Energy Minerals—1.2%

112,802	Alcoa, Inc.		2,830,202

	Process Industries—7.6%

100,750	Ball Corp.		5,018,357

61,716	Dow Chemical Co.		1,865,058

3,663	Du Pont (E.I.) de Nemours & Co.		147,656

345,400	General Electric Co.		10,413,810


	Total		17,444,881

	Producer Manufacturing—0.9%

20,400	Avery Dennison Corp.		1,287,648

3,500	Dover Corp.		100,555

13,400	Emerson Electric Co.		653,652

3,500	Honeywell International, Inc.		104,825


	Total		2,146,680

	Retail Trade—7.6%

5,300	Home Depot, Inc.		174,529

58,550	(1) Safeway, Inc.		1,511,761

41,600	Sears, Roebuck & Co.		1,893,216

344,000	TJX Cos., Inc.		6,804,320

2,016	Target Corp.		68,947



Shares or Principal Amount			Value


	129,400	Wal-Mart Stores, Inc.	$	6,920,312

	2,768	Walgreen Co.		96,188


		Total		17,469,273

		Technology Services—6.0%

	100,000	First Data Corp.		3,475,000

	185,011	(1) Microsoft Corp.		9,080,340

	44,500	(1) Symantec Corp.		1,272,700


		Total		13,828,040

		Utilities—2.9%

	100,000	AT&T Corp.		1,222,000

	117,400	BellSouth Corp.		2,737,768

	4,510	DQE, Inc.		67,695

	55,700	DTE Energy Co.		2,390,087

	5,502	Duke Energy Corp.		147,619

	7,611	NiSource, Inc.		151,383


		Total		6,716,552

		TOTAL COMMON STOCKS (identified cost $159,851,925)		217,553,278

		Mutual Fund—0.0%
	89,000	Fidelity Institutional Cash Treasury Money Market Fund (at net asset value)		89,000

		(2) REPURCHASE AGREEMENT—5.1%
$	11,817,000	State Street Corp., 1.71%, dated 8/30/2002, due 9/3/2002 (at amortized cost)		11,817,000

		TOTAL INVESTMENTS (identified cost $171,757,925)	$	229,459,278

LOUISIANA MUNICIPAL INCOME FUND


Principal Amount		Credit Rating (4)	Value

	(3) LONG-TERM MUNICIPALS—97.3%
	Louisiana—97.3%

$1,000,000	Bossier City, LA, Revenue Bonds, 5.00% (FGIC INS), 12/1/2019	AAA	$ 1,031,650

500,000	Bossier City, LA, Refunding Revenue Bonds, 5.20% (FGIC INS)/(Original Issue Yield: 5.35%), 11/1/2014	AAA	528,340

1,000,000	Calcasieu Parish, LA, IDB, Sales Tax, 5.50% (FSA INS), 11/1/2019	AAA	1,050,540

115,000	East Baton Rouge, LA, Mortgage Finance Authority, Refunding Revenue Bonds, 4.80% (GNMA COL), 10/1/2004	Aaa	120,575

295,000	East Baton Rouge, LA, Mortgage Finance Authority, SFM Purchasing Revenue Bonds (Series B), 5.40% (FNMA and GNMA COL), 10/1/2025	Aaa	298,313

220,000	East Baton Rouge, LA, Mortgage Finance Authority, SFM Refunding Revenue Bonds (Series C), 7.00%, 4/1/2032	Aaa	224,528

750,000	East Baton Rouge Parish, LA, Refunding Revenue Bonds, 5.00% (FGIC INS)/(Original Issue Yield: 4.72%), 2/1/2013	AAA	800,003

1,500,000	East Baton Rouge Parish, LA, Refunding Revenue Bonds, 5.40% (FGIC INS)/(Original Issue Yield: 5.85%), 2/1/2018	AAA	1,569,150


Principal Amount		Credit Rating (4)	Value


$1,250,000	East Baton Rouge Parish, LA, Sales & Use Tax Revenue Bonds (Series ST), 5.90% (FGIC INS), 2/1/2017	AAA	$ 1,318,425

930,000	East Baton Rouge Parish, LA, Sales & Use Tax Revenue Bonds (Series ST—A), 4.80% (FGIC INS)/(Original Issue Yield: 5.15%), 2/1/2011	AAA	953,650

500,000	East Baton Rouge Parish, LA, Sales and Use Tax Revenue Bonds (Series ST), 5.20% (FSA INS)/(Original Issue Yield: 5.65%), 2/1/2017	AAA	509,180

1,000,000	Ernest N. Morial-New Orleans, LA, Exhibit Hall Authority, Special Tax Refunding Bonds (Series C), 5.50% (MBIA INS)/(Original Issue Yield: 5.58%), 7/15/2018	AAA	1,065,400

1,200,000	Ernest N. Morial-New Orleans, LA, Exhibit Hall Authority, Special Tax Refunding Bonds (Series C), 5.60% (MBIA INS)/(Original Issue Yield: 5.65%), 7/15/2025	AAA	1,256,364

1,450,000	Greater New Orleans Expressway Commission, LA, Refunding Revenue Bonds, 6.00% (Louisiana Expressway)/(MBIA INS)/(Original Issue Yield: 6.55%), 11/1/2016	AAA	1,489,049

1,300,000	Harahan, LA, Refunding Revenue Bonds, 6.10%, 6/1/2024	AA	1,396,889

LOUISIANA MUNICIPAL INCOME FUND

(continued)


Principal Amount		Credit Rating (4)	Value

	(3) LONG-TERM MUNICIPALS— continued
	Louisiana—continued

$ 85,000	Jefferson, LA, Housing Development Corp., Multifamily Refunding Revenue Bonds (Series A), 7.375% (Concordia Project)/(FNMA COL)/(Original Issue Yield: 7.544%), 8/1/2005	AAA	$ 86,118

500,000	Jefferson Parish, LA, Home Mortgage Authority, Refunding Revenue Bonds, 5.85% (FNMA and GNMA COL), 12/1/2028	AAA	519,690

2,000,000	Jefferson Parish, LA, Home Mortgage Authority, Refunding Revenue Bonds (Series A), 6.15% (FNMA and GNMA COL), 6/1/2028	AAA	2,210,720

1,000,000	Jefferson Parish, LA, Hospital Service District No. 2, Refunding Revenue Bonds, 5.75% (MBIA INS)/(Original Issue Yield: 6.05%), 7/1/2016	AAA	1,046,830

1,000,000	Jefferson Parish, LA, School Board, GO UT Capital Appreciation Bonds, (FSA INS)/(Original Issue Yield: 5.10%), 3/1/2010	AAA	740,750

500,000	Lafayette Parish, LA, School Board, Revenue Bonds, 4.50% (FGIC INS)/(Original Issue Yield: 4.85%), 4/1/2013	AAA	521,340



Principal Amount		Credit Rating (4)	Value


$1,500,000	Lafayette, LA, Public Improvement Sales Tax, (Series A), 5.625% (FGIC INS)/(Original Issue Yield: 5.69%), 3/1/2025	AAA	$ 1,597,365

400,000	Lafayette, LA, Public Power Authority, Refunding Revenue Bonds, 5.50% (AMBAC INS), 11/1/2011	AAA	406,856

1,650,000	Louisiana HFA, Multifamily Housing Refunding Revenue Bonds (Series A), 6.10% (Woodward Wright Apartments Project)/(GNMA COL), 12/20/2018	Aaa	1,693,411

350,000	Louisiana HFA, Multifamily Housing Refunding Revenue Bonds, 5.85% (Woodward Wright Apartments Project)/(GNMA COL), 12/20/2008	Aaa	361,595

1,000,000	Louisiana HFA, Multifamily Housing Refunding Revenue Bonds, 6.20% (Woodward Wright Apartments Project)/(GNMA COL), 6/20/2028	Aaa	1,026,560

1,000,000	Louisiana HFA, Revenue Bonds, 7.10% (Villa Maria Retirement Center)/ (GNMA COL), 1/20/2035	AAA	1,034,940

200,000	Louisiana HFA, SFM Revenue Bonds (Series A-2), 6.55% (FNMA, GNMA and FHLMC COL), 12/1/2026	Aaa	207,558

LOUISIANA MUNICIPAL INCOME FUND

(continued)


Principal Amount		Credit Rating (4)	Value

	(3) LONG-TERM MUNICIPALS— continued
	Louisiana—continued

$1,000,000	Louisiana Local Government Environmental Facilities (Series A), Revenue Bonds, 5.20% (AMBAC INS)/(Original Issue Yield: 5.30%), 6/1/2031	AAA	$ 1,018,260

1,500,000	Louisiana Local Government Environmental Facilities, Revenue Bonds, 5.25% (AMBAC INS), 12/1/2018	AAA	1,633,125

1,000,000	Louisiana PFA, Hospital Revenue Bonds, 5.00% (Franciscan Missionaries of Our Lady Health System)/(MBIA INS)/(Original Issue Yield: 5.24%), 7/1/2019	AAA	1,015,150

215,000	Louisiana PFA, Hospital Revenue Bonds, 5.00% (Louisiana Health System Corporate Project)/(FSA INS)/(Original Issue Yield: 5.10%), 10/1/2013	AAA	228,575

2,045,000	Louisiana PFA, Multifamily Housing Revenue Bonds (Series A), 7.50% (FHLMC COL), 6/1/2021	AAA	2,178,825

1,045,000	Louisiana PFA, Refunding Revenue Bonds (Series A), 5.125% (Tulane University, LA)/(Original Issue Yield: 5.25%), 7/1/2027	AAA	1,058,386



Principal Amount		Credit Rating (4)	Value


$1,890,000	Louisiana PFA, Refunding Revenue Bonds (Series A), 6.75% (Bethany Home Project)/(FHA INS), 8/1/2025	AAA	$ 1,972,706

1,000,000	Louisiana PFA, Refunding Revenue Bonds (Series A-2), 5.125% (Tulane University, LA)/(MBIA INS)/(Original Issue Yield: 5.24%), 11/15/2017	AAA	1,049,720

350,000	Louisiana PFA, Refunding Revenue Bonds (Series B), 6.50% (Alton Ochsner Medical Foundation)/(MBIA INS)/(Original Issue Yield: 6.743%), 5/15/2022	AAA	358,001

1,000,000	Louisiana PFA, Refunding Revenue Bonds, 5.45% (AMBAC INS)/(Original Issue Yield: 5.45%), 2/1/2013	Aaa	1,070,820

760,000	Louisiana PFA, Refunding Revenue Bonds, 6.50% (MBIA INS)/(Original Issue Yield: 6.744%), 5/15/2022	AAA	777,374

1,000,000	Louisiana PFA, Revenue Bonds, 5.00% (FSA INS)/(Original Issue Yield: 5.38%), 8/1/2017	AAA	1,044,820

500,000	Louisiana PFA, Revenue Bonds, 5.10% (Tulane University, LA)/(MBIA INS)/(Original Issue Yield: 5.27%), 11/15/2021	AAA	510,910

LOUISIANA MUNICIPAL INCOME FUND

(continued)


Principal Amount		Credit Rating (4)	Value

	(3) LONG-TERM MUNICIPALS— continued
	Louisiana—continued

$1,500,000	Louisiana PFA, Revenue Bonds, 5.25% (Xavier University of LA Project)/(MBIA INS), 9/1/2027	AAA	$ 1,530,630

750,000	Louisiana PFA, Revenue Bonds, 6.00% (General Health, Inc.)/(MBIA INS)/(Original Issue Yield: 6.15%), 11/1/2012	AAA	770,115

385,000	Louisiana PFA, Student Loan Refunding Revenue Bonds (Series A-2), 6.75% (Student Loans GTD), 9/1/2006	Aaa	392,758

85,000	Louisiana PFA, Student Opportunity Loans Revenue Bonds (Series A), 6.80% (FSA INS), 1/1/2006	AAA	86,923

80,000	Louisiana PFA, Student Opportunity Loans Revenue Bonds (Series A), 6.85% (FSA INS), 1/1/2009	AAA	81,757

500,000	Louisiana Stadium and Expo District (Series A), Refunding Revenue Bonds, 6.00% (FGIC INS), 7/1/2016	AAA	549,685

2,445,000	Louisiana Stadium and Expo District (Series B), Refunding Revenue Bonds, 4.75% (FGIC INS)/(Original Issue Yield: 5.03%), 7/1/2021	AAA	2,447,469

1,500,000	Louisiana Stadium and Expo District (Series B), Refunding Revenue Bonds, 5.75% (FGIC INS)/(Original Issue Yield: 5.85%), 7/1/2026	AAA	1,715,505



Principal Amount		Credit Rating (4)	Value


$ 500,000	Louisiana State Office Facilities, Revenue Bonds, 5.375% (MBIA INS)/(Original Issue Yield: 5.43%), 3/1/2019	AAA	$ 527,435

1,250,000	Louisiana State University and Agricultural and Mechanical College, University & College Improvement Refunding Revenue Bonds, 5.00% (University of New Orleans Project)/(AMBAC INS), 10/1/2030	AAA	1,251,175

1,500,000	Louisiana State, (Series A), 5.00% (FGIC INS)/(Original Issue Yield: 5.23%), 11/15/2015	AAA	1,591,590

1,000,000	Louisiana State, (Series A), 5.00% (FGIC INS)/(Original Issue Yield: 5.42%), 11/15/2019	AAA	1,031,510

900,000	Louisiana State, GO UT Bonds (Series A), 5.125% (FGIC INS)/(Original Issue Yield: 5.30%), 4/15/2009	AAA	985,149

1,000,000	Louisiana State, GO UT Bonds (Series B), 5.00% (FSA INS)/(Original Issue Yield: 5.17%), 4/15/2018	AAA	1,036,120

525,000	Monroe-Brentwood, LA, Housing Development Corp., Multifamily Housing Mortgage Refunding Revenue Bonds, 6.50% (FNMA COL), 2/1/2010	Aaa	525,525

1,020,000	Monroe-Brentwood, LA, Housing Development Corp., Multifamily Housing Mortgage Refunding Revenue Bonds, 6.70% (FNMA COL), 8/1/2021	Aaa	1,020,938

LOUISIANA MUNICIPAL INCOME FUND

(continued)


Principal Amount		Credit Rating (4)	Value

	(3) LONG-TERM MUNICIPALS— continued
	Louisiana—continued

$2,000,000	New Orleans, LA, Audubon Park, GO LT Bonds, 6.00% (FGIC INS)/(Original Issue Yield: 6.25%), 10/1/2013	AAA	$ 2,128,580

250,000	New Orleans, LA, Aviation Board, Refunding Revenue Bonds, 6.00% (FSA INS)/(Original Issue Yield: 6.16%), 9/1/2019	AAA	268,322

2,000,000	New Orleans, LA, GO UT, 5.125% (MBIA INS)/(Original Issue Yield: 5.29%), 9/1/2021	AAA	2,061,900

1,900,000	New Orleans, LA, GO Refunding Bonds, 6.20% (AMBAC INS)/(Original Issue Yield: 6.30%), 10/1/2021	AAA	2,074,420

4,750,000	New Orleans, LA, GO UT Capital Appreciation Bonds, (AMBAC INS)/(Original Issue Yield: 7.10%), 9/1/2013	AAA	2,952,030

980,000	New Orleans, LA, GO UT Refunding Bonds, 5.875% (AMBAC INS)/(Original Issue Yield: 6.00%), 10/1/2011	AAA	1,085,252

25,000	New Orleans, LA, Home Mortgage Authority, SFM Revenue Bonds, 5.35% (FNMA and GNMA COL), 12/1/2020	Aaa	26,248



Principal Amount		Credit Rating (4)	Value


$1,000,000	New Orleans, LA, Home Mortgage Authority, Special Obligation Revenue Bonds, 6.25% (U.S. Treasury COL)/(Original Issue Yield: 6.517%), 1/15/2011	Aaa	$ 1,177,660

110,000	New Orleans, LA, Housing Development Corp., Multifamily Housing Refunding Revenue Bonds, 7.375% (FNMA COL)/(Original Issue Yield: 7.499%), 8/1/2005	AAA	111,528

370,000	New Orleans, LA, Housing Development Corp., Multifamily Housing Revenue Bonds, 7.375% (Southwood Patio)/(FNMA COL)/(Original Issue Yield: 7.544%), 8/1/2005	AAA	372,871

1,145,000	Orleans, LA, Levee District, Refunding Revenue Bonds (Series A), 5.95% (FSA INS)/(Original Issue Yield: 6.039%), 11/1/2014	AAA	1,295,625

790,000	Ouachita Parish, LA, East Ouachita Parish School District, GO UT Bonds, 5.75% (FGIC INS)/(Original Issue Yield: 5.78%), 3/1/2020	AAA	859,891

780,000	Ouachita Parish, LA, East Ouachita Parish School District, GO UT Bonds, 5.75% (FGIC INS)/(Original Issue Yield: 5.81%), 3/1/2021	AAA	843,820

LOUISIANA MUNICIPAL INCOME FUND

(continued)


Principal Amount		Credit Rating (4)	Value

	(3) LONG-TERM MUNICIPALS— continued
	Louisiana—continued

$1,020,000	Ouachita Parish, LA, East Ouachita Parish School District, GO UT Bonds, 5.75% (FGIC INS)/(Original Issue Yield: 5.85%), 3/1/2024	AAA	$ 1,091,380

1,000,000	Rapides Parish, LA, Consolidated School District No. 62, GO UT Bonds, (Series A), 5.00% (Original Issue Yield: 5.00%), 3/1/2018	AAA	1,032,180

2,500,000	Rapides Parish, LA, Industrial Development, Refunding Revenue Bonds, 5.875% (AMBAC INS)/(Original Issue Yield: 5.95%), 9/1/2029	AAA	2,708,900

1,000,000	Shreveport, LA, GO UT Public Improvement Bonds, 5.00%, 3/1/2017	AAA	1,037,910

870,000	Shreveport, LA, GO UT Bonds, (Series A), 4.00% (Original Issue Yield: 4.03%), 11/1/2012	AAA	884,842

750,000	Shreveport, LA, Revenue Bonds, (Series A), 5.375% (FSA INS), 1/1/2028	AAA	763,080

500,000	Shreveport, LA, Revenue Bonds, (Series B), 5.375% (FSA INS), 1/1/2024	AAA	509,945

750,000	Shreveport, LA, Water & Sewer, Revenue Bonds, (Series A), 5.95% (FGIC INS), 12/1/2014	AAA	795,097



Principal Amount		Credit Rating (4)	Value


$ 380,000	St. Charles Parish, LA, Consolidated Waterworks and Wastewater District No. 1, Utility Refunding Revenue Bonds, 7.15% (MBIA INS), 7/1/2016	AAA	$ 387,406

500,000	St. Charles Parish, LA, Environmental Improvement Revenue Bonds, 5.95% (LA Power & Light Co.)/(FSA INS)/(Original Issue Yield: 5.986%), 12/1/2023	AAA	516,425

1,000,000	St. Charles Parish, LA, Solid Waste Disposal Revenue Bonds, 7.00% (LA Power & Light Co.)/(AMBAC INS)/(Original Issue Yield: 7.04%), 12/1/2022	AAA	1,032,140

1,000,000	St. James Parish, LA, GO UT Bonds, 5.50% (AMBAC INS), 3/1/2012	AAA	1,058,330

400,000	St. Tammany Parish, LA, Hospital Service District No. 2, Hospital Refunding Revenue Bonds, 6.125% (Connie Lee INS)/(Original Issue Yield: 6.315%), 10/1/2011	AAA	438,304

1,000,000	St. Tammany Parish, LA, Hospital Service District No. 2, Revenue Bonds, 6.25% (Connie Lee INS)/(Original Issue Yield: 6.40%), 10/1/2014	AAA	1,105,620

500,000	St. Tammany Parish, LA, Wide School District No. 12, GO UT Bonds, 5.375% (FSA INS), 3/1/2013	AAA	524,680

LOUISIANA MUNICIPAL INCOME FUND

(continued)


Principal Amount			Credit Rating (4)	Value

		(3) LONG-TERM MUNICIPALS— continued
		Louisiana—continued

$	625,000	State Colleges & Universities, LA, Recreational Facility Improvements, 5.50% (University of Southwestern, LA Cajundome)/(MBIA INS)/(Original Issue Yield: 5.499%), 9/1/2017	AAA	$	670,738

	500,000	State Colleges & Universities, LA, Revenue Bonds, 5.65% (University of Southwestern, LA Cajundome)/(MBIA INS), 9/1/2026	AAA		526,815



Shares		Credit Rating (4)	Value

	TOTAL LONG-TERM MUNICIPALS (identified cost $79,280,065)		$	84,868,684

	MUTUAL FUND—1.4%

1,219,900	Federated Tax-Free Obligations Fund, Institutional Shares (at net asset value)			1,219,900

	TOTAL INVESTMENTS (identified cost $80,499,965)		$	86,088,584

MID CAP EQUITY FUND


Shares		Value

	COMMON STOCKS—93.4%
	Commercial Services—1.7%

11,200	(1) Dun & Bradstreet Corp.	$ 395,248

1,200	McGraw-Hill Cos., Inc.	76,092

8,700	(1) Robert Half International, Inc.	150,684

8,200	Viad Corp.	181,466


	Total	803,490

	Communications—0.3%

4,434	Verizon Communications, Inc.	137,454

	Consumer Durables—3.9%

4,600	Centex Corp.	232,254

8,550	D. R. Horton, Inc.	177,498

5,800	(1) Electronic Arts, Inc.	366,908

11,500	Harley Davidson, Inc.	566,145

4,800	Lennar Corp.	253,440

3,600	(1) Mohawk Industries, Inc.	178,200


	Total	1,774,445

	Consumer Non-Durables—6.3%

7,760	Church and Dwight, Inc.	242,888

6,800	(1) Coach, Inc.	167,484

4,700	(1) Constellation Brands, Inc., Class A	133,527

6,400	(1) Dean Foods Co.	242,240

14,500	Dial Corp.	293,045

13,880	Hormel Foods Corp.	316,880

8,570	(1) Jones Apparel Group, Inc.	309,291

20,200	McCormick & Co., Inc.	467,630

8,800	R.J. Reynolds Tobacco Holdings, Inc.	517,792

16,000	Tyson Foods, Inc., Class A	198,720


	Total	2,889,497

	Consumer Services—6.7%

15,600	(1) Apollo Group, Inc., Class A	652,548

7,569	(1) Cendant Corp.	108,312

4,000	(1) DeVry, Inc.	72,040

2,750	Dow Jones & Co.	117,012

3,200	(1) Education Management Corp.	132,192

4,300	(1) Entercom Communications Corp.	188,340

4,000	Media General, Inc., Class A	214,680

3,300	(1) Papa Johns International, Inc.	99,792

8,900	(1) Pixar, Inc.	434,676

4,900	Readers Digest Association, Inc., Class A	83,692

26,060	Ruby Tuesday, Inc.	519,636

400	Washington Post Co., Class B	258,800

6,100	(1) Westwood One, Inc.	213,073


	Total	3,094,793



Shares		Value

	Distribution Services—3.7%

6,400	Amerisource Bergen Corp.	$ 464,064

13,800	(1) Avnet, Inc.	213,624

5,000	(1) CDW Computer Centers, Inc.	214,600

4,800	(1) Henry Schein, Inc.	239,856

9,000	(1) Patterson Dental Co.	429,300

4,600	(1) Tech Data Corp.	152,122


	Total	1,713,566

	Electronic Technology—4.9%

13,000	(1) Altera Corp.	139,230

8,000	(1) Cypress Semiconductor Corp.	84,240

10,400	Harris Corp.	332,280

2,600	(1) International Rectifier Corp.	56,576

13,800	(1) Jabil Circuit, Inc.	258,198

9,800	(1) L-3 Communications Holdings, Inc.	498,722

8,400	Linear Technology Corp.	220,248

15,600	(1) Microchip Technology, Inc.	328,380

1,000	Northrop Grumman Corp.	122,800

13,950	(1) Vishay Intertechnology, Inc.	199,764


	Total	2,240,438

	Energy Minerals—1.5%

2,800	Ashland, Inc.	80,248

6,800	Noble Energy, Inc.	226,780

1,760	Phillips Petroleum Co.	92,541

8,850	Valero Energy Corp.	287,359


	Total	686,928

	Finance—21.7%

7,500	AFLAC, Inc.	229,575

2,100	Allmerica Financial Corp.	46,725

2,305	AMBAC Financial Group, Inc.	132,561

5,735	American International Group, Inc.	360,158

3,600	(1) Americredit Corp.	51,696

15,263	AmSouth Bancorporation	342,960

7,800	Astoria Financial Corp.	261,144

4,737	Bear Stearns Cos., Inc.	302,836

9,600	(1) ChoicePoint, Inc.	412,512

7,700	City National Corp.	415,184

4,510	Fidelity National Financial, Inc.	135,075

7,809	Fifth Third Bancorp	523,359

9,900	First Tennessee National Corp.	379,170

8,550	(1) Fiserv, Inc.	314,726

6,200	GreenPoint Financial Corp.	316,200

4,650	(1) Investment Technology Group, Inc.	157,635

7,000	Lehman Brothers Holdings, Inc.	399,070

8,100	M & T Bank Corp.	694,980

MID CAP EQUITY FUND

(continued)


Shares		Value

	COMMON STOCKS—continued
	Finance—continued

13,000	Marshall & Ilsley Corp.	$ 397,800

7,800	Mercantile Bankshares Corp.	317,226

8,300	(1) NCO Group, Inc.	143,341

21,500	North Fork Bancorp, Inc.	902,355

7,400	Old Republic International Corp.	237,540

18,000	PMI Group, Inc.	610,200

14,500	Radian Group, Inc.	630,170

7,550	SEI Investments, Co.	218,950

8,200	TCF Financial Corp.	398,520

17,574	Washington Mutual, Inc.	664,473


	Total	9,996,141

	Health Services—4.1%

6,637	(1) Anthem, Inc.	418,861

6,329	Cardinal Health, Inc.	410,372

10,600	(1) Express Scripts, Inc.	508,800

9,800	(1) Quest Diagnostic, Inc.	549,290


	Total	1,887,323

	Health Technology—5.3%

9,370	Allergan, Inc.	550,206

2,000	(1) Barr Laboratories, Inc.	141,420

7,200	(1) Forest Laboratories, Inc.	525,600

10,000	(1) Gilead Sciences, Inc.	320,800

3,600	Hillenbrand Industries, Inc.	212,472

7,600	(1) IDEC Pharmaceuticals Corp.	305,368

9,825	Ivax Corp.	134,603

7,000	Mylan Laboratories, Inc.	228,550


	Total	2,419,019

	Industrial Services—3.8%

13,800	(1) BJ Services Co.	420,900

15,900	ENSCO International, Inc.	424,053

9,100	Granite Construction, Inc.	166,530

9,400	Helmerich & Payne, Inc.	342,724

5,800	(1) Nabors Industries Ltd.	191,516

5,000	(1) Weatherford International Ltd.	204,200


	Total	1,749,923

	Miscellaneous—4.1%

23,200	Midcap SPDR Trust Series I	1,884,536

	Non-Energy Minerals—0.8%

4,974	Georgia-Pacific Corp.	104,703

2,600	Martin Marietta Materials, Inc.	95,264

4,180	Vulcan Materials Co.	163,104


	Total	363,071


Shares		Value

	Process Industries—2.7%

4,000	Air Products & Chemicals, Inc.	$ 187,640

7,790	Albemarle Corp.	240,166

8,000	Ball Corp.	398,480

8,995	Cabot Corp.	214,441

1,700	(1) Cabot Microelectronics Corp.	72,165

8,000	Glatfelter (P.H.) Co.	109,200


	Total	1,222,092

	Producer Manufacturing—5.6%

5,300	(1) American Standard Companies, Inc.	379,639

4,150	Cummins Engine Co., Inc.	123,629

5,600	Danaher Corp.	336,840

7,200	(1) Energizer Holdings, Inc.	205,344

2,500	Harsco Corp.	75,875

2,500	Ingersoll-Rand Co.	93,875

4,200	Johnson Controls, Inc.	362,418

3,300	(1) Lear Corp.	153,780

3,900	(1) SPX Corp.	423,540

3,600	Teleflex, Inc.	174,132

4,060	Trinity Industries, Inc.	73,648

2,955	United Technologies Corp.	175,497


	Total	2,578,217

	Retail Trade—4.8%

8,300	(1) Abercrombie & Fitch Co., Class A	189,240

9,560	(1) Bed Bath & Beyond, Inc.	306,494

12,000	Claire’s Stores, Inc.	255,360

3,000	(1) Michaels Stores, Inc.	139,470

7,500	Pier 1 Imports, Inc.	134,250

16,300	Ross Stores, Inc.	588,593

13,500	Ruddick Corp.	226,395

15,620	Tiffany & Co.	387,376


	Total	2,227,178

	Technology Services—6.2%

10,000	(1) Affiliated Computer Services, Inc., Class A	445,000

16,400	(1) Concord EFS, Inc.	334,724

8,900	(1) DST Systems, Inc.	303,312

6,500	First Data Corp.	225,875

3,600	(1) Intuit, Inc.	160,668

10,900	Paychex, Inc.	255,060

25,000	(1) Rational Software Corp.	170,000

21,000	(1) SunGuard Data Systems, Inc.	517,650

15,300	(1) Symantec Corp.	437,580


	Total	2,849,869

MID CAP EQUITY FUND

(continued)


Shares		Value

	COMMON STOCKS—continued
	Transportation—0.9%

7,700	CNF Inc.	$	236,390

6,000	Overseas Shipholding Group, Inc.		105,240

2,800	US Freightways Corp.		75,600


	Total		417,230

	Utilities—4.4%

5,600	Black Hills Corp.		152,600

18,900	Energy East Corp.		395,388

3,500	MDU Resources Group, Inc.		84,455

4,454	NSTAR		189,740

8,550	NiSource, Inc.		170,060

4,600	PNM Resources, Inc.		101,568

19,270	Questar Corp.		480,594

8,000	SCANA Corp.		223,840

5,000	TXU Corp.		241,800


	Total		2,040,045

	TOTAL COMMON STOCKS (identified cost $42,519,284)		42,975,255


Shares or Principal Amount			Value

		Mutual Fund—0.2%
	96,000	Fidelity Institutional Cash Treasury Money Market Fund (at net asset value)	$	96,000

		(2) REPURCHASE AGREEMENT—6.4%
$	2,938,000	State Street Corp., 1.71%, dated 8/30/2002, due 9/3/2002 (at amortized cost)		2,938,000

		TOTAL INVESTMENTS (identified cost $45,553,284)	$	46,009,255

TOTAL RETURN BOND FUND


Principal Amount		Value

	CORPORATE BONDS—36.4%
	Banking—3.5%

$1,500,000	Swiss Bank Corp. New York, Sub. Note, 7.25%, 9/1/2006	$ 1,680,435

	Consumer Durables—3.1%

1,500,000	Ford Motor Co., Note, 7.25%, 10/1/2008	1,491,255

	Consumer Non-Durables—3.4%

1,500,000	Nabisco, Inc., Note, 6.375%, 2/1/2035	1,593,975

	Electronic Technology—1.1%

500,000	International Business Machines Corp., Sr. Note, 5.25%, 12/1/2003	517,560

	Finance—9.5%

1,000,000	AFLAC, Inc., Sr. Note, 6.50%, 4/15/2009	1,073,280

1,250,000	American Express Co., Sr. Unsub., 6.75%, 6/23/2004	1,336,650

1,000,000	Bank of America Corp., Sub. Note, 7.50%, 10/15/2002	1,006,820

1,000,000	Lehman Brothers, Inc., Sr. Sub. Note, 6.50%, 4/15/2008	1,088,600


	Total	4,505,350

	Finance-Insurance—3.4%

1,500,000	Old Republic International Corp., Deb., 7.00%, 6/15/2007	1,616,595

	Process Industries—4.3%

1,000,000	Du Pont (E.I.) de Nemours & Co., Note, 6.50%, 9/1/2002	1,000,580

1,000,000	Lubrizol Corp., Sr. Note, 5.875%, 12/1/2008	1,029,370


	Total	2,029,950

	Retail Trade—5.8%

1,000,000	Dayton-Hudson Corp., Note, 7.50%, 7/15/2006	1,128,210

1,500,000	Wal-Mart Stores, Inc., Unsecd. Note, 6.55%, 8/10/2004	1,611,285


	Total	2,739,495

	Technology Services—2.3%

1,000,000	First Data Corp., Note, 5.80%, 12/15/2008	1,064,770

	TOTAL CORPORATE BONDS (identified cost $16,023,344)	17,239,385


Principal Amount			Value

		GOVERNMENT AGENCIES—35.7%
		Federal Home Loan Bank—1.3%

$	550,000	7.01%, 6/14/2006	$	624,404

		Federal Home Loan Mortgage Corporation—4.9%

	2,000,000	Unsecd. Bond, 6.75%, 9/15/2029		2,314,860

		Federal National Mortgage Association—13.1%

	1,500,000	Unsecd. Note, 6.00%, 12/15/2005		1,641,285

	1,000,000	Unsecd. Note, 6.50%, 8/15/2004		1,079,420

	2,000,000	Unsecd. Note, 7.125%, 3/15/2007		2,302,980

	1,000,000	Unsecd. Note, 7.125%, 6/15/2010		1,178,200


		Total		6,201,885

		(5) Federal National Mortgage Association—0.0%

	3,369	Pool 76204, 11.00%, 6/1/2019		3,761

	3,639	Pool 85131, 11.00%, 5/1/2017		4,086


		Total		7,847

		(5) Government National Mortgage Association 15-Year—0.9%

	387,294	Pool 420153, 7.00%, 9/15/2010		416,341

		(5) Government National Mortgage Association 30-Year—15.5%

	19,849	Pool 147875, 10.00%, 3/15/2016		22,107

	75,643	Pool 168511, 8.00%, 7/15/2016		82,320

	20,138	Pool 174673, 8.00%, 8/15/2016		21,842

	14,410	Pool 177145, 8.00%, 1/15/2017		15,683

	2,440	Pool 188080, 8.00%, 9/15/2018		2,664

	15,184	Pool 212047, 8.00%, 5/15/2017		16,579

	22,228	Pool 212660, 8.00%, 4/15/2017		24,109

	37,114	Pool 216950, 8.00%, 6/15/2017		40,524

	53,060	Pool 217533, 8.00%, 5/15/2017		57,552

	11,349	Pool 225725, 10.00%, 9/15/2020		12,640

	32,497	Pool 227430, 9.00%, 8/15/2019		35,838

	10,199	Pool 253449, 10.00%, 10/15/2018		11,439

	20,790	Pool 279619, 10.00%, 9/15/2019		23,096

	10,136	Pool 279629, 9.00%, 10/15/2019		11,207

	17,696	Pool 283261, 9.00%, 11/15/2019		19,626

	31,217	Pool 287853, 9.00%, 4/15/2020		34,378

	7,508	Pool 288967, 9.00%, 4/15/2020		8,302

	21,432	Pool 288994, 9.00%, 5/15/2020		23,696

	7,137	Pool 289082, 9.00%, 4/15/2020		7,875

TOTAL RETURN BOND FUND

(continued)


Principal Amount			Value

		GOVERNMENT AGENCIES— continued
		(5) Government National Mortgage Association 30-Year—continued

$	17,972	Pool 291100, 9.00%, 5/15/2020	$	19,870

	3,466	Pool 292364, 10.00%, 9/15/2020		3,805

	14,038	Pool 296315, 10.00%, 9/15/2020		15,595

	154,532	Pool 302101, 7.00%, 6/15/2024		162,645

	190,214	Pool 345031, 7.00%, 10/15/2023		200,794

	206,389	Pool 345090, 7.00%, 11/15/2023		217,868

	95,433	Pool 360772, 7.00%, 2/15/2024		100,891

	122,028	Pool 382074, 7.00%, 9/15/2025		128,435

	84,753	Pool 404653, 7.00%, 9/15/2025		89,150

	205,808	Pool 408884, 7.00%, 9/15/2025		216,226

	249,608	Pool 410108, 7.00%, 9/15/2025		262,712

	217,468	Pool 410786, 7.00%, 9/15/2025		228,885

	365,305	Pool 415427, 7.50%, 8/15/2025		388,364

	222,262	Pool 415865, 7.00%, 9/15/2025		233,793

	524,298	Pool 418781, 7.00%, 9/15/2025		551,498

	477,273	Pool 420157, 7.00%, 10/15/2025		502,329

	1,315,293	Pool 532641, 7.00%, 12/15/2030		1,376,533

	2,091,795	Pool 780717, 7.00%, 2/15/2028		2,199,000


		Total		7,369,870

		TOTAL GOVERNMENT AGENCIES (identified cost $15,409,116)		16,935,207

		LONG-TERM MUNICIPALS—8.8%

	1,175,000	Liberal, KS, GO UT Bond (Series 2), 6.50% (FSA INS), 12/1/2010		1,289,997

	2,000,000	New Orleans, LA Aviation Board, Revenue Bond, 7.10% (AMBAC INS), 10/1/2027		2,126,500

	360,000	Vail, CO Sales Tax Revenue, Refunding Revenue Bond (Series B), 6.00% (MBIA INS), 12/1/2006		393,170

	350,000	Vail, CO Sales Tax Revenue, Refunding Revenue Bond (Series B), 6.05% (MBIA INS), 12/1/2007		385,721

		TOTAL LONG-TERM MUNICIPALS (identified cost $3,870,180)		4,195,388


Principal Amount or Shares			Value

		TREASURY SECURITIES—14.3%
		U.S. Treasury Bond—14.3%

$	3,000,000	6.00%, 2/15/2026	$	3,357,060

	1,250,000	6.125%, 11/15/2027		1,426,213

	1,300,000	12.50%, 8/15/2014		1,976,819

		TOTAL TREASURY SECURITIES (identified cost $6,483,914)		6,760,092

		MUTUAL FUND—0.2%
	100,000	Fidelity Institutional Cash Treasury Money Market Fund (at net asset value)		100,000

		(2) REPURCHASE AGREEMENT—4.5%
$	2,138,000	State Street Corp., 1.71%, dated 8/30/2002, due 9/3/2002 (at amortized cost)		2,138,000

		TOTAL INVESTMENTS (identified cost $44,024,554)	$	47,368,072

U.S. GOVERNMENT INCOME FUND


Principal Amount		Value

	LONG-TERM OBLIGATIONS—95.9%
	Corporate Bonds—15.4%

$2,000,000	Alcoa, Inc., 6.500%, 6/1/2011	$ 2,200,420

1,200,000	Bear Stearns Cos., Inc., 6.150%, 3/2/2004	1,253,400

2,000,000	Boeing Capital Corp., 6.350%, 11/15/2007	2,123,900

2,000,000	Computer Sciences Corp., 7.375%, 6/15/2011	2,224,980

1,000,000	Ford Motor Credit Co., 6.125%, 3/20/2004	1,014,140

1,500,000	GE Global Insurance, 7.500%, 6/15/2010	1,661,280

1,000,000	Ingersoll-Rand Co., 6.250%, 5/15/2006	1,079,300

1,000,000	J.P. Morgan & Co., Inc., 6.000%, 1/15/2009	1,012,630

500,000	Wal-Mart Stores, Inc., 4.150%, 6/15/2005	517,950


	Total	13,088,000

	Federal Home Loan Bank—3.7%

2,000,000	5.980%, 6/18/2008	2,208,840

850,000	7.010%, 6/14/2006	964,988


	Total	3,173,828

	Federal Home Loan Mortgage Corporation—5.2%

1,750,000	3.300%, 2/1/2005	1,759,643

1,000,000	5.750%, 4/29/2009	1,039,390

1,500,000	5.825%, 2/9/2006	1,632,795


	Total	4,431,828

	(5) Federal Home Loan Mortgage Corporation REMIC—4.2%

2,468,044	7.000%, 11/15/2005	2,583,005

140,313	7.500%, 9/15/2021	141,039

796,078	7.500%, 1/15/2029	814,914

10,257	9.500%, 1/15/2005	10,465


	Total	3,549,423

	(5) Federal Home Loan Mortgage Corporation 15-Year—0.0%

8,130	9.500%, 10/1/2004	8,457


Principal Amount		Value

	(5) Federal Home Loan Mortgage Corporation 30-Year—2.6%

$1,758,230	6.000%, 11/1/2006	$ 1,824,709

217,775	8.750%, 2/1/2017	237,851

13,288	9.000%, 6/1/2016	14,497

361	9.000%, 9/1/2016	393

1,945	9.000%, 10/1/2016	2,126

17,376	9.000%, 1/1/2017	18,988

12,332	9.500%, 10/1/2019	13,534

38,507	10.000%, 5/1/2014	42,333

51,589	10.000%, 6/1/2018	57,377

7,529	10.000%, 6/1/2020	8,286


	Total	2,220,094

	Federal National Mortgage Association—9.4%

2,000,000	4.150%, 9/12/2007	2,003,380

979,431	5.000%, 4/1/2009	1,003,613

1,000,000	5.750%, 6/15/2005	1,081,070

1,000,000	6.000%, 5/15/2008	1,106,110

465,000	6.460%, 6/29/2012	527,468

1,000,000	6.560%, 11/26/2007	1,009,560

1,222,535	7.000%, 12/1/2031	1,273,734


	Total	8,004,935

	(5) Federal National Mortgage Association REMIC—0.3%

229,555	6.500%, 5/25/2023	239,352

1,937	9.400%, 7/25/2003	1,950


	Total	241,302

	(5) Federal National Mortgage Association 15-Year—0.3%

248,816	7.000%, 8/1/2012	264,601

	(5) Federal National Mortgage Association 30-Year—3.5%

542,040	6.500%, 1/1/2007	565,412

820,108	6.500%, 1/1/2008	854,454

1,422,263	7.500%, 7/1/2031	1,488,939

15,068	8.500%, 2/1/2011	15,068

17,812	9.500%, 8/1/2020	17,812


	Total	2,941,685

U.S. GOVERNMENT INCOME FUND

(continued)


Principal Amount		Value

	LONG-TERM OBLIGATIONS—continued
	(5) Government National Mortgage Association 15-Year—6.8%

$1,439,444	6.000%, 3/20/2017	$ 1,496,575

974,853	6.500%, 2/15/2017	1,024,200

2,892,281	7.000%, 12/15/2008	3,101,075

35,105	7.000%, 11/15/2009	37,748

120,050	7.000%, 9/15/2010	128,941


	Total	5,788,539

	(5) Government National Mortgage Association 30-Year—16.8%

768,375	6.500%, 4/15/2029	799,832

919,704	7.000%, 2/15/2032	962,525

2,003,056	7.000%, 3/15/2032	2,094,436

2,283,394	7.000%, 6/20/2030	2,386,148

1,392,629	7.000%, 9/15/2023	1,467,483

210,779	7.500%, 10/15/2022	225,335

476,352	7.500%, 11/20/2029	502,404

647,703	7.500%, 12/20/2029	683,126

543,478	7.500%, 12/20/2030	572,347

396,418	7.500%, 3/15/2026	421,439

663,372	7.500%, 9/15/2026	705,244

426,746	8.000%, 1/15/2022	463,821

335,280	8.000%, 1/20/2030	357,912

478,997	8.000%, 10/15/2029	513,125

86,882	8.000%, 11/15/2022	94,240

370,089	8.000%, 2/20/2030	395,070

516,881	8.000%, 3/20/2030	551,771

426,835	8.000%, 4/15/2022	462,450

339,334	8.000%, 8/15/2022	367,648

60,660	8.500%, 2/20/2025	66,043

75,208	9.000%, 2/15/2020	82,940

55,063	9.500%, 6/15/2020	60,879

33,322	9.500%, 7/15/2020	36,960


	Total	14,273,178


Principal Amount or Shares			Value

		U.S. Treasury Bonds—10.3%

$	1,500,000	6.000%, 2/15/2026	$	1,678,530

	1,500,000	7.250%, 5/15/2016		1,875,705

	1,000,000	7.250%, 8/15/2022		1,272,970

	500,000	7.875%, 2/15/2021		671,295

	300,000	8.500%, 2/15/2020		423,054

	500,000	8.750%, 5/15/2020		721,515

	900,000	10.375%, 11/15/2009		1,054,503

	1,000,000	10.750%, 2/15/2003		1,040,620


		Total		8,738,192

		U.S. Treasury Notes—17.4%

	4,500,000	5.625%, 2/15/2006		4,936,095

	1,000,000	6.125%, 8/15/2007		1,130,570

	1,500,000	6.250%, 2/15/2007		1,697,205

	250,000	6.500%, 10/15/2006		284,008

	1,000,000	6.500%, 2/15/2010		1,169,190

	2,000,000	6.500%, 5/15/2005		2,215,680

	1,000,000	7.000%, 7/15/2006		1,149,940

	2,000,000	7.500%, 2/15/2005		2,247,060


		Total		14,829,748

		TOTAL LONG-TERM OBLIGATIONS (identified cost $76,963,288)		81,553,810

		MUTUAL FUND—0.1%

	98,000	Fidelity Institutional Cash Treasury Money Market Fund (at net asset value)		98,000

		(2) REPURCHASE AGREEMENT—5.6%
$	4,791,000	State Street Corp., 1.710%, dated 8/30/2002, due 9/3/2002 (at amortized cost)		4,791,000

		TOTAL INVESTMENTS (identified cost $81,852,288)	$	86,442,810

CASH RESERVE FUND


Principal Amount		Value

	(6) COMMERCIAL PAPER—66.5%
	Consumer Non-Durables—3.7%

$ 8,000,000	(7) Colgate-Palmolive Co., 1.680%, 9/25/2002	$ 7,991,040

	Consumer Services—7.4%

8,000,000	(7) Knight-Ridder, Inc., 1.680%, 9/17/2002	7,994,027

7,820,000	Seven Eleven, Inc., 1.700 - 1.770%, 9/3/2002 - 10/7/2002	7,811,929


	Total	15,805,956

	Energy Minerals—7.5%

8,000,000	ChevronTexaco Corp., 1.740%, 9/25/2002	7,990,720

8,000,000	South Carolina Electric and Gas, 1.730%, 9/25/2002 - 10/3/2002	7,989,620


	Total	15,980,340

	Finance—33.8%

8,000,000	American General Finance Corp., 1.700%, 9/10/2002	7,996,600

8,000,000	(7) Beta Finance, Inc., 1.730%, 9/23/2002	7,991,542

8,000,000	(7) CIESCO L.P., 1.700% - 1.760%, 10/10/2002 - 10/17/2002	7,983,231

8,000,000	Citicorp, 1.700%, 9/4/2002	7,998,867

8,000,000	(7) Falcon Asset Securitization Corp., 1.740% - 1.750%, 9/5/2002 -9/18/2002	7,996,876

8,000,000	Prudential Funding Corp., 1.700%, 9/9/2002	7,996,978

8,000,000	(7) Toyota Motor Credit Corp., 1.700%, 9/16/2002	7,994,333

8,000,000	USAA Capital Corp., 1.700%, 9/9/2002	7,996,978

8,000,000	Wells Fargo & Co., 1.720%, 10/22/2002	7,980,507


	Total	71,935,912

	Finance-Commercial—2.8%

6,000,000	General Electric Capital Services, 1.710%, 11/19/2002	5,977,485

	Process Industries—3.7%

8,000,000	Du Pont (E.I.) de Nemours & Co., 1.680%, 9/19/2002	7,993,280

	Retail Trade—3.8%

8,000,000	(7) Wal-Mart Stores, Inc., 1.700%, 9/17/2002	7,993,956


Principa l Amount or Shares			Value

		Utilities—3.8%

$	8,000,000	(7) BellSouth Telecommunications, Inc., 1.690% - 1.700%, 9/6/2002	$	7,998,119

		TOTAL COMMERCIAL PAPER		141,676,088

		CORPORATE BOND—0.9%
		Finance—0.9%

	2,000,000	General Electric Capital Corp., 6.700%, 10/1/2002		2,007,686

		(8) GOVERNMENT AGENCIES—19.9%
		Finance—19.9%

	5,000,000	Federal Home Loan Bank System, 1.620%, 10/9/2002		4,991,450

	2,300,000	Federal Home Loan Bank System, 1.700%, 11/1/2002		2,293,375

	5,000,000	Federal Home Loan Bank System, 1.710%, 9/13/2002		4,997,150

	1,000,000	Federal Home Loan Bank System, 2.150%, 8/13/2003		1,000,000

	1,000,000	Federal Home Loan Bank System, 2.650%, 6/5/2003		1,000,000

	2,000,000	Federal Home Loan Mortgage Corp., 1.640%, 10/1/2002		1,997,267

	5,000,000	Federal Home Loan Mortgage Corp., 1.700%, 9/24/2002		4,994,569

	2,000,000	Federal Home Loan Mortgage Corp., 2.450%, 1/16/2003		2,000,000

	1,000,000	Federal Home Loan Mortgage Corp., 2.450%, 6/17/2003		1,000,000

	5,000,000	Federal Home Loan Mortgage Corp., 2.650%, 12/20/2002		5,000,000

	10,000,000	Federal National Mortgage Association, 1.650%, 9/4/2002		9,998,625

	2,969,000	Federal National Mortgage Association, 1.700%, 11/13/2002		2,958,765

	125,000	Federal National Mortgage Association, 2.550%, 11/5/2002		125,000

		TOTAL GOVERNMENT AGENCIES		42,356,201

		MUTUAL FUND—1.1%

	2,332,000	Fidelity Institutional Cash Treasury Money Market Fund (at net asset value)		2,332,000

		(2) REPURCHASE AGREEMENT—11.6%

$	24,603,000	State Street Corp., 1.710%, dated 8/30/2002, due 9/3/2002		24,603,000

		TOTAL INVESTMENTS (at amortized cost)	$	212,974,975

U.S. TREASURY MONEY MARKET FUND


Principal Amount or Shares			Value

		(8) U.S. TREASURY BILLS—54.1%

$	5,000,000	1.600%, 9/5/2002	$	4,999,078

	5,000,000	1.610%, 11/7/2002		4,985,018

	10,000,000	1.630%, 11/14/2002		9,966,494

	10,000,000	1.630%, 11/21/2002		9,963,325

	10,000,000	1.650%, 9/12/2002		9,994,913

	10,000,000	1.660%, 10/24/2002		9,975,561

	10,000,000	1.660%, 10/31/2002		9,972,333

	5,000,000	1.670%, 10/3/2002		4,992,578

	10,000,000	1.670%, 10/17/2002		9,978,661

	10,000,000	1.675%, 9/26/2002		9,988,368

	10,000,000	1.690%, 9/19/2002		9,991,550

	10,000,000	1.690%, 10/10/2002		9,981,692

		TOTAL U.S. TREASURY BILLS		104,789,571

		MUTUAL FUND—0.6%

	1,078,000	Fidelity Institutional Cash Treasury Money Market Fund (at net asset value)		1,078,000

		(2) REPURCHASE AGREEMENTS—45.4%

$	40,000,000	Morgan Stanley & Co., Inc., 1.770%, dated 8/30/2002, due 9/3/2002		40,000,000

	47,814,000	State Street Corp., 1.710%, dated 8/30/2002, due 9/3/2002		47,814,000

		TOTAL REPURCHASE AGREEMENTS		87,814,000

		TOTAL INVESTMENTS (at amortized cost)	$	193,681,571

Notes to Portfolios of Investments

Hibernia Funds

August 31, 2002

(1)

Non-income producing.

(2)

The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on market prices at the date of the portfolio.

(3)

At August 31, 2002, 7.2% of the total investments at market value were subject to alternative minimum tax for Hibernia Louisiana Municipal Income Fund (unaudited).

(4)

Please refer to the Appendix of the Statement of Additional Information for an explanation of the credit ratings. Current credit ratings are unaudited.

(5)

Because of monthly principal payments, the average lives of certain government securities are less than the indicated periods.

(6)

Rate shown represents yield to maturity.

(7)

Denotes a restricted security which is subject to restrictions on resale under federal securities laws. These securities have been deemed liquid based upon criteria approved by the fund’s Board of Trustees. At August 31, 2002 these securities amounted to $63,943,124 which represents 30.0% of net assets for the Cash Reserve Fund.

(8)

These issues show the rate of discount at time of purchase.

The following abbreviations are used in these portfolios:

ADR

—American Depository Receipt

AMBAC

—American Municipal Bond Assurance Corporation

COL

—Collateralized

FGIC

—Financial Guaranty Insurance Corporation

FHA

—Federal Housing Administration

FHLMC

—Federal Home Loan Mortgage Corporation

FNMA

—Federal National Mortgage Association

FSA

—Financial Security Assurance

GNMA

—Government National Mortgage Association

—General Obligation

GTD

—Guaranteed

HFA

—Housing Finance Authority

IDB

—Industrial Development Bond

INS

—Insured

—Limited Tax

MBIA

—Municipal Bond Insurance Association

PFA

—Public Facility Authority

REMIC

—Real Estate Mortgage Investment Conduit

SFM

—Single Family Mortgage

—Unlimited Tax

With respect to the Hibernia Capital Appreciation Fund and Hibernia Mid Cap Equity Fund Portfolio of Investments, each percentage listed beneath the heading “Common Stock” represents the percentage of the respective portfolio invested in the identified economic sector.

	For Federal Tax Purposes

Hibernia Funds	Cost of Investments		Net Unrealized Appreciation		Gross Unrealized Appreciation		Gross Unrealized Depreciation		Total Net Assets*

Capital Appreciation Fund	$	171,757,925	$	57,701,353	$	74,203,550	$	16,502,197	$	229,593,426
Louisiana Municipal Income Fund		80,463,899		5,624,685		5,625,165		480		87,185,329
Mid Cap Equity Fund		45,553,284		455,971		5,367,358		4,911,387		45,995,045
Total Return Bond Fund		44,146,035		3,222,037		3,242,587		20,550		47,427,717
U.S. Government Income Fund		82,290,213		4,152,597		4,331,953		179,356		85,093,057
Cash Reserve Fund		212,974,975		—		—		—		213,015,230
U.S. Treasury Money Market Fund		193,681,571		—		—		—		193,534,614

* The categories of investments are shown as a percentage of net assets at August 31, 2002.

Statements of Assets and Liabilities

Hibernia Funds

August 31, 2002


	Capital Appreciation Fund			Louisiana Municipal Income Fund			Mid Cap Equity Fund

Assets:
Investments in repurchase agreements	$	11,817,000		$	—		$	2,938,000
Investments in securities		217,642,278			86,088,584			43,071,255

Total investments in securities, at value		229,459,278			86,088,584			46,009,255
Cash		249,042			58,235			38,030
Income receivable		327,706			1,253,542			27,313
Receivable for investments sold		—			—			76,848
Receivable for shares sold		154,226			64,328			68,026

Total assets		230,190,252			87,464,689			46,219,472

Liabilities:
Payable for investments purchased		—			—			—
Payable for shares redeemed		278,672			3,930			147,156
Income distribution payable		—			201,756			—
Accrued expenses		318,154			73,674			77,271

Total liabilities		596,826			279,360			224,427

Net Assets Consist of:
Paid-in capital		172,590,960			81,047,248			46,548,398
Net unrealized appreciation of investments		57,701,353			5,588,619			455,971
Accumulated net realized gain (loss) on investments		(954,159	)		541,017			(1,009,324	)
Undistributed net investment income (Distributions in excess of net investment income)		255,272			8,445			—

Total Net Assets	$	229,593,426		$	87,185,329		$	45,995,045

Net Assets:	$	217,743,939	(1)	$	84,361,355	(3)	$	42,545,258	(5)

	$	11,849,487	(2)	$	2,823,974	(4)	$	3,449,787	(6)

Shares Outstanding:		13,194,430	(1)		7,398,606	(3)		3,714,042	(5)

		747,384	(2)		247,786	(4)		310,340	(6)

Total Shares Outstanding		13,941,814			7,646,392			4,024,382

Net Asset Value Per Share	$	16.50	(1)	$	11.40	(3)	$	11.46	(5)

	$	15.85	(2)		11.40	(4)		11.12	(6)

Offering Price Per Share*	$	17.28	(1)****	$	11.75	(3)***	$	12.00	(5)****

	$	15.85	(2)		11.40	(4)		11.12	(6)

Redemption Proceeds Per Share**	$	16.50	(1)	$	11.40	(3)	$	11.46	(5)

	$	14.98	(2)*****		10.77	(4)*****		10.51	(6)*****

Investments, at identified cost	$	171,757,925		$	80,499,965		$	45,553,284

(1) Represents Class A Shares of Capital Appreciation Fund.

* See "What Do Shares Cost" in the Prospectus.

(2) Represents Class B Shares of Capital Appreciation Fund.

** See "How to Redeem and Exchange Shares" in the Prospectus.

(3) Represents Class A Shares of Louisiana Municipal Income Fund.

*** Computation of Offering Price: 100/97 of net asset value

(4) Represents Class B Shares of Louisiana Municipal Income Fund.

**** Computation of Offering Price: 100/95.50 of net asset value.

(5) Represents Class A Shares of Mid Cap Equity Fund.	***** Computation of Redemption Proceeds: 94.50/100 of net asset value.
(6) Represents Class B Shares of Mid Cap Equity Fund
(7) Represents Class A Shares of Cash Reserve Fund.
(8) Represents Class B Shares of Cash Reserve Fund.


Total Return Bond Fund			U.S. Government Income Fund			Cash Reserve Fund			U.S. Treasury Money Market Fund


$	2,138,000		$	4,791,000		$	24,603,000		$	87,814,000
	45,230,072			81,651,810			188,371,975			105,867,571

	47,368,072			86,442,810			212,974,975			193,681,571
	38,529			42,739			115,363			114,243
	643,252			769,517			111,549			14,836
	—			1,587,398			—			—
	31,999			23,844			118,422			600

	48,081,852			88,866,308			213,320,309			193,811,250


	—			2,000,000			—			—
	557,842			1,455,681			14,144			3,592
	24,652			249,578			149,026			141,580
	71,641			67,992			141,909			131,464

	654,135			3,773,251			305,079			276,636


	46,516,730			84,773,816			213,054,952			193,534,978
	3,343,518			4,590,522			—			—
	(2,440,739	)		(4,282,208	)		(45,506	)		—
	8,208			10,927			5,784			(364	)

$	47,427,717		$	85,093,057		$	213,015,230		$	193,534,614

$	47,427,717		$	85,093,057		$	212,319,691	(7)	$	193,534,614

	—			—		$	695,539	(8)		—

	4,671,773			8,118,170			212,359,142	(7)		193,534,987

	—			—			695,810	(8)		—

	4,671,773			8,118,170			213,054,952			193,534,987

$	10.15		$	10.48		$	1.00	(7)	$	1.00

	—			—			1.00	(8)		—

$	10.46	***	$	10.80	***	$	1.00	(7)	$	1.00

	—			—			1.00	(8)		—

$	10.15		$	10.48		$	1.00	(7)	$	1.00

	—			—			1.00	(8)*****		—

$	44,024,554		$	81,852,288		$	212,974,975		$	193,681,571

Statements of Operations

Hibernia Funds

August 31, 2002


	Capital Appreciation Fund			Louisiana Municipal Income Fund			Mid Cap Equity Fund

Investment Income:
Dividends	$	3,545,691	(1)	$	—		$	405,933
Interest		222,894			4,799,155			54,492

Total income		3,768,585			4,799,155			460,425

Expenses:
Investment adviser fee		1,995,296			407,423			325,694
Administrative personnel and services fee		298,019			101,494			50,000
Custodian fees		58,208			22,634			15,000
Transfer and dividend disbursing agent fees and expenses		81,721			48,879			67,464
Directors'/Trustees' fees		27,341			8,901			3,696
Auditing fees		20,313			14,253			11,714
Legal fees		8,236			11,072			7,858
Portfolio accounting fees		76,733			67,103			58,851
Distribution services fee		735,931	(2)		231,128	(3)		126,210	(4)
Shareholder services fee		35,416	(6)		2,391	(6)		8,822	(6)
Share registration costs		28,973			19,258			29,175
Printing and postage		9,122			6,105			2,312
Insurance premiums		1,854			1,251			1,000
Miscellaneous		7,365			6,011			1,944

Total expenses		3,384,528			947,903			709,740

Waivers:
Waiver of investment adviser fee		—			(208,239	)		—
Waiver of distribution services fee		—			(89,582	)(7)		—

Total waivers		—			(297,821	)		—

Net expenses		3,384,528			650,082			709,740

Net investment income (operating loss)		384,057			4,149,073			(249,315	)

Realized and Unrealized Gain (Loss) on Investments:
Net realized gain (loss) on investments		(950,715	)		619,601			(1,008,434	)
Net change in unrealized appreciation (depreciation) on investments		(45,807,932	)		(354,577	)		(2,784,892	)

Net realized and unrealized gain (loss) on investments		(46,758,647	)		265,024			(3,793,326	)

Change in net assets resulting from operations	$	(46,374,590	)	$	4,414,097		$	(4,042,641	)

(1)

Net of foreign taxes withheld of $20,250.

(2)

Represents distribution services fee of $629,683 and $106,248, for Class A Shares and Class B Shares, respectively, of Capital Appreciation Fund.

(3)

Represents distribution services fee of $223,955 and $7,173 for Class A Shares and Class B Shares, respectively, of Louisiana Municipal Income Fund.

(4)

Represents distribution services fee of $99,742 and $26,468, for Class A Shares and Class B Shares, respectively, of Mid Cap Equity Fund.

(5)

Represents distribution services fee of $579,310 and $4,972, for Class A Shares and Class B Shares, respectively, of Cash Reserve Fund.

(6)

Represents shareholder services fee for Class B Shares.

(7)

Represents distribution service fee waiver for Class A Shares.

(8)

Represents distribution service fee waiver of $55,108 and $2,057, for Class A and Class B Shares, respectively, of Cash Reserve Fund.


Total Return Bond Fund			U.S. Government Income Fund			Cash Reserve Fund			U.S. Treasury Money Market Fund


$	—		$	—		$	—		$	—
	3,700,349			4,690,302			4,923,843			4,714,864

	3,700,349			4,690,302			4,923,843			4,714,864


	418,286			379,613			929,548			944,700
	66,880			94,641			260,426			264,302
	14,939			21,089			51,477			52,235
	38,730			33,186			112,613			65,668
	5,929			7,201			20,647			16,916
	12,583			13,524			19,852			17,764
	9,175			8,140			9,352			9,644
	43,208			46,488			69,365			56,634
	149,388			210,896			584,282	(5)		—
	—			—			1,657	(6)		—
	11,463			17,867			26,438			17,978
	7,206			8,198			10,421			17,524
	1,062			1,205			1,834			1,637
	6,054			5,399			8,275			9,332

	784,903			847,447			2,106,187			1,474,334


	(179,266	)		(177,153	)		(92,119	)		—
	—			(84,358	)		(57,165	)(8)		—

	(179,266	)		(261,511	)		(149,284	)		—

	605,637			585,936			1,956,903			1,474,334

	3,094,712			4,104,366			2,966,940			3,240,530


	(1,717,852	)		160,393			(39,616	)		—
	1,129,204			1,791,775			—			—

	(588,648	)		1,952,168			(39,616	)		—

$	2,506,064		$	6,056,534		$	2,927,324		$	3,240,530

Statements of Changes in Net Assets

Hibernia Funds

August 31, 2002


	Capital Appreciation Fund						Louisiana Municipal Income Fund


	Year Ended August 31, 2002			Year Ended August 31, 2001			Year Ended August 31, 2002			Year Ended August 31, 2001

Increase (Decrease) in Net Assets:
Operations:
Net investment income (operating loss)	$	384,057		$	115,691		$	4,149,073		$	4,511,628
Net realized gain (loss) on investments		(950,715	)		12,472,914			619,601			(94,492	)
Net change in unrealized appreciation (depreciation) on investments		(45,807,932	)		(84,655,669	)		(354,577	)		4,261,976

Change in net assets resulting from operations		(46,374,590	)		(72,067,064	)		4,414,097			8,679,112

Distributions to Shareholders:
Distributions from net investment income		(244,475	)(1)		—			(4,086,979	)(4)		(4,485,440	)
Distributions from net realized gain on investments		(12,476,358	)(2)		(7,402,771	)(3)		(24,766	)(5)		(179,542	)

Change in net assets from distributions to shareholders		(12,720,833	)		(7,402,771	)		(4,111,745	)		(4,664,982	)

Share Transactions:
Proceeds from sale of shares		37,851,749			19,501,455			10,116,758			12,775,785
Proceeds from shares issued in connection with the tax-free transfer of assets from Common Trust Funds		—			23,994,490			—			—
Net asset value of shares issued to shareholders in payment of distributions declared		10,175,033			6,459,713			1,593,985			1,961,780
Cost of shares redeemed		(40,400,507	)		(90,654,566	)		(23,650,039	)		(13,612,980	)

Change in net assets from share transactions		7,626,275			(40,698,908	)		(11,939,296	)		1,124,585

Change in net assets		(51,469,148	)		(120,168,743	)		(11,636,944	)		5,138,715
Net Assets:
Beginning of period		281,062,574			401,231,317			98,822,273			93,683,558

End of period	$	229,593,426		$	281,062,574		$	87,185,329		$	98,822,273

Undistributed net investment income (Distributions in excess of net investment income) included in net assets at end of period	$	255,272		$	115,690		$	8,445		$	(41,326	)

(1)

Represents income distributions for Class A Shares.

(2)

Represents gain distributions of $11,807,028 and $669,330 for Class A Shares and Class B Shares, respectively.

(3)

Represents gain distributions of $6,994,394 and $408,377 for Class A Shares and Class B Shares, respectively.

(4)

Represents income distributions of $4,048,547 and $38,432 for Class A Shares and Class B Shares, respectively.

(5)

Represents gain distributions of $24,745 and $21 for Class A Shares and Class B Shares, respectively.

(6)

Represents gain distributions of $229,776 and $21,377 for Class A Shares and Class B Shares, respectively.

(7)

Represents gain distributions of $2,262,138 and $339,970 for Class A Shares and Class B Shares, respectively.


Mid Cap Equity Fund						Total Return Bond Fund						U.S. Government Income Fund


Year Ended August 31, 2002			Year Ended August 31, 2001			Year Ended August 31, 2002			Year Ended August 31, 2001			Year Ended August 31, 2002			Year Ended August 31, 2001



$	(249,315	)	$	(98,942	)	$	3,094,712		$	4,341,378		$	4,104,366		$	4,815,971
	(1,008,434	)		1,378,728			(1,717,852	)		(90,948	)		160,393			(61,738	)

	(2,784,892	)		(6,564,538	)		1,129,204			4,382,520			1,791,775			3,962,259

	(4,042,641	)		(5,284,752	)		2,506,064			8,632,950			6,056,534			8,716,492


	—			—			(3,153,612	)		(4,469,460	)		(4,561,490	)		(4,947,424	)
	(251,153	)(6)		(2,602,108	)(7)		—			—			—			—


	(251,153	)		(2,602,108	)		(3,153,612	)		(4,469,460	)		(4,561,490	)		(4,947,424	)


	18,766,526			21,334,166			10,292,621			5,828,981			14,079,069			9,874,984

	—			—			—			—			—			—

	244,573			2,454,646			2,265,653			2,923,475			1,517,394			1,619,018
	(9,255,060	)		(5,630,435	)		(35,542,648	)		(19,765,146	)		(17,015,882	)		(15,970,132	)

	9,756,039			18,158,377			(22,984,374	)		(11,012,690	)		(1,419,419	)		(4,476,130	)

	5,462,245			10,271,517			(23,631,922	)		(6,849,200	)		75,625			(707,062	)

	40,532,800			30,261,283			71,059,639			77,908,839			85,017,432			85,724,494

$	45,995,045		$	40,532,800		$	47,427,717		$	71,059,639		$	85,093,057		$	85,017,432


$	—		$	894		$	8,208		$	(31,004	)	$	10,927		$	10,681

Statements of Changes in Net Assets

Hibernia Funds

August 31, 2002


	Cash Reserve Fund						U.S. Treasury Money Market Fund


	Year Ended August 31, 2002			Year Ended August 31, 2001			Year Ended August 31, 2002			Year Ended August 31, 2001

Increase (Decrease) in Net Assets:
Operations:
Net investment income	$	2,966,940		$	10,804,746		$	3,240,530		$	10,733,508
Net realized loss on investments		(39,616	)		—			—			—

Change in net assets resulting from operations		2,927,324			10,804,746			3,240,530			10,733,508

Distributions to Shareholders:
Distributions from net investment income		(2,967,046	)(1)		(10,804,746	)(2)		(3,240,894	)		(10,733,508	)

Share Transactions:
Proceeds from sale of shares		409,027,049			603,151,127			937,319,419			1,231,726,978
Net asset value of shares issued to shareholders in payment of distributions declared		871,010			2,694,549			781,316			2,808,437
Cost of shares redeemed		(441,606,020	)		(593,681,682	)		(954,667,403	)		(1,222,890,980	)

Change in net assets from share transactions		(31,707,961	)		12,163,994			(16,566,668	)		11,644,435

Change in net assets		(31,747,683	)		12,163,994			(16,567,032	)		11,644,435
Net Assets:
Beginning of period		244,762,913			232,598,919			210,101,646			198,457,211

End of period	$	213,015,230		$	244,762,913		$	193,534,614		$	210,101,646

Undistributed net investment income (distributions in excess of net investment income) included in net assets at end of period	$	5,784		$	—		$	(364	)	$	—

(1)

Represents income distributions of $2,961,560 and $5,486 for Class A Shares and Class B Shares, respectively.

(2)

Represents income distributions of $10,794,526 and $10,220 for Class A Shares and Class B Shares, respectively.

Financial Highlights

Hibernia Funds

August 31, 2002

(For a share outstanding throughout each period)



Year Ended August 31,	Net Asset Value, Beginning of Period		Net Investment Income (Loss)		Net Realized and Unrealized Gain/(Loss) on Investments		Total from Investment Operations		Distributions from Net Investment Income		Distributions from Net Realized Gain on Investments		Distributions in Excess of Net Investment Income

Capital Appreciation Fund—Class A Shares
1998	$	22.38	0.08		1.09		1.17		(0.07	)	(2.34	)	—
1999	$	21.14	0.01		7.73		7.74		(0.00	)(3)	(2.79	)	(0.02	)(4)
2000	$	26.07	(0.01	)	4.50		4.49		—		(3.15	)	—
2001	$	27.41	0.02		(6.07	)	(6.05	)	—		(0.52	)	—
2002	$	20.84	0.04		(3.44	)	(3.40	)	(0.02	)	(0.92	)	—
Capital Appreciation Fund—Class B Shares
1998	$	22.32	(0.06	)	1.07		1.01		—		(2.34	)	—
1999	$	20.99	(0.16	)	7.66		7.50		—		(2.79	)	—
2000	$	25.70	(0.18	)	4.39		4.21		—		(3.15	)	—
2001	$	26.76	(0.18	)	(5.87	)	(6.05	)	—		(0.52	)	—
2002	$	20.19	(0.11	)	(3.31	)	(3.42	)	—		(0.92	)	—
Louisiana Municipal Income Fund—Class A Shares
1998	$	11.21	0.56		0.32		0.88		(0.57	)	(0.05	)	(0.00	)(3)(4)
1999	$	11.47	0.54		(0.54	)	0.00		(0.54	)	(0.08	)	—
2000	$	10.85	0.56		0.09		0.65		(0.55	)	(0.10	)	—
2001	$	10.85	0.53	(5)	0.50		1.03		(0.53	)	(0.02	)	—
2002	$	11.33	0.51	(6)	0.07	(6)	0.58		(0.51	)	(0.00	)(3)	—
Louisiana Municipal Income Fund—Class B Shares
2002(7)	$	11.36	0.34	(6)	0.05	(6)	0.39		(0.35	)	(0.00	)(3)	—
Mid Cap Equity Fund—Class A Shares
1998(9)	$	10.00	(0.01	)	(1.85	)	(1.86	)	—		—		—
1999	$	8.14	(0.05	)(5)	3.26		3.21		—		—		—
2000	$	11.35	(0.05	)	4.71		4.66		—		—		—
2001	$	16.01	(0.03	)	(2.12	)	(2.15	)	—		(1.29	)	—
2002	$	12.57	(0.02	)	(1.01	)	(1.03	)	—		(0.08	)	—
Mid Cap Equity Fund—Class B Shares
1998(9)	$	10.00	(0.01	)	(1.86	)	(1.87	)	—		—		—
1999	$	8.13	(0.13	)(5)	3.29		3.16		—		—		—
2000	$	11.29	(0.11	)	4.63		4.52		—		—		—
2001	$	15.81	(0.11	)	(2.13	)	(2.24	)	—		(1.29	)	—
2002	$	12.28	0.18		(1.26	)	(1.08	)	—		(0.08	)	—
Total Return Bond Fund
1998	$	9.99	0.58		0.35		0.93		(0.58	)	(0.07	)	(0.00	)(3)(4)
1999	$	10.27	0.58		(0.57	)	0.01		(0.57	)	(0.03	)	—
2000	$	9.68	0.59		(0.07	)	0.52		(0.58	)	—		—
2001	$	9.62	0.57		0.56		1.13		(0.59	)	—		—
2002	$	10.16	0.52	(5)(10)	—		0.52		(0.53	)	—		—

(1)

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

(2)

This voluntary expense decrease is reflected in both the expense and net investment income ratios.

(3)

Amount is less than $0.01 per share.

(4)

These distributions in excess of net investment income were a result of certain book and tax timing differences. These distributions do not represent a return of capital for federal tax purposes.

(5)

Per share information based on average shares outstanding.

(6)

Effective September 1, 2001 the Hibernia Louisiana Municipal Income Fund adopted the provisions of the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide for Investment companies and began accreting short and long term discounts on debt securities. For the period ended August 31, 2002 this change had no effect on net investment


					Ratio to Average Net Assets
Total Distributions	Net Asset Value, End of Period		Total Return (1)		Expenses		Net Investment Income (Loss)		Expense Waiver/ Reimbursement (2)		Net Assets, End of Period (000 omitted)		Portfolio Turnover Rate


(2.41)	$	21.14	5.12	%	1.21	%	0.32	%	—		$	279,778	62	%
(2.81)	$	26.07	38.35	%	1.22	%	0.03	%	—		$	352,876	44	%
(3.15)	$	27.41	18.55	%	1.20	%	(0.04	)%	—		$	380,073	8	%
(0.52)	$	20.84	(22.37	)%	1.21	%	0.07	%	—		$	265,817	2	%
(0.94)	$	16.50	(17.18	)%	1.23	%	0.18	%	—		$	217,744	3	%

(2.34)	$	20.99	4.36	%	1.96	%	(0.44	)%	—		$	10,840	62	%
(2.79)	$	25.70	37.35	%	1.98	%	(0.73	)%	—		$	18,435	44	%
(3.15)	$	26.76	17.65	%	1.95	%	(0.79	)%	—		$	21,159	8	%
(0.52)	$	20.19	(22.93	)%	1.96	%	(0.68	)%	—		$	15,245	2	%
(0.92)	$	15.85	(17.83	)%	1.98	%	(0.57	)%	—		$	11,849	3	%

(0.62)	$	11.47	8.04	%	0.66	%	4.94	%	0.08	%	$	98,711	24	%
(0.62)	$	10.85	(0.08	)%	0.66	%	4.77	%	0.29	%	$	92,702	17	%
(0.65)	$	10.85	6.23	%	0.67	%	5.20	%	0.33	%	$	93,684	12	%
(0.55)	$	11.33	9.79	%	0.66	%	4.83	%	0.33	%	$	98,822	9	%
(0.51)	$	11.40	5.32	%	0.71	%	4.59	%(6)	0.33	%	$	84,361	10	%

(0.35)	$	11.40	3.60	%	1.59	%(8)	3.76	%(6)(8)	0.23	%(8)	$	2,824	10	%

—	$	8.14	(18.60	)%	1.89	%(8)	(0.48	)%(8)	0.20	%(8)	$	13,422	1	%
—	$	11.35	39.43	%	1.76	%	(0.44	)%	0.70	%	$	18,283	55	%
—	$	16.01	41.06	%	1.72	%	(0.35	)%	0.23	%	$	26,171	32	%
(1.29)	$	12.57	(14.05	)%	1.58	%	(0.21	)%	0.15	%	$	36,985	20	%
(0.08)	$	11.46	(8.27	)%	1.57	%	(0.51	)%	—		$	42,545	12	%

—	$	8.13	(18.70	)%	2.76	%(8)	(1.22	)%(8)	0.17	%(8)	$	567	1	%
—	$	11.29	38.87	%	2.51	%	(1.21	)%	0.63	%	$	1,990	55	%
—	$	15.81	40.04	%	2.47	%	(1.10	)%	0.23	%	$	4,090	32	%
(1.29)	$	12.28	(14.86	)%	2.33	%	(0.94	)%	0.15	%	$	3,548	20	%
(0.08)	$	11.12	(8.87	)%	2.32	%	(1.26	)%	—		$	3,450	12	%

(0.65)	$	10.27	9.51	%	1.08	%	5.66	%	0.17	%	$	79,957	31	%
(0.60)	$	9.68	(0.03	)%	0.99	%	5.69	%	0.30	%	$	79,913	20	%
(0.58)	$	9.62	5.53	%	0.98	%	6.04	%	0.30	%	$	77,909	11	%
(0.59)	$	10.16	12.08	%	0.97	%	5.79	%	0.30	%	$	71,060	8	%
(0.53)	$	10.15	5.39	%	1.01	%	5.18	%(10)	0.30	%	$	47,428	0	%

income

per share or net realized and unrealized gain per share, but increased the ratio of net investment income to average net assets from 4.58% to 4.59% for Class A Shares and increased the ratio of net investment income to average net assets from 3.75% to 3.76% for Class B Shares. Per share, ratios and supplemental data for periods prior to September 1, 2001 have not been restated to reflect this change in presentation.

(7)

Reflects operations for the period from November 15, 2001 (date of initial public offering) to August 31, 2002.

(8)

Computed on an annualized basis.

(9)

Reflects operations for the period from July 13, 1998 (date of initial public offering) to August 31, 1998.

(10)

Effective September 1, 2001, the Total Return Bond Fund adopted the provisions of the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premiums on long term debt securities. The effect of this change for the fiscal year ended August 31, 2002 was to decrease net investment income per share by $0.01, increase net realized gain/loss per share by $0.01, and decrease the ratio of net investment income to average net assets from 5.34% to 5.18%. Per share, ratios and supplemental data for the periods prior to September 1, 2001 have not been restated to reflect this change in presentation.

Financial Highlights—continued

(For a share outstanding throughout each period)



Year Ended August 31,	Net Asset Value, Beginning of Period		Net Investment Income		Net Realized and Unrealized Gain/(Loss) on Investments		Total from Investment Operations	Distributions from Net Investment Income

U.S. Government Income Fund
1998	$	9.98	0.61		0.34		0.95	(0.60	)
1999	$	10.33	0.57		(0.52	)	0.05	(0.57	)
2000	$	9.81	0.58		0.03		0.61	(0.57	)
2001	$	9.85	0.59		0.46		1.05	(0.60	)
2002	$	10.30	0.61	(3)	0.13	(3)	0.74	(0.56	)
Cash Reserve Fund—Class A Shares
1998	$	1.00	0.05		—		0.05	(0.05	)
1999	$	1.00	0.04		—		0.04	(0.04	)
2000	$	1.00	0.05		—		0.05	(0.05	)
2001	$	1.00	0.05		—		0.05	(0.05	)
2002	$	1.00	0.01		(0.00	)(4)	0.01	(0.01	)
Cash Reserve Fund—Class B Shares
1999(5)	$	1.00	0.03		—		0.03	(0.03	)
2000	$	1.00	0.04		—		0.04	(0.04	)
2001	$	1.00	0.04		—		0.04	(0.04	)
2002	$	1.00	0.01		(0.00	)(4)	0.01	(0.01	)
U.S. Treasury Money Market Fund
1998	$	1.00	0.05		—		0.05	(0.05	)
1999	$	1.00	0.04		—		0.04	(0.04	)
2000	$	1.00	0.05		—		0.05	(0.05	)
2001	$	1.00	0.05		—		0.05	(0.05	)
2002	$	1.00	0.01		—		0.01	(0.01	)

(1)

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

(2)

This voluntary expense decrease is reflected in both the expense and net investment income ratios.

(3)

Effective September 1, 2001, the U.S. Government Income Fund adopted the provisions of the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premiums on long term debt securities. The effect of this change for the fiscal year ended August 31, 2002 was to decrease net investment income per share by $0.05, increase net realized gain/loss per share by $0.05, and decrease the ratio of net investment income to average net assets from 5.41% to 4.87%. Per share, ratios and supplemental data for the periods prior to September 1, 2001 have not been restated to reflect this change in presentation.

(4)

Amount is less than $0.01 per share.

(5)

Reflects operations for the period from September 4, 1998 (date of initial public offering) to August 31, 1999.

(6)

Computed on an annualized basis.


				Ratio to Average Net Assets

Net Asset Value, End of Period		Total Return(1)		Expenses		Net Investment Income		Expense Waiver/ Reimbursement(2)		Net Assets, End of Period (000 omitted)		Portfolio Turnover Rate


$	10.33	9.74	%	0.73	%	5.98	%	0.06	%	$	83,535	44	%
$	9.81	0.41	%	0.70	%	5.55	%	0.27	%	$	84,242	24	%
$	9.85	6.47	%	0.68	%	5.96	%	0.31	%	$	85,724	15	%
$	10.30	10.95	%	0.68	%	5.83	%	0.31	%	$	85,017	27	%
$	10.48	7.39	%	0.69	%	4.87	%(3)	0.31	%	$	85,093	39	%

$	1.00	4.82	%	0.89	%	4.72	%	—		$	149,219	—
$	1.00	4.23	%	0.92	%	4.16	%	—		$	157,099	—
$	1.00	5.10	%	0.94	%	5.03	%	—		$	232,410	—
$	1.00	4.66	%	0.90	%	4.47	%	—		$	244,254	—
$	1.00	1.27	%	0.84	%	1.28	%	0.06	%	$	212,320	—

$	1.00	3.37	%	1.67	%(6)	3.35	%(6)	—		$	77	—
$	1.00	4.31	%	1.69	%	4.27	%	—		$	189	—
$	1.00	3.88	%	1.65	%	3.34	%	—		$	509	—
$	1.00	0.84	%	1.30	%	0.81	%	0.35	%	$	696	—

$	1.00	4.89	%	0.63	%	4.78	%	—		$	175,133	—
$	1.00	4.23	%	0.63	%	4.14	%	—		$	213,793	—
$	1.00	5.15	%	0.63	%	4.99	%	—		$	198,457	—
$	1.00	4.68	%	0.64	%	4.56	%	—		$	210,102	—
$	1.00	1.38	%	0.62	%	1.37	%	—		$	193,535	—

Combined Notes to Financial Statements

Hibernia Funds

August 31, 2002

(1)

ORGANIZATION

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


Portfolio Name	Diversification	Investment Objective

Hibernia Capital Appreciation Fund (“Capital Appreciation Fund”)	diversified	provide growth of capital and income.

Hibernia Louisiana Municipal Income Fund (“Louisiana Municipal Income Fund”)	non-diversified	provide current income which is generally exempt from federal income tax and personal income taxes imposed by the state of Louisiana.

Hibernia Mid Cap Equity Fund (“Mid Cap Equity Fund”)	diversified	total return.

Hibernia Total Return Bond Fund (“Total Return Bond Fund”)	diversified	maximize total return.

Hibernia U.S. Government Income Fund (“U.S. Government Income Fund”)	diversified	provide current income.

Hibernia Cash Reserve Fund (“Cash Reserve Fund”)	diversified	provide current income consistent with stability of principal.

Hibernia U.S. Treasury Money Market Fund (“U.S. Treasury Money Market Fund”)	diversified	provide current income consistent with stability of principal and liquidity.

The assets of each portfolio are segregated and a shareholder’s interest is limited to the portfolio in which shares are held.

During the reporting period, the Hibernia Louisiana Municipal Income Fund added Class B shares effective November 15, 2001.

On February 12, 2001, Capital Appreciation Fund acquired all of the net assets of BTC Equity Growth, BTC Equity Income and BTC American Core Equity Common Trust Funds (collectively, the “Common Trust Funds”) in a tax-free reorganization as follows:

(1)

Unrealized appreciation is included in the Common Trust Funds’ net assets acquired above.

(2)

SIGNIFICANT ACCOUNTING POLICIES

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

Investment Valuations—Municipal bonds are valued by an independent pricing service, taking into consideration yield, liquidity, risk, credit quality, coupon, maturity, type of issue and any other factors or market data the pricing service deems relevant. U.S. government securities, listed corporate bonds, and other fixed income and asset backed securities are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Listed equity securities are valued at the last sale price reported on a national securities exchange. Cash Reserve Fund and U.S. Treasury Money Market Fund use the amortized cost method to value portfolio securities in accordance with Rule 2a-7 under the Investment Company Act of 1940 (the “Act”). For Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap Equity Fund, Total Return Bond Fund and U.S. Government Income Fund, short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities purchased with remaining maturities of 60 days or less may be valued at amortized cost, which approximates fair market value. Securities for which no quotations are readily available are valued at fair value as determined in good faith under procedures adopted by the Board of Trustees of the Funds (the “Trustees”). Investments in other open-end regulated investment companies are valued at net asset value.

Repurchase Agreements—It is the policy of the Funds to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank’s vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Funds to monitor, on a daily basis, the market value of each repurchase agreement’s collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement.

The Funds will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Funds’ adviser to be creditworthy pursuant to the guidelines and/or standards reviewed with, or established by, the Trustees. The Funds may utilize a joint trading account for the purpose of entering into one or more repurchase agreements.

Investment Income, Expenses and Distributions—Interest income and expenses are accrued daily. All premiums/discounts are amortized/accreted for financial reporting purposes as required. Gains and losses realized on pre-payment of mortgage-backed securities (paydown gains and losses) are classified as part of interest income. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair value. Some of the Funds offer two classes of shares, which differ in their respective distribution and service fees. All shareholders bear the common expenses of the Funds based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Effective September 1, 2001, the Trust has adopted the provisions of the American Institute of Certified Public Accountants (AICPA) Audit and Accounting Guide for Investment Companies. The Funds began accreting and amortizing long term discounts and premiums on debt securities. Prior to September 1, 2001, the Trust did not accrete discounts on all debt securities or classify all paydown gains and losses as interest income. The cumulative effect of this accounting change had no impact on the total net assets of these Funds, but resulted in the following adjustments based on securities held by the Funds at September 1, 2001:


Fund	Cost of Investments			Undistributed Net Investment Income			Accumulated Net Realized Gain(Loss)


Louisiana Municipal Income Fund	$	28,351		$	28,351		$	—

Total Return Bond Fund		(372,533	)		(467,999	)		95,466

U.S. Government Income Fund		(224,745	)		(416,199	)		191,454

The effect of this change for the fiscal year ended August 31, 2002, was as follows:


Fund	Net Investment Income			Unrealized Appreciation/Depreciation			Net Realized Gain(Loss)


Louisiana Municipal Income Fund	$	11,539		$	(7,715	)	$	(3,824	)

Total Return Bond Fund		(98,111	)		(251,052	)		349,163

U.S. Government Income Fund		(457,370	)		213,180			244,190

The Statement of Changes in Net Assets and Financial Highlights for the prior periods have not been restated to reflect this change in presentation.

Income and capital gain distributions are determined in accordance with income tax regulations which may differ from GAAP. These differences are primarily due to differing book/tax treatments of market discount reclasses, paydown gains and losses and net operating losses. The following reclassifications have been made to the financial statements:


	Increase (Decrease)


Fund	Paid-In Capital			Undistributed Net Investment Income			Accumulated Net Realized Gain/Loss

Louisiana Municipal Income Fund	$	—		$	(40,674	)	$	40,674
Mid Cap Equity Fund		(249,546	)		248,421			1,125
Total Return Bond Fund		—			566,111			(566,111	)
U.S. Government Income Fund		—			873,569			(873,569	)
Cash Reserve Fund		—			5,890			(5,890	)

Federal Taxes—It is the Funds’ policy to comply with the provisions of the Internal Revenue Code, as amended (the “Code”), applicable to regulated investment companies and to distribute to shareholders each year substantially all of their income. Accordingly, no provision for federal tax is necessary.

At August 31, 2002, Capital Appreciation Fund, Total Return Bond Fund, U.S. Government Income Fund and Cash Reserve Fund for federal tax purposes, had capital loss carryforwards, as noted below, which will reduce the Funds’ taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve the Funds of any liability for federal tax. Pursuant to the Code, such capital loss carryforwards will expire as follows:


	Expiration Year


Fund	2003		2004		2005		2008		2009		2010		Total Tax Loss Carryforward


Capital Appreciation Fund	$	—	$	—	$	—	$	—	$	—	$	16,417	$	16,417

Total Return Bond Fund		—		—		—		2,538		159,669		152,412		314,619

U.S. Government Income Fund		1,349,514		1,298,006		553,828		77,409		402,687		99,291		3,780,735

Cash Reserve Fund		—		—		—		—		—		931		931

Additionally, the following Funds had capital losses attributable to security transactions incurred after October 31, 2001, which were treated as arising on September 1, 2002, the first day of each Fund’s next taxable year as follows:


Fund	Capital Losses Deferred


Capital Appreciation Fund	$	937,742

Mid Cap Equity Fund		1,009,324

Total Return Bond Fund		2,004,638

U.S. Government Income Fund		63,549

Cash Reserve Fund		44,575

As of August 31, 2002, the tax composition of distributions was as follows:


Fund	Ordinary Income			Long-term Capital Gains


Capital Appreciation Fund	$	244,475		$	12,476,358

Louisiana Municipal Income Fund		4,087,763	*		23,982

Mid Cap Equity Fund		—			251,153

Total Return Bond Fund		3,153,612			—

U.S. Government Income Fund		4,561,490			—

Cash Reserve Fund		2,967,046			—

U.S. Treasury Money Market Fund		3,240,894			—

* Included in this amount is tax exempt income of $4,086,979 for Louisiana Municipal Income Fund.

As of August 31, 2002, the components of distributable earnings on a tax basis were as follows:


	Undistributed Ordinary Income			Undistributed Long Term Gains		Unrealized Appreciation

Capital Appreciation Fund	$	255,272		$	—	$	57,701,353
Louisiana Municipal Income Fund		327,768	**		504,950		5,624,685
Mid Cap Equity Fund		—					455,971
Total Return Bond Fund		201,233			—		3,222,037
U.S. Government Income Fund		383,523			—		4,152,597
Cash Reserve Fund		154,809			—		—
U.S. Treasury Money Market Fund		141,216			—		—

** Included in this amount is tax exempt income of $327,768 for Louisiana Municipal Income Fund.

When-Issued and Delayed Delivery Transactions—The Funds may engage in when-issued or delayed delivery transactions. The Funds record when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked to market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Restricted Securities—Restricted securities are securities that may only be resold upon registration under federal securities laws or in transactions exempt from such registration. In some cases, the issuer of restricted securities has agreed to register such securities for resale, at the issuer’s expense either upon demand by the Funds or in connection with another registered offering of the securities. Many restricted securities may be resold in the secondary market in transactions exempt from registration. Such restricted securities may be determined to be liquid under criteria established by the Trustees. The Funds will not incur any registration costs upon such resales. The Funds’ restricted securities are valued at the price provided by dealers in the secondary market or, if no market prices are available, at the fair value as determined in good faith using methods approved by the Trustees.

Use of Estimates—The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets, liabilities, expenses and revenues reported in the financial statements. Actual results could differ from those estimated.

Other—Investment transactions are accounted for on a trade date basis.

(3) SHARES OF BENEFICIAL INTEREST

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

EQUITY AND INCOME FUNDS



	Capital Appreciation Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


Class A Shares	Shares		Dollars			Shares		Dollars


Shares sold	1,914,291		$	35,469,182		1,376,776		$	18,380,130

Shares issued in connection with the tax-free exchange of assets from Common Trust Funds	—			—		1,020,174			23,994,490

Shares issued to shareholders in payment of distributions declared	466,797			9,512,547		245,750			6,055,274

Shares redeemed	(1,939,804	)		(37,362,872	)	(3,758,265	)		(87,670,153	)


Net change resulting from Class A Share transactions	441,284		$	7,618,857		(1,115,565	)	$	(39,240,259	)




	Capital Appreciation Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


Class B Shares	Shares		Dollars			Shares		Dollars


Shares sold	127,411		$	2,382,567		80,913		$	1,121,325

Shares issued to shareholders in payment of distributions declared	33,663			662,486		16,843			404,439

Shares redeemed	(168,766	)		(3,037,635	)	(133,234	)		(2,984,413	)


Net change resulting from Class B Share transactions	(7,692	)		7,418		(35,478	)	$	(1,458,649	)


Net change resulting from Fund Share transactions	433,592		$	7,626,275		(1,151,043	)	$	(40,698,908	)





	Louisiana Municipal Income Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


Class A Shares	Shares		Dollars			Shares		Dollars


Shares sold	654,106		$	7,355,483		1,148,808		$	12,775,785

Shares issued to shareholders in payment of distributions declared	140,232			1,569,686		177,859			1,961,780

Shares redeemed	(2,117,870	)		(23,645,878	)	(1,241,342	)		(13,612,980	)


Net change resulting from Class A Share transactions	(1,323,532	)	$	(14,720,709	)	85,325		$	1,124,585



	Louisiana Municipal Income Fund


	Year Ended August 31, 2002 (1)					Year Ended August 31, 2001


Class B Shares	Shares		Dollars			Shares	Dollars


Shares sold	245,995		$	2,761,275		—		—

Shares issued to shareholders in payment of distributions declared	2,162			24,299		—		—

Shares redeemed	(371	)		(4,161	)	—		—


Net change resulting from Class B Share transactions	247,786			2,781,413		—		—


Net change resulting from Fund Share transactions	(1,075,746	)	$	(11,939,296	)	85,325	$	1,124,585

(1) Class B Shares of Louisiana Municipal Income Fund were first offered on November 15, 2001.



	Mid Cap Equity Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


Class A Shares	Shares		Dollars			Shares		Dollars


Shares sold	1,447,038		$	17,825,039		1,504,713		$	20,463,732

Shares issued to shareholders in payment of distributions declared	18,240			223,260		155,686			2,115,768

Shares redeemed	(694,509	)		(8,570,003	)	(351,542	)		(4,837,498	)


Net change resulting from Class A Share transactions	770,769		$	9,478,296		1,308,857		$	17,742,002





	Mid Cap Equity Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


Class B Shares	Shares		Dollars			Shares		Dollars


Shares sold	78,130		$	941,487		64,431		$	870,434

Shares issued to shareholders in payment of distributions declared	1,787			21,313		25,327			338,878

Shares redeemed	(58,571	)		(685,057	)	(59,383	)		(792,937	)


Net change resulting from Class B Share transactions	21,346			277,743		30,375		$	416,375


Net change resulting from Fund Share transactions	792,115		$	9,756,039		1,339,232		$	18,158,377





	Total Return Bond Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


	Shares		Dollars			Shares		Dollars


Shares sold	1,038,211		$	10,292,621		588,848		$	5,828,981

Shares issued to shareholders in payment of distributions declared	228,762			2,265,653		295,033			2,923,475

Shares redeemed	(3,592,202	)		(35,542,648	)	(1,981,923	)		(19,765,146	)


Net change resulting from Fund Share transactions	(2,325,229	)	$	(22,984,374	)	(1,098,042	)	$	(11,012,690	)


	U.S. Government Income Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


	Shares		Dollars			Shares		Dollars


Shares sold	1,363,191		$	14,079,069		977,884		$	9,874,984

Shares issued to shareholders in payment of distributions declared	147,591			1,517,394		160,337			1,619,018

Shares redeemed	(1,643,576	)		(17,015,882	)	(1,589,577	)		(15,970,132	)


Net change resulting from Fund Share transactions	(132,794	)	$	(1,419,419	)	(451,356	)	$	(4,476,130	)

MONEY MARKET FUNDS



	Cash Reserve Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


Class A Shares	Shares		Dollars			Shares		Dollars


Shares sold	408,331,342		$	408,331,342		602,531,516		$	602,531,516

Shares issued to shareholders in payment of distributions declared	865,712			865,712		2,684,615			2,684,615

Shares redeemed	(441,092,181	)		(441,092,181	)	(593,372,149	)		(593,372,149	)


Net change resulting from Class A Share transactions	(31,895,127	)	$	(31,895,127	)	11,843,982		$	11,843,982





	Cash Reserve Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


Class B Shares	Shares		Dollars			Shares		Dollars


Shares sold	695,707		$	695,707		619,611		$	619,611

Shares issued to shareholders in payment of distributions declared	5,298			5,298		9,934			9,934

Shares redeemed	(513,839	)		(513,839	)	(309,533	)		(309,533	)


Net change resulting from Class B Share transactions	187,166			187,166		320,012		$	320,012


Net change resulting from Fund Share transactions	(31,707,961	)	$	(31,707,961	)	12,163,994		$	12,163,994



	U.S. Treasury Money Market Fund


	Year Ended August 31, 2002					Year Ended August 31, 2001


	Shares		Dollars			Shares		Dollars


Shares sold	937,319,419		$	937,319,419		1,231,726,987		$	1,231,726,978

Shares issued to shareholders in payment of distributions declared	781,316			781,316		2,808,437			2,808,437

Shares redeemed	(954,667,403	)		(954,667,403	)	(1,222,890,980	)		(1,222,890,980	)


Net change resulting from Fund Share transactions	(16,566,668	)	$	(16,566,668	)	11,644,444		$	11,644,435

(4)

INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee— Hibernia National Bank, the Funds’ investment adviser (the “Adviser”) receives for its services an annual investment adviser fee based on a percentage of each Fund’s average daily net assets as follows:


Fund	Annual Rate


Capital Appreciation Fund	0.75	%

Louisiana Municipal Income Fund	0.45	%

Mid Cap Equity Fund	0.75	%

Total Return Bond Fund	0.70	%

U.S. Government Income Fund	0.45	%

Cash Reserve Fund	0.40	%

U.S. Treasury Money Market Fund	0.40	%

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

Administrative Fee—Federated Administrative Services (“FAS”) provides the Funds with certain administrative personnel and services. The fee paid to FAS is based on the level of average aggregate net assets of the Trust for the reporting period. FAS may voluntarily choose to waive a portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion.

Distribution Services Fee—The Funds have adopted a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Funds will reimburse Federated Securities Corp. (“FSC”), the distributor, from the net assets of the Funds to finance activities intended to result in the sale of each Fund’s shares. The Plan provides that the Funds, except for Class B Shares of the Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap Equity Fund and Cash Reserve Fund, may incur distribution expenses up to 0.25% of the average daily net assets of the Funds, annually, to reimburse FSC. Class B Shares of the Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap Equity Fund and Cash Reserve Fund may incur distribution expenses up to 0.75% of the average daily net assets of the Class B Shares, annually, to reimburse FSC. FSC may voluntarily choose to waive a portion of its fee. FSC can modify or terminate this voluntary waiver at any time at its sole discretion. For the year ended August 31, 2002, the U.S. Treasury Money Market Fund did not incur distribution services fees.

Shareholder Services Fee—Under the terms of a Shareholder Services Agreement with Federated Shareholder Services Company (“FSSC”), Class B Shares of Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap Equity Fund and Cash Reserve Fund will pay FSSC up to 0.25% of their average daily net assets for the reporting period. The fee paid to FSSC is used to finance certain services for shareholders and to maintain shareholder accounts.

Transfer and Dividend Disbursing Agent Fees and Expenses—Federated Services Company (“FServ”), through its subsidiary, FSSC, serves as transfer and dividend disbursing agent for the Funds. The fee paid to FSSC is based on the size, type and number of accounts and transactions made by shareholders. FSSC may voluntarily choose to waive any portion of its fee. FSSC can modify or terminate this voluntary waiver at any time at its sole discretion.

Portfolio Accounting Fees—FServ maintains the Funds’ accounting records for which it receives a fee. The fee is based on the level of each Fund’s average daily net assets for the reporting period, plus out-of-pocket expenses.

Custodian Fees—Hibernia National Bank is the Funds’ custodian for which it receives a fee. The fee is based on the level of each Fund’s average daily net assets for the reporting period, plus out-of-pocket expenses.

Other Affiliated Parties and Transactions—Pursuant to an exemptive order issued by the Securities and Exchange Commission, the Funds may invest in certain affiliated money market funds. As of August 31, 2002, Louisiana Municipal Income Fund owned 0.02% of outstanding shares of Federated Tax-Free Obligations Fund, Institutional Shares, which is distributed by an affiliate of the Fund’s distributor.

General—Certain of the Officers and Trustees of the Trust are Officers and Directors or Trustees of the above companies.

(5)

INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding short-term securities and long-term U.S. government securities (and in-kind contributions), for the year ended August 31, 2002, were as follows:


Fund	Purchases		Sales


Capital Appreciation Fund	$	7,989,364	$	11,532,528

Louisiana Municipal Income Fund		9,054,198		20,510,215

Mid Cap Equity Fund		13,808,214		4,847,425

Total Return Bond Fund		—		12,402,899

U.S. Government Income Fund		3,564,550		3,086,474

Purchases and sales of long-term U.S government securities, for the year ended August 31, 2002, were as follows:


Fund	Purchases		Sales


Total Return Bond Fund	$	—	$	10,054,248

U.S. Government Income Fund		28,322,440		27,757,704

(6)

CONCENTRATION OF CREDIT RISK

Since Louisiana Municipal Income Fund invests a substantial portion of its assets in issuers located in one state, it will be more susceptible to factors adversely affecting issuers of that state than would be a comparable general tax-exempt mutual fund that invests nationally. In order to reduce the credit risk associated with such factors, at August 31, 2002, 76.5% of the securities in the portfolio of investments were backed by letters of credit or bond insurance of various financial institutions and financial guaranty assurance agencies. The value of investments insured by or supported (backed) by a letter of credit from any one institution or agency did not exceed 26.0% of total investments.

Report of Ernst & Young LLP, Independent Auditors

To the Board of Trustees and Shareholders of

Hibernia Funds

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of Hibernia Capital Appreciation Fund, Hibernia Louisiana Municipal Income Fund, Hibernia Mid Cap Equity Fund, Hibernia Total Return Bond Fund, Hibernia U.S. Government Income Fund, Hibernia Cash Reserve Fund and Hibernia U.S. Treasury Money Market Fund (the seven portfolios constituting the Hibernia Funds) (the “Trust”), as of August 31, 2002, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the periods indicated therein. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of August 31, 2002, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each of the respective portfolios constituting the Hibernia Funds, as identified above, at August 31, 2002, the results of their operations for the year then ended, the changes in their net assets for each of the two years in the period then ended, and their financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.

/s/ Ernst & Young LLP

Boston, Massachusetts

October 15, 2002

Board of Trustees and Trust Officers

The following tables give information about each Board member and the senior officers of the Funds. The tables separately list Board members who are “interested persons” of the Fund (i.e., “Interested” Board members) and those who are not (i.e., “Independent” Board members). The Hibernia Fund Complex consists of seven investment company portfolios. Unless otherwise noted, each Board member oversees all portfolios in the Hibernia Fund Complex and serves for an indefinite term. The Trust’s Statement of Additional Information includes additional information about Trustees and is available, without charge and upon request, by calling 1-800-999-0124.

INTERESTED TRUSTEES BACKGROUND


Name Age/Birth Date Address Positions Held with Trust Length of Time Served		Principal Occupation(s), Previous Positions and Other Directorships Held

Edward C. Gonzales* Age: 72 Birth Date: October 22, 1930 Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA PRESIDENT; TREASURER; TRUSTEE Began Serving: April 1988		Principal Occupation: President, Executive Vice President and Treasurer of some of the Funds in the Federated Investors, Inc. Mutual Fund Complex; Vice Chairman, Federated Investors, Inc.; Trustee, Federated Administrative Services. Previous Positions: Trustee or Director of some of the Funds in the Federated Investors, Inc. Mutual Fund Complex. CEO and Chairman, Federated Administrative Services.

* Mr. Gonzales is deemed an interested trustee due to the positions he holds with Federated Investors, Inc., the parent company of the Funds’ distributor.

INDEPENDENT TRUSTEES BACKGROUND


Name Age/Birth Date Address Positions Held with Trust Length of Time Served		Principal Occupation(s), Previous Positions and Other Directorships Held

Joe N. Averett, Jr. Age: 59 Birth Date: February 4, 1943 11000 Seville Quarters Shreveport, LA TRUSTEE Began Serving: June 2001		Principal Occupation: President of Crystal Gas Storage, Inc., a wholly owned subsidiary of El Paso (NYSE:EPG).

Robert L. diBenedetto, M.D. Age: 74 Birth Date: April 14, 1928 6666 Pikes Lane Baton Rouge, LA TRUSTEE Began serving: September 1988		Principal Occupation: Retired OB and GYN Physician; Audit and Investment Committee Member of Louisiana Medical Mutual Insurance Company. Other Directorships Held: Chairman of Woman’s Hospital Endowment Board of Directors; Elected Chairman of Woman’s Hospital “Founders & Friends” (Endowment Board); Board of Directors of Louisiana Health Insurance Association. (High Risk Health Pool). Previous Positions: Retired President/CEO, Louisiana Medical Mutual Insurance Company.

Board of Trustees and Trust Officers

INDEPENDENT TRUSTEES BACKGROUND (CONT.)


Name Age/Birth Date Address Positions Held with Trust Length of Time Served		Principal Occupation(s), Previous Positions and Other Directorships Held

Arthur Rhew Dooley, Jr. Age: 60 Birth Date: December 17, 1942 2575 Ashley Street Beaumont, TX TRUSTEE Began Serving: July 1999		Principal Occupation: Registered Professional Engineer; Chairman and CEO, Dooley Tackaberry, Inc. (distributors and fabricators of fire protection and safety equipment), 1967 to Present. Other Directorships Held: Chairman and CEO, dba Entire Business Technology Center, 1983 to 1999; Director, Loop Cold Storage Company. Previous Positions: Director, UTM.D. Anderson Cancer Center Board of Visitors; Director, Texas Energy Museum; Member, World Presidents Organization (former YPO Members); Member, Society of Fire Protection Engineers.

Teri G. Fontenot Age: 49 Birth Date: June 16, 1953 18933 E. Pinnacle Circle Baton Rouge, LA TRUSTEE Began Serving: June 2001		Principal Occupation: President and Chief Executive Officer of Woman’s Hospital, Certified Public Accountant, MBA. Other Directorships Held: Immediate Past Chair of Greater Baton Rouge Chamber of Commerce, Chair of Louisiana Hospital Association, Federal Reserve Bank of Atlanta-New Orleans Branch Board, Alliance Bank Board, Committee of 100, Chair-Elect Hospital Billing and Collection Services, Inc.; Board, Louisiana Perinatal Commission; LA Research and Technology Foundation Board; National Institute of Health-Advisory Council of Womens’ Health Research.

J. Gordon Reische Age: 71 Birth Date: September 11, 1931 20 Dogwood Drive Covington, LA TRUSTEE Began Serving: September 1988		Principal Occupation: Retired Managing Partner, New Orleans office, KPMG-LLP.

OFFICERS


Name Age/Birth Date Address Positions Held with Trust		Principal Occupation(s) and Previous Positions

Peter J. Germain Age: 43 Birth Date: September 3, 1959 1001 Liberty Avenue Pittsburgh, PA VICE PRESIDENT AND ASSISTANT SECRETARY		Principal Occupation: Senior Vice President and Director of Mutual Fund Services, Federated Services Company. Previous Positions: Senior Corporate Counsel, Federated Investors, Inc.

Timothy S. Johnson Age: 41 Birth Date: July 31, 1961 1001 Liberty Avenue Pittsburgh, PA SECRETARY		Principal Occupation: Vice President and Corporate Counsel, Federated Services Company; Secretary, Edgewood Services, Inc.; Secretary or Assistant Secretary of various funds distributed by Edgewood Services, Inc. and Federated Securities Corp.

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Funds’ prospectus which contains facts concerning their objectives and policies, management fees, expenses and other information.

Federated Securities Corp., Distributor of the funds

G01262-01 (10/02)