N-CSR/A 1 form.htm Hibernia Funds 
                                United States
                      Securities and Exchange Commission
                            Washington, D.C. 20549

                              Amended Form N-CSR
  Certified Shareholder Report of Registered Management Investment Companies




                                  811-05536

                     (Investment Company Act File Number)


                                Hibernia Funds
       ---------------------------------------------------------------

              (Exact Name of Registrant as Specified in Charter)




                             5800 Corporate Drive
                     Pittsburgh, Pennsylvania 15237-7010


                                (412) 288-1900
                       (Registrant's Telephone Number)


                                  Gail C. Jones
                            Federated Investors Tower
                               1001 Liberty Avenue
                       Pittsburgh, Pennsylvania 15222-3779
                     (Name and Address of Agent for Service)
                (Notices should be sent to the Agent for Service)






                       Date of Fiscal Year End: 8/31/04


             Date of Reporting Period: Fiscal year ended 8/31/04
                                       -------------------------








Item 1.     Reports to Stockholders

ANNUAL REPORT

AUGUST 31, 2004

MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE

FINANCIAL HIGHLIGHTS SHAREHOLDER EXPENSE EXAMPLE

PORTFOLIO OF INVESTMENTS SUMMARY TABLES

FINANCIAL STATEMENTS

REPORT OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

BOARD OF TRUSTEES AND TRUST OFFICERS VOTING PROXIES ON FUND PORTFOLIO SECURITIES

QUARTERLY PORTFOLIO SCHEDULE

[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

Not FDIC Insured • May Lose Value • No Bank Guarantee

Management Discussion of Fund Performance

Hibernia Capital Appreciation Fund
Annual Report/12-month period from September 1, 2003 through August 31, 2004

HIBERNIA CAPITAL APPRECIATION FUND

During the fund's fiscal year, U.S. equity markets experienced a great deal of volatility. All of the gain reported for the year was generated in the first five months. The remainder of the fiscal year was a period of volatility as equity investors grappled with indecision and attempted to gain an understanding of the unclear state of the U.S. economy.

The fundamental picture actually became much more clear as the year progressed. Corporate revenue and profit growth exceeded expectations, corporate capital expenditures finally began to come on strong, and the consumer sector showed considerable resilience. Indeed, corporate profits increased by 20%. Capital expenditures grew at an annualized rate of about 12% led by tech-spending, which was up over 14% from 12 months prior. Consumer spending continued to increase, albeit at a slower pace. Furthermore, the housing sector showed no signs of slowing: Building Permits, Housing Starts, New Home Sales, and Existing Home Sales all continued to expand.

In this strong economic environment, domestic equity performance was good. The S&P 500 Index was up over 11% for the 12 months ended August 31, 2004 while the S&P 400 Mid Cap Index was up over 12%.1

PERFORMANCE

The Hibernia Capital Appreciation Fund's Class A Shares produced a total return of 9.87%2 , based on net asset value for the 12 month period ended August 31, 2004.

Fund performance was very strong in the first five months of the fiscal year, which is the period during which all of the full-year gains were generated. During that period, as well as throughout the remainder of the fiscal year, value stocks outperformed growth stocks. The portfolio was not dominated by any particular themes throughout the reporting period as the risk-control process of portfolio strategy was tightly implemented. Individual stock performance was the main driver of returns.

STRATEGY

Portfolio strategy continued to emphasize security selection and risk-control. Broad diversification across industry groups and economic sectors was a key part of this risk control, as well as minimization of exposures to other benchmark characteristics (i.e., growth vs. value, capitalization, etc.).3

1 The S&P 500 is an unmanaged 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 Index is an unmanaged capitalization-weighted index of common stocks representing all major industries in the mid-range of the U.S. stock market. Investments cannot be made in an index.

2 Performance data quoted represents past performance which 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. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Current to the most recent month end performance is available on the Hibernia Funds website at http://www.Hiberniafunds.com. Total return for Class A Shares, based on offering price, was 4.92%, for the reporting period. The maximum sales charge is 4.50%. Total returns for Class B Shares was 9.08% based on net asset value and 3.58% based on redemption value for the reporting period. The maximum contingent deferred sales charge is 5.50% for Class B Shares.

3 Diversification does not assure a profit nor protect against loss.

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, 1994 to August 31, 2004, compared to the Standard and Poor's 500 Index ("S&P 500").2

AVERAGE ANNUAL TOTAL RETURNS3 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year     

4.92%
5 Years  

(2.81)%
10 Years  

9.63%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 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 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.

2 The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the Securities and Exchange Commission ("SEC") requires to be reflected in the Fund's performance. The index is unmanaged.

3 Total return quoted reflects 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, 2004, compared to the Standard and Poor's 500 Index ("S&P 500").2

AVERAGE ANNUAL TOTAL RETURNS3 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year     

3.58%
5 Years  

(2.94)%
Start of Performance (12/2/96)  

5.23%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund does not reflect a contingent deferred sales charge on any redemption over seven 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.

2 The S&P 500 is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

3 Total return quoted reflects all applicable contingent deferred sales charges.

Hibernia Louisiana Municipal Income Fund
Annual Report/12-month period from September 1, 2003 through August 31, 2004

HIBERNIA LOUISIANA MUNICIPAL INCOME FUND

The fund ended the 2004 fiscal year with a positive total return of 5.88% for Class A Shares, based on net asset value.1 The primary factor providing the positive return in the fund was the tax exempt interest income generated by the portfolio. Yields on tax exempt bonds dropped more than those on taxable rates during the 12 months ended August 31, 2004. "AAA" tax exempt 10-year bond yields declined over 50 basis points for the reporting period. The decline in tax exempt interest rates and the corresponding rise in bond prices during the reporting period were significant components of the total return of the fund accounting for over 1.25 percentage points. The decline in interest rates was in spite of an improving U.S. economy, growing federal deficit, a declining U.S. dollar, rising oil prices and higher commodity prices. The fund took an increasingly defensive posture during the reporting period in an effort to protect shareholder value while still providing the tax exempt income required by the fund's investment objective. The fund's effective maturity was reduced from 10 years to 6 years over the course of the 12 month reporting period.

The fund did not invest in derivative securities during the reporting period.

1 Performance data quoted represents past performance which 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. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Current to the most recent month end performance is available on the Hibernia Funds website at http://www.Hiberniafunds.com. Total return for Class A Shares, based on offering price, was 2.68%, for the reporting period. The maximum sales charge is 3.00%. Total return for Class B Shares was 5.08% based on net asset value and (0.42)% based on redemption value for the reporting period. The maximum contingent deferred sales charge is 5.50% for Class B Shares.

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, 1994 to August 31, 2004, compared to the Lehman Brothers Ten Year Insured Bond Index ("LB10I").2

AVERAGE ANNUAL TOTAL RETURNS3 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year

    2.68%

5 Years

  5.44%

10 Years

  5.65%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 3.00% ($10,000 investment minus $300 sales charge = $9,700). The Fund's performance assumes the reinvestment of all dividends and distributions. The LB101 has been adjusted to reflect reinvestment of income on securities in the index.

2 The LB10I is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

3 Total return quoted reflects 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, 2004, compared to the Lehman Brothers Ten Year Insured Bond Index ("LB10I").2

AVERAGE ANNUAL TOTAL RETURNS3 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year

    (0.42)%

Start of Performance (11/15/01)

  2.64%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund. The ending value of the Fund reflects a 4.50% contingent deferred sales charge on any redemption less than three 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 LB10I has been adjusted to reflect reinvestment of income on securities in the index.

2 The LB10I is not adjusted to reflect sales charges, expenses, or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

3 Total return quoted reflects all applicable contingent deferred sales charges.

Hibernia Mid Cap Equity Fund
Annual Report/12-month period from September 1, 2003 through August 31, 2004

HIBERNIA MID CAP EQUITY FUND

During the fund's fiscal year, U.S. equity markets experienced a great deal of volatility. All of the gain reported for the year was generated in the first five months. The remainder of the fiscal year was a period of volatility as equity investors grappled with indecision and attempted to gain an understanding of the unclear state of the U.S. economy.

The fundamental picture actually became much more clear as the year progressed. Corporate revenue and profit growth exceeded expectations, corporate capital expenditures finally began to come on strong, and the consumer sector showed considerable resilience. Indeed, corporate profits increased by 20%. Capital expenditures grew at a annualized rate of about 12% led by tech-spending, which was up over 14% from 12 months prior. Consumer spending continued to increase, albeit at a slower pace. Furthermore, the housing sector showed no signs of slowing: Building Permits, Housing Starts, New Home Sales, and Existing Home Sales all continued to expand.

In this strong economic environment, domestic equity performance was good. The S&P 500 Index was up over 11% for the 12 months ended August 31, 2004 while the S&P 400 Mid Cap Index was up over 12%.1 Value stocks outperformed growth stocks and smaller capitalization stocks outperformed larger capitalization stocks during the reporting period.

PERFORMANCE

The Hibernia Mid Cap Equity Fund's Class A Shares produced a total return of 12.01%,2 based on net asset value for the 12 month period ended August 31, 2004.

Fund performance was very strong in the first six months of the fiscal year, and then pulled back sharply as the U.S. equity markets overall experienced a pull-back. During the fiscal year, mid-cap value stocks vastly outperformed mid-cap growth stocks. Portfolio management throughout the fiscal year emphasized bringing the portfolio's average market capitalization more in line with the benchmark as part of the overall risk-control process, focusing on security selection.

STRATEGY

In the beginning of the fiscal year, average market capitalization was biased to larger stocks in the mid-cap universe. This bias has been reduced throughout the year.

Portfolio Strategy continued to emphasize security selection and risk-control. Broad diversification across industry groups and economic sectors was a key part of this risk control, as well as minimization of exposures to other benchmark characteristics (i.e., growth vs. value, capitalization, etc.).3

1 The S&P 500 is an unmanaged 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 Index is an unmanaged capitalization-weighted index of common stocks representing all major industries in the mid-range of the U.S. stock market. Investments cannot be made in an index.

2 Performance data quoted represents past performance which 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. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Current to the most recent month end performance is available on the Hibernia Funds website at http://www.Hiberniafunds.com. Total return for Class A Shares, based on offering price, was 6.97%, for the reporting period. The maximum sales charge is 4.50%. Total return for Class B Shares was 11.19% based on net asset value and 5.69% based on redemption value for the reporting period. The maximum contingent deferred sales charge is 5.50% for Class B Shares.

3 Diversification does not assure a profit nor protect against loss.

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, 19942 to August 31, 2004, compared to the Standard & Poor's 400 Mid Cap Index ("S&P 400").3

AVERAGE ANNUAL TOTAL RETURNS4 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year

    6.97%

5 Years

  6.03%

10 Years

  12.64%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 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.

2 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 8/31/93 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.

3 The S&P 400 is not adjusted to reflect sales charges, expenses or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

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, 2004, compared to the Standard & Poor's 400 Mid Cap Index ("S&P 400").2

AVERAGE ANNUAL TOTAL RETURNS3 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year

    5.69%

5 Years

  5.88%

Start of Performance (7/13/98)

  7.11%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 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 seven 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.

2 The S&P 400 is not adjusted to reflect sales charges, expenses or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged.

3 Total returns quoted reflect all applicable contingent deferred sales charges.

Hibernia Total Return Bond Fund
Annual Report/12-month period from September 1, 2003 through August 31, 2004

HIBERNIA TOTAL RETURN BOND FUND

The fund ended its 2004 fiscal year with a positive total return of 3.72%, based on net asset value.1 The primary factor providing the positive return in the fund was interest income generated by the portfolio. A slight overall decline in interest rates and the corresponding rise in bond prices during the reporting period also benefited performance. The general decline in interest rates was in spite of an improving U.S. economy, growing federal deficit, a declining U.S. dollar, rising oil prices and higher commodity prices. Given these inflationary economic factors, the fund maintained a defensive posture throughout its fiscal year. The defensive posture manifested in two primary ways. First, the overall duration2 of the fund was held roughly at 85% of the market index as evidenced by the Lehman Brothers Aggregate Bond Index.3 This practice reduced the volatility of the fund, but also dampened yield and price appreciation. Second, the fund focused on higher quality securities in the corporate sector. This bias toward quality lowered the credit risk of the portfolio but also lowered yield and price appreciation.

Other factors playing a lesser role in the positive performance of the fund were an overweighting in agency notes and corporate bonds and underweighting in U.S. Treasury securities and mortgage bonds.

The fund did not invest in derivative securities during the reporting period.

1 Performance data quoted represents past performance which 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. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Current to the most recent month end performance is available on the Hibernia Funds website at http://www.Hiberniafunds.com. Total return, based on offering price, was 0.59%, for the reporting period. The maximum sales charge is 3.00%.

2 Duration is a measure of a security's price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than securities of shorter durations.

3 The Lehman Brothers Aggregate Bond Index is an unmanaged index that tracks investment grade corporate and government bonds. Investments 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 August 31, 1994 to August 31, 2004, compared to the Citigroup Broad Investment-Grade Bond Index ("CBIGBI")2,3 and the Lehman Brothers Aggregate Bond Index ("LBAB").2,3

AVERAGE ANNUAL TOTAL RETURNS4 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year

    0.59%

5 Years

  5.33%

10 Years

  5.75%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the maximum sales charge of 3.00% ($10,000 investment minus $300 sales charge = $9,700). The Fund's performance assumes the reinvestment of all dividends and distributions. The CBIGBI and LBAB have been adjusted to reflect reinvestment of income on securities in the index.

2 The CBIGBI and LBAB are not adjusted to reflect sales charges, expenses or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's Adviser has elected to change the benchmark index from CBIGBI to LBAB because it is more reflective of the Fund's current investment strategy.

4 Total returns quoted reflect the current 3.00% sales charge.

Hibernia U.S. Government Income Fund
Annual Report/12-month period from September 1, 2003 through August 31, 2004

HIBERNIA U.S. GOVERNMENT INCOME FUND

The fund ended its 2004 fiscal year with a positive total return of 4.08%, based on net asset value.1 The primary factor providing the positive return in the fund was the interest income generated by the portfolio. A slight overall decline in interest rates and the corresponding rise in bond prices during the reporting period also benefited performance. The general decline in interest rates was in spite of an improving U.S. economy, growing federal deficit, a declining U.S. dollar, rising oil prices and higher commodity prices. The fund took a neutral to slightly defensive posture during its fiscal year in an effort to protect shareholder value while still providing the taxable income required by the fund's investment objective. During the fiscal year, the target duration2 of the fund was held at or below the intermediate term bond market level as represented by the Lehman Brothers Intermediate Term Aggregate Index.3 In keeping with the high quality of the fund, Treasury, agency notes and bonds accounted for over 65% of the fund's portfolio. Mortgage securities were utilized to a lesser degree comprising 20% of the portfolio while corporate bonds comprised roughly 15%. The focus within the corporate sector was primarily on "A" rated or above securities.

The fund did not invest in derivative securities during the reporting period.

1 Performance data quoted represents past performance which 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. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Current to the most recent month end performance is available on the Hibernia Funds website at http://www.Hiberniafunds.com. Total return, based on offering price, was 0.94%, for the reporting period. The maximum sales charge is 3.00%.

2 Duration is a measure of a security's price sensitivity to changes in interest rates. Securities with longer durations are more sensitive to changes in interest rates than securities of shorter durations.

3 Lehman Brothers Intermediate Term Aggregate Index is an unmanaged index that tracks investment grade corporate and government bonds with maturities between one and ten years. Investments cannot be made in an index.

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, 1994 to August 31, 2004, compared to the Citigroup Medium Term Broad Index ("CMTBI")2,3 and the Lehman Brothers Intermediate Term Aggregate Index ("LBIA").2,3

AVERAGE ANNUAL TOTAL RETURNS4 FOR THE
PERIOD ENDED AUGUST 31, 2004

1 Year

   0.94%

5 Years

  5.70%

10 Years

  6.00%

Performance data quoted represents past performance, which is no guarantee of future results. Returns shown 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 original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured.

1 Represents a hypothetical investment of $10,000 in the Fund after deducting the original maximum sales charge of 3.00% ($10,000 investment minus $300 sales charge = $9,700). The Fund's performance assumes the reinvestment of all dividends and distributions. The CMTBI and LBIA have been adjusted to reflect reinvestment of income on securities in the index.

2 The CMTBI and LBIA are not adjusted to reflect sales charges, expenses or other fees that the SEC requires to be reflected in the Fund's performance. The indexes are unmanaged.

3 The Fund's Adviser has elected to change the benchmark index from CMTBI to LBIA because it is more reflective of the Fund's current investment strategy.

4 Total returns quoted reflect the current 3.00% sales charge.

Financial Highlights

Hibernia Funds

August 31, 2004

(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

Capital Appreciation Fund--Class A Shares

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)

2003

  

$16.50

  

0.08(3)

  

1.31

  

1.39

  

(0.07)

  

--

2004

  

$17.82

  

0.08(3)

  

1.62

  

1.70

  

(0.07)

  

(1.14)

Capital Appreciation Fund--Class B Shares

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)

2003

  

$15.85

  

(0.04)(3)

  

1.25

  

1.21

  

--

  

--

2004

  

$17.06

  

(0.06)(3)

  

1.56

  

1.50

  

--

  

(1.14)

Louisiana Municipal Income Fund--Class A Shares

2000

  

$10.85

  

0.56

  

0.09

  

0.65

  

(0.55)

  

(0.10)

2001

  

$10.85

  

0.53(3)

  

0.50

  

1.03

  

(0.53)

  

(0.02)

2002

  

$11.33

  

0.51(4)

  

0.07(4)

  

0.58

  

(0.51)

  

(0.00)(5)

2003

  

$11.40

  

0.50

  

(0.12)

  

0.38

  

(0.50)

  

(0.07)

2004

  

$11.21

  

0.48

  

0.17

  

0.65

  

(0.47)

  

(0.03)

Louisiana Municipal Income Fund--Class B Shares

2002(6)

  

$11.36

  

0.34(4)

  

0.05(4)

  

0.39

  

(0.35)

  

(0.00)(5)

2003

  

$11.40

  

0.40

  

(0.12)

  

0.28

  

(0.40)

  

(0.07)

2004

  

$11.21

  

0.38

  

0.19

  

0.57

  

(0.38)

  

(0.03)

Mid Cap Equity Fund--Class A Shares

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)

2003

  

$11.46

  

(0.05)(3)

  

1.51

  

1.46

  

--

  

--

2004

  

$12.92

  

(0.02)(3)

  

1.56

  

1.54

  

--

  

(0.07)

Mid Cap Equity Fund--Class B Shares

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)

2003

  

$11.12

  

(0.14)(3)

  

1.46

  

1.32

  

--

  

--

2004

  

$12.44

  

(0.12)(3)

  

1.50

  

1.38

  

--

  

(0.07)

Total Return Bond Fund

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(3)(8)

  

--(8)

  

0.52

  

(0.53)

  

--

2003

  

$10.15

  

0.45(3)

  

(0.11)

  

0.34

  

(0.51)

  

--

2004

  

$9.98

  

0.41(3)

  

(0.05)

  

0.36

  

(0.45)

  

--

(1) Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. Total returns for periods less than one year are not annualized.

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

(3) Based on average shares outstanding.

(4) 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 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.

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

 

 

 

 

 

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

 

 

 

 

 

 

 

(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%

(0.07)

  

$17.82

  

8.46%

  

1.27%

  

0.48%

  

--

  

$234,905

  

29%

(1.21)

  

$18.31

  

9.87%

  

1.25%

  

0.41%

  

--

  

$239,871

  

22%

 

 

 

 

 

 

 

(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%

--

  

$17.06

  

7.63%

  

2.02%

  

(0.27)%

  

--

  

$11,865

  

29%

(1.14)

  

$17.42

  

9.08%

  

2.00%

  

(0.34)%

  

--

  

$11.981

  

22%

 

 

 

 

 

 

 

(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%(4)

  

0.33%

  

$84,361

  

10%

(0.57)

  

$11.21

  

3.33%

  

0.74%

  

4.36%

  

0.33%

  

$81,468

  

9%

(0.50)

  

$11.36

  

5.88%

  

0.75%

  

4.20%

  

0.33%

  

$78,288

  

11%

 

 

 

 

 

 

 

(0.35)

  

$11.40

  

3.60%

  

1.59%(7)

  

3.76%(4)(7)

  

0.23%(8)

  

$2,824

  

10%

(0.47)

  

$11.21

  

2.47%

  

1.59%

  

3.51%

  

0.23%

  

$4,127

  

9%

(0.41)

  

$11.37

  

5.08%

  

1.60%

  

3.35%

  

0.23%

  

$3,569

  

11%

 

 

 

 

 

 

 

--

  

$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%

--

  

$12.92

  

12.74%

  

1.55%

  

(0.48)%

  

--

  

$59,735

  

25%

(0.07)

  

$14.39

  

12.01%

  

1.45%

  

(0.14)%

  

--

  

$74,783

  

51%

 

 

 

 

 

 

 

--

  

$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%

--

  

$12.44

  

11.87%

  

2.30%

  

(1.23)%

  

--

  

$3,795

  

25%

(0.07)

  

$13.75

  

11.19%

  

2.20%

  

(0.89)%

  

--

  

$4,321

  

51%

 

 

 

 

 

 

 

(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%(8)

  

0.30%

  

$47,428

  

0%

(0.51)

  

$9.98

  

3.38%

  

1.01%

  

4.38%

  

0.40%

  

$48,563

  

20%

(0.45)

  

$9.89

  

3.72%

  

1.01%

  

4.08%

  

0.40%

  

$51,957

  

22%

(5) Represents less than $0.01.

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

(7) Computed on an annualized basis.

(8) Effective September 1, 2001, the Total Return Bond Fund adopted the provisions of the 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 and unrealized 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)

Hibernia Funds

August 31, 2004

(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

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)

2003

  

$10.48

  

0.42(4)

  

(0.11)

  

0.31

  

(0.49)

2004

  

$10.30

  

0.38(4)

  

0.03

  

0.41

  

(0.41)

Cash Reserve Fund--Class A Shares

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)(5)

  

0.01

  

(0.01)

2003

  

$1.00

  

0.01

  

0.00(5)

  

0.01

  

(0.01)

2004

  

$1.00

  

0.005

  

0.000(6)

  

0.005

  

(0.005)

Cash Reserve Fund--Class B Shares

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)(5)

  

0.01

  

(0.01)

2003

  

$1.00

  

0.01

  

0.00(5)

  

0.01

  

(0.01)

2004

  

$1.00

  

0.003

  

0.001

  

0.004

  

(0.004)

U.S. Treasury Money Market Fund

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)

2003

  

$1.00

  

0.01

  

--

  

0.01

  

(0.01)

2004

  

$1.00

  

0.003

  

--

  

0.003

  

(0.003)

(1) Based on net asset value, which does not reflect the sales charge, redemption fee or contingent deferred sales charge, if applicable. Total returns for periods less than one year are not annualized.

(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 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 and unrealized 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.

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

 

 

 

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

 

 

 

 

 

 

$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%

$10.30

  

3.01%

  

0.70%

  

3.97%

  

0.31%

  

$89,573

  

31%

$10.30

  

4.08%

  

0.70%

  

3.71%

  

0.31%

  

$82,231

  

29%

 

 

 

 

 

 

$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

  

0.80%

  

0.53%

  

0.81%

  

0.40%

  

$182,575

  

--

$1.00

  

0.55%

  

0.56%

  

0.55%

  

0.40%

  

$166,616

  

--

 

 

 

 

 

 

$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

  

0.57%

  

0.89%

  

0.45%

  

0.79%

  

$677

  

--

$1.00

  

0.40%

  

0.71%

  

0.39%

  

1.00%

  

$417

  

--

 

 

 

 

 

 

$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

  

--

$1.00

  

0.62%

  

0.65%

  

0.61%

  

--

  

$221,334

  

--

$1.00

  

0.34%

  

0.66%

  

0.34%

  

--

  

$152,264

  

--

(4) Based on average shares outstanding.

(5) Represents less than $0.01.

(6) Represents less than $0.001.

Shareholder Expense Example

As a shareholder of a Fund, you incur ongoing costs, including management fees, distribution (12b-1) fees (Class A Shares, Class B Shares and Shares), shareholder services fees (Class B Shares) and other Fund expenses. This Example is intended to help you to understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds. It is based on an investment of $1,000 invested at the beginning of the period and held for the entire period from March 1, 2004 to August 31, 2004.

Actual Expenses

The first section of the table below provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you incurred over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled "Expenses Paid During Period" to estimate the expenses attributable to your investment during this period.

Hypothetical Example for Comparison Purposes

The second section of the table below provides information about hypothetical account values and hypothetical expenses based on the Funds' actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the Funds' actual return. Thus, you should not use the hypothetical account values and expenses to estimate the actual ending account balance or your expenses for the period. Rather, these figures are provided to enable you to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only. Therefore, the second section of 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
3/1/2004

     

Ending
Account Value
8/31/2004

     

Expenses Paid
During Period(1)

Hibernia Capital Appreciation Fund

 

 

 

 

 

 

Actual

  

 

 

 

 

 

Class A Shares

  

$1,000

  

$ 974.50

  

$ 6.25

Class B Shares

  

$1,000

  

$ 970.50

  

$ 9.96

Hypothetical (assuming a 5% return before expenses)

 

 

 

 

 

 

Class A Shares

  

$1,000

  

$ 1,018.80

  

$ 6.39

Class B Shares

  

$1,000

  

$ 1,015.03

  

$ 10.18

Hibernia Louisiana Municipal Income Fund

  

 

 

 

 

 

Actual

 

 

 

 

 

 

Class A Shares

  

$1,000

  

$ 1,001.10

  

$ 3.77

Class B Shares

  

$1,000

  

$ 996.80

  

$ 8.03

Hypothetical (assuming a 5% return before expenses)

 

 

 

 

 

 

Class A Shares

  

$1,000

  

$ 1,021.37

  

$ 3.81

Class B Shares

  

$1,000

  

$ 1,017.09

  

$ 8.11

Hibernia Mid Cap Equity Fund

 

 

 

 

 

 

Actual

  

 

 

 

 

 

Class A Shares

  

$1,000

  

$ 961.30

  

$ 7.00

Class B Shares

  

$1,000

  

$ 957.50

  

$ 10.68

Hypothetical (assuming a 5% return before expenses)

 

 

 

 

 

 

Class A Shares

  

$1,000

  

$ 1,018.00

  

$ 7.20

Class B Shares

  

$1,000

  

$ 1,014.23

  

$ 10.99

Hibernia Total Return Bond Fund

 

 

 

 

 

 

Actual

  

$1,000

  

$ 1,003.70

  

$ 5.09

Hypothetical (assuming a 5% return before expenses)

 

$1,000

  

$ 1,020.06

  

$ 5.13

Hibernia U.S. Government Income Fund

 

 

 

 

 

 

Actual

  

$1,000

  

$ 1,003.80

  

$ 3.58

Hypothetical (assuming a 5% return before expenses)

 

$1,000

  

$ 1,021.57

  

$ 3.61

Hibernia Cash Reserve Fund

 

 

 

 

 

 

Actual

  

 

 

 

 

 

Class A Shares

  

$1,000

  

$1,002.90

  

$ 2.87

Class B Shares

  

$1,000

  

$1,002.20

  

$ 3.62

Hypothetical (assuming a 5% return before expenses)

 

 

 

 

 

 

Class A Shares

  

$1,000

  

$1,022.27

  

$ 2.90

Class B Shares

  

$1,000

  

$1,021.52

  

$ 3.66

Hibernia U.S. Treasury Money Market Fund

 

 

 

 

 

 

Actual

  

$1,000

  

$1,001.90

  

$ 3.42

Hypothetical (assuming a 5% return before expenses)

 

$1,000

  

$1,021.72

  

$ 3.46

(1) Expenses are equal to the Funds' Class A Shares and Class B Shares annualized expense ratios multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

The annualized expense ratios were as follows:

Capital Appreciation Fund

    

 

Class A Shares

  

1.26%

Class B Shares

  

2.01%

Louisiana Municipal Income Fund

 

 

Class A Shares

  

0.75%

Class B Shares

  

1.60%

Mid Cap Equity Fund

 

 

Class A Shares

  

1.42%

Class B Shares

  

2.17%

Total Return Bond Fund

 

1.01%

U.S. Government Income Fund

 

0.71%

Cash Reserve Fund

 

 

Class A Shares

  

0.57%

Class B Shares

  

0.72%

U.S. Treasury Money Market Fund

0.68%

Portfolio of Investments Summary Tables

CAPITAL APPRECIATION FUND SUMMARY TABLE

At August 31, 2004, the fund's portfolio composition(1) was as follows:

EQUITIES

   

Percentage
of Total
Investments(2)

Finance

  

21.9%

Health Technology

  

10.4%

Technology Services

  

8.3%

Consumer Non-Durables

  

8.3%

Producer Manufacturing

  

8.2%

Electronic Technology

  

6.9%

Retail Trade

  

6.9%

Energy Minerals

  

6.2%

Consumer Services

  

5.2%

Communications

  

3.8%

Utilities

  

3.0%

Transportation

  

1.9%

Health Services

  

1.6%

Process Industries

  

1.5%

Commercial Services

  

1.4%

Non-Energy Minerals

  

1.4%

Distribution Services

  

1.2%

Consumer Durables

  

0.9%

Industrial Services

  

0.8%

TOTAL EQUITIES PORTFOLIO VALUE

  

99.8%

Other Securities(3)

  

1.2%

TOTAL PORTFOLIO VALUE

  

100%

(1) See the fund's prospectus for a more complete description of these types of investments.

(2) Percentages are based on total investments, which may differ from total net assets.

(3) Investment represents shares held in a money market mutual fund.

Portfolio of Investments

Hibernia Funds
 August 31, 2004

CAPITAL APPRECIATION FUND

Shares

  

 

 

Value

  

COMMON STOCKS--99.6%

  

 

Commercial Services--1.3%

  

33,000

  

McGraw-Hill Cos., Inc.

  

$ 2,499,090

13,000

  

Omnicom Group, Inc.

  

894,530

 

Total

  

3,393,620

 

Communications--3.7%

  

115,200

  

BellSouth Corp.

  

3,082,752

62,800

  

(1) NEXTEL Communications, Inc., Class A

 

1,456,332

124,600

  

Verizon Communications, Inc.

  

4,890,550

 

Total

   

9,429,634

 

Consumer Durables--0.9%

  

84,563

  

Ford Motor Co.

  

1,193,184

25,400

  

General Motors Corp.

  

1,049,274

 

Total

  

2,242,458

 

Consumer Non-Durables--8.3%

  

54,000

  

Altria Group, Inc.

  

2,643,300

51,620

  

Anheuser-Busch Cos., Inc.

  

2,725,536

23,500

  

(1) Coach, Inc.

  

990,525

20,000

  

Coca-Cola Co.

  

894,200

34,900

  

Kimberly-Clark Corp.

  

2,327,830

127,000

  

PepsiCo, Inc.

  

6,350,000

90,282

  

Procter & Gamble Co.

  

5,053,084

 

Total

  

20,984,475

 

Consumer Services--5.2%

  

184,000

  

Cendant Corp.

  

3,979,920

127,600

  

(1) Fox Entertainment Group, Inc., Class A

  

3,463,064

38,700

  

Walt Disney Co.

  

868,815

117,400

  

Yum! Brands, Inc.

  

4,661,954

 

Total

  

12,973,753

 

Distribution Services--1.2%

  

98,100

  

McKesson HBOC, Inc.

  

3,036,195

 

Electronic Technology--6.9%

  

224,720

  

(1) Cisco Systems, Inc.

  

4,215,747

107,900

  

(1) Dell, Inc.

  

3,759,236

85,386

  

Hewlett-Packard Co.

  

1,527,556

201,432

  

Intel Corp.

  

4,288,487

157,000

  

(1) National Semiconductor Corp.

  

2,092,810

30,000

  

Scientific-Atlanta, Inc.

  

$ 817,200

35,000

  

Texas Instruments, Inc.

  

683,900

 

Total

  

17,384,936

 

Energy Minerals--6.2%

  

9,800

  

Anadarko Petroleum Corp.

  

580,356

35,300

  

Apache Corp.

  

1,577,557

20,000

  

ChevronTexaco Corp.

  

1,950,000

54,500

  

ConocoPhillips

  

4,056,435

120,410

  

Exxon Mobil Corp.

  

5,550,901

51,600

  

Marathon Oil Corp.

  

1,871,532

 

Total

  

15,586,781

 

Finance--21.9%

  

55,000

  

Allstate Corp.

  

2,596,550

72,050

  

Ambac Financial Group, Inc.

  

5,439,775

52,395

  

American Express Co.

  

2,620,798

155,000

  

Bank of America Corp.

  

6,971,900

24,000

  

Bear Stearns Cos., Inc.

  

2,110,080

114,800

  

Citigroup, Inc.

  

5,347,384

129,600

  

Countrywide Financial Corp.

  

4,607,280

29,400

  

Equity Office Properties Trust

  

839,664

42,200

  

Golden West Financial Corp.

  

4,567,306

27,500

  

Goldman Sachs Group, Inc.

  

2,465,375

109,900

  

J.P. Morgan Chase & Co.

  

4,349,842

39,200

  

MetLife, Inc.

  

1,460,200

37,300

  

SouthTrust Corp.

  

1,542,355

206,100

  

UNUMProvident Corp.

  

3,334,698

54,000

  

Wachovia Corp.

  

2,533,140

48,780

  

Washington Mutual Bank FA

  

1,894,127

40,400

  

Wells Fargo & Co.

  

2,373,500

 

Total

  

55,053,974

 

Health Services--1.6%

  

49,100

  

IMS Health, Inc.

  

1,145,503

4,653

  

(1) Medco Health Solutions, Inc.

  

145,313

40,200

  

UnitedHealth Group, Inc.

  

2,658,426

 

Total

  

3,949,242

 

Health Technology--10.4%

  

48,800

  

(1) Amgen, Inc.

  

2,893,352

129,800

  

Johnson & Johnson

  

7,541,380

19,680

  

Lilly (Eli) & Co.

  

1,248,696

38,715

  

Merck & Co., Inc.

  

1,741,013

 

COMMON STOCKS--continued

  

49,100

  

Mylan Laboratories, Inc.

  

$ 855,322

244,000

  

Pfizer, Inc.

  

7,971,480

53,912

  

(1) Zimmer Holdings, Inc.

  

3,843,926

 

Total

  

26,095,169

 

Industrial Services--0.8%

  

33,900

  

Schlumberger Ltd.

  

2,095,020

 

Non-Energy Minerals--1.4%

  

110,702

  

Alcoa, Inc.

  

3,584,531

 

Process Industries--1.5%

  

51,000

  

Air Products & Chemicals, Inc.

  

2,671,380

19,600

  

Sigma-Aldrich Corp.

  

1,122,884

 

Total

  

3,794,264

 

Producer Manufacturing--8.2%

  

58,400

  

3M Co.

  

4,809,824

14,700

  

Caterpillar, Inc.

  

1,068,690

151,500

  

General Electric Co.

  

4,967,685

26,550

  

Graco, Inc.

  

828,360

32,400

  

Molex, Inc.

  

935,388

29,400

  

PACCAR, Inc.

  

1,769,586

68,700

  

Tyco International Ltd.

  

2,151,684

43,200

  

United Technologies Corp.

  

4,056,912

 

Total

  

20,588,129

 

Retail Trade--6.9%

  

94,000

  

Home Depot, Inc.

  

3,436,640

73,600

  

SUPERVALU, Inc.

  

1,940,096

55,900

  

Sherwin-Williams Co.

  

2,308,670

337,500

  

TJX Cos., Inc.

  

7,141,500

50,000

  

Wal-Mart Stores, Inc.

  

2,633,500

 

Total

  

17,460,406

 

Technology Services--8.3%

  

35,000

  

(1) Computer Sciences Corp.

  

1,622,250

90,300

  

Electronic Data Systems Corp.

  

1,735,566

50,000

  

IBM Corp.

  

4,234,500

343,400

  

Microsoft Corp.

  

9,374,820

79,900

  

(1) Symantec Corp.

  

3,832,004

 

Total

  

20,799,140

 

Transportation--1.9%

  

33,400

  

Burlington Northern Santa Fe Corp.

  

1,195,720

44,200

  

FedEx Corp.

  

3,623,958

 

Total

  

4,819,678

 

Utilities--3.0%

  

33,400

  

Constellation Energy Group

  

$ 1,372,740

54,700

  

DTE Energy Co.

  

2,260,204

77,200

  

Exelon Corp.

  

2,844,820

24,500

  

Questar Corp.

  

996,660

 

Total

  

7,474,424

 

TOTAL COMMON STOCKS
(identified cost $176,561,354)

  

250,745,829

 

MUTUAL FUND--0.2%

  

615,000

  

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

 

615,000

 

TOTAL INVESTMENTS--99.8%
(identified cost $177,176,354)

  

251,360,829

 

OTHER ASSETS AND LIABILITIES--NET--0.2%

  

491,222

 

TOTAL NET ASSETS--100%

  

$ 251,852,051

(See Notes to Portfolio of Investments)

Portfolio of Investments Summary Tables

LOUISIANA MUNICIPAL INCOME FUND

At August 31, 2004, the fund's portfolio composition(1) was as follows:

 

   

Percentage
of Total
Investments(2)

Special Revenue

  

38.0%

General Obligation

  

20.8%

Utilities

  

16.8%

Sales Tax

  

10.6%

Mortgage

  

7.5%

Hospitals

  

4.6%

Transportation

  

1.7%

TOTAL

  

100%

At August 31, 2004, the fund's credit quality ratings composition(3) was as follows:

S&P Long-Term Ratings as
Percentage of Total Investments(2)

    

Moody's Long-Term Ratings as
Percentage of Total Investments(2)

AAA

 

93.8

%

 

Aaa

 

82.8

%

AA

 

1.8

%

 

Not Rated by Moody's

 

17.2

%

Not Rated by S&P

 

4.4

%

 

 

 

 

 

TOTAL

 

100

%

 

TOTAL

 

100

%

(1) See the fund's prospectus for a more complete description of these types of investments.

(2) Percentages are based on total investments, which may differ from total net assets.

(3) These tables depict the long-term credit quality ratings assigned to the fund's portfolio holdings by Standard & Poor's and Moody's Investors Service, each of which is a Nationally Recognized Statistical Ratings Organization (NRSRO). These credit-quality ratings are shown without regard to gradations within a given rating category, For example, securities rated "A-" have been included in the "A" rated category. Holdings that are rated only by a different NRSRO than the one identified have been included in the "Not rated by..." category. Rated securities that have been pre-refunded, but not rated again by the NRSRO, also have been included in the "Not rated by..." category. The tables also reflect both the fund's direct holdings and the fund's pro-rata share of holdings in other investment companies managed by the fund's adviser (or its affiliates), although the shares of those other investment companies held by the fund might not be rated.) Rated securities include a security with an obligor and/or credit enhancer that has received a rating from an NRSRO with respect to a class of debt obligations that is comparable in priority and security with the security held by the fund. Credit quality ratings are an assessment of the risk that a security will default in payment and do not address other risks presented by the security. Please see the description of credit quality ratings in the fund's Statement of Additional Information.

Each table depicts the long-term credit quality ratings as assigned only by the NRSRO identified in the table. Of the portfolio's total investments, all securities have received a rating by an NRSRO.

LOUISIANA MUNICIPAL INCOME FUND

Principal
Amount

  

 

 

Credit
Rating(3)

  

Value

   

(2) LONG-TERM MUNICIPALS--98.0%

  

 

 

 

Guam--1.4%

  

 

 

$ 1,020,000

  

Guam Airport Authority Revenue Bonds, (Series A), 5.25%, 10/1/2014

   

AAA

    

$ 1,142,502

 

Louisiana--96.6%

  

 

 

1,000,000

  

Bossier City, LA,, Revenue Bonds, 5.00% (FGIC INS), 12/1/2019

  

AAA

  

1,063,440

500,000

  

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

  

AAA

  

542,955

1,000,000

  

Calcasieu Parish, LA, IDB, Sales Tax, 5.50% (FSA LOC), 11/1/2019

  

AAA

  

1,103,640

50,000

  

East Baton Rouge, LA, Mortgage Finance Authority, Refunding Revenue Bonds, 4.80% (GNMA COL Home Mortgage Program COL), 10/1/2004

  

Aaa

  

50,139

245,000

  

East Baton Rouge, LA, Mortgage Finance Authority, SFM Purchasing Revenue Bonds (Series B), 5.40% (FNMA COL), 10/1/2025

  

Aaa

  

246,852

70,000

  

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

  

Aaa

  

70,085

750,000

  

East Baton Rouge Parish, LA, Refunding Revenue Bonds, 5.00% (FGIC LOC)/(Original Issue Yield: 4.72%), 2/1/2013

  

AAA

  

818,197

1,500,000

  

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

  

AAA

  

1,588,110

$ 1,250,000

  

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

  

AAA

  

$ 1,292,150

270,000

  

Ernest N Morial-New Orleans, LA, Exhibit Hall Authority (Series C), 5.50% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.58%), 7/15/2006 (@101)

  

AAA

  

288,724

730,000

  

Ernest N. Morial-New Orleans, LA, Exhibit Hall Authority (Series C), 5.50% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.58%), 7/15/2018

  

AAA

  

787,823

200,000

  

Ernest N. Morial-New Orleans, LA, Exhibit Hall Authority, Special Tax, 5.60% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.65%), 7/15/2025

  

AAA

  

212,210

125,000

  

Ernest N. Morial-New Orleans, LA, Exhibit Hall Authority, Special Tax, 5.60% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.65%), 7/15/2025

  

AAA

  

134,444

875,000

  

Ernest N. Morial-New Orleans, LA, Exhibit Hall Authority, Special tax, 5.60% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.65%), 7/15/2025

  

AAA

  

945,910

1,300,000

  

Harahan, LA, Refunding Bonds, 6.10%, 6/1/2024

  

AA

  

1,451,632

1,650,000

  

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

  

AAA

  

1,756,738

 

(2) LONG-TERM MUNICIPALS--continued

  

 

 

 

Louisiana--continued

  

 

 

$ 500,000

  

Jefferson Parish, LA, Home Mortgage Authority, Revenue Bonds, 5.85% (FNMA COL)/(GNMA LOC), 12/1/2028

  

AAA

  

$ 518,130

1,000,000

  

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

  

AAA

  

1,012,710

1,000,000

  

Jefferson Parish, LA, School Board, GO UT, 5.10% accrual (FSA INS)/(Original Issue Yield: 5.10%), 3/1/2010

  

AAA

  

832,190

680,000

  

Jefferson, LA, Sales Tax District Special Sales Tax Revenue (Series B), 5.75% (AMBAC LOC)/(Original Issue Yield: 5.20%), 12/1/2014

  

AAA

  

790,996

500,000

  

Lafayette Parish, LA, School Board, Refunding Revenue Bonds, 4.50% (FGIC LOC)/(Original Issue Yield: 4.85%), 4/1/2008 (@101.5)

  

AAA

  

523,745

1,500,000

  

Lafayette, LA, Public Improvement Sales Tax (Series A), 5.625% (FGIC LOC)/(Original Issue Yield: 5.69%), 3/1/2025

  

AAA

  

1,645,335

1,305,000

  

Lafayette, LA, Public Power Authority (Series A), 5.00% (AMBAC LOC)/(Original Issue Yield: 2.47%), 11/1/2008

  

AAA

  

1,434,273

25,000

  

Louisiana HFA, SFM Revenue Bonds (Series A-2), 6.55%, 12/1/2026

  

Aaa

  

25,294

$ 1,000,000

  

Louisiana Local Government Environmental Facilities Community Development Authority (Series A), Revenue Bonds, 5.20% (Original Issue Yield: 5.30%), 6/1/2031

  

Aaa

  

$ 1,035,620

1,835,000

  

Louisiana Local Government Environmental Facilities Community Development Authority, 5.50% (MBIA Global Funding LLC LOC), 12/1/2012

  

AAA

  

2,104,837

1,500,000

  

Louisiana Local Government Environmental Facilities Community Development Authority, Refunding Revenue Bonds, 5.00% (MBIA Insurance Corp. LOC), 12/1/2032

  

AAA

  

1,522,785

1,500,000

  

Louisiana Local Government Environmental Facilities Community Development Authority, Revenue Bonds, 5.25% (AMBAC LOC), 12/1/2018

  

AAA

  

1,685,535

215,000

  

Louisiana PFA, Hospital Refunding Revenue Bonds, 5.00% (Louisiana Health System Corporate Project)/(FSA LOC)/(Original Issue Yield: 5.10%), 10/1/2013

  

AAA

  

234,498

1,000,000

  

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

  

AAA

  

1,042,410

 

(2) LONG-TERM MUNICIPALS--continued

  

 

 

 

Louisiana--continued

  

 

 

$ 1,045,000

  

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

  

AAA

  

$ 1,079,913

1,000,000

  

Louisiana PFA (Series A-2), 5.125% (Original Issue Yield: 5.24%), 11/15/2017

  

AAA

  

1,079,730

750,000

  

Louisiana PFA, 4.50%, 10/15/2010

  

AAA

  

811,425

2,045,000

  

Louisiana PFA, Multifamily Housing Revenue Bonds (Series A), 7.50% (FHLMC COL), 6/1/2021

  

AAA

  

2,128,007

1,000,000

  

Louisiana PFA, Revenue Bonds, 5.00% (FSA LOC)/(Original Issue Yield: 5.38%), 8/1/2017

  

AAA

  

1,076,130

1,500,000

  

Louisiana PFA, Revenue Bonds, 5.25% (Xavier University of LA Project)/(MBIA Insurance Corp. LOC), 9/1/2027

  

AAA

  

1,569,060

750,000

  

Louisiana PFA, Revenue Bonds, 6.00% (General Health, Inc.)/(MBIA Insurance Corp. INS)/(Original Issue Yield: 6.15%), 11/1/2012

  

AAA

  

755,378

500,000

  

Louisiana PFA, Revenue Bonds, 5.10% (Tulane University, LA)/(MBIA Insurance Corp. INS)/(Original Issue Yield: 5.27%), 11/15/2021

  

AAA

  

531,000

1,890,000

  

Louisiana PFA, Refunding Revenue Bonds (Series A), 6.75% (Bethany Home Project)/(FHA LOC), 8/1/2025

  

AAA

  

1,900,905

$1,000,000

  

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

  

Aaa

  

$ 1,016,230

2,445,000

  

Louisiana Stadium and Expo District (Series B), 4.75% (FGIC LOC)/(Original Issue Yield: 5.03%), 7/1/2021

  

AAA

  

2,511,602

1,500,000

  

Louisiana Stadium and Expo District, Revenue Bonds, 5.75% (FGIC INS)/(Original Issue Yield: 5.85%), 7/1/2026

  

AAA

  

1,610,640

1,000,000

  

Louisiana State Office Facilities, Refunding Revenue Bonds, 4.70% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 4.79%), 11/1/2022

  

AAA

  

1,015,810

1,000,000

  

Louisiana State Office Facilities, Refunding Revenue Bonds, 4.75% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 4.88%), 11/1/2023

  

AAA

  

1,012,180

500,000

  

Louisiana State Office Facilities, Revenue Bonds, 5.375% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.43%), 3/1/2019

  

AAA

  

547,745

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 LOC), 10/1/2030

  

AAA

  

1,267,288

1,500,000

  

Louisiana State (Series A), 5.00% (FGIC LOC)/(Original Issue Yield: 5.23%), 11/15/2015

  

AAA

  

1,624,890

 

(2) LONG-TERM MUNICIPALS--continued

  

 

 

 

Louisiana--continued

  

 

 

$ 1,000,000

  

Louisiana State (Series A), 5.00% (FGIC LOC)/(Original Issue Yield: 5.42%), 11/15/2019

  

AAA

  

$ 1,063,910

1,000,000

  

Louisiana State, GO UT (Series B), 5.00% (FSA INS)/(Original Issue Yield: 5.17%), 4/15/2018

  

AAA

  

1,067,110

1,370,000

  

Monroe, LA, Sales & Use Tax, Revenue Bonds (Series A), 4.70% (FGIC LOC), 7/1/2021

  

AAA

  

1,411,607

250,000

  

New Orleans, LA, Aviation Board, Refunding Revenue Bonds, 6.00% (FSA LOC)/(Original Issue Yield: 6.16%), 9/1/2019

  

AAA

  

253,353

990,000

  

New Orleans, LA, Home Mortgage Authority, Special Obligation Revenue Bonds, 6.25% (United States Treasury COL)/(Original Issue Yield: 6.518%), 1/15/2011

  

Aaa

  

1,146,450

100,000

  

New Orleans, LA, Housing Development Corp., Multifamily Housing Revenue Bonds, 7.375% (Southwood Patio)/(FNMA COL)/(Original Issue Yield: 7.50%), 8/1/2005

  

AAA

  

100,407

2,000,000

  

New Orleans, LA, GO UT, 5.125% (MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.29%), 9/1/2012 (@100)

  

AAA

  

2,124,180

1,900,000

  

New Orleans, LA, GO Refunding Bonds, 6.20% (AMBAC INS)/(Original Issue Yield: 6.30%), 10/1/2021

  

AAA

  

2,004,006

$4,750,000

  

(8) New Orleans, LA, GO UT Capital Appreciation Bonds, (AMBAC INS)/(Original Issue Yield: 7.10%), 9/1/2013

  

AAA

  

$ 3,289,850

980,000

  

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

  

AAA

  

1,033,616

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

  

1,238,203

790,000

  

Ouachita Parish, LA, East Ouachita Parish School District, GO UT, 5.75% (FGIC LOC)/(Original Issue Yield: 5.78%), 3/1/2020

  

AAA

  

883,678

780,000

  

Ouachita Parish, LA, East Ouachita Parish School District, GO UT, 5.75% (FGIC LOC)/(Original Issue Yield: 5.81%), 3/1/2021

  

AAA

  

872,492

1,020,000

  

Ouachita Parish, LA, East Ouachita Parish School District, GO UT, 5.75% (FGIC LOC)/(Original Issue Yield: 5.85%), 3/1/2024

  

AAA

  

1,134,617

1,000,000

  

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

  

AAA

  

1,064,400

2,500,000

  

Rapides Parish, LA, Industrial Development, Refunding Revenue Bonds, 5.875% (AMBAC LOC)/(Original Issue Yield: 5.95%), 9/1/2029

  

AAA

  

2,793,500

1,000,000

  

Shreveport, LA, GO UT Public Improvement Bonds, 5.00%, 3/1/2017

  

AAA

  

1,064,400

 

(2) LONG-TERM MUNICIPALS--continued

  

 

 

 

Louisiana--continued

  

 

 

$ 870,000

  

Shreveport, LA, GO UT (Series A), 4.00% (Original Issue Yield: 4.03%), 11/1/2012

  

AAA

  

$ 900,798

750,000

  

Shreveport, LA, Revenue Bonds (Series A), 5.375% (FSA INS), 1/1/2028

  

AAA

  

767,903

500,000

  

Shreveport, LA, Revenue Bonds (Series B), 5.375% (FSA INS), 1/1/2024

  

AAA

  

522,365

1,315,000

  

Shreveport, LA, Water & Sewer (Series C), 4.00% (FGIC LOC)/(Original Issue Yield: 3.80%), 6/1/2014

  

AAA

  

1,354,700

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

  

511,435

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

  

1,012,930

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

  

409,464

1,000,000

  

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

  

AAA

  

1,023,760

Principal
Amount
or Shares

  

 

 

Credit
Rating(3)

  

Value

$ 500,000

  

St. Tammany Parish, LA, Wide School District No. 12, GO UT, 5.375% (FSA INS), 3/1/2013

  

AAA

  

$ 527,400

625,000

  

State Colleges & Universities, LA, Recreational Facility Improvements, 5.50% (University of Southwestern, LA Cajundome)/(MBIA Insurance Corp. LOC)/(Original Issue Yield: 5.499%), 9/1/2017

  

AAA

  

689,856

500,000

  

State Colleges & Universities, LA, Revenue Bonds, 5.65% (University of Southwestern, LA Cajundome)/(MBIA Insurance Corp. INS), 9/1/2026

  

AAA

  

545,875

 

Total

  

 

 

79,111,605

 

TOTAL LONG-TERM MUNICIPALS (Identified Cost $74,747,647)

  

 

 

80,254,107

 

MUTUAL FUND--0.8%

  

 

 

665,993

  

(4) Tax-Free Obligations Fund, IS Shares (at net asset value)

 

AAA

  

665,993

 

TOTAL INVESTMENTS--98.8% (identified Cost $75,413,640)

  

 

 

80,920,100

 

OTHER ASSETS AND LIABILITIES--NET--1.2%

  

 

 

937,090

 

TOTAL NET ASSETS--100%

  

 

 

$ 81,857,190

(See Notes to Portfolio of Investments)

Portfolio of Investments Summary Tables

MID CAP EQUITY FUND

At August 31, 2004, the fund's portfolio composition(1) was as follows:

EQUITIES

Percentage
of Total
Investments(2)

Finance

20.0%

Electronic Technology

8.4%

Commercial Services

7.2%

Retail Trade

6.5%

Consumer Non-Durables

6.2%

Utilities

5.7%

Health Technology

5.5%

Consumer Durables

5.4%

Consumer Services

5.2%

Industrial Services

4.7%

Producer Manufacturing

4.7%

Health Services

4.2%

Non-Energy Minerals

3.3%

Process Industries

3.0%

Energy Minerals

2.8%

Technology Services

2.5%

Transportation

2.4%

Communications

1.0%

Distribution Services

0.8%

TOTAL EQUITIES PORTFOLIO VALUE

99.5%

Other Securities(3)

0.5%

TOTAL PORTFOLIO VALUE

100%

(1) See the fund's prospectus for a more complete description of these types of investments.

(2) Percentages are based on total investments, which may differ from total net assets.

(3) Investment represents shares held in a money market mutual fund.

MID-CAP EQUITY FUND

Shares

  

 

 

Value

 

COMMON STOCKS--99.4%

  

   

Commercial Services--7.1%

  

22,300

  

Banta Corp.

  

$ 863,233

44,800

  

Brinks Co. (The)

  

1,290,240

56,000

  

(1) Copart, Inc.

    

1,216,320

13,490

  

(1) Dun & Bradstreet Corp.

  

743,839

39,100

  

Ikon Office Solutions, Inc.

  

441,048

33,500

  

SEI Investments, Co.

  

1,094,780

 

Total

  

5,649,460

 

Communications--1.0%

  

5,980

  

CenturyTel, Inc.

  

192,496

7,420

  

Telephone and Data System, Inc.

  

572,082

 

Total

  

764,578

 

Consumer Durables--5.4%

  

78,300

  

(1) Activision, Inc.

  

1,126,737

11,200

  

Centex Corp.

  

512,624

15,575

  

D. R. Horton, Inc.

  

481,890

11,580

  

Lennar Corp., Class A

  

530,364

4,330

  

(1) Mohawk Industries, Inc.

  

333,064

27,900

  

Polaris Industries, Inc., Class A

  

1,315,764

 

Total

  

4,300,443

 

Consumer Non-Durables--6.1%

  

33,500

  

(1) American Greetings Corp., Class A

  

806,345

22,250

  

Blyth Industries, Inc.

  

667,722

21,880

  

(1) Coach, Inc.

  

922,242

5,210

  

(1) Constellation Brands, Inc., Class A

  

191,572

10,600

  

(1) Dean Foods Co.

  

392,942

15,290

  

Hormel Foods Corp.

  

408,243

58,000

  

PepsiAmericas, Inc.

  

1,150,720

19,360

  

Tyson Foods, Inc., Class A

  

319,053

 

Total

  

4,858,839

 

Consumer Services--5.2%

  

14,945

  

(1) Apollo Group, Inc., Class A

  

1,165,680

7,710

  

(1) Education Management Corp.

  

224,053

37,180

  

Gtech Holdings Corp.

  

873,730

10,680

  

(1) Pixar, Inc.

  

830,050

31,460

  

Ruby Tuesday, Inc.

  

850,993

7,420

  

(1) Westwood One, Inc.

  

166,505

 

Total

  

4,111,011

 

Distribution Services--0.8%

  

16,760

  

(1) Avnet, Inc.

  

266,149

5,980

  

CDW Corp.

  

349,830

 

Total

  

615,979

 

Electronic Technology--8.4%

  

15,800

  

(1) Altera Corp.

  

$ 298,936

111,800

  

(1) Atmel Corp.

  

390,182

33,500

  

(1) Cree, Inc.

  

837,835

12,530

  

Harris Corp.

  

603,445

11,080

  

Imation Corp.

  

381,484

16,760

  

(1) Jabil Circuit, Inc.

  

345,759

32,280

  

(1) MEMC Electronic Materials

  

258,240

18,880

  

Microchip Technology, Inc.

  

498,243

21,300

  

Plantronics, Inc.

  

827,505

7,100

  

Precision Castparts Corp.

  

391,139

6,460

  

(1) Silicon Laboratories, Inc.

  

211,823

26,690

  

(1) Storage Technology Corp.

  

647,233

20,100

  

(1) United Defense Industries, Inc.

  

768,423

16,900

  

(1) Vishay Intertechnology, Inc.

  

215,475

 

Total

  

6,675,722

 

Energy Minerals--2.9%

  

16,800

  

(1) Newfield Exploration Co.

  

929,880

20,100

  

Valero Energy Corp.

  

1,327,203

 

Total

  

2,257,083

 

Finance--20.0%

  

48,100

  

(1) AmeriTrade Holding Corp.

  

547,859

33,600

  

American Capital Strategies Ltd.

  

1,048,320

16,823

  

Amsouth Bancorporation

  

438,239

15,900

  

Astoria Financial Corp.

  

577,806

8,480

  

City National Corp.

  

559,510

12,910

  

Downey Financial Corp.

  

695,462

9,150

  

Everest Re Group Ltd.

  

641,964

26,898

  

Fidelity National Financial, Inc.

  

1,012,710

25,430

  

First American Financial Corp.

  

736,707

15,230

  

First Horizon National Corp.

  

692,508

32,940

  

Greenpoint Financial Corp.

  

1,451,007

17,730

  

HRPT Properties Trust

  

191,129

18,110

  

Hospitality Properties Trust

  

759,715

32,280

  

IndyMac Bancorp, Inc.

  

1,113,660

23,710

  

North Fork Bancorp, Inc.

  

994,397

13,340

  

Old Republic International Corp.

  

314,157

21,780

  

PMI Group, Inc.

  

904,523

17,630

  

Radian Group, Inc.

  

781,009

17,174

  

Rayonier, Inc.

  

796,358

22,300

  

Ryder Systems, Inc.

  

976,963

9,050

  

TCF Financial Corp.

  

575,671

 

Total

  

15,809,674

 

COMMON STOCKS--continued

  

 

Health Services--4.2%

  

52,900

  

(1) Humana, Inc.

  

$ 1,005,100

20,100

  

(1) PacifiCare Health Systems, Inc.

  

655,461

14,500

  

(1) Triad Hospitals, Inc.

  

460,955

9,440

  

Universal Health Services, Inc., Class B

  

425,272

22,300

  

(1) WellChoice, Inc.

  

794,995

 

Total

  

3,341,783

 

Health Technology--5.5%

  

9,260

  

Hillenbrand Industries, Inc.

  

520,968

17,900

  

(1) Invitrogen Corp.

  

886,050

19,220

  

Mylan Laboratories, Inc.

  

334,812

44,800

  

Perrigo Co.

  

879,872

47,600

  

(1) VISX, Inc.

  

965,328

23,600

  

(1) Varian Medical Systems, Inc.

  

782,340

 

Total

  

4,369,370

 

Industrial Services--4.7%

  

16,750

  

BJ Services Co.

  

804,837

11,200

  

(1) FMC Technologies, Inc.

  

344,064

10,110

  

Granite Construction, Inc.

  

230,508

22,530

  

Helmerich & Payne, Inc.

  

582,626

6,450

  

(1) Nabors Industries Ltd.

  

284,445

5,500

  

(1) Weatherford International Ltd.

  

254,870

42,300

  

Western Gas Resources, Inc.

  

1,181,016

 

Total

  

3,682,366

 

Non-Energy Minerals--3.3%

  

11,200

  

Georgia-Pacific Corp.

  

380,576

25,700

  

Lafarge North America, Inc.

  

1,151,617

10,600

  

Nucor Corp.

  

829,874

4,510

  

Vulcan Materials Co.

  

214,992

 

Total

  

2,577,059

 

Process Industries--3.0%

  

4,820

  

Air Products & Chemicals, Inc.

  

252,471

18,400

  

Albemarle Corp.

  

611,984

14,500

  

Cabot Corp.

  

577,680

20,040

  

Cytec Industries, Inc.

  

966,730

 

Total

  

2,408,865

 

Producer Manufacturing--4.7%

  

29,760

  

AMETEK, Inc.

  

849,648

11,200

  

Cummins, Inc.

  

753,648

8,670

  

(1) Energizer Holdings, Inc.

  

358,418

3,180

  

Ingersoll-Rand Co., Class A

  

206,732

9,260

  

Johnson Controls, Inc.

  

$ 521,338

13,400

  

Lear Corp.

  

721,992

9,450

  

SPX Corp.

  

344,831

 

Total

  

3,756,607

 

Retail Trade--6.5%

  

31,110

  

Abercrombie & Fitch Co., Class A

  

871,080

42,300

  

(1) Barnes & Noble, Inc.

  

1,461,888

67,100

  

Claire's Stores, Inc.

  

1,633,214

39,490

  

Ross Stores, Inc.

  

835,213

16,370

  

Ruddick Corp.

  

312,176

 

Total

  

5,113,571

 

Technology Services--2.5%

  

9,440

  

(1) Affiliated Computer Services, Inc., Class A

  

512,875

11,200

  

(1) BMC Software, Inc.

  

167,664

16,860

  

(1) Intuit, Inc.

  

713,009

25,430

  

(1) SunGard Data Systems, Inc.

  

584,890

 

Total

  

1,978,438

 

Transportation--2.4%

  

8,480

  

CNF Transportation, Inc.

  

347,850

8,570

  

Expeditors International Washington, Inc.

  

418,044

7,330

  

Overseas Shipholding Group, Inc.

  

315,190

27,900

  

Tidewater, Inc.

  

814,122

 

Total

  

1,895,206

 

Utilities--5.7%

  

20,810

  

Energy East Corp.

  

507,140

52,900

  

MDU Resources Group, Inc.

  

1,342,073

11,134

  

NSTAR

  

543,339

27,900

  

National Fuel Gas Co.

  

747,162

18,175

  

PNM Resources, Inc.

  

388,400

23,280

  

Questar Corp.

  

947,030

 

Total

  

4,475,144

 

TOTAL COMMON STOCKS (identified cost $69,031,232)

  

78,641,198

 

MUTUAL FUND--0.5%

  

418,000

  

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

  

$ 418,000

 

TOTAL INVESTMENTS--99.9% (identified cost $69,449,232)

  

79,059,198

 

OTHER ASSETS AND LIABILITIES--NET--0.1%

  

44,558

 

TOTAL NET ASSETS--100%

  

$ 79,103,756

(See Notes to Portfolio of Investments)

Portfolio of Investments Summary Tables

TOTAL RETURN BOND FUND

At August 31, 2004, the fund's portfolio composition(1) was as follows:

 

 

Percentage
of Total
Investments(2)

Corporate Bonds

    

32.6%

Mortgage Backed Securities

  

19.5%

U.S. Treasury

  

19.0%

Government Agencies

  

17.3%

Municipals

  

8.1%

Repurchase Agreement

  

3.3%

Other Securities(3)

  

0.2%

TOTAL

  

100%

At August 31, 2004, the fund's credit quality ratings composition(4) was as follows:

S&P Long-Term Ratings as
Percentage of Total Investments(2)

    

Moody's Long-Term Ratings as
Percentage of Total Investments(2)

AAA

 

61.4

%

 

AAA

 

34.5

%

AA

 

3.2

%

 

Aaa

 

27.9

%

A

 

21.3

%

 

Aa

 

9.3

%

BBB

 

8.1

%

 

A

 

18.1

%

Not Rated by S&P

 

6.0

%

 

Baa

 

5.2

%

 

 

 

 

 

Not Rated by Moody's

 

5.0

%

TOTAL

 

100

%

 

TOTAL

 

100

%

(1) See the fund's prospectus for a more complete description of these types of investments.

(2) Percentages are based on total investments, which may differ from total net assets.

(3) Investment represents shares held in a money market mutual fund.

(4) These tables depict the long-term credit quality ratings assigned to the fund's portfolio holdings by Standard & Poor's and Moody's Investors Service, each of which is a Nationally Recognized Statistical Ratings Organization (NRSRO). These credit-quality ratings are shown without regard to gradations within a given rating category, For example, securities rated "A-" have been included in the "A" rated category. Holdings that are rated only by a different NRSRO than the one identified have been included in the "Not rated by..." category. Rated securities that have been pre-refunded, but not rated again by the NRSRO, also have been included in the "Not rated by..." category. Rated securities include a security with an obligor and/or credit enhancer that has received a rating from an NRSRO with respect to a class of debt obligations that is comparable in priority and security with the security held by the fund. Credit quality ratings are an assessment of the risk that a security will default in payment and do not address other risks presented by the security. Please see the description of credit quality ratings in the fund's Statement of Additional Information.

Each table depicts the long-term credit quality ratings as assigned only by the NRSRO identified in the table. Of the portfolio's total investments, all securities have received a rating by an NRSRO.

TOTAL RETURN BOND FUND

Principal
Amount

  

 

 

Value

 

CORPORATE BONDS--32.3%

  

 

Consumer Durables--5.1%

  

$ 1,500,000

    

Ford Motor Co., Note, 7.25%, 10/1/2008

    

$ 1,635,255

1,000,000

  

General Motors Corp., Bond, 6.25%, 5/1/2005

  

1,020,190

 

Total

  

2,655,445

 

Consumer Non-Durables--2.9%

  

1,500,000

  

Nabisco, Inc., Note, 6.375%, 2/1/2035

  

1,531,170

 

Finance--15.0%

  

1,000,000

  

Aflac, Inc., 6.50%, 4/15/2009

  

1,102,550

500,000

  

Boeing Capital Corp., Sr. Note, Series MTN, 5.40%, 11/30/2009

  

532,005

750,000

  

CIT Group, Inc., Deb., 5.875%, 10/15/2008

  

807,615

1,000,000

  

J.P. Morgan Chase & Co., Note, 5.25%, 5/1/2015

  

1,012,440

1,000,000

  

Lehman Brothers, Inc., Bond, 6.50%, 4/15/2008

  

1,098,130

1,500,000

  

Old Republic International Corp., Deb., 7.00%, 6/15/2007

  

1,643,115

1,500,000

  

Swiss Bank Corp. New York, Sub. Note, 7.25%, 9/1/2006

  

1,625,025

 

Total

  

7,820,880

 

Process Industries--1.1%

  

550,000

  

Lubrizol Corp., 5.875%, 12/1/2008

  

546,447

 

Retail Trade--3.1%

  

1,000,000

  

Dayton-Hudson Corp., Note, 7.50%, 7/15/2006

  

1,087,330

500,000

  

Target Corp., Note, 5.375%, 6/15/2009

  

532,955

 

Total

  

1,620,285

 

Technology Services--2.1%

  

1,000,000

  

First Data Corp., Note, 5.80%, 12/15/2008

  

1,085,730

 

Utilities--3.0%

  

1,500,000

  

Progress Energy Carolinas, Inc., 1st Mtg. Note, 5.125%, 9/15/2013

  

1,534,830

 

TOTAL CORPORATE BONDS
(identified cost $15,354,917)

  

16,794,787

 

GOVERNMENT AGENCIES--17.2%

  

 

Federal Home Loan Bank--1.1%

  

$ 550,000

  

7.01%, 6/14/2006

  

$ 593,159

 

Federal Home Loan Mortgage Corporation--4.6%

  

2,000,000

  

Unsecd. Note, 6.75%, 9/15/2029

  

2,360,180

 

Federal National Mortgage Association--11.5%

  

800,000

  

Bond, 6.625%, 11/15/2030

  

932,008

1,500,000

  

Note, 6.00%, 12/15/2005

  

1,571,655

2,200,000

  

Unsecd. Note, 7.00%, 7/15/2005

  

2,292,664

1,000,000

  

Unsecd. Note, 7.125%, 6/15/2010

  

1,165,450

 

Total

  

5,961,777

 

TOTAL GOVERNMENT AGENCIES (identified cost $8,165,659)

  

8,915,116

 

MORTGAGE BACKED SECURITIES--19.4%

  

 

(5) Federal Home Loan Mortgage Corporation 15-Year--5.3%

  

852,092

  

Pool E98632, 5.00%, 8/1/2018

  

868,870

1,850,340

  

Pool G11536, 4.50%, 4/1/2014

  

1,875,782

 

Total

  

2,744,652

 

Federal Home Loan Mortgage Corporation 30-Year--4.0%

  

1,992,484

  

Pool G08003, 6.00%, 7/1/2034

  

2,063,456

 

Federal National Mortgage Association 20-Year--2.3%

  

1,144,796

  

Pool 254739, 6.00%, 4/1/2023

  

1,192,374

 

(5) Federal National Mortgage Association--0.0%

  

2,658

  

Pool 76204, 11.00%, 6/1/2019

  

2,981

3,248

  

Pool 85131, 11.00%, 5/1/2017

  

3,678

 

Total

  

6,659

 

(5) Government National Mortgage Association 15-Year--0.5%

  

275,889

  

Pool 420153, 7.00%, 9/15/2010

  

295,373

 

MORTGAGE BACKED SECURITIES--continued

  

 

(5) Government National Mortgage Association 30-Year--7.3%

  

$ 17,039

  

Pool 147875, 10.00%, 3/15/2016

  

$ 19,168

45,914

  

Pool 168511, 8.00%, 7/15/2016

  

50,344

2,528

  

Pool 174673, 8.00%, 8/15/2016

  

2,761

9,466

  

Pool 177145, 8.00%, 1/15/2017

  

10,406

397

  

Pool 188080, 8.00%, 9/15/2018

  

435

7,814

  

Pool 212660, 8.00%, 4/15/2017

  

8,534

23,800

  

Pool 216950, 8.00%, 6/15/2017

  

26,165

9,818

  

Pool 217533, 8.00%, 5/15/2017

  

10,723

5,862

  

Pool 225725, 10.00%, 9/15/2020

  

6,622

3,366

  

Pool 227430, 9.00%, 8/15/2019

  

3,793

2,618

  

Pool 253449, 10.00%, 10/15/2018

  

2,964

10,908

  

Pool 279619, 10.00%, 9/15/2019

  

12,367

6,139

  

Pool 287853, 9.00%, 4/15/2020

  

6,935

3,734

  

Pool 288967, 9.00%, 4/15/2020

  

4,204

6,247

  

Pool 289082, 9.00%, 4/15/2020

  

6,995

8,426

  

Pool 291100, 9.00%, 5/15/2020

  

9,492

31,999

  

Pool 302101, 7.00%, 6/15/2024

  

34,359

50,584

  

Pool 345031, 7.00%, 10/15/2023

  

54,456

58,239

  

Pool 345090, 7.00%, 11/15/2023

  

62,534

34,904

  

Pool 360772, 7.00%, 2/15/2024

  

37,577

36,501

  

Pool 404653, 7.00%, 9/15/2025

  

39,148

45,901

  

Pool 408884, 7.00%, 9/15/2025

  

49,185

26,703

  

Pool 410108, 7.00%, 9/15/2025

  

28,614

16,858

  

Pool 410786, 7.00%, 9/15/2025

  

18,064

130,158

  

Pool 415427, 7.50%, 8/15/2025

  

140,774

22,933

  

Pool 415865, 7.00%, 9/15/2025

  

24,575

95,346

  

Pool 418781, 7.00%, 9/15/2025

  

102,259

102,717

  

Pool 420157, 7.00%, 10/15/2025

  

110,452

335,441

  

Pool 532641, 7.00%, 12/15/2030

  

358,398

1,997,661

  

Pool 615486, 5.50%, 7/15/2034

  

2,036,995

464,701

  

Pool 780717, 7.00%, 2/15/2028

  

498,392

 

Total

  

3,777,690

 

TOTAL MORTGAGE BACKED SECURITIES (identified cost $9,944,769)

10,080,204

Principal
Amount
or Shares

  

 

 

Value

  

MUNICIPALS--8.0%

  

$ 1,175,000

  

Liberal, KS, GO UT (Series 2), 6.50% Bonds (FSA INS), 12/1/2010

   

$ 1,285,027

2,000,000

  

New Orleans, LA Aviation Board, Revenue Bonds, 7.10% Bonds (AMBAC INS), 10/1/2027

  

2,113,120

360,000

  

Vail, CO Sales Tax Revenue, Refunding Revenue Bonds, 6.00% Bonds (MBIA Insurance Corp. LOC), 12/1/2006

  

384,890

350,000

  

Vail, CO Sales Tax Revenue, Refunding Revenue Bonds, 6.05% Bonds (MBIA Insurance Corp. LOC), 12/1/2007

  

381,070

 

TOTAL MUNICIPALS
(identified cost $3,870,180)

4,164,107

 

U.S. TREASURY--18.9%

  

 

U.S. Treasury Bonds--6.3%

  

1,300,000

  

12.50%, 8/15/2014

  

1,839,097

1,250,000

  

6.125%, 11/15/2027

  

1,441,012

 

Total

  

3,280,109

 

U.S. Treasury Notes--12.6%

  

2,000,000

  

4.00%, 2/15/2014

  

1,982,820

4,500,000

  

5.875%, 11/15/2004

  

4,536,720

 

Total

  

6,519,540

 

TOTAL U.S. TREASURY
(identified cost $10,128,617)

  

9,799,649

 

MUTUAL FUND--0.2%

  

116,000

  

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

  

116,000

Principal
Amount

    

 

  

Value

 

REPURCHASE
AGREEMENT--3.3%

  

$ 1,700,000

  

Repurchase agreement with Merrill Lynch, Pierce, Fenner and Smith, 1.53%, dated 8/31/2004 to be repurchased at $1,700,072 on 9/1/2004, collateralized by a U.S. Treasury Obligation with maturity of 9/30/2004, collateral market value $1,735,050 (at amortized cost)

  

$ 1,700,000

 

TOTAL INVESTMENTS--99.3%
(identified cost $49,280,142)

  

51,569,863

 

OTHER ASSETS AND LIABILITIES--NET--0.7%

  

387,286

 

TOTAL NET ASSETS--100%

  

$ 51,957,149

(See Notes to Portfolio of Investments)

Portfolio of Investments Summary Tables

U.S. GOVERNMENT INCOME FUND

At August 31, 2004, the fund's portfolio composition(1) was as follows:

 

  

Percentage
of Total
Investments(2)

U.S. Treasury Securities

  

37.3%

U.S. Government Agency Securities

  

29.3%

U.S. Government Agency Mortgage Backed Securities

  

17.6%

Corporate Bonds

  

15.2%

Other Securities(3)

  

0.6%

TOTAL

  

100%

(1) See the fund's prospectus for a more complete description of these types of investments.

(2) Percentages are based on total investments, which may differ from total net assets.

(3) Investment represents shares held in a money market mutual fund.

U.S. GOVERNMENT INCOME FUND

Principal
Amount

  

 

   

Value

   

LONG-TERM OBLIGATIONS--98.8%

  

 

Corporate Bonds--15.1%

  

$ 2,000,000

  

Boeing Capital Corp., 6.350%, 11/15/2007

  

$ 2,191,560

2,000,000

  

Computer Sciences Corp., 7.375%, 6/15/2011

  

2,326,500

1,500,000

  

GE Global Insurance, 7.500%, 6/15/2010

  

1,728,810

2,500,000

  

General Electric Capital Corp., 2.850%, 1/30/2006

  

2,517,475

1,000,000

  

Ingersoll-Rand Co., 6.250%, 5/15/2006

  

1,055,710

1,000,000

  

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

  

1,085,600

1,000,000

  

J.P. Morgan Chase & Co., 5.250%, 5/1/2015

  

1,012,440

500,000

  

Wal-Mart Stores, Inc., 4.150%, 6/15/2005

  

507,455

 

TOTAL CORPORATE BONDS

  

12,425,550

 

GOVERNMENT AGENCIES--29.1%

  

 

Federal Farm Credit System--2.5%

  

2,000,000

  

4.450%, 8/27/2010

  

2,055,920

 

Federal Home Loan Bank--6.2%

  

2,000,000

  

4.125%, 4/28/2009

  

2,011,840

2,000,000

  

5.980%, 6/18/2008

  

2,189,840

850,000

  

7.010%, 6/14/2006

  

916,699

 

Total

  

5,118,379

 

Federal Home Loan Mortgage Corporation--5.5%

  

3,000,000

  

2.500%, 12/4/2006

  

2,980,920

1,500,000

  

5.825%, 2/9/2006

  

1,574,145

 

Total

  

4,555,065

 

Federal National Mortgage Association--14.9%

  

2,100,000

  

Floating Rate Note, 3.250%, 12/6/2004

  

2,096,976

2,500,000

  

1.000%, 5/19/2008

  

2,472,475

3,000,000

  

2.500%, 6/15/2006

  

2,997,480

2,000,000

  

3.250%, 2/15/2009

  

1,976,320

1,000,000

  

5.750%, 6/15/2005

  

1,028,830

1,000,000

  

6.000%, 5/15/2008

  

1,093,470

465,000

  

6.460%, 6/29/2012

  

530,500

 

Total

  

12,196,051

 

TOTAL GOVERNMENT AGENCIES

  

23,925,415

Principal
Amount

  

 

 

Value

 

MORTGAGE BACKED SECURITIES--17.5%

  

 

(5) Federal Home Loan Mortgage Corporation 15-Year--4.5%

  

$ 3,700,681

  

4.500%, 4/1/2014

  

$ 3,751,565

304

  

9.500%, 10/1/2004

  

306

 

Total

  

3,751,871

 

(5) Federal Home Loan Mortgage Corporation 30-Year--1.7%

  

157,321

  

6.000%, 11/1/2006

  

161,028

996,242

  

6.000%, 7/1/2034

  

1,031,728

98,957

  

8.750%, 2/1/2017

  

108,621

5,498

  

9.000%, 6/1/2016

  

6,042

162

  

9.000%, 9/1/2016

  

178

800

  

9.000%, 10/1/2016

  

883

8,225

  

9.000%, 1/1/2017

  

9,074

11,738

  

9.500%, 10/1/2019

  

13,131

33,832

  

10.000%, 5/1/2014

  

37,553

20,246

  

10.000%, 6/1/2018

  

22,720

 

Total

  

1,390,958

 

(5) Federal National Mortgage Association 15-Year--0.1%

  

66,080

  

7.000%, 8/1/2012

  

70,603

 

Federal National Mortgage Association 20-Year--1.4%

  

1,144,796

  

6.000%, 4/1/2023

  

1,192,374

 

(5) Federal National Mortgage Association 30-Year--1.2%

  

247,439

  

5.000%, 4/1/2009

  

253,548

61,386

  

6.500%, 1/1/2008

  

63,305

242,077

  

7.000%, 12/1/2031

  

257,057

356,621

  

7.500%, 7/1/2031

  

380,803

16,922

  

9.500%, 8/1/2020

  

18,963

 

Total

  

973,676

 

(5) Government National Mortgage Association 15-Year--2.5%

  

681,603

  

6.000%, 3/20/2017

  

720,154

105,427

  

6.500%, 2/15/2017

  

112,708

11,008

  

7.000%, 11/15/2009

  

11,764

1,052,896

  

7.000%, 12/15/2008

  

1,117,060

58,421

  

7.000%, 9/15/2010

  

62,547

 

Total

  

2,024,233

Principal
Amount

  

 

 

Value

 

MORTGAGE BACKED SECURITIES--continued

  

 

Government National Mortgage Association 30-Year--6.1%

  

$ 1,997,661

  

5.500%, 7/15/2034

  

$ 2,036,995

149,495

  

6.500%, 4/15/2029

  

158,091

381,962

  

7.000%, 9/15/2023

  

410,132

395,964

  

7.000%, 6/20/2030

  

421,947

163,934

  

7.000%, 2/15/2032

  

175,101

277,394

  

7.000%, 3/15/2032

  

296,204

64,728

  

7.500%, 10/15/2022

  

70,331

106,643

  

7.500%, 3/15/2026

  

115,340

157,471

  

7.500%, 9/15/2026

  

170,314

92,579

  

7.500%, 11/20/2029

  

99,551

118,903

  

7.500%, 12/20/2029

  

127,858

85,511

  

7.500%, 12/20/2030

  

91,898

123,000

  

8.000%, 1/15/2022

  

135,532

111,658

  

8.000%, 4/15/2022

  

123,034

89,507

  

8.000%, 8/15/2022

  

98,626

32,580

  

8.000%, 11/15/2022

  

36,041

88,313

  

8.000%, 10/15/2029

  

96,482

72,700

  

8.000%, 2/20/2030

  

79,152

93,500

  

8.000%, 3/20/2030

  

101,798

66,966

  

8.000%, 1/20/2030

  

72,909

18,876

  

8.500%, 2/20/2025

  

20,746

31,862

  

9.000%, 2/15/2020

  

35,895

19,870

  

9.500%, 6/15/2020

  

22,428

 

Total

  

4,996,405

 

TOTAL MORTGAGE BACKED SECURITIES

  

14,400,120

 

U.S. TREASURY--37.1%

  

 

Treasury Inflation-Indexed Note--13.7%

  

4,696,360

  

3.625%, 1/15/2008

  

5,162,333

4,615,280

  

3.875%, 4/15/2029

  

6,094,339

 

Total

  

11,256,672

Principal
Amount
or Shares

  

 

 

Value

 

U.S. Treasury Bonds--9.3%

  

$ 1,500,000

  

6.000%, 2/15/2026

  

$ 1,698,045

1,500,000

  

7.250%, 5/15/2016

  

1,886,250

1,000,000

  

7.250%, 8/15/2022

  

1,281,560

500,000

  

7.875%, 2/15/2021

  

673,985

300,000

  

8.500%, 2/15/2020

  

423,798

500,000

  

8.750%, 5/15/2020

  

721,955

900,000

  

10.375%, 11/15/2009

  

916,173

 

Total

  

7,601,766

 

U.S. Treasury Notes--14.1%

  

4,500,000

  

5.625%, 2/15/2006

  

4,724,280

1,000,000

  

6.125%, 8/15/2007

  

1,095,310

1,500,000

  

6.250%, 2/15/2007

  

1,631,010

1,000,000

  

6.500%, 5/15/2005

  

1,031,950

1,000,000

  

7.000%, 7/15/2006

  

1,084,380

2,000,000

  

7.500%, 2/15/2005

  

2,052,660

 

Total

  

11,619,590

 

TOTAL U.S. TREASURY

 

30,478,028

 

TOTAL LONG-TERM OBLIGATIONS (identified cost $77,586,737)

  

81,229,113

 

MUTUAL FUND--0.6%

  

495,000

  

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

 

495,000

 

TOTAL INVESTMENTS--99.4% (identified cost $78,081,737)

  

81,724,113

 

OTHER ASSETS AND LIABILITIES--NET--0.6%

  

507,153

 

TOTAL NET ASSETS--100%

  

$ 82,231,266

(See Notes to Portfolio of Investments)

Portfolio of Investments Summary Tables

CASH RESERVE FUND

At August 31, 2004, the fund's portfolio composition(1) was as follows:

 

   

Percentage
of Total
Investments(2)

Commercial Paper

  

77.6%

U.S. Government Agency Securities

  

14.3%

Repurchase Agreement

  

7.5%

Other Securities(3)

  

0.6%

TOTAL

  

100%

(1) See the fund's prospectus for a more complete description of these types of investments.

(2) Percentages are based on total investments, which may differ from total net assets.

(3) Investment represents shares held in a money market mutual fund.

CASH RESERVE FUND

Principal
Amount

  

 

 

Value

 

(6) COMMERCIAL PAPER--78.1%

  

 

Agricultural Operations--3.1%

  

$ 5,177,000

  

(9)(10)Cargill, Inc., 1.373% - 1.501%, 9/7/2004 - 9/8/2004

  

$ 5,175,680

 

Consumer Durables--3.6%

  

6,000,000

  

Toyota Motor Credit Corp., 1.522%, 9/21/2004

  

5,994,934

 

Consumer Non-Durables--3.5%

  

6,000,000

  

(9)(10)Colgate-Palmolive Co., 1.502%, 9/23/2004

  

5,994,500

 

Consumer Services--3.6%

  

6,000,000

  

(9)(10)Knight-Ridder, Inc., 1.481%, 9/1/2004

  

6,000,000

 

Energy Minerals--3.6%

  

6,000,000

  

ChevronTexaco Corp., 1.482%, 9/23/2004

  

5,994,573

 

Finance--46.3%

  

6,000,000

  

American Express Co., 1.502%, 9/13/2004

  

5,997,000

6,000,000

  

American General Investment Corp., (Guaranteed by American General Corp.), 1.373%, 9/8/2004

  

5,998,402

6,000,000

  

(9)(10)Beta Finance, Inc., 1.647%, 11/15/2004

  

5,979,500

6,400,000

  

(9)(10)CIESCO LP, 1.553% - 1.573%, 10/5/2004 - 10/8/2004

  

6,390,182

6,000,000

  

CIT Group, Inc., 1.454% - 1.454%, 9/22/2004

  

5,994,925

6,000,000

  

Citicorp, 1.502%, 9/24/2004

  

5,994,250

6,000,000

  

(9)(10)CRC Funding LLC, 1.604%, 10/14/2004

  

5,988,533

6,000,000

  

General Electric Capital Corp., 1.382%, 9/2/2004

  

5,999,770

6,000,000

  

(9)(10)GOVCO, Inc., 1.506%, 10/8/2004

  

5,990,750

6,000,000

  

Household Finance Corp., 1.502%, 9/22/2004

  

5,994,750

5,000,000

  

(9)(10)Jupiter Securitization Corp., 1.520%, 9/2/2004

  

4,999,789

6,000,000

  

Prudential Funding Corp., 1.502%, 9/24/2004

  

5,994,250

6,000,000

  

(9)(10)Variable Funding Capital Corp., 1.434%, 9/21/2004

  

5,995,233

 

Total

  

77,317,334

Principal
Amount
or Shares

  

 

 

Value

 

Health Technology--3.6%

  

$ 6,000,000

  

(9)(10)Abbott Laboratories, 1.353% - 1.493%, 9/16/2004 - 9/28/2004

  

$ 5,995,515

 

Process Industries--3.6%

  

6,000,000

  

Du Pont (E.I.) de Nemours & Co., 1.481% - 1.492%, 9/3/2004 - 9/22/2004

  

5,996,359

 

Retail Trade--7.2%

  

6,000,000

  

Seven Eleven, Inc., 1.522%, 9/15/2004

  

5,996,453

6,000,000

  

(9)(10)Wal-Mart Stores, Inc., 1.343% - 1.482%, 9/8/2004 - 9/21/2004

  

5,996,190

 

Total

  

11,992,643

 

TOTAL COMMERCIAL PAPER

  

130,461,538

 

(7) GOVERNMENT AGENCIES--14.3%

  

 

Finance--14.3%

  

1,000,000

  

Federal Home Loan Bank System, 1.265%, 3/15/2005

  

1,000,000

1,000,000

  

Federal Home Loan Bank System, 1.300%, 4/27/2005

  

1,000,000

1,000,000

  

Federal Home Loan Bank System, 1.350%, 4/29/2005

  

1,000,000

2,000,000

  

Federal Home Loan Bank System, 1.450%, 3/11/2005

  

2,000,000

5,000,000

  

Federal Home Loan Bank System, 1.500%, 9/22/2004

  

4,995,625

2,000,000

  

Federal Home Loan Bank System, 1.500%, 5/4/2005

  

2,000,000

1,000,000

  

Federal Home Loan Bank System, 1.580%, 5/10/2005

  

1,000,000

1,000,000

    

FNMA, 1.270%, 4/25/2005

  

1,000,000

5,000,000

  

FNMA, 1.5000%, 9/22/2004

    

4,995,625

5,000,000

  

FNMA, 1.500%, 9/29/2004

  

4,994,167

 

TOTAL

 

23,985,417

 

MUTUAL FUND--0.6%

  

935,000

  

Fidelity Institutional Cash Treasury Money Market Fund

  

935,000

Principal
Amount

  

 

 

Value

 

REPURCHASE AGREEMENT--7.6%

  

$12,707,000

  

Repurchase agreement with Morgan Stanley & Co., Inc., 1.53%, dated 8/31/2004 to be repurchased at $12,707,540 on 9/1/2004, collateralized by a U.S. Treasury Obligation with maturity of 11/15/2004, collateral market value $12,962,362

  

$ 12,707,000

 

TOTAL INVESTMENTS--100.6% (at amortized cost)

  

168,088,955

 

OTHER ASSETS AND LIABILITIES--NET--(0.6)%

  

(1,056,096)

 

TOTAL NET ASSETS--100%

  

$ 167,032,859

(See Notes to Portfolio of Investments)

Portfolio of Investments Summary Tables

U.S. TREASURY MONEY MARKET FUND

At August 31, 2004, the fund's portfolio composition(1) was as follows:

 

  

Percentage
of Total
Investments(2)

U. S. Treasury Securities

  

56.1%

Repurchase Agreements

  

41.2%

Other Securities(3)

  

2.7%

TOTAL

  

100%

(1) See the fund's prospectus for a more complete description of these types of investments.

(2) Percentages are based on total investments, which may differ from total net assets.

(3) Investment represents shares held in a money market mutual fund.

U.S. TREASURY MONEY MARKET FUND

Principal
Amount
or Shares

  

 

   

Value

  

(7) U.S. TREASURY--56.1%

  

 

U.S. Treasury Bills--56.1%

  

$ 5,000,000

  

0.975%, 9/16/2004

  

$ 4,997,969

15,000,000

  

1.010% - 1.355%, 9/30/2004

  

14,985,343

4,700,000

  

1.185%, 9/9/2004

  

4,698,762

5,000,000

  

1.335%, 10/21/2004

  

4,990,729

2,000,000

  

1.350%, 9/2/2004

  

1,999,925

12,000,000

  

1.390% - 1.450%, 11/18/2004

  

11,963,004

5,000,000

  

1.425%, 11/4/2004

  

4,987,333

5,000,000

  

1.445%, 11/12/2004

  

4,985,550

5,000,000

  

1.488%, 12/2/2004

  

4,980,987

2,000,000

  

1.500%, 12/30/2004

  

1,990,000

20,000,000

  

1.515%, 11/26/2004

  

19,927,617

5,000,000

  

1.650%, 1/20/2005

  

4,967,687

 

TOTAL U.S. TREASURY

  

85,474,906

 

MUTUAL FUND--2.7%

  

4,102,000

  

Fidelity Institutional Cash Treasury Money Market Fund

  

4,102,000

Principal
Amount

  

 

 

Value

 

REPURCHASE AGREEMENTS--41.2%

  

$ 31,000,000

    

Repurchase agreement with Merrill Lynch, Pierce, Fenner and Smith, 1.530%, dated 8/31/2004 to be repurchased at $31,001,318 on 9/1/2004, collateralized by a U.S. Treasury Obligation with maturity of 5/15/2005, collateral market value $31,621,600

   

$ 31,000,000

31,753,000

  

Repurchase agreement with Morgan Stanley & Co., Inc., 1.530%, dated 8/31/2004 to be repurchased at $31,754,350 on 9/1/2004, collateralized by a U.S. Treasury Obligation with maturity of 5/15/2018, collateral market value $32,462,102

  

31,753,000

 

TOTAL REPURCHASE AGREEMENTS

  

62,753,000

 

TOTAL INVESTMENTS--100% (at amortized cost)

  

152,329,906

 

OTHER ASSETS AND LIABILITIES--NET--0.0%

  

(65,410)

 

TOTAL NET ASSETS--100%

  

$ 152,264,496

(See Notes to Portfolio of Investments)

Notes to Portfolios of Investments

Hibernia Funds
August 31, 2004

(1)

  

Non-income producing.

(2)

  

Securities that are subject to the federal alternative minimum tax (AMT) represent 6.3% of the Hibernia Louisiana Municipal Income Fund's portfolio calculated based upon total portfolio market value (percentage is unaudited).

(3)

  

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

(4)

  

Affiliated company.

(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)

  

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

(8)

  

Denotes a zero coupon bond with effective rate at time of purchase.

(9)

  

Denotes a restricted security, including securities purchased under Rule 144A of the Securities Act of 1933. These securities unless registered under the Act or exempted from registration, may only be sold to qualified institutional investors. At August 31, 2004, these securities amounted to $64,505,872 which represents 38.6% of total net assets.

(10)

   

Denotes a restricted security, including securities purchased under Rule 144A that have been deemed liquid by criteria approved by the fund's Board of Trustees. At August 31, 2004, these securities amounted to $64,505,872 which represents 38.6% of total net assets.

The following abbreviations are used in these portfolios:

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

GO

--General Obligation

HFA

--Housing Finance Authority

IDB

--Industrial Development Bond

INS

--Insured

LOC

--Letter of Credit

MTN

--Medium Term Note

PFA

--Public Facility Authority

SFM

--Single Family Mortgage

UT

--Unlimited Tax

Percentages listed on Hibernia Capital Appreciation Fund and Hibernia Mid Cap Equity Fund's Portfolio of Investments beneath the heading "Common Stocks," represent the percentage of the respective portfolio invested in the identified economic sectors.

For Federal Tax Purposes

Hibernia Funds

     

Cost of Investments

    

Total Net Assets*

Capital Appreciation Fund

  

$177,176,354

  

$ 251,852,051

Louisiana Municipal Income Fund

  

75,350,562

  

81,857,190

Mid Cap Equity Fund

  

69,449,876

  

79,103,756

Total Return Bond Fund

  

49,831,215

  

51,957,149

U.S. Government Income Fund

  

78,833,200

  

82,231,266

Cash Reserve Fund

  

168,088,955

  

167,032,859

U.S. Treasury Money Market Fund

  

152,329,906

  

152,264,496

* The categories of investments are shown as a percentage of total net assets at August 31, 2004.

Statements of Assets and Liabilities

Hibernia Funds

August 31, 2004

 

    

Capital
Appreciation Fund

     

Louisiana Municipal
Income Fund

     

Mid Cap
Equity Fund

Assets:

  

 

 

Investments in repurchase agreements

  

$ --

  

$ --

  

$ --

Investments in securities

  

251,360,829

  

80,920,100(a)

  

79,059,198
   
 
 

Total investments in securities, at value

  

251,360,829

  

80,920,100

  

79,059,198

Cash

  

233

  

--

  

636

Income receivable

  

493,909

  

1,167,704

  

86,100

Receivable for shares sold

  

184,361

  

--

  

39,541
   
 
 

Total assets

  

252,039,332

  

82,087,804

  

79,185,475
   
 
 

Liabilities:

  

 

 

Payable for shares redeemed

  

107,383

  

27,145

  

36,420

Income distribution payable

  

--

  

170,680

  

--

Payable for transfer and dividend disbursing agent fees
and expenses

  

16,927

  

6,383

  

16,646

Payable for portfolio accounting fees (Note 5)

  

8,486

  

10,913

  

14,603

Payable for distribution services fee (Note 5)

  

52,441

  

11,889

  

2,638

Payable for shareholder services fee (Note 5)

  

1,012

  

1,041

  

7,078

Accrued expenses

  

1,032

  

2,563

  

4,334
   
 
 

Total liabilities

  

187,281

  

230,614

  

81,719
   
 
 

Net Assets Consist of:

  

 

 

Paid in capital

  

169,519,641

  

76,159,652

  

65,300,671

Net unrealized appreciation of investments

  

74,184,475

  

5,506,460

  

9,609,966

Accumulated net realized gain (loss) on investments

  

7,814,892

  

166,966

  

4,193,119

Undistributed (distributions in excess of) net
investment income

  

333,043

  

24,112

  

--
   
 
 

Total Net Assets

  

$ 251,852,051

  

$ 81,857,190

  

$ 79,103,756
   
 
 

Net Assets:

  

$ 239,870,895(b)

  

$ 78,288,064(b)

  

$ 74,783,069(b)
   
 
 
 
 

$ 11,981,156(c)

  

$ 3,569,126(c)

  

$ 4,320,687(c)
   
 
 

Shares Outstanding, No Par Value, Unlimited Shares Authorized:

  

13,099,546(b)

  

6,891,206(b)

  

5,197,852(b)
   
 
 
 
 

687,774(c)

  

313,967(c)

  

314,226(c)
   
 
 

Total Shares Outstanding

  

13,787,320

  

7,205,173

  

5,512,078
   
 
 

Net Asset Value Per Share

  

$ 18.31(b)

  

$ 11.36(b)

  

$ 14.39(b)
   
 
 
 
 

$ 17.42(c)

  

$ 11.37(c)

  

$ 13.75(c)
   
 
 

Offering Price Per Share*

  

$ 19.17(b)***

  

$ 11.71(b)****

  

$ 15.07(b)***
   
 
 
 
 

$ 17.42(c)

  

$ 11.37(c)

  

$ 13.75(c)
   
 
 

Redemption Proceeds Per Share**

  

$ 18.31(b)

  

$ 11.36(b)

  

$ 14.39(b)
   
 
 
 
 

$ 16.46c)*****

  

$ 10.74(c)*****

  

$ 12.99(c)*****
   
 
 

Investments, at identified cost

 

$ 177,176,354

  

$ 75,413,640

  

$ 69,449,232
   
 
 

(a) Including $665,993 of investments in affiliated issuer.

(b) Represents Class A Shares.

(c) Represents Class B Shares.

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

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

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

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

***** Computation of Redemption Proceeds: 94.50/100 of net asset value.

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

Total Return
Bond Fund

     

U.S. Government
Income Fund

     

Cash
Reserve Fund

     

U.S. Treasury
Money Market Fund

 

 

 

$ 1,700,000

  

$ --

  

$ 12,707,000

  

$ 62,753,000

49,869,863

  

81,724,113

  

155,381,955

  

89,576,906
 
 
 

51,569,863

  

81,724,113

  

168,088,955

  

152,329,906

934

  

326

  

337

  

970

699,619

  

625,785

  

43,881

  

7,030

55,318

  

147,445

  

138,543

  

232,380
 
 
 

52,325,734

  

82,497,669

  

168,271,716

  

152,570,286
 
 
 

 

 

 

281,790

  

47,934

  

1,106,880

  

228,948

36,716

  

199,385

  

73,172

  

63,753

11,011

  

2,978

  

23,445

  

2,222

7,635

  

1,446

  

11,761

  

8,401

29,395

  

10,605

  

18,496

  

--

--

  

--

  

--

  

--

2,038

  

4,055

  

5,103

  

2,466
 
 
 

368,585

  

266,403

  

1,238,857

  

305,790
 
 
 

 

 

 

52,347,299

  

80,875,752

  

167,081,882

  

152,264,677

2,289,721

  

3,642,376

  

--

  

--

(2,730,046)

  

(2,535,432)

  

(48,629)

  

--

50,175

  

248,570

  

(394)

  

(181)
 
 
 

$ 51,957,149

  

$ 82,231,266

  

$ 167,032,859

  

$ 152,264,496
 
 
 

$ 51,957,149

  

$ 82,231,266

  

$ 166,615,813(b)

  

$ 152,264,496
 
 
 

--

  

--

  

$ 417,046(c)

  

--
 
 
 

5,254,962

  

7,986,263

  

166,663,677(b)

  

152,264,686
 
 
 

--

  

--

  

418,205(c)

  

--
 
 
 

5,254,962

  

7,986,263

  

167,081,882

  

152,264,686
 
 
 

$ 9.89

  

$ 10.30

  

$ 1.00(b)

  

$ 1.00
 
 
 

$ --

  

$ --

  

$ 1.00(c)

  

$ --
 
 
 

$ 10.20****

  

$ 10.62****

  

$ 1.00(b)

  

$ 1.00
 
 
 

$ --

  

$ --

  

$ 1.00(c)

  

$ --
 
 
 

$ 9.89

  

$ 10.30

  

$ 1.00(b)

  

$ 1.00
 
 
 

$ --

  

$ --

  

$ 0.95(c)*****

  

$ --
 
 
 

$ 49,280,142

  

$ 78,081,737

  

$ 168,088,955

  

$ 152,329,906
 
 
 

Statements of Operations

Hibernia Funds

August 31, 2004

 

    

Capital
Appreciation Fund

     

Louisiana Municipal
Income Fund

     

Mid Cap
Equity Fund

Investment Income:

  

 

 

Dividends

  

$ 4,279,732(a)

  

$ 8,446(b)

  

$ 920,488

Interest

  

14,226

  

4,225,522

  

9,334
   
 
 

Total income

  

4,293,958

  

4,233,968

  

929,822
   
 
 

Expenses:

  

 

 

Investment adviser fee (Note 5)

  

1,935,752

  

385,181

  

530,979

Administrative personnel and services fee (Note 5)

  

301,873

  

100,084

  

82,839

Custodian fees (Note 5)

  

56,620

  

21,399

  

17,700

Transfer and dividend disbursing agent fees and expenses (Note 5)

  

91,841

  

51,651

  

76,263

Directors'/Trustees' fees

  

17,099

  

7,263

  

4,259

Auditing fees

  

22,880

  

15,888

  

14,872

Legal fees

  

12,242

  

12,398

  

12,130

Portfolio accounting fees (Note 5)

  

76,444

  

66,363

  

65,031

Distribution services fee (Note 5)

  

707,546(c)

  

234,522(d)

  

198,930(e)

Shareholder services fee (Note 5)

  

31,148(g)

  

10,266(g)

  

10,968(g)

Share registration costs

  

30,152

  

27,298

  

23,203

Printing and postage

  

18,488

  

6,182

  

6,727

Insurance premiums

  

14,523

  

9,261

  

8,655

Miscellaneous

  

4,835

  

5,206

  

7,394
   
 
 

Total expenses

  

3,321,443

  

952,962

  

1,059,950
   
 
 

Waivers (Note 5):

  

 

 

Waiver of investment adviser fee

  

--

  

(196,870)

  

--

Waiver of distribution services fee

  

--

  

(81,490)(h)

  

--
   
 
 

Total waivers

 

--

  

(278,360)

  

--
   
 
 

Net expenses

  

3,321,443

  

674,602

  

1,059,950
   
 
 

Net investment income (loss)

  

972,515

  

3,559,366

  

(130,128)
   
 
 

Realized and Unrealized Gain (Loss) on Investments:

  

 

 

Net realized gain (loss) on investments

  

8,945,443

  

157,576

  

5,009,487

Net change in unrealized appreciation/depreciation of investments

  

14,180,860

  

1,128,372

  

2,075,941
   
 
 

Net realized and unrealized gain (loss) on investments

  

23,126,303

  

1,285,948

  

7,085,428
   
 
 

Change in net assets resulting from operations

  

$ 24,098,818

  

$ 4,845,314

  

$ 6,955,300
   
 
 

(a) Net of foreign taxes withheld of $11,659.

(b) Received from affiliated issuer.

(c) Represents distribution services fee of $614,103 and $93,443, for Class A Shares and Class B Shares, respectively.

(d) Represents distribution services fee of $203,724 and $30,798, for Class A Shares and Class B Shares, respectively.

(e) Represents distribution services fee of $166,025 and $32,905, for Class A Shares and Class B Shares, respectively.

(f) Represents distribution services fee of $428,777 and $3,888 for Class A Shares and Class B Shares, respectively.

(g) Represents shareholder services fee for Class B Shares.

(h) Represents distribution services fee waiver for Class A Shares.

(i) Represents distribution services fee waiver of $257,266 and $3,888 for Class A Shares and Class B Shares, respectively.

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

Total Return
Bond Fund

     

U.S. Government
Income Fund

     

Cash
Reserve Fund

     

U.S. Treasury
Money Market Fund

 

 

 

$ --

  

$ --

  

$ --

  

$ --

2,637,993

  

3,856,077

  

1,897,316

  

1,689,798
 
 
 

2,637,993

  

3,856,077

  

1,897,316

  

1,689,798
 
 
 

 

 

 

362,720

  

392,970

  

688,116

  

676,112

60,620

  

102,106

  

201,139

  

197,390

15,154

  

21,832

  

39,406

  

38,806

46,740

  

32,581

  

114,679

  

58,247

3,974

  

7,534

  

18,283

  

17,203

14,347

  

16,044

  

21,559

  

22,297

12,558

  

12,558

  

14,203

  

13,949

50,700

  

43,205

  

61,363

  

47,828

129,543

  

218,317

  

432,665(f)

  

--

--

  

--

  

1,296(g)

  

--

16,524

  

16,993

  

27,543

  

15,228

3,836

  

4,466

  

10,810

  

16,995

8,228

  

9,339

  

13,674

  

13,665

7,667

  

6,794

  

5,767

  

1,511
 
 
 

732,611

  

884,739

  

1,650,503

  

1,119,231
 
 
 

 

 

 

(207,269)

  

(183,386)

  

(430,073)

  

--

--

  

(87,327)

  

(261,154)(i)

  

--
 
 
 

(207,269)

  

(270,713)

  

(691,227)

  

--
 
 
 

525,342

  

614,026

  

959,276

  

1,119,231
 
 
 

2,112,651

  

3,242,051

  

938,040

  

570,567
 
 
 

 

 

 

199,634

  

(90,843)

  

188

  

--

(439,021)

  

334,289

  

--

  

--
 
 
 

(239,387)

  

243,446

  

188

  

--
 
 
 

$ 1,873,264

  

$ 3,485,497

  

$ 938,228

  

$ 570,567
 
 
 

Statements of Changes in Net Assets

Hibernia Funds

August 31, 2004

 

Capital
Appreciation Fund

Louisiana Municipal
Income Fund

 

    

Year Ended
August 31,
2004

     

Year Ended
August 31,
2003

     

Year Ended
August 31,
2004

     

Year Ended
August 31,
2003

Increase (Decrease) in Net Assets:

  

 

 

 

Operations:

  

 

 

 

Net investment income (loss)

  

$ 972,515

  

$ 990,849

  

$ 3,559,366

  

$ 3,839,317

Net realized gain (loss) on investments

  

8,945,443

  

15,490,759

  

157,576

  

174,785

Net change in unrealized appreciation/depreciation on investments

  

14,180,860

  

2,302,262

  

1,128,372

  

(1,210,531)
   
 
 
 

Change in net assets resulting from operations

  

24,098,818

  

18,783,870

  

4,845,314

  

2,803,571
   
 
 
 

Distributions to Shareholders:

  

 

 

 

Distributions from net investment income

  

(1,004,129)(a)

  

(881,464)(a)

  

(3,510,149)(c)

  

(3,827,363)(e)

Distributions from net realized gain on investments

  

(15,667,151)(b)

  

--

  

(211,682)(d)

  

(540,234)(f)
   
 
 
 

Change in net assets from distributions to shareholders

  

(16,671,280)

  

(881,464)

  

(3,721,831)

  

(4,367,597)
   
 
 
 

Share Transactions:

  

 

 

 

Proceeds from sale of shares

  

23,450,979

  

35,894,157

  

5,743,016

  

13,888,866

Net asset value of shares issued to shareholders in payment of distributions declared

  

13,081,716

  

326,238

  

1,452,869

  

1,793,212

Cost of shares redeemed

  

(38,878,745)

  

(36,945,664)

  

(12,057,422)

  

(15,708,137)
   
 
 
 

Change in net assets from share transactions

  

(2,346,050)

  

(725,269)

  

(4,861,537)

  

(26,059)
   
 
 
 

Change in net assets

  

5,081,488

  

17,177,137

  

(3,738,054)

  

(1,590,085)

Net Assets:

  

 

 

 

Beginning of period

  

246,770,563

  

229,593,426

  

85,595,244

  

87,185,329
   
 
 
 

End of period

  

$ 251,852,051

  

$246,770,563

  

$ 81,857,190

  

$ 85,595,244
   
 
 
 

Undistributed (distributions in excess of) net investment income included in net assets at end of period

  

$ 333,043

  

$ 364,657

  

$ 24,112

  

$ (31,365)
   
 
 
 

(a) Represents income distributions for Class A Shares.

(b) Represents gain distributions of $14,881,321 and $785,830 for Class A Shares and Class B Shares, respectively.

(c) Represents income distributions of $3,374,188 and $135,961 for Class A Shares and Class B Shares, respectively.

(d) Represents gain distributions of $201,401 and $10,281 for Class A Shares and Class B Shares, respectively.

(e) Represents income distributions of $3,696,273 and $131,090 for Class A Shares and Class B Shares, respectively.

(f) Represents gain distributions of $520,530 and $19,704 for Class A Shares and Class B Shares, respectively.

(g) Represents gain distributions of $314,775 and $21,087 for Class A Shares and Class B Shares, respectively.

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

Mid Cap
Equity Fund

Total Return
Bond Fund

U.S. Government
Income Fund

Year Ended
August 31,
2004

     

Year Ended
August 31,
2003

     

Year Ended
August 31,
2004

     

Year Ended
August 31,
2003

     

Year Ended
August 31,
2004

     

Year Ended
August 31,
2003

 

 

 

 

 

 

 

 

 

 

$ (130,128)

  

$ (271,388)

  

$ 2,112,651

  

$ 2,104,931

  

$ 3,242,051

  

$ 3,558,065

5,009,487

  

528,822

  

199,634

  

91,618

  

(90,843)

  

264,479

2,075,941

  

7,078,054

  

(439,021)

  

(614,776)

  

334,289

  

(1,282,435)
 
 
 
 
 

6,955,300

  

7,335,488

  

1,873,264

  

1,581,773

  

3,485,497

  

2,540,109
 
 
 
 
 

 

 

 

 

 

--

  

--

  

(2,352,147)

  

(2,404,027)

  

(3,483,285)

  

(4,153,568)

(335,862)(g)

  

--

  

--

  

--

  

--

  

--
 
 
 
 
 

(335,862)

  

--

  

(2,352,147)

  

(2,404,027)

  

(3,483,285)

  

(4,153,568)
 
 
 
 
 

 

 

 

 

 

25,871,292

  

16,958,084

  

10,422,642

  

7,285,506

  

9,788,237

  

16,253,444

319,175

  

--

  

1,991,623

  

2,089,993

  

1,076,052

  

1,324,332

(17,235,363)

  

(6,759,403)

  

(8,541,313)

  

(7,417,882)

  

(18,208,485)

  

(11,484,124)
 
 
 
 
 

8,955,104

  

10,198,681

  

3,872,952

  

1,957,617

  

(7,344,196)

  

6,093,652
 
 
 
 
 

15,574,542

  

17,534,169

  

3,394,069

  

1,135,363

  

(7,341,984)

  

4,480,193

 

 

 

 

 

63,529,214

  

45,995,045

  

48,563,080

  

47,427,717

  

89,573,250

  

85,093,057
 
 
 
 
 

$ 79,103,756

  

$ 63,529,214

  

$ 51,957,149

  

$ 48,563,080

  

$ 82,231,266

  

$ 89,573,250
 
 
 
 
 

$ --

  

$ --

  

$ 50,175

  

$ 16,343

  

$ 248,570

  

$ 36,446
 
 
 
 
 

Statements of Changes in Net Assets (continued)

Hibernia Funds

August 31, 2004

 

Cash Reserve
Fund

U.S. Treasury
Money Market Fund

 

    

Year Ended
August 31,
2004

     

Year Ended
August 31,
2003

    

Year Ended
August 31,
2004

     

Year Ended
August 31,
2003

Increase (Decrease) in Net Assets

  

 

 

 

Operations:

  

 

 

 

Net investment income

 

$ 938,040

  

$ 1,657,843

  

$ 570,567

  

$ 1,173,528

Net realized gain (loss) on investments

  

188

  

(3,311)

  

---

  

---
   
 
 
 

Change in net assets resulting from operations

  

938,228

  

1,654,532

  

570,567

  

1,173,528
   
 
 
 

Distributions to Shareholders:

  

 

 

 

Distributions from net investment income

  

(938,533)(a)

  

(1,663,528)(b)

  

(570,153)

  

(1,173,759)
   
 
 
 

Share Transactions:

  

 

 

 

Proceeds from sale of shares

  

287,135,245

  

327,590,041

  

1,909,988,046

  

720,769,448

Net asset value of shares issued to shareholders in payment of distributions declared

  

370,059

  

599,918

  

134,843

  

306,250

Cost of shares redeemed

  

(303,724,419)

  

(357,943,914)

  

(1,979,193,244)

  

(693,275,644)
   
 
 
 

Change in net assets from share transactions

  

(16,219,115)

  

(29,753,955)

  

(69,070,355)

  

27,800,054
   
 
 
 

Change in net assets

  

(16,219,420)

  

(29,762,951)

  

(69,069,941)

  

27,799,823

Net Assets:

  

 

 

 

Beginning of period

  

183,252,279

  

213,015,230

  

221,334,437

  

193,534,614
   
 
 
 

End of period

  

$167,032,859

  

$ 183,252,279

  

$ 152,264,496

  

$ 221,334,437
   
 
 
 

Undistributed (distributions in excess of) net investment income included in net assets at end of period

  

$ (394)

  

$ 99

  

$ (181)

  

$ (595)
   
 
 
 

(a) Represents income distributions of $936,513 and $2,020 for Class A Shares and Class B Shares, respectively.

(b) Represents income distributions of $1,659,423 and $4,105 for Class A Shares and Class B Shares, respectively.

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

Combined Notes to Financial Statements

Hibernia Funds
August 31, 2004

(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. Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap Equity Fund and Cash Reserve Fund offer two classes of shares: Class A Shares and Class B Shares.

(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") in the United States of America.

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 or official closing price reported on a national securities exchange. If unavailable, the security is generally valued at the mean between the last closing bid and asked prices. 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 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 accordance with procedures established by and under general supervision of the Board of Trustees (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/ealers, which are deemed by the Funds' adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Trustees. The Funds, along with other affiliated investment companies, 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. 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. Investment income, realized and unrealized gains and losses, and certain fund-level expenses are allocated to each class based on relative average daily net assets, except that each class bears certain expenses unique to that class such as distribution and service fees. 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.

Premium and Discount Amortization/Paydown Gains and Losses--All premiums and discounts are amortized/accreted for financial statement purposes. Gains and losses realized on principal payment of mortgage-backed securities (paydown gains and losses) are classified as part of investment income.

Federal Taxes--It is the Funds' policy to comply with the Subchapter M provision of the Internal Revenue Code (the "Code") and to distribute to shareholders each year substantially all of their income. Accordingly, no provision for federal tax is necessary.

Withholding taxes on foreign interest, dividends and capital gains has been provided for in accordance with the applicable country's rules and rates.

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.

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. Realized gains and losses from investment transactions are recorded on an identified cost basis.

(3) SHARES OF BENEFICIAL INTEREST

The following tables summarize share activity:

EQUITY AND INCOME FUNDS

 

Capital Appreciation Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class A Shares

     

Shares

     

Dollars

  

Shares

     

Dollars

Shares sold

  

1,228,494

  

$ 22,586,640

     

2,107,437

  

$ 34,764,538

Shares issued to shareholders in payment of distributions declared

  

701,667

  

12,314,274

  

20,213

  

326,238

Shares redeemed

  

(2,012,927)

  

(37,066,876)

  

(2,139,768)

  

(35,022,703)
   
 
 
 

Net change resulting from Class A
Share transactions

  

(82,766)

  

$ (2,165,962)

  

(12,118)

  

$ 68,073
   
 
 
 

 

Capital Appreciation Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class B Shares

     

Shares

     

Dollars

     

Shares

     

Dollars

Shares sold

  

49,264

  

$ 864,339

  

71,932

  

$ 1,129,619

Shares issued to shareholders in payment of distributions declared

  

45,927

  

767,442

  

--

  

--

Shares redeemed

  

(102,803)

  

(1,811,869)

  

(123,930)

  

(1,922,961)
   
 
 
 

Net change resulting from Class B
Share transactions

  

(7,612)

  

$ (180,088)

  

(51,998)

  

$ (793,342)
   
 
 
 

Net change resulting from Fund
Share transactions

  

(90,378)

  

$ (2,346,050)

  

(64,116)

  

$ (725,269)
   
 
 
 

 

Louisiana Municipal Income Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class A Shares

     

Shares

     

Dollars

    

Shares

     

Dollars

Shares sold

  

472,447

  

$ 5,372,221

  

1,030,960

  

$ 11,871,838

Shares issued to shareholders in payment of distributions declared

  

119,837

  

1,361,079

  

148,357

  

1,689,721

Shares redeemed

  

(969,932)

  

(10,986,254)

  

(1,309,069)

  

(14,962,703)
   
 
 
 

Net change resulting from Class A
Share transactions

  

(377,648)

  

$ (4,252,954)

  

(129,752)

  

$ (1,401,144)
   
 
 
 

 

Louisiana Municipal Income Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class B Shares

  

Shares

  

Dollars

  

Shares

  

Dollars

Shares sold

     

32,536

     

$ 370,795

     

176,584

     

$ 2,017,028

Shares issued to shareholders in payment of distributions declared

  

8,078

  

91,790

  

9,079

  

103,491

Shares redeemed

  

(94,863)

  

(1,071,168)

  

(65,233)

  

(745,434)
   
 
 
 

Net change resulting from Class B
Share transactions

  

(54,249)

  

$ (608,583)

  

120,430

  

$ 1,375,085
   
 
 
 

Net change resulting from Fund
Share transactions

  

(431,897)

  

$ (4,861,537)

  

(9,322)

  

$ (26,059)
   
 
 
 

 

Mid Cap Equity Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class A Shares

     

Shares

     

Dollars

     

Shares

     

Dollars

Shares sold

  

1,713,132

  

$ 25,142,095

  

1,438,616

  

$ 16,335,457

Shares issued to shareholders in payment of distributions declared

  

22,026

  

300,002

  

--

  

--

Shares redeemed

  

(1,161,466)

  

(16,640,166)

  

(528,498)

  

(6,090,301)
   
 
 
 

Net change resulting from Class A
Share transactions

  

573,692

  

$ 8,801,931

  

910,118

  

$ 10,245,156
   
 
 
 

 

Mid Cap Equity Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class B Shares

     

Shares

     

Dollars

     

Shares

     

Dollars

Shares sold

  

51,655

  

$ 729,197

  

56,823

  

$ 622,627

Shares issued to shareholders in payment of distributions declared

  

1,464

  

19,173

  

--

  

--

Shares redeemed

  

(43,905)

  

(595,197)

  

(62,151)

  

(669,102)
   
 
 
 

Net change resulting from Class B
Share transactions

  

9,214

  

$ (153,173)

  

(5,328)

  

$ (46,475)
   
 
 
 

Net change resulting from Fund
Share transactions

  

582,906

  

$ 8,955,104

  

904,790

  

$ 10,198,681
   
 
 
 

 

Total Return Bond Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

 

    

Shares

     

Dollars

     

Shares

     

Dollars

Shares sold

  

1,051,018

  

$ 10,422,642

  

716,373

  

$ 7,285,506

Shares issued to shareholders in payment of distributions declared

  

200,348

  

1,991,623

  

205,542

  

2,089,993

Shares redeemed

  

(863,084)

  

(8,541,313)

  

(727,008)

  

(7,417,882)
   
 
 
 

Net change resulting from Fund
Share transactions

  

388,282

  

$ 3,872,952

  

194,907

 

$ 1,957,617
   
 
 
 

 

U.S. Government Income Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

 

   

Shares

     

Dollars

     

Shares

     

Dollars

Shares sold

  

950,641

  

$ 9,788,237

  

1,544,848

  

$ 16,253,444

Shares issued to shareholders in payment of distributions declared

  

104,299

  

1,076,052

  

126,328

  

1,324,332

Shares redeemed

  

(1,765,729)

  

(18,208,485)

  

(1,092,294)

  

(11,484,124)
   
 
 
 

Net change resulting from Fund
Share transactions

  

(710,789)

  

$ (7,344,196)

  

578,882

  

$ 6,093,652
   
 
 
 

MONEY MARKET FUNDS

 

Cash Reserve Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class A Shares

  

Shares

  

Dollars

  

Shares

  

Dollars

Shares sold

     

287,007,608

     

$ 287,007,608

     

327,318,475

     

$ 327,318,475

Shares issued to shareholders in payment of distributions declared

  

368,094

  

368,094

  

595,940

  

595,940

Shares redeemed

  

(303,334,896)

  

(303,334,896)

  

(357,650,686)

  

(357,650,686)
   
 
 
 

Net change resulting from Class A
Share transactions

  

(15,959,194)

  

$ (15,959,194)

  

(29,736,271)

  

$ (29,736,271)
   
 
 
 

 

Cash Reserve Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

Class B Shares

     

Shares

     

Dollars

     

Shares

     

Dollars

Shares sold

  

127,637

  

$ 127,637

  

271,566

  

$ 271,566

Shares issued to shareholders in payment of distributions declared

  

1,965

  

1,965

  

3,978

  

3,978

Shares redeemed

  

(389,523)

  

(389,523)

  

(293,228)

  

(293,228)
   
 
 
 

Net change resulting from Class B
Share transactions

 

(259,921)

  

$ (259,921)

  

(17,684)

  

$ (17,684)
   
 
 
 

Net change resulting from Fund
Share transactions

  

(16,219,115)

  

$ (16,219,115)

  

(29,753,955)

  

$ (29,753,955)
   
 
 
 

 

U.S. Treasury Money Market Fund

 

Year Ended
August 31, 2004

Year Ended
August 31, 2003

 

    

Shares

     

Dollars

     

Shares

     

Dollars

Shares sold

  

1,909,988,046

  

$ 1,909,988,046

  

720,769,448

  

$ 720,769,448

Shares issued to shareholders in payment of distributions declared

  

134,843

  

134,843

  

306,250

  

306,250

Shares redeemed

  

(1,979,193,244)

  

(1,979,193,244)

  

(693,275,644)

  

(693,275,644)
   
 
 
 

Net change resulting from Fund
Share transactions

  

(69,070,355)

  

$ (69,070,355)

  

27,800,054

  

$ 27,800,054
   
 
 
 

(4) FEDERAL TAX INFORMATION

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in part to differing treatments for dividend redesignations, net operating losses, expiration of capital loss carryforwards, and discount accretion/premium amortization on debt securities.

For the year ended August 31, 2004, permanent differences identified and reclassified among the components of net assets were
as follows:

Fund

     

Paid-In
Capital

     

Undistributed
Net Investment
Income (Loss)

     

Accumulated
Net Realized
Gains (Losses)

Louisiana Municipal Income Fund

  

$ --

  

$ 6,260

  

$ (6,260)

Mid Cap Equity Fund

  

(130,128)

  

130,128

  

--

Total Return Bond Fund

  

--

  

273,328

  

(273,328)

U.S. Government Income Fund

  

(1,298,006)

  

453,358

  

844,648

Net investment income, net realized gains (losses), and net assets were not affected by this reclassification.

The tax character of distributions as reported on the Statements of Changes in Net Assets for the years ended August 31, 2004 and 2003 were as follows:

 

2004

2003

Fund

     

Tax-Exempt
Income

    

Ordinary
Income*

     

Long-Term
Capital Gains

     

Tax-Exempt
Income

     

Ordinary
Income*

     

Long-Term
Capital Gains

Capital Appreciation Fund

  

$ --

  

$ 1,349,529

  

$ 15,321,751

  

$ --

  

$ 881,464

  

$ --

Louisiana Municipal Income Fund

  

3,509,984

  

165

  

211,682

  

3,827,233

  

265

  

540,099

Mid Cap Equity Fund

  

--

  

--

  

335,862

  

--

  

--

  

--

Total Return Bond Fund

  

--

  

2,352,147

  

--

  

--

  

2,404,027

  

--

U.S. Government Income Fund

  

--

  

3,483,285

  

--

  

--

  

4,153,568

  

--

Cash Reserve Fund

  

--

  

938,533

  

--

  

--

  

1,663,528

  

--

U.S. Treasury Money Market Fund

  

--

  

570,153

  

--

  

--

  

1,173,759

  

--

* For tax purposes short-term capital gain distributions are considered ordinary income.

As of August 31, 2004, the components of distributable earnings on a tax basis were as follows:

Fund

     

Undistributed
Tax-Exempt
Income

     

Undistributed
Ordinary
Income

     

Undistributed
Long-Term
Capital Gain

    

Net
Unrealized
Appreciation

     

Capital Loss
Carryforward

Capital Appreciation Fund

  

$ --

  

$ 333,043

  

$ 7,814,892

  

$ 74,184,475

  

$ --

Louisiana Municipal Income Fund

  

294,589

  

461

  

103,889

  

5,569,538

  

--

Mid Cap Equity Fund

  

--

  

--

  

4,193,763

  

9,609,322

  

--

Total Return Bond Fund

  

--

  

238,392

  

--

  

1,738,648

  

2,178,973

U.S. Government Income Fund

  

--

  

537,375

  

--

  

2,890,913

  

1,436,394

Cash Reserve Fund

  

--

  

72,778

  

--

  

--

  

48,629

U.S. Treasury Money Market Fund

  

--

  

63,572

  

--

  

--

  

--

For federal income tax purposes, the following amounts apply as of August 31, 2004:

Fund

     

Cost of
Investments

     

Unrealized
Appreciation

     

Unrealized
Depreciation

     

Net Unrealized
Appreciation
(Depreciation)

Capital Appreciation Fund

  

$ 177,176,354

  

$ 77,831,193

  

$ (3,646,718)

  

$ 74,184,475

Louisiana Municipal Income Fund

  

75,350,562

  

5,575,724

  

(6,186)

  

5,569,538

Mid Cap Equity Fund

  

69,449,876

  

12,199,255

  

(2,589,933)

  

9,609,322

Total Return Bond Fund

  

49,831,215

  

2,220,891

  

(482,243)

  

1,738,648

U.S. Government Income Fund

  

78,833,200

  

3,293,658

  

(402,745)

  

2,890,913

Cash Reserve Fund

  

168,088,955

  

--

  

--

  

--

U.S. Treasury Money Market Fund

  

152,329,906

  

--

  

--

  

--

* At amortized cost.

The difference between book-basis and tax-basis unrealized appreciation/depreciation is due in part to differing treatments for tax deferral of losses on wash sales and accretion/premium amortization of debt securities.

At August 31, 2004, Total Return Bond Fund, U.S. Government Income Fund and Cash Reserve Fund had capital loss carryforwards, as noted below, which will reduce the Fund's 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 Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforwards will expire as follows:

 

Expiration Year

  

 

Fund

     

2005

     

2008

     

2009

    

2010

     

2011

     

2012

     

Total

Total Return Bond Fund

  

$ --

  

$ --

  

$ 100,003

  

$ 152,412

  

$ 1,926,558

  

$ --

  

$ 2,178,973

U.S. Government Income Fund

  

553,828

  

77,409

  

402,687

  

99,291

  

122,693

  

180,486

  

1,436,394

Cash Reserve Fund

  

--

  

--

  

--

  

931

  

44,663

  

3,035

  

48,629

Under current tax regulations, capital losses realized after October 31 may be deferred and treated as occurring on the first day of the following fiscal year. As of August 31, 2004, for federal income tax purposes, the U.S. Government Income Fund had post October losses of $347,576 which were deferred to September 1, 2004.

(5) INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES

Investment Adviser Fee--Hibernia Asset Management, a separately identifiable division of 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 daily net assets of the Trust for the reporting period. FAS may voluntarily choose to waive any portion of its fee. FAS can modify or terminate this voluntary waiver at any time at its sole discretion.

Maximum
Administrative Fee

     

Average Aggregate Daily Net Assets of
the Hibernia Funds

0.150%

  

on the first $250 million

0.125%

  

on the next $250 million

0.100%

  

on the next $250 million

0.075%

  

on assets in excess of $750 million

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 Edgewood Services, Inc. ("Edgewood"), 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 Edgewood. Class B Shares of the Capital Appreciation Fund, Louisiana Municipal Income Fund, Mid Cap Equity Fund and Cash Reserve Fund may incur distribution expenses of up to 0.75% of average daily net assets of the Class B Shares, annually, to reimburse Edgewood. Edgewood may voluntarily choose to waive any portion of its fee. Edgewood can modify or terminate this voluntary waiver at any time at its sole discretion. For the year ended August 31, 2004, the U.S. Treasury Money Market Fund did not incur distribution services fees.

Sales Charges--For the year ended August 31, 2004, Edgewood did not retain sales charges from the sale of Class A shares.

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

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. 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.

Transfer and Dividend Disbursing Agent Fees and Expenses--Prior to July 1, 2004, Federated Services Company ("FServ"), through its subsidiary, FSSC served as transfer and dividend disbursing agent for the Funds. The fee paid to FSSC was based on the size, type and number of accounts and transactions made by shareholders. The fee paid to FSSC during the reporting period, after voluntary waiver, if applicable, was as follows:

Fund

     

FSSC

Capital Appreciation Fund

  

$ 75,123

Louisiana Municipal Income Fund

  

$ 43,717

Mid Cap Equity Fund

  

$ 61,141

Total Return Bond Fund

  

$ 38,428

U.S. Government Income Fund

  

$ 27,812

Cash Reserve Fund

  

$ 91,465

U.S. Treasury Money Market Fund

  

$ 49,061

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

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 which are distributed by an affiliate of Edgewood, the Funds' distributor. Income distributions earned by the Fund are recorded as income in the accompanying financial statements as follows:

Fund

     

Affiliated
Fund Name

     

Income from
Affiliated Issuer

Louisiana Municipal Income Fund

  

Tax-Free Obligations Fund

  

$8,446

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

(6) INVESTMENT TRANSACTIONS

Purchases and sales of investments, excluding long-term U.S. government securities and short-term obligations (and in-kind contributions), for the year ended August 31, 2004 were as follows:

Fund

     

Purchases

     

Sales

Capital Appreciation Fund

  

$ 56,742,239

  

$ 71,204,834

Louisiana Municipal Income Fund

  

9,024,819

  

13,308,834

Mid Cap Equity Fund

  

47,694,484

  

35,713,596

Total Return Bond Fund

  

2,556,969

  

8,026,119

U.S. Government Income Fund

  

1,027,869

  

13,374,425

(7) 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 tax-exempt mutual fund that invests nationally. In order to reduce the credit risk associated with such factors, at August 31, 2004, 80.5% 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 largest percentage of investments insured by or supported (backed) by a letter of credit from any one institution or agency was 24.6% of total investments.

(8) FEDERAL TAX INFORMATION (UNAUDITED)

For the year ended August 31, 2004, the amount of long-term capital gain designated by the Funds was as follows:

Fund Name

  

 

Capital Appreciation Fund

     

$ 15,321,751

Louisiana Municipal Income Fund

  

$ 211,682

Mid Cap Equity Fund

  

$ 335,862

Of the ordinary income (including short-term capital gain) distributions made by the Funds during the year ended August 31, 2004, the following percentages qualify for the dividend received deduction available to corporate shareholders:

Fund Name

     

 

Capital Appreciation Fund

  

94.33%

For the fiscal year ended August 31, 2004, the following percentages of total ordinary dividends paid by the Funds are qualifying dividends which may be subject to a maximum tax rate of 15% as provided for by the Jobs and Growth Tax Relief Act of 2003. Complete information is reported in conjunction with the reporting of your distributions on Form 1099-DIV. The percentages were as follows:

Fund Name

     

 

Capital Appreciation Fund

  

100.00%

At August 31, 2004, the following percentages present the portion of distributions from net investment income which are exempt from federal income tax, other than alternative minimum tax:

Fund Name

     

 

Louisiana Municipal Income Fund

  

100.00%

Report of Ernst & Young LLP, Independent Registered Public Accountants

To the Shareholders and Board of Trustees 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, 2004, 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 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. 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 August 31, 2004, 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 at August 31, 2004, 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 the financial highlights for each of the periods indicated therein, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

Boston, Massachusetts
October 8, 2004

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 Officer is elected annually. Unless otherwise noted, each Board member oversees all portfolios in the Hibernia Fund Complex and serves for an indefinite term. The Funds' Statement of Additional Information includes additional information about the Funds Trustees and is available, without charge and upon request, by calling 1-800-999-0426.

INTERESTED TRUSTEES BACKGROUND

Name
Birth Date
Address
Positions Held with Trust
Length of Time Served

    

Principal Occupation(s) for Past Five Years, Other Directorships Held and Previous Position(s)

Edward C. Gonzales*
Birth Date: October 22, 1930
1001 Liberty Avenue
Pittsburgh, PA
TRUSTEE
Began Serving: September 1991

  

Principal Occupation: Employee, Federated Investors, Inc.

Previous Positions: President, Executive Vice President and Treasurer of some of the Funds in the
Federated Investors Fund Complex; Vice Chairman, Federated Investors, Inc.; Trustee, Federated
Administrative Services; Trustee or Director of some of the Funds in the Federated Fund Complex; CEO and
Chairman, Federated Administrative Services.

* Mr. Gonzales is deemed an interested Trustee due to the positions that he holds with Federated Investors, Inc., the parent company of the Funds' distributor.

INDEPENDENT TRUSTEES BACKGROUND

Name
Birth Date
Address
Positions Held with Trust
Length of Time Served

     

Principal Occupation(s) for Past Five Years, Other Directorships Held and Previous Position(s)

Arthur Rhew Dooley, Jr.
Birth Date: December 17, 1942
4047 Broadway
San Antonio, TX
TRUSTEE
Began Serving: July 1999

  

Principal Occupation: Chairman, Dooley Tackaberry, Inc. (distributors and fabricators of fire
protection and safety equipment), 1967 to Present; Registered Professional Engineer.

Other Directorships Held: Director, Loop Cold Storage Company; UTM.D. Anderson Cancer Center Board of Visitors.

Teri G. Fontenot
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, Baton Rouge, LA.

Other Directorships Held: Immediate Past Chair of Louisiana Hospital Association; Federal Reserve
Bank of Atlanta Board Director; Committee of 100; Chair of Hospital Billing and Collection Services Board;
Louisiana Perinatal Commission; National Institutes of Health Advisory Committee on Research on Women's Health;
Louisiana State University System Research & Technology Foundation Board and Executive Committee.

Board of Trustees and Trust Officers

INDEPENDENT TRUSTEES BACKGROUND (CONT.)

Name
Birth Date
Address
Positions Held with Trust
Length of Time Served

    

Principal Occupation(s) for Past Five Years, Other Directorships Held and Previous Position(s)

Joe N. Averett, Jr.
Birth Date: February 4, 1943
11000 Seville Quarters
Shreveport, LA
TRUSTEE
Began Serving: June 2001

  

Principal Occupation: Retired.
Previous Position: President of Crystal Gas Storage, Inc., a wholly owned subsidiary of El Paso
Corporation (NYSE:EP).

Other Directorships Held: Sci-Port Discovery Center, Immediate Past Chair and Current Director;
Sci-Port Foundation, Director; Community Foundation of Shreveport-Bossier, Director; Committee of 100, Director;
Louisiana State University in Shreveport Foundation, Past President and Current Director; Petroleaum Club of Shreveport,
Past President and Director; Caddo Public Education Foundation, Past Chairman and Director; Red River Radio
Network (affiliate of National Public Radio), Past Director; First United Methodist Church of Shreveport Past
Member of Administrative Board and Finance Committee.

Ernest E. Howard, III
Birth Date: March 26, 1943
P.O. Box 55748
Metairie, LA
TRUSTEE
Began Serving: March 2003

  

Principal Occupation: Retired.

Previous Positions: President and Chief Executive Officer of FM Properties, predecessor to
Stratus Properties, Inc. (NASDAQ: STRS) and Senior Vice President of Freeport-McMoRan Inc.
and Freeport-McMoRan Copper & Gold Inc. (NYSE: FCX).

OFFICERS

Name
Birth Date
Address
Positions Held with Trust

     

Principal Occupation(s) for Past Five Years and Previous Position(s)

Charles L. Davis, Jr.
Birth Date: March 23, 1960
1001 Liberty Avenue
Pittsburgh, PA
PRESIDENT AND ASSISTANT SECRETARY
Began Serving: December 2003

  

Principal Occupations: Vice President, Managing Director of Mutual Fund
Services, Federated Services Company; and President, Edgewood Services, Inc.

Previous Positions: President, Federated Clearing Services and Director; Business
Development, Mutual Fund Services, Federated Services Company.

Donald P. Lee
Birth Date: December 6, 1959
Private Client Group Risk Management
313 Carondelet Street
New Orleans, LA
CHIEF COMPLIANCE OFFICER
Began Serving: June 2004

  

Principal Occupation: Director, Private Client Group Risk Management, Hibernia National Bank.

Previous Positions: Corporate Counsel, Hibernia National Bank 2002 - 2003; General Counsel and
Corporate Secretary, IBERIA BANK 1997 - 2001.

Richard J. Thomas
Birth Date: June 17, 1954
1001 Liberty Avenue
Pittsburgh, PA
TREASURER
Began Serving: September 2002

  

Principal Occupations: Principal Financial Officer and Treasurer of the Federated Investors Fund
Complex and Senior Vice President, Federated Administrative Services.

Previous Positions: Vice President, Federated Administrative Services; held various management
positions within Funds Financial Services Division of Federated Investors, Inc.

Timothy S. Johnson
Birth Date: July 31, 1961
435 Sixth Avenue
Pittsburgh, PA
SECRETARY
Began Serving: September 2001

  

Principal Occupation: Counsel, Reed Smith LLP.

Previous Positions: 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., Assistant Secretary of the Trust December 1997 - December 2001.

Mutual funds are not bank deposits, or obligations, are not guaranteed by any bank, and are not insured or guaranteed by the U.S. government, the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other government agency. Investment in mutual funds involves investment risk, including the possible loss of principal. 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 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.

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.

VOTING PROXIES ON FUND PORTFOLIO SECURITIES

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to securities held in the Fund's portfolio is available, without change and upon request, by calling 1-800-562-9007 Ext. 3-3326. A report of how the Funds voted any such proxies during the most recent 12-month period ended June 30 is available through the Hibernia Funds website. Go to http://www.Hiberniafunds.com; select Proxy Voting Record; then select a Fund. This report on "Form N-PX" is also available from the EDGAR database on the SEC's Internet site at http://www.sec.gov.

QUARTERLY PORTFOLIO SCHEDULE

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on "Form N-Q." These filings are available on the SEC's website at http://www.sec.gov; and may be reviewed and copied at the SEC's Public Reference Room in Washington, DC. (Call 1-800-SEC-0330 for information on the operation of the Public Reference Room).

Edgewood Services, Inc., Distributor of the Funds

G01262-01 (10/04)

 

 

Item 2.     Code of Ethics

(a) As of the end of the period covered by this report, the registrant has
adopted a code of ethics (the "Section 406 Standards for Investment Companies
- Ethical Standards for Principal Executive and Financial Officers") that
applies to the registrant's Principal Executive Officer and Principal
Financial Officer; the registrant's Principal Financial Officer also serves
as the Principal Accounting Officer.

(c) Not Applicable

(d) Not Applicable

(e) Not Applicable

(f)(3) The registrant hereby undertakes to provide any person, without charge,
upon request, a copy of the code of ethics.  To request a copy of the code of
ethics, contact the registrant at 1-800-999-0426, and ask for a copy of the
Section 406 Standards for Investment Companies - Ethical Standards for
Principal Executive and Financial Officers.


Item 3.     Audit Committee Financial Expert

The registrant's Board has determined that each member of the Board's Audit
Committee is an "audit committee financial expert," and that each such member
is "independent," for purposes of this Item.  The Audit Committee consists of
the following Board members:  Joe N. Averett, Jr., Arthur Rhew Dooley, Jr.,
Teri G. Fontenot, and Ernest E. Howard III.


Item 4.     Principal Accountant Fees and Services

            (a)   Audit Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2004 - $132,000

                  Fiscal year ended 2003 - $126,000



(b)         Audit-Related Fees billed to the registrant for the two most
recent fiscal years:

                  Fiscal year ended 2004 - $0

                  Fiscal year ended 2003 - $0

      Amount requiring approval of the registrant's audit committee pursuant
      to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0
      respectively.



(c)          Tax Fees billed to the registrant for the two most recent fiscal
years:

                  Fiscal year ended 2004 - $0

                  Fiscal year ended 2003 - $0

      Amount requiring approval of the registrant's audit committee pursuant
      to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0
      respectively.



(d)         All Other Fees billed to the registrant for the two most recent
fiscal years:

                  Fiscal year ended 2004 - $0

                  Fiscal year ended 2003 - $0

      Amount requiring approval of the registrant's audit committee pursuant
      to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X, $0 and $0
      respectively.



(e)(1)      Audit Committee Policies regarding Pre-approval of Services.

            The Audit Committee is required to pre-approve audit and
non-audit services performed by the independent auditor in order to assure
that the provision of such services do not impair the auditor's
independence.  Unless a type of service to be provided by the independent
auditor has received general pre-approval, it will require specific
pre-approval by the Audit Committee.  Any proposed services exceeding
pre-approved cost levels will require specific pre-approval by the Audit
Committee.

            Certain services have the general pre-approval of the Audit
Committee.  The term of the general pre-approval is 12 months from the date
of pre-approval, unless the Audit Committee specifically provides for a
different period.  The Audit Committee will annually review the services that
may be provided by the independent auditor without obtaining specific
pre-approval from the Audit Committee and may grant general pre-approval for
such services.  The Audit Committee will revise the list of general
pre-approved services from time to time, based on subsequent determinations.
The Audit Committee will not delegate its responsibilities to pre-approve
services performed by the independent auditor to management.

            The Audit Committee has delegated pre-approval authority to its
Chairman.  The Chairman will report any pre-approval decisions to the Audit
Committee at its next scheduled meeting.  The Committee will designate
another member with such pre-approval authority when the Chairman is
unavailable.



AUDIT SERVICES

      The annual Audit services engagement terms and fees will be subject to
the specific pre-approval of the Audit Committee.  The Audit Committee must
approve any changes in terms, conditions and fees resulting from changes in
audit scope, registered investment company (RIC) structure or other matters.

      In addition to the annual Audit services engagement specifically
approved by the Audit Committee, the Audit Committee may grant general
pre-approval for other Audit Services, which are those services that only the
independent auditor reasonably can provide.  The Audit Committee has
pre-approved certain Audit services, all other Audit services must be
specifically pre-approved by the Audit Committee.


AUDIT-RELATED SERVICES

      Audit-related services are assurance and related services that are
reasonably related to the performance of the audit or review of the Company's
financial statements or that are traditionally performed by the independent
auditor.  The Audit Committee believes that the provision of Audit-related
services does not impair the independence of the auditor, and has
pre-approved certain Audit-related services, all other Audit-related services
must be specifically pre-approved by the Audit Committee.



TAX SERVICES

      The Audit Committee believes that the independent auditor can provide
Tax services to the Company such as tax compliance, tax planning and tax
advice without impairing the auditor's independence.  However, the Audit
Committee will not permit the retention of the independent auditor in
connection with a transaction initially recommended by the independent
auditor, the purpose of which may be tax avoidance and the tax treatment of
which may not be supported in the Internal Revenue Code and related
regulations.  The Audit Committee has pre-approved certain Tax services, all
Tax services involving large and complex transactions must be specifically
pre-approved by the Audit Committee.



ALL OTHER SERVICES

      With respect to the provision of services other than audit, review or
attest services the pre-approval requirement is waived if:



(1)  The aggregate amount of all such services provided constitutes no more than
     five percent of the total amount of revenues  paid by the  registrant,  the
     registrant's adviser (not including any sub-adviser whose role is primarily
     portfolio  management  and is  subcontracted  with or  overseen  by another
     investment  adviser),  and any entity controlling,  controlled by, or under
     common control with the investment  adviser that provides  ongoing services
     to the  registrant  to its  accountant  during the fiscal year in which the
     services are provided;

(2)  Such  services  were not  recognized by the  registrant,  the  registrant's
     adviser (not including any  sub-adviser  whose role is primarily  portfolio
     management  and is  subcontracted  with or overseen  by another  investment
     adviser),  and any  entity  controlling,  controlled  by,  or under  common
     control with the investment  adviser that provides  ongoing services to the
     registrant at the time of the engagement to be non-audit services; and

(3)  Such services are promptly  brought to the attention of the Audit Committee
     of the  issuer and  approved  prior to the  completion  of the audit by the
     Audit  Committee or by one or more members of the Audit  Committee  who are
     members of the board of directors to whom authority to grant such approvals
     has been delegated by the Audit Committee.


      The Audit Committee may grant general pre-approval to those permissible
non-audit services classified as All Other services that it believes are
routine and recurring services, and would not impair the independence of the
auditor.



      The SEC's rules and relevant guidance should be consulted to determine
the precise definitions of prohibited non-audit services and the
applicability of exceptions to certain of the prohibitions.



PRE-APPROVAL FEE LEVELS

      Pre-approval fee levels for all services to be provided by the
independent auditor will be established annually by the Audit Committee.  Any
proposed services exceeding these levels will require specific pre-approval
by the Audit Committee.



PROCEDURES

      Requests or applications to provide services that require specific
approval by the Audit Committee will be submitted to the Audit Committee by
both the independent auditor and the Principal Accounting Officer and/or
Internal Auditor, and must include a joint statement as to whether, in their
view, the request or application is consistent with the SEC's rules on
auditor independence.





(e)(2)      Percentage of services identified in items 4(b) through 4(d) that
were approved by the registrants audit committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X:

                  4(b)

                  Fiscal year ended 2004 - 0%

                  Fiscal year ended 2003 - 0%

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under
            common control with the investment adviser that provides ongoing
            services to the registrant that were approved by the registrants
            audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01
            of Regulation S-X, 0% and 0% respectively.



            4(c)

            Fiscal year ended 2004 - 0%

                  Fiscal year ended 2003 - 0%

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under
            common control with the investment adviser that provides ongoing
            services to the registrant that were approved by the registrants
            audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01
            of Regulation S-X, 0% and 0% respectively.



            4(d)

            Fiscal year ended 2004 - 0%

                  Fiscal year ended 2003 - 0%

            Percentage of services provided to the registrants investment
            adviser and any entity controlling, controlled by, or under
            common control with the investment adviser that provides ongoing
            services to the registrant that were approved by the registrants
            audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01
            of Regulation S-X, 0% and 0% respectively.



(f)   NA


(g)   Non-Audit Fees billed to the registrant, the registrant's investment
      adviser, and certain entities controlling, controlled by or under
      common control with the investment adviser:
                  Fiscal year ended 2004 - $0

                  Fiscal year ended 2003 - $0



(h)         The registrant's Audit Committee has considered that the
provision of non-audit services that were rendered to the registrant's
adviser (not including any sub-adviser whose role is primarily portfolio
management and is subcontracted with or overseen by another investment
adviser), and any entity controlling, controlled by, or under common control
with the investment adviser that provides ongoing services to the registrant
that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of
Regulation S-X is compatible with maintaining the principal accountant's
independence.

Item 5.     Audit Committee of Listed Registrants

            Not Applicable

Item 6.     Schedule of Investments

            Not Applicable

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 and Affiliated Purchasers

            Not Applicable

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

            Not Applicable

Item 11.    Controls and Procedures

(a) The registrant's President and Treasurer have concluded that the
registrant's disclosure controls and procedures (as defined in rule 30a-3(c)
under the Act) are effective in design and operation and are sufficient to
form the basis of the certifications required by Rule 30a-(2) under the Act,
based on their evaluation of these disclosure controls and procedures within
90 days of the filing date of this report on Form N-CSR.

(b) There were no changes in the registrant's internal control over financial
reporting (as defined in rule 30a-3(d) under the Act) during the last fiscal
quarter that have materially affected, or are reasonably likely to materially
affect, the registrant's internal control over financial reporting.

Item 12.    Exhibits








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  Hibernia Funds




By          /s/Richard N. Paddock
            Richard N. Paddock
            Richard N. Paddock, Principal Financial Officer

Date        March 1, 2006



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.




By          /s/Charles L. Davis
            Charles L. Davis, Jr.
            Charles L. Davis, Jr., Principal Executive Officer

Date        March 1, 2006




By          /s/Richard N. Paddock
            Richard N. Paddock
            Richard N. Paddock, Principal Financial Officer

Date        March 1, 2006