N-CSR 1 msprint.htm The Milestone Funds

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number
     811-8620          

                The Milestone Funds               
(Exact name of registrant as specified in charter)

115 East Putnam Avenue
               Greenwich, CT 06830               
(Address of principal executive offices) (Zip code)

Leigh Carleton

Milestone Capital Management, LLC
115 East Putnam Avenue
               Greenwich, CT 06830               
(Name and address of agent for service)

Registrant's telephone number, including area code: 1-800-941-6453

Date of fiscal year end: November 30, 2007

Date of reporting period: November 30, 2007

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.



Item 1. Reports to Stockholders.
              


  The Milestone Funds
  Treasury Obligations Portfolio  



 





ANNUAL REPORT

NOVEMBER 30, 2007



ADVISER

Milestone Capital Management, LLC

 




The Milestone Funds Privacy Policy

Protecting the Privacy of Information

The Milestone Funds respect your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.

We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. They are not permitted to use or share this information for any other purpose.

To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*

*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to “opt-out” of certain information sharing with companies which are not affiliated with that financial institution. The Milestone Funds do not share information with other companies for purposes of marketing solicitations for products other than the Milestone Funds. Therefore, The Milestone Funds do not provide opt-out options to their shareholders.

 




An investment in the Portfolio is neither insured nor guaranteed by the Federal Deposit Insurance Corporation, U.S. government or any other government agency. Thus, while the Portfolio seeks to maintain a stable net asset value of $1.00 per share, there is no assurance that it will do so. It is possible to lose money by investing in the Portfolio.

 




TABLE OF CONTENTS    
Letter to Our Shareholders   1
Portfolio Summary   2
Fees and Expenses   3
Portfolio of Investments   5
Statement of Assets and Liabilities   7
Statement of Operations   8
Statements of Changes in Net Assets   9
Notes to Financial Statements   10
Financial Highlights   14
Report of Independent Registered Public Accounting Firm   19
Trustees and Officers   20


 

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TREASURY OBLIGATIONS PORTFOLIO
Letter to Our Shareholders

NOVEMBER 30, 2007


Dear Investors:

The year 2007 marked our thirteenth full year of exemplary operation and service to our investors. The enclosed report highlights the results of our conservative investment philosophy, On behalf of the Board and the entire Milestone team, we would like to express our sincere appreciation to you for your on-going confidence and support.

The market environment of the past year was characterized by great uncertainty and turmoil, particularly in the credit markets. These unfortunate circumstances have profoundly affected the financial landscape. We are proud to report that the Fund maintained a stable base of assets, met the growing liquidity and service needs of both existing and new institutional investors, fully complied with strict prospectus and regulatory requirements, and generated consistently competitive performance for our shareholders.

As we look ahead to 2008, we remain committed to our fundamental business philosophy of working in partnership with all of the Fund’s investors to consistently provide the highest standard of liquidity management services. Please call on us if we can be of service in any way.

Sincerely,
    
   


Leigh Carleton

 

Marc Pfeffer

CEO   CIO
Milestone Capital Management   Milestone Capital Management



 

TREASURY OBLIGATIONS PORTFOLIO
Portfolio Summary

NOVEMBER 30, 2007


PORTFOLIO BREAKDOWN


All data is as of November 30, 2007. The Portfolio breakdown is expressed as a percentage of total investments and may vary over time.


TREASURY OBLIGATIONS PORTFOLIO
Fees and Expenses

NOVEMBER 30, 2007

As a shareholder of the Portfolio, you incur ongoing costs, including advisory fees; administration fees; shareholder service fees; distribution fees (Premium & Administrative Shares); and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Portfolio and compare these costs with the ongoing costs of investing in other mutual funds.

The example is based on an investment of $1,000 invested at the beginning of the period and held through the six months ended November 30, 2007.

Actual Expenses

The first line of each share class in the following tables provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divide by $1,000 = 8.6), then multiply the result by the number in the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each share class in the following tables provides information about hypothetical account values and hypothetical expenses based on the Portfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Portfolio and other Funds. To do so, compare this 5% hypothetical example with the hypothetical example that appears in the shareholder reports of other funds.

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only, and do not reflect any transactional costs. Therefore, the second line for each share class in the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds.




 

 

 

 

Beginning
Account
Value
6/01/07

 

 

 

 Ending
Account
Value
11/30/07

 

Annualized
Expense Ratio
Based on the
Six-Month Period

 

 

 

Expenses Paid
During the
Six-Month Period*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Treasury Obligations Portfolio –                          
Investor Shares                          
Actual  

 

 

 $1,000.00

 

 

 

 $1,022.31

 

0.45%

 

 

            $2.28

Hypothetical (5% return before expenses)

 

 

 

 $1,000.00

 

 

 

 $1,022.81

 

0.45%

 

 

            $2.28


Treasury Obligations Portfolio –

 

 

 

 

 

 

 

 

 

 

 

 

 

Institutional Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual

 

 

 

 $1,000.00

 

 

 

 $1,023.59

 

0.20%

 

 

            $1.01

Hypothetical (5% return before expenses)

 

 

 

 $1,000.00

 

 

 

 $1,024.07

 

0.20%

 

 

            $1.01


Treasury Obligations Portfolio –

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial Shares

 

 

 

 

 

 

 

 

 

 

 

 

 

Actual

 

 

 

 $1,000.00

 

 

 

 $1,023.84

 

0.15%

 

 

            $0.76

Hypothetical (5% return before expenses)

 

 

 

 $1,000.00

 

 

 

 $1,024.32

 

0.15%

 

 

            $0.76



TREASURY OBLIGATIONS PORTFOLIO
Fees and Expenses (Continued)

NOVEMBER 30, 2007

 

 

Beginning
Account
Value
6/01/07

 

Ending
Account
Value
11/30/07

 

Annualized
Expense Ratio
Based on the
Six-Month Period

 

 

Expenses Paid
During the
Six-Month Period*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Treasury Obligations Portfolio –                
Premium Shares                
Actual  

 $1,000.00

 

 $1,021.34

 

0.64%

 

            $3.24

Hypothetical (5% return before expenses)    $1,000.00  

 $1,021.86

 

0.64%

 

            $3.24


Treasury Obligations Portfolio –
               
Administrative Shares                
Actual    $1,000.00  

 $1,018.73

 

1.15%

 

            $5.83

Hypothetical (5% return before expenses)    $1,000.00  

 $1,019.29

 

1.15%

 

            $5.83


*     

Fund expenses for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 183 days in the six-month period ended November 30, 2007, and divided by the 365 days in the Portfolio’s current fiscal year (to reflect the six-month period).

 


TREASURY OBLIGATIONS PORTFOLIO

Portfolio of Investments

NOVEMBER 30, 2007
($ in Thousands)




Principal
Amount 
     Interest Rate      Maturity Date      

              Value
               (note 1)

             

Repurchase Agreements — 99.3%

                   

Banc of America Securities LLC, dated 11/30/07, repurchase price $100,027 (Collateralized by:

U.S. Treasury Note: $95,064, 4.875%, 7/31/11; aggregate market value plus accrued interest $102,000)

             

$100,000
    3.25 %   12/3/07     $100,000


BNP Paribas Securities Corp., dated 11/30/07, repurchase price $400,103 (Collateralized by: U.S. Treasury Bills: $63,126,

4/3/08–4/10/08; U.S. Treasury Notes: $336,247, 3.125%–5.500%, 4/30/08–5/15/13; aggregate market value plus accrued interest $408,000)


400,000
    3.10 %   12/3/07       400,000


BNP Paribas Securities Corp., dated 11/30/07, repurchase price $100,035 (Collateralized by: U.S. Treasury Bill: $29,319,

5/1/08; U.S. Treasury Notes: $70,442, 4.625%–5.000%, 2/29/08–8/15/11; aggregate market value plus accrued interest $102,000)


100,000
    4.20 %   12/3/07       100,000


Credit Suisse Securities (USA) LLC, dated 11/30/07, repurchase price $170,044 (Collateralized by: U.S. Treasury Bonds:

$47,755, 12.000%–13.250%, 8/15/13–5/15/14; U.S. Treasury Notes: $115,081, 3.625%–4.875%, 6/30/12–8/15/14; aggregate

market value plus accrued interest $173,404)

                   

170,000
    3.10 %   12/3/07       170,000


Credit Suisse Securities (USA) LLC, dated 11/30/07, repurchase price $400,113 (Collateralized by: U.S. Treasury Bond:

$1,776, 12.000%, 8/15/13; U.S. Treasury Notes: $393,080, 3.375%–4.750%, 5/31/12–11/15/14; aggregate market value plus

accrued interest $408,003)

                   

400,000
    3.40 %   12/3/07       400,000


Deutsche Bank Securities, Inc., dated 11/27/07, repurchase price $150,100 (Collateralized by: U.S. Treasury Inflation Index

Note: $65,958, 3.500%, 1/15/11; U.S. Treasury Notes: $64,963, 3.625%–4.500%, 2/15/09–2/15/14; aggregate market value

plus accrued interest $153,000)

                   

150,000
    4.00 %   12/3/07       150,000


Deutsche Bank Securities, Inc., dated 11/30/07, repurchase price $590,252 (Collateralized by: U.S. Treasury Inflation Index

Note: $259,480, 3.500%, 1/15/11; U.S. Treasury Notes: $255,565, 3.625%–4.500%, 2/15/09–2/15/14; aggregate market value

plus accrued interest $601,902)

                   

$590,100
    3.10 %   12/3/07       $590,100


JPMorgan Chase & Co., dated 11/30/07, repurchase price $300,078 (Collateralized by: U.S. Treasury Bonds: $12,712,

12.500%–13.250%, 5/15/14–8/15/14; U.S. Treasury Notes: $279,327, 2.625%–6.000%, 11/15/08–8/15/14; aggregate market

value plus accrued interest $306,002)


300,000
    3.10 %   12/3/07       300,000


See notes to financial statements.



TREASURY OBLIGATIONS PORTFOLIO
Portfolio of Investments (Continued)

NOVEMBER 30, 2007
($ in Thousands)

                                                                                                                          Principal
Amount 

  Interest Rate     Maturity Date       Value  
(note 1)

Repurchase Agreements — 99.3% (Continued)                  

UBS Securities LLC, dated 11/20/07, repurchase price $75,120 (Collateralized by: U.S. Treasury Bill: $20,590, 4/10/08,
U.S. Treasury Bond: $13,159, 12.500%, 8/15/14; U.S. Treasury Notes: $39,333, 3.500%–5.500%, 2/15/08–9/30/12; aggregate
market value plus accrued interest $76,501)                  

                                                                                                                               75,000

  4.10 %   12/4/07       75,000

UBS Securities LLC, dated 6/6/07, repurchase price $25,765 (Collateralized by: U.S. Treasury Notes: $24,410,

3.625%–6.000%, 8/15/09–2/15/11; aggregate market value plus accrued interest $25,504)

             

                                                                                                                               25,000

  5.22 %   1/3/08       25,000

UBS Securities LLC, dated 6/21/07, repurchase price $26,037 (Collateralized by: U.S. Treasury Notes: $24,261,

4.250%–4.625%, 7/31/12–9/30/12; aggregate market value plus accrued interest $25,505)

             

                                                                                                                               25,000

  5.24 %   4/1/08       25,000

UBS Securities LLC, dated 6/21/07, repurchase price $26,248 (Collateralized by: U.S. Treasury Bond: $797, 12.000%, 8/15/13;
U.S. Treasury Notes: $23,471, 3.500%–6.000%, 5/15/09–8/15/13; aggregate market value plus accrued interest $25,505)

                                                                                                                               25,000

  5.24 %   5/29/08       25,000

Total Repurchase Agreements (Cost $2,360,100)                 2,360,100

Total Investments (Cost $2,360,100) — 99.3%                 2,360,100
Other assets in excess of liabilities — 0.7%                 17,298

Net Assets — 100.0%                 $2,377,398



See notes to financial statements.





TREASURY OBLIGATIONS PORTFOLIO
Statement of Assets and Liabilities

NOVEMBER 30, 2007

ASSETS:  
   Repurchase agreements, at value and cost (note 1) $2,360,100,000
   Cash 24,007
   Receivable for securities sold 19,955,116
   Interest receivable 2,176,356
   Prepaid expenses 431

Total assets 2,382,255,910

 
LIABILITIES:  
   Dividends payable 4,200,994
   Advisory fee payable 184,610
   Shareholder service fee payable 97,515
   Administration fee payable 65,625
   Distribution fee payable — Premium & Administrative Shares 51,133
   Accrued expenses 257,568

 
Total liabilities 4,857,445

 
NET ASSETS $2,377,398,465

 
NET ASSETS BY CLASS OF SHARES:  
   Investor Shares $304,798,509
   Institutional Shares 1,381,618,586
   Financial Shares 538,914,423
   Premium Shares 96,510,676
   Administrative Shares 55,556,271

 
NET ASSETS $2,377,398,465

 
SHARES OUTSTANDING:  
   Investor Shares 304,766,156

 
   Institutional Shares 1,381,486,101

 
   Financial Shares 538,952,662

 
   Premium Shares 96,548,353

 
   Administrative Shares 55,556,143

 
NET ASSET VALUE PER SHARE $1.00

 
COMPOSITION OF NET ASSETS:  
   Shares of beneficial interest $2,377,304,107
   Accumulated net realized gain 94,358

 
NET ASSETS $2,377,398,465

See notes to financial statements.


TREASURY OBLIGATIONS PORTFOLIO
Statement of Operations

FOR THE YEAR ENDED NOVEMBER 30, 2007

INVESTMENT INCOME:        
   Interest       $110,289,201

EXPENSES (note 2):        
   Advisory fees       2,181,507
   Administration fees       872,602
   Shareholder service fees:        
         Investor Shares       668,853
         Institutional Shares       1,036,830
         Financial Shares       361,258
         Premium Shares       264,022
         Administrative Shares       122,525
   Distribution fees:        
         Premium Shares       264,022
         Administrative Shares       367,575
   Custodian fees and expenses       133,240
   Transfer agent fees and expenses       127,480
   Publication expenses and rating service fees       99,532
   Legal fees       79,144
   Accounting service fees       57,203
   Cash management fees       44,399
   Trustees’ fees       33,763
   Report to shareholders       32,200
   Insurance expense       31,881
   Audit fees       29,675
   Registration and filing fees       27,110
   Compliance fees       25,851
   Offering cost — Administrative Shares       9,520
   Other expenses               12,731

Total expenses before reimbursement       6,882,923
Reimbursement       (1,275,925)

Net Expenses       5,606,998

NET INVESTMENT INCOME       104,682,203
NET REALIZED GAIN ON INVESTMENTS       13,841

NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS       $104,696,044

 

See notes to financial statements.


TREASURY OBLIGATIONS PORTFOLIO
Statements of Changes in Net Assets

       

For the year
ended
November 30, 2007

       

For the year
ended
November 30, 2006

 
                 
                 

INCREASE (DECREASE) IN NET ASSETS:                    
OPERATIONS:                    
   Net investment income       $104,682,203         $92,764,866  
   Net realized gain on investments       13,841         33,467  

         Net increase in net assets resulting from operations       104,696,044         92,798,333  

DISTRIBUTIONS TO SHAREHOLDERS:                    
   Net investment income — Investor Shares       (12,367,859 )       (13,855,934 )
   Net investment income — Institutional Shares       (50,263,015 )       (35,134,462 )
   Net investment income — Financial Shares       (35,451,992 )       (35,936,756 )
   Net investment income — Premium Shares       (4,692,839 )       (7,410,303 )
   Net investment income — Administrative Shares       (1,906,498 )       (427,411 )
   Net realized gain on investments — Investor Shares       (1,165 )       (4,913 )
   Net realized gain on investments — Institutional Shares       (5,010 )       (11,618 )
   Net realized gain on investments — Financial Shares       (3,137 )       (11,932 )
   Net realized gain on investments — Premium Shares       (545 )       (2,691 )
   Net realized gain on investments — Administrative Shares       (208 )       (51 )

         Total distributions to shareholders       (104,692,268 )       (92,796,071 )

TRANSACTIONS IN SHARES OF BENEFICIAL INTEREST*:                    
   Sale of shares — Investor Shares       742,020,302         1,101,655,583  
   Sale of shares — Institutional Shares       6,277,855,974         5,059,299,706  
   Sale of shares — Financial Shares       10,926,977,529         14,088,186,962  
   Sale of shares — Premium Shares       379,541,548         646,515,915  
   Sale of shares — Administrative Shares       275,451,643         93,230,204  
   Reinvested dividends — Investor Shares       2,442,940         3,697,619  
   Reinvested dividends — Institutional Shares       19,786,504         17,586,353  
   Reinvested dividends — Financial Shares       18,928,644         19,709,921  
   Cost of shares repurchased — Investor Shares       (913,704,164 )       (946,055,630 )
   Cost of shares repurchased — Institutional Shares       (5,823,996,660 )       (4,747,165,693 )
   Cost of shares repurchased — Financial Shares       (11,076,852,096 )       (14,513,435,022 )
   Cost of shares repurchased — Premium Shares       (452,356,452 )       (631,225,850 )
   Cost of shares repurchased — Administrative Shares       (266,503,791 )       (46,621,913 )

         Net increase in net assets from shares of beneficial interest       109,591,921         145,378,155  

   Total increase       109,595,697         145,380,417  
NET ASSETS:                    
   Beginning of year       2,267,802,768         2,122,422,351  

   End of year       $2,377,398,465       $2,267,802,768  

* Share transactions at net asset value of $1.00 per share.                    


See notes to financial statements.



TREASURY OBLIGATIONS PORTFOLIO
Notes to Financial Statements

NOVEMBER 30, 2007

NOTE 1. SUMMARY OF ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Milestone Funds (the “Trust”) was formed as a Delaware business trust on July 14, 1994. The Trust is registered as an open-end, management investment company under the Investment Company Act of 1940. It currently has one diversified investment portfolio, the Treasury Obligations Portfolio (the “Portfolio”) which is authorized to issue an unlimited number of shares of beneficial interest without par value. The Portfolio is currently authorized to issue five classes of shares: Investor Shares, Institutional Shares, Financial Shares, Premium Shares and Administrative Shares. The Trust commenced the offering of Investor Shares of the Portfolio on December 30, 1994, Institutional Shares on June 20, 1995, Financial Shares on March 13, 1997, Premium Shares on May 20, 1997 and Administrative Shares on September 6, 2006. The Trust’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America.

Valuation of Securities — Securities in which the Portfolio invests are valued at amortized cost. Under the amortized cost method, a portfolio instrument is valued at cost and any premium or discount is amortized on a constant basis to maturity. Amortization of premium and accretion of market discount are charged to income.

On September 20, 2006, the FASB released Statement of Financial Accounting Standards No. 157 “Fair Value Measurement” (FAS 157). FAS 157 establishes an authoritative definition of fair value, sets out a framework for measuring fair value, and requires additional disclosures about fair-value measurement. The application of FAS 157 is required for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. At this time, management is evaluating the implications of FAS 157 and its impact, if any, on the financial statements has not yet been determined.

Repurchase Agreements — The Portfolio may purchase securities from financial institutions subject to the seller’s agreement to repurchase and the Portfolio’s agreement to resell the securities at par. The investment adviser only enters into repurchase agreements with financial institutions that are primary dealers and deemed to be creditworthy by the investment adviser in accordance with procedures adopted by the Board of Trustees. Securities purchased subject to repurchase agreements are maintained with a custodian of the Portfolio and must have, at all times, an aggregate market value plus accrued interest greater than or equal to the repurchase price. If the market value of the underlying securities falls below 102% of the value of the repurchase price, the Portfolio will require the seller to deposit additional collateral by the next Portfolio business day. In the event that the seller under the agreement defaults on its repurchase obligation or fails to deposit sufficient collateral, the Portfolio has the contractual right, subject to the requirements of applicable bankruptcy and insolvency laws, to sell the underlying securities and may claim any resulting loss from the seller.

Security Transactions — Security transactions are recorded on the trade date. Realized gains and losses are recorded on the identified cost basis. The cost of investments for federal income tax purposes at November 30, 2007 is substantially the same as shown on the accompanying portfolio of investments.

Multiple Class Allocations — Each share of the Portfolio’s five classes represents an undivided, proportionate interest in the Portfolio. All income, expenses (other than class specific expenses), and realized gains or losses are allocated daily to each class of shares based on the relative value of the shares of each class. The Portfolio’s class specific expenses


TREASURY OBLIGATIONS PORTFOLIO
Notes to Financial Statements (Continued)

NOVEMBER 30, 2007

include Shareholder Service fees, Distribution fees, Administration fees, certain Transfer Agent fees, and certain registration fees. In addition, there are differences among the classes of shares with respect to the minimum investment required and voting rights affecting each class.

Income Taxes — It is the Portfolio’s policy to comply with the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its investment company taxable income and net realized gains, if applicable, to its shareholders. Therefore, no provision has been made for federal income taxes.

The financial statements have been prepared in compliance with all applicable accounting rules and practices, including FIN 48.

Interest Income and Dividends to Shareholders — Interest income is accrued as earned. Dividends to shareholders from each class of the Portfolio’s net investment income are declared daily and distributed monthly. Net realized capital gains, unless offset by any available capital loss carryforwards, are distributed at least annually. Net realized capital gains earned by the Portfolio are considered short-term gains for tax purposes. Distributions to shareholders for tax purposes are substantially the same as shown in the Statements of Changes in Net Assets.

Accounting Estimates — The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

NOTE 2. INVESTMENT ADVISORY AND OTHER SERVICES

Milestone Capital Management, LLC (the “Adviser”) serves as investment adviser to the Portfolio pursuant to an investment advisory agreement with the Trust. For its services, the Adviser receives a fee at an annual rate equal to 0.10% of the average daily net assets of the Portfolio.

The Trust has adopted a Shareholder Service Plan providing that the Trust may obtain the services of the Adviser and other qualified financial institutions to act as shareholder servicing agents for their customers. Under this plan, the Trust has authorized the Adviser to enter into agreements pursuant to which the shareholder servicing agents perform certain shareholder services. For these services, the Adviser receives fees at annual rates up to 0.25% of the average daily net assets of the Investor Shares, Premium Shares and Administrative Shares, up to 0.10% of the average daily net assets of the Institutional Shares, and up to 0.05% of the average net assets of the Financial Shares. For the year ended November 30, 2007, for these services, the Adviser charged fees, prior to any waivers, at annual rates equal to 0.25%, 0.10%, 0.05%, 0.25% and 0.25% of the daily average net assets of the Investor Shares, Institutional Shares, Financial Shares, Premium Shares and Administrative Shares, respectively. The Adviser pays the shareholder servicing agents these amounts with respect to shares owned by investors for which the shareholder servicing agents maintain a servicing relationship pursuant to the Shareholder Servicing Agreement.

For the year ended November 30, 2007, the Adviser agreed to waive any portion of its Shareholder Service fees and reimburse any other expenses in order to limit the total expenses of the Investor Shares, Institutional Shares and Financial Shares to 0.45%, 0.20% and 0.15% of their average daily net assets, respectively. As a result, for the year ended November 30, 2007, the Adviser received Shareholder Service fees equal to annual rates of 0.22%, 0.01% and 0.02% of the average daily net assets of the Investor Shares, Institutional Shares and Financial Shares, respectively.


TREASURY OBLIGATIONS PORTFOLIO
Notes to Financial Statements (Continued)

NOVEMBER 30, 2007

The Trust has adopted a Distribution Plan for the Premium Shares and Administrative Shares. The plan provides that the Portfolio may finance activities which are primarily intended to result in the sale of the Premium Shares and Administrative Shares, including, but not limited to, advertising, printing of prospectuses and reports for other than existing shareholders, preparation and distribution of advertising material and sales literature and payments to dealers who enter into agreements with the Trust. Pursuant to this plan, the Portfolio may incur distribution expenses related to the sale of the Premium Shares and Administrative Shares at annual rates of up to 0.35% of the average daily net assets of the Premium Shares and 0.75% of the average daily net assets of the Administrative Shares. For the year ended November 30, 2007, pursuant to this plan, the Adviser charged fees, prior to any waivers, at an annual rate equal to 0.25% and 0.75% of the average daily net assets of the Premium Shares and Administrative Shares, respectively. The plan will only make payment for expenses actually incurred on a first-in, first-out basis. The plan may carry forward for an unlimited number of years any unreimbursed expenses. As of November 30, 2007, there were no unreimbursed expenses.

For the current fiscal year, the Adviser has agreed to waive any portion of distribution expenses in order to limit the total expenses of the Premium Shares and Administrative Shares up to 0.65% and 1.20% of the average daily net assets, respectively. During the year ended November 30, 2007, the total expenses of the Premium Shares and Administrative Shares did not exceed their limits.

The Adviser also serves as administrator (the “Administrator”) to the Trust pursuant to an Administration Agreement with the Trust on behalf of the Portfolio. As compensation for services provided under the Administration Agreement, the Administrator receives a monthly fee calculated at the annual rate of 0.04% of the assets of the Portfolio taken as a whole, and allocated to each class based on the number of shareholders in that class, services provided, and other factors. This may result in each class being charged more or less than 0.04% of its respective net assets.

During the year ended November 30, 2007, the Portfolio paid administration fees attributable to each class as follows:

Investor Shares:   $   215,493
Institutional Shares:       600,357
Financial Shares:       48,844
Premium Shares:       5,260
Administrative Shares:       2,648

In addition, the Administrator has a sub-administration agreement with The Bank of New York (the “Sub-Administrator”). Under the terms of the sub-administration agreement, the Administrator may delegate certain duties to the Sub-Administrator. For its services, the Sub-Administrator earned from the Administrator $100,000 during the year ended November 30, 2007.

Effective July 2, 2007, The Bank of New York Company, Inc., the former parent company of The Bank of New York, merged with Mellon Financial Corporation to form The Bank of New York Mellon Corporation. As of such date the The Bank of New York became a wholly-owned subsidiary of The Bank of New York Mellon Corporation.

ALPS Fund Services, Inc. is the Trust’s transfer agent, and ALPS Distributors, Inc. is the dividend disbursing agent, and also the Trust’s Distributor of the Portfolio’s shares, pursuant to a Distribution Agreement with the Trust. The


TREASURY OBLIGATIONS PORTFOLIO
Notes to Financial Statements (Continued)

NOVEMBER 30, 2007

Distributor is an affiliate of the Trust’s transfer agent. The Distributor is reimbursed for all costs and expenses incurred in this capacity but receives no further compensation for its services under the Distribution Agreement.

NOTE 3. DISTRIBUTIONS TO SHAREHOLDERS

The tax character of distributions paid during the fiscal years ended November 30, 2007 and November 30, 2006 were attributed to ordinary income.

As of November 30, 2007, the components of accumulated earnings on a tax basis were as follows:

         

 Undistributed
Ordinary Income

 

Unrealized
Appreciation/
Depreciation

     

Total
Accumulated
Earnings

               
               

 

 

 
Treasury Obligations Portfolio                   $94,358                  

$94,358





TREASURY OBLIGATIONS PORTFOLIO
Financial Highlights

                           

Investor
Shares

                     
                                                 

       

For the year
ended
November 30,
2007

       

For the year
ended
November 30,
2006

       

For the year
ended
November 30,
2005

       

For the year
ended
November 30,
2004

       

For the year
ended
November 30,
2003

 
                                         
                                         
                                         





Per share operating                                                  
   performance for a share                                                  
   outstanding throughout                                                  
   the year                                                  
Beginning net asset value per share   $   1.00     $   1.00     $   1.00     $   1.00     $   1.00  





Net investment income       0.046         0.044         0.025         0.008         0.008  
Dividends from net                                                  
   investment income       (0.046 )       (0.044 )       (0.025 )       (0.008 )       (0.008 )

 

 

 

 

 
Ending net asset value per share   $   1.00     $   1.00     $   1.00     $   1.00     $   1.00  





Total return (a)       4.71 %       4.51 %       2.58 %       0.84 %       0.77 %
Ratios/supplemental data                                                  
Ratios to average net assets:                                                  
   Expenses (b)       0.45 %       0.45 %       0.45 %       0.45 %       0.45 %
   Net investment income       4.62 %       4.43 %       2.55 %       0.80 %       0.70 %
Net assets at the end of the                                                  
   year (000’s omitted)   $   304,798     $   474,039     $   314,742     $   306,951     $   275,074  

(a)

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions. Total returns for periods of less than one year are not annualized.

 
(b)      

Net of advisory, shareholder servicing fees waived and expenses reimbursed of 0.03%, 0.03%, 0.03%, 0.03%, and 0.02% for each of the respective periods presented.

 

See notes to financial statements.




TREASURY OBLIGATIONS PORTFOLIO
Financial Highlights
(Continued)

                           

Institutional
Shares

                     
                                                 

       

For the year
ended
November 30,
2007

       

For the year
ended
November 30,
2006

       

For the year
ended
November 30,
2005

       

For the year
ended
November 30,
2004

       

For the year
ended
November 30,
2003

 
                                         
                                         
                                         





Per share operating                                                  
   performance for a share                                                  
   outstanding throughout                                                  
   the year                                                  
Beginning net asset value per share   $   1.00     $   1.00     $   1.00     $   1.00     $   1.00  





Net investment income       0.049         0.047         0.028         0.011         0.010  
Dividends from net                                                  
   investment income       (0.049 )       (0.047 )       (0.028 )       (0.011 )       (0.010 )

 

 

 

 

 
Ending net asset value per share   $   1.00     $   1.00     $   1.00     $   1.00     $   1.00  





Total return (a)       4.98 %       4.77 %       2.83 %       1.09 %       1.02 %
Ratios/supplemental data                                                  
Ratios to average net assets:                                                  
   Expenses (b)       0.20 %       0.20 %       0.20 %       0.20 %       0.20 %
   Net investment income       4.85 %       4.67 %       2.78 %       1.02 %       0.95 %
Net assets at the end of the                                                  
   year (000’s omitted)   $   1,381,619     $   907,971     $   578,250     $   618,270     $   700,296  

(a)

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions. Total returns for periods of less than one year are not annualized.

 
(b)     

Net of advisory, shareholder servicing fees waived and expenses reimbursed of 0.09%, 0.08%, 0.03%, 0.03%, and 0.02%, for each of the respective periods presented.

 

See notes to financial statements.




TREASURY OBLIGATIONS PORTFOLIO
Financial Highlights
(Continued)

                           

Financial
Shares

                     
                                                 

       

For the year
ended
November 30,
2007

       

For the year
ended
November 30,
2006

       

For the year
ended
November 30,
2005

       

For the year
ended
November 30,
2004

       

For the year
ended
November 30,
2003

 
                                         
                                         
                                         

 

 

 

 

 
Per share operating                                                  
   performance for a share                                                  
   outstanding throughout the year                                                  
Beginning net asset value per share   $   1.00     $   1.00     $   1.00     $   1.00     $   1.00  

 

 

 

 

 
Net investment income       0.049         0.047         0.028         0.011         0.011  
Dividends from net                                                  
   investment income       (0.049 )       (0.047 )       (0.028 )       (0.011 )       (0.011 )

 

 

 

 

 
Ending net asset value per share   $   1.00     $   1.00     $   1.00     $   1.00     $   1.00  

 

 

 

 

 
Total return (a)       5.03 %       4.82 %       2.88 %       1.14 %       1.07 %
Ratios/supplemental data                                                  
Ratios to average net assets:                                                  
   Expenses (b)       0.15 %       0.15 %       0.15 %       0.15 %       0.15 %
   Net investment income       4.91 %       4.67 %       2.84 %       1.09 %       1.01 %
Net assets at the end of the                                                  
   year (000’s omitted)   $   538,914     $   669,859     $   1,075,395     $   910,176     $   995,844  

(a)

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions. Total returns for periods of less than one year are not annualized.

 
(b)     

Net of advisory, shareholder servicing fees waived and expenses reimbursed of 0.03%, 0.03%, 0.04%, 0.03%, and 0.03%, for each of the respective periods presented.

 

See notes to financial statements.




TREASURY OBLIGATIONS PORTFOLIO
Financial Highlights (Continued)

   

For the year
ended
November 30,
2007

 

For the year
ended
November 30,
2006

   

Premium
Shares
For the year
ended
November 30,
2005

 

For the year
ended
2004

 

For the year
ended
November 30,
2003

 
                       
             
                       

 

 

 

 

 
Per share operating                                
   performance for a share                                
   outstanding throughout                                
   the year                                
Beginning net asset value per share $ 1.00  

 $

1.00  

 $

1.00    $ 1.00    

 $

1.00  

 

 

 

 

 
Net investment income   0.044     0.042     0.024     0.007       0.006  
Dividends from net                                
   investment income   (0.044 )   (0.042 )   (0.024 )   (0.007 )     (0.006 )

 

 

 

 

 
Ending net asset value per share $ 1.00  

 $

1.00  

 $

1.00    $ 1.00    

 $

1.00  

 

 

 

 

 
Total return (a)   4.52 %   4.32 %   2.40 %   0.69 %     0.61 %
Ratios/supplemental data                                
Ratios to average net assets:                                

0.64

%(c)

0.63

%(b)

0.63

%(b)

0.60

%(b)

0.60

%(b)
   Net investment income   4.44 %   4.25 %   2.32 %   0.64 %     0.53 %
Net assets at the end of the                                
   year (000’s omitted) $ 96,511  

$

169,326

 

$

154,035

  $

192,213

 

$

198,830

 

(a)    

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions. Total returns for periods of less than one year are not annualized.

 
(b)

Net of advisory and distribution fees waived of 0.01%, 0.03%, 0.03%, and 0.02%, for each of the respective periods presented.

 
(c)

Distribution fees waived represents less than 0.001% for the period presented.

 

See notes to financial statements.




TREASURY OBLIGATIONS PORTFOLIO
Financial Highlights
(Continued)

       

Administrative
Shares

 
         

 
       

For the year
ended
November 30,
2007

       

For the period
September 6, 2006*
through
November 30, 2006

 
                 
                 
                 

 

 
Per share operating performance for a share                    
     outstanding throughout the period                    
Beginning net asset value per share    

 $

1.00      

$

1.00  

 

 
Net investment income       0.039         0.010  
Dividends from net investment income       (0.039 )       (0.010 )

 

 
Ending net asset value per share    

 $

1.00      

 $

1.00  

 

 
Total return (a)       3.97 %       0.97 %
Ratios/supplemental data                    
Ratios to average net assets:                    
   Expenses       1.17 %(d)       1.20 %(b)(c)
   Net investment income       3.89 %       4.11 %(c)
Net assets at the end of the period (000’s omitted)    

 $

55,556      

 $

46,608  

* Commencement of offering of shares.

(a)     

Total return represents the rate that an investor would have earned or lost on an investment in the Fund assuming reinvestment of all dividends and distributions. Total returns for periods of less than one year are not annualized.

(b)

Net of distribution fees waived of 0.01%, for the respective periods presented.

(c)

Annualized.

 
(d)

Distribution fees waived represents less than 0.001% for the period presented.

 

See notes to financial statements.


TREASURY OBLIGATIONS PORTFOLIO

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders
Treasury Obligations Portfolio of The Milestone Funds

We have audited the accompanying statement of assets and liabilities of the Treasury Obligations Portfolio (the “Fund”), a series of The Milestone Funds, including the portfolio of investments, as of November 30, 2007, and the related statement of operations for the year then ended, the statement of changes in net assets and financial highlights for each of the two years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The financial highlights for each of the three years in the period ended November 30, 2005 have been audited by other auditors, whose report dated January 25, 2006 expressed an unqualified opinion on such financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of November 30, 2007, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Treasury Obligations Portfolio as of November 30, 2007, and the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.


TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania
January 17,2008


TRUSTEES AND OFFICERS

The Trustees and Officers of the Trust and their year of birth, positions and principal occupations during the past five years are set forth below. The business address for the Trustees and Officers is c/o Milestone Capital Management, LLC, 115 East Putnam Avenue, Greenwich, CT 06830. There is no limit on the length of the term that each trustee serves. The Fund’s Statement of Additional Information contains additional information about the Trustees and Officers and is available, without charge, upon request, by calling 1-800-941-MILE.

NAME (AGE), ADDRESS, POSITION   PRINCIPAL OCCUPATION DURING AT LEAST THE PAST FIVE YEARS

INTERESTED PERSONS
   

Janet Tiebout Hanson
  Chairman and largest individual equity owner of Milestone Capital
Born: 1952   Management, LLC, the Adviser to the Portfolio. Ms. Hanson founded
Trustee since October 2004   the Adviser in 1994, and from inception to April 2004, served as
Chairman and President   President and CEO. Ms. Hanson was a Managing Director at Lehman
October 1994 to April 2004   Brothers from 2004 to 2007. From 1991 to 1993, she was Vice President
    of the Asset Management Division of Goldman, Sachs & Co.
    Ms. Hanson was with Goldman, Sachs & Co. from 1977 to 1987,
    during which period she became Vice President of Fixed Income Sales
    and served as Co-Manager of Money Market Sales in New York.

NON INTERESTED PERSONS*
   

John D. Gilliam
  Retired. Former Chief Investment Officer, The Robert Wood Johnson
Born: 1931   Foundation, Princeton, New Jersey, from 1995 to 2003. Former Limited
Trustee since October 1994   Partner, Goldman, Sachs & Co. from 1987 to 1999. From 1991 to
Chairman since April 2004   1994, Mr. Gilliam was Third Deputy Comptroller, Bureau of Asset
    Management, for the City of New York. He was a Partner at Goldman,
    Sachs & Co. from 1973 to 1987.

Laura A. Garner
  Partner, Marketing and Investor Relations, Grail Partners, LLC
Born: 1960   (merchant bank), since 2007. Business Development Director, Juniper
Trustee since June 2006   Capital Group, LLC (asset management), 2003 to 2007. Global
    Marketing Director, Merrill Lynch Global Debt markets, 2001 to 2003.
    Chief Marketing Officer, Internet Partnership Group (education
    technology), 2000 to 2001.


Nicholas J. Kovich

  President and Chief Executive Officer, Kovich Capital Management
Born: 1956   (private asset management), since 2001. Managing Director, Morgan
Trustee since June 2006   Stanley Investment Management, 1996 to 2001.


TRUSTEES AND OFFICERS (Continued)

NAME (AGE), ADDRESS, POSITION   PRINCIPAL OCCUPATION DURING AT LEAST THE PAST FIVE YEARS

NON INTERESTED PERSONS* (cont’d)
   

Allen Lee Sessoms
  President, Delaware State University. Former Lecturer and Fellow,
Born: 1946   John F. Kennedy School of Government at Harvard University, 2000 to
Trustee since June 1997   2003. Former President of Queens College, The City University of
    New York, 1995 to 2000. Former Executive Vice President, University
    of Massachusetts Systems from 1993 to 1995. From 1980 to 1993
    Dr. Sessoms was associated with the U.S. Department of State in
    various capacities including Deputy Chief of Mission, U.S. Embassy,
    Mexico, Minister-Counselor for Political Affairs, U.S. Embassy, Mexico
    and counselor for Scientific and Technological Affairs, U.S. Embassy,
    Parks, France. From 1974 to 1981 Dr. Sessoms was an Assistant
    Professor of Physics at Harvard University. From 1973 to 1975
    Dr. Sessoms was a Scientific Associate at the European Organization of
    Nuclear Research. He was a post-doctoral Research Associate at
    Brookhaven National Laboratory from 1972 to 1973.


OFFICERS

   

Leigh L. Carleton
  President and Chief Executive Officer of Milestone Capital
Born: 1950   Management, LLC, the Adviser to the Portfolio, since March of 2007.
Chief Executive Officer and   Managed real estate development at the Airlie Group from 2003 to
Chief Legal Officer since 2007   2007. From 1985 to 2002, managed real estate development projects.
    From 1972 to 1985 held various positions at IBM in the Large Systems
    Marketing Division including marketing, marketing practices, and
    management.

Marc H. Pfeffer
  Chief Investment Officer at Milestone Capital Management, LLC,
Born: 1964   since 2004. Associate Director with Bear, Stearns & Co., Inc. from
Chief Financial Officer since 2005   2001 to 2004. Mr. Pfeffer was previously the Co-Chief Investment
    Officer, Milestone Capital Management, LP from 1994 to 2001. From
    1986 to 1994, he was with Goldman Sachs & Co., Inc., during which
    period he became Vice President.

Lisa Hanratty
  Secretary of the Adviser since March of 2007. Assistant to the Head of
Born: 1964   the Airlie Group, since 1990. From 1982 to 1989, Sales Assistant at
Secretary since 2007   Goldman Sachs in the High Yield Department.


TRUSTEES AND OFFICERS (Continued)

NAME (AGE), ADDRESS, POSITION   PRINCIPAL OCCUPATION DURING AT LEAST THE PAST FIVE YEARS

OFFICERS (cont’d)
   

Michael J. Wagner
  President of Fund Compliance Services, LLC since 2006; Senior
Born: 1950   Vice President of Fund Compliance Services, LLC from 2004 to 2006;
Chief Compliance Officer since 2007   Vice President of GemCom, LLC since 2004; President of Gemini Fund
    Services, LLC from 2003 to 2006; Chief Operations Officer of Gemini
    Fund Services, LLC from 2003 to 2006; Senior Vice President, Fund
    Accounting, of Orbitex Fund Services from 2001 to 2002; Director,
    Constellation Trust Company since 2005.

Janet Tiebout Hanson is an interested person of the Trust as that term is defined in the 1940 Act.

* Mr. John Quelch resigned from the Board in March 2007.


 

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Adviser


Milestone Capital Management, LLC
115 East Putnam Avenue
Greenwich, CT 06830

Administrator


Milestone Capital Management, LLC
115 East Putnam Avenue
Greenwich, CT 06830

Distributor


ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
800-363-7660

Transfer Agent


ALPS Fund Services, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
800-363-7660

Sub-Administrator / Custodian


The Bank of New York
One Wall Street
New York, NY 10286

Legal Counsel


Kramer, Levin, Naftalis & Frankel
1177 Avenue of the Americas
New York, NY 10036

Independent Registered Public Accounting Firm


Tait, Weller & Baker LLP
1818 Market Street, Suite 2400
Philadelphia, PA 19103

This report is authorized for distribution only to current shareholders and to others
who have received a copy of The Milestone Funds prospectus

A description of the Funds proxy voting policies and procedures is available without charge and
upon request by calling the Milestone Funds at (800) 941-MILE or by accessing the
Securities and Exchange Commission’s (“Commission”) website at http://www.sec.gov.
Information regarding how the Fund voted proxies for portfolio securities, if applicable, during the
most recent 12-month period ended June 30, is also available, without charge and upon request,
by calling The Milestone Funds at (800) 941-MILE or accessing the Funds’ Form N-PX on the
Commission’s website at http://www.sec.gov.

The Fund files its complete schedule of portfolio holdings with the commission for the first and
third quarters of each fiscal year on Form N-Q. The Fund’s Form N-Q is available on the
SEC website at http://www.sec.gov. The Fund’s Form N-Q may also be reviewed and copied at the
Commission’s Public Reference Room in Washington, DC; information on the operation of the
Public Reference Room may be obtained by calling (800)-SEC-0330.

The Milestone Funds
115 East Putnam Avenue, Greenwich, CT 06830
800-941-MILE


Item 2. Code of Ethics.

a). The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

b). Not Applicable

c ). During the last fiscal year, there were no amendments to registrant's code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

d).
During the period, registrant granted no waivers from the provisions of its code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

e). Not Applicable

f). Not Applicable

Item 3. Audit Committee Financial Expert.

The registrant's Board of Trustees has determined that it has two audit committee financial experts serving on its audit committee, each of whom is an "independent" Trustee: John D. Gilliam, and Allen Lee Sessoms. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an "expert" for any purpose, including without limitation for the purposes of Section 11 of the Securities Act of 1933, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Trustees in the absence of such designation or identification.

Item 4. Principal Accountant Fees and Services.

a). Audit Fees: the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for the audit are as follows:
 

2007: $31,500

2006: $30,000

b). Audit-Related Fees: the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are principally related to the registrant’s tax return reviews and are not reported under paragraph (a) of this item are as follows:
 

2007: $2,600

2006: $2,500

c). Tax Fees, the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are as follows:

2007: $0

2006: $0

d). All Other Fees, the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) and (c) of this Item are as follows:
 

2007: $0

2006: $0

(e) Audit Committee Pre-Approval Policies and Procedures.

(i)  Per Rule 2-01(c)(7)(A), the Audit Committee pre-approves all of the Audit, Audit-Related, Tax and Other Fees of the Registrant.

(ii) 100% of services described in each of Items 4(b) through (d) were approved
by the audit committee pursuant to paragraph (c)(7)(A) of Rule 2-01 of Regulation S-X.

(f)  No response required.

(g)  The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Funds, the Advisor or any entity controlling, controlled by, or under common control with the Advisor that provides ongoing services to the registrant (except for any sub-advisor whose role is primarily portfolio management and is subcontracted with or overseen by another investment advisor) that directly impacted the Funds for the period from December 1, 2006 to November 30, 2007 were $0.

(h)  Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not Applicable

Item 6. Schedule of Investments.

Schedule is included as part of the report to shareholders filed under Item 1 of this Form.


Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company & Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a)     

The Principal Executive Officer and Principal Financial Officer have evaluated the registrant's disclosure controls and procedures within 90 days of the filing date of this report and have concluded that these controls and procedures are effective.

(b)     

There were no significant changes in the registrant's internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation.



Item 12. Exhibits.

(a)  Code of Ethics.
 
(b) Certifications for each Principal Executive Officer and Principal Financial Officer of the Registrant as required by Rule 30a-2(a) under the 1940 Act (17CFR 270.30a-(a)).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:  The Milestone Funds

By:     /s/ Leigh Carleton     

Leigh Carleton, Chief Executive Officer

Date:  February 4, 2008

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Registrant: The Milestone Funds

By:     /s/ Leigh Carleton     

Leigh Carleton, Chief Executive Officer

Date: February 4, 2008

By:    /s/ Marc H Pfeffer     

Marc H. Pfeffer, Chief Financial Officer

Date: February 4, 2008