MARINER MUTUAL FUNDS TRUST
N-30D, 1996-03-11
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     MARINER MUTUAL FUNDS TRUST
- -------------------------------------------------------------------------------
     TOTAL RETURN EQUITY FUND
     HSBC Asset Management  [LOGO]
- -------------------------------------------------------------------------------


ANNUAL REPORT
December 31, 1995



Managed by:
HSBC ASSET MANAGEMENT AMERICAS INC.



Sponsored and distributed by:
MARINER FUNDS SERVICES

COVER
<PAGE>

     MARINER MUTUAL FUNDS TRUST
- -------------------------------------------------------------------------------
     TOTAL RETURN EQUITY FUND
     HSBC Asset Management  [LOGO]
- -------------------------------------------------------------------------------


February 12, 1996



Dear Shareholder:

The year 1995 witnessed a remarkable  confluence of events that carried the U.S.
equity  market to new  highs,  with  nary a true  pause on the way.  Stocks,  as
measured by the S&P 500 posted their best return since 1958, up 37.6%.  Economic
conditions  were nearly  ideal as the Federal  Reserve was able to engineer  the
much touted but often questioned "soft landing" -- marked by low inflation,  low
interest   rates  and  moderate  GDP  growth  --  while  moving  toward  a  more
accommodative policy via two easing moves in July and December. This drove bonds
higher and rates lower as yields  declined  approximately  200 basis  points all
along the Treasury yield curve during the year.

While the economic  environment  in itself was quite  positive and supportive to
equity valuations,  corporate profits were surprisingly strong and well ahead of
expectations,  which  provided the real impetus to the equity  market.  Earnings
growth was driven by the highest margins in 25 years, as corporations  continued
to reap the  benefits  of the  massive  restructurings  of the  early  '90s.  In
addition,  margins  were  augmented  by  technological  efficiencies  gained via
increased expenditures on office equipment, which nearly doubled as a percent of
real GDP since 1990.

Further fueling market gains was an intense level of  consolidation  activity as
U.S. companies announced a record $465 billion in mergers and acquisitions (M&A)
in 1995, while the global tally was in excess of $865 billion. Consolidation was
noted  across  all  sectors  and  industries  but  activity  among the banks was
particularly noteworthy.

Finally,  providing  much of the  necessary  liquidity  to fuel the market  were
record  inflows into equity  mutual funds.  Inflows into domestic  equity mutual
funds reached a record $117.2 billion in 1995,  surpassing  the previous  annual
high of $91.1 set in 1993.  These  inflows  helped to absorb a  healthy,  if not
record-breaking, stream of initial public offerings (IPO's) during the year.

Sectorally,  the  Health  Care  stocks  led  the  market,  returning  over  58%,
benefitting by a late year rally as investors became more defensively  oriented.
Financials  also posted an annual return in excess of 50%, driven in part by the
aforementioned   torrid  pace  of  M&A   activity,   as  well  as  lower  rates.
Surprisingly,  after a very weak fourth quarter showing, Technology stocks ended
the year in line with the market after a stunning  first half 1995  performance.
Consumer  Cyclicals  turned in the  weakest  returns,  up 18%,  battered by poor
retail sales from a consumer that was preoccupied  with job  (in)security  and a
heavy  credit  burden.  Also weak on a relative  basis were the Basic  Materials
stocks,  up 24%, as it appeared that most  commodity  prices hit their  cyclical
peaks.

1
<PAGE>


We are forecasting a positive,  but less spectacular  return from U.S. stocks in
1996. We expect that  corporate  profits,  a prime driver of the market in 1995,
will be  restrained  by a lack of pricing power in  combination  with  declining
contributions  from productivity  improvements,  as margins have already reached
25-year highs. For the year 1996, we expect corporate earnings to rise, but only
by 5%,  compared with an approximate  increase of 20% in 1995.  Further,  we see
little room for price/earnings  multiples to expand from current levels given an
essentially benign interest rate outlook.

However the current  economic  environment  of low  rates/low  inflation  should
provide solid  support for the U.S.  equity  market.  Our forecast of modest GDP
growth is also positive for stocks,  though we do expect a first half  slowdown.
Further, the supply/demand scenario for U.S. equities appears quite positive. On
the demand side,  equity mutual fund inflows are expected to remain strong given
the uncompelling  yields on money market  alternatives and growing popularity of
defined  contribution (401K) plans.  Further,  foreign investors,  who have been
very underinvested in the U.S. market,  could provide  significant  liquidity as
the U.S.  dollar  continues to strengthen.  On the supply side,  corporate stock
repurchases  continue to replace  dividend  increases  as the favored  method of
`increasing  shareholder value'.  Finally, it is difficult to envision an end to
the torrid pace of  consolidation  activity  (via mergers and  acquisitions)  so
prevalent in 1995, given the momentum coming into 1996.

In summary, it is difficult to forecast a repeat of 1995 in a climate of slowing
earnings such as we envision for 1996,  but the  continuing  presence of many of
the  key  drivers  of  last  year's  phenomenal  equity  market  should  yield a
respectable annual return.

MANAGER'S DISCUSSION OF FUND PERFORMANCE
- ----------------------------------------

For the year 1995 the Fund posted a return of 33.11%.  Results fell short of the
S&P 500 but were ahead of most peer group comparisons,  as the Lipper Growth and
Income Average rose 30.82%.

In 1995,  Financial Services were a positive  contributor to results as the Fund
benefitted  from very strong stock  selection  and a fairly  neutral  weighting.
Utilities  and  Capital  Goods also  contributed  positively,  primarily  due to
correct sector positioning as stock selection was slightly negative. However, an
underweight  in the  Technology  sector  during a strong  first half had a major
negative impact on results. Travelers Corp, Intel, Chase Manhattan, and Meridian
Bancorp led the Fund during the year, as each  returned  more than 75%.  Coltec,
which was sold  prior to year end,  and  Motorola,  proved  the  Fund's  weakest
issues.

The Fund was positioned fairly  defensively at year end,  overweighted in Energy
and  Utilities,  underweighted  in  Consumer  Cyclicals.  At  year-end  the Fund
maintained an attractive  valuation versus the market on historical  fundamental
such as price/earnings  and price/book while exhibiting  forward earnings growth
expectations above those of the market as a whole.



Sincerely,



/s/  LEO GROHOWSKI



Leo Grohowski


2
<PAGE>

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                      TOTAL RETURN EQUITY FUND VS. S&P 500


<TABLE>
<CAPTION>
- ------------------------------------------------------------------------
                      Average Annual Total Return
- ------------------------------------------------------------------------
                             1 Year          5 Years           Inception
- ------------------------------------------------------------------------
<S>                          <C>              <C>                <C>   
Offering Price(1)            26.44%           14.16%             11.21%
NAV(2)                       33.11%           15.34%             11.81%
- ------------------------------------------------------------------------
</TABLE>


                                      CHART

                                 [CHART OMITTED]

<TABLE>
<CAPTION>
Plot Points:
                           FUND(1)            S&P 500          FUND(2)            LIPPER

           <S>             <C>                <C>              <C>                <C>   
           JUN 1986        10,000             10,000           10,000             10,000
           DEC 1986         9,860             10,049           10,320             10,134
           DEC 1987         9,780             10,578           10,300             10,400
           DEC 1988        11,300             12,334           11,900             12,310
           DEC 1989        14,190             16,241           14,940             15,236
           DEC 1990        13,560             15,737           14,280             14,322
           DEC 1991        17,890             20,532           18,840             18,277
           DEC 1992        19,280             22,097           20,300             20,038
           DEC 1993        21,440             24,322           22,580             22,967
           DEC 1994        20,439             24,643           21,523             22,811
           DEC 1995        27,696             33,901           29,165             29,882

<FN>
Past performance is not predictive of future performance

(1) Includes the maximum sales charge
(2) Excludes the maximum sales charge
</FN>
</TABLE>

The above illustration  compares a $10,000 investment in the Total Return Equity
Fund on June 2,  1986,  to a $10,000  investment  in the  Standard  & Poor's 500
Composite  Stock Price Index and the Lipper Growth and Income Fund Index on that
date. All dividends and capital gain distributions are reinvested.

The Fund's performance takes into account all applicable fees and expenses.  The
Standard & Poor's 500 Composite Stock Price Index is a widely accepted unmanaged
indices of  overall  stock  market  performance  and does not take into  account
charges, fees and other expenses.

The Lipper  Growth  and Income  FundIndex  is an index  based on thirty  largest
growth and income mutual funds (equally  weighted)  traded by Lipper  Analytical
ServicesIncorporated  and does take into  account out of fees of  expenses  with
capital gain distribution and dividend income reinvested.

3
<PAGE>

BOARD OF TRUSTEES

JOHN P. PFANN*          CHAIRMAN OF THE BOARD; Chairman and President,
                        JPP Equities, Inc.

WOLFE J. FRANKL*        Former Director, North America, Berlin Economic
                        Development Corporation

WILLIAM L. KUFTA        Chief Investment Officer, Beacon Trust Company

ROBERT A. ROBINSON*     Trustee, Henrietta and B. Frederick H. Bugher Foundation


*Member of the Audit and Nominating Committees





- -------------------------------------------------------------------------------
OFFICERS

WILLIAM B. BLUNDIN      CHIEF EXECUTIVE OFFICER

ANN E. BERGIN           PRESIDENT

WILLIAM J. TOMKO        VICE PRESIDENT

MARK E. NAGLE           TREASURER

MARTIN R. DEAN          ASSISTANT TREASURER

ROBERT L. TUCH          ASSISTANT SECRETARY

ALAINA V. METZ          ASSISTANT SECRETARY


4
<PAGE>

STATEMENT OF NET ASSETS AS OF DECEMBER 31, 1995

                            TOTAL RETURN EQUITY FUND

<TABLE>
<CAPTION>
 NUMBER
OF SHARES                                                                       VALUE
- ----------                                                                   -----------
    <S>         <C>                                                          <C>   
                COMMON STOCKS - 106.3%
                AEROSPACE/DEFENSE - 3.3%
    14,218      Boeing Co.                                                   $ 1,114,336
    22,244      Raytheon Co.                                                   1,051,029
                                                                             -----------
                                                                               2,165,365
                                                                             -----------
                AUTO & RELATED - 1.2%
    17,769      Goodyear Tire & Rubber Co.                                       806,268
                                                                             -----------
                BANKS - 5.5%
    17,800      Bank of New York Co., Inc.                                       867,750
    17,710      Chase Manhattan Corp.                                          1,073,668
        61      Meridian Bancorp Inc.                                              2,837
    24,600      Nations Bank Corp.                                             1,712,775
                                                                             -----------
                                                                               3,657,030
                                                                             -----------
                BROADCASTING - 1.5%
    10,710    * Liberty Media Group                                              287,830
    34,541    * Tele-Communications, Inc.                                        686,502
                                                                             -----------
                                                                                 974,332
                                                                             -----------
                CHEMICALS - 4.5%
    17,375      Allied-Signal Inc.                                               825,312
    14,592      Du Pont de Nemours & Co., E.I.                                 1,019,615
    24,400      PPG Industries, Inc.                                           1,116,300
                                                                             -----------
                                                                               2,961,227
                                                                             -----------
                COMPUTER SOFTWARE AND SYSTEMS - 1.8%
    28,400    * Bay Networks, Inc.                                             1,167,950
                                                                             -----------
                COMPUTERS - 2.7%
    19,500      International Business Machines Corp.                          1,789,125
                                                                             -----------
                CONGLOMERATES - 1.1%
    14,946      Tenneco, Inc.                                                    741,695
                                                                             -----------
                CONSUMER DURABLES - 1.2%
    38,555      Maytag Corp.                                                     780,739
                                                                             -----------
</TABLE>

5
<PAGE>

STATEMENT OF NET ASSETS AS OF DECEMBER 31, 1995 (CONTINUED)

                            TOTAL RETURN EQUITY FUND

<TABLE>
<CAPTION>
 NUMBER
OF SHARES                                                                       VALUE
- ----------                                                                   -----------
    <S>         <C>                                                          <C>   
                COMMON STOCKS - (CONTINUED)
                DRUGS - 6.6%
    25,021      Bristol-Meyers Squibb Co.                                    $ 2,148,678
    22,756      Warner Lambert Co.                                             2,210,177
                                                                             -----------
                                                                               4,358,855
                                                                             -----------
                ELECTRICAL EQUIPMENT - 5.2%
    15,382      Emerson Electric Co.                                           1,257,478
    29,789      General Electric Co.                                           2,144,808
                                                                             -----------
                                                                               3,402,286
                                                                             -----------
                ELECTRONICS - SEMICONDUCTORS - 4.3%
    19,300      Intel Corp.                                                    1,095,275
    30,839      Motorola, Inc.                                                 1,757,823
                                                                             -----------
                                                                               2,853,098
                                                                             -----------
                ELECTRONICS - INSTRUMENTATION - 2.8%
    22,124      Hewlett Packard Co.                                            1,852,885
                                                                             -----------
                ENVIRONMENTAL CONTROL - 1.7%
    36,931      WMX Technologies, Inc.                                         1,103,314
                                                                             -----------
                FINANCIAL SERVICES - 4.7%
    15,126      Federal National Mortgage Association                          1,877,515
    19,031      Travelers, Inc.                                                1,196,574
                                                                             -----------
                                                                               3,074,089
                                                                             -----------
                FOOD PROCESSING - 6.4%
    52,500      H.J. Heinz Co.                                                 1,739,063
    21,000      IBP, Inc.                                                      1,060,500
    44,600      Sara Lee Corp.                                                 1,421,625
                                                                              -----------
                                                                               4,221,188
                                                                             -----------
                HOSPITAL MANAGEMENT &  SUPPLIES - 4.9%
    28,600      Columbia / HCA Healthcare Corp.                                1,451,450
    20,500      Johnson  & Johnson                                             1,755,313
                                                                             -----------
                                                                               3,206,763
                                                                             -----------
</TABLE>

6
<PAGE>

STATEMENT OF NET ASSETS AS OF DECEMBER 31, 1995 (CONTINUED)

                            TOTAL RETURN EQUITY FUND

<TABLE>
<CAPTION>
 NUMBER
OF SHARES                                                                       VALUE
- ----------                                                                   -----------
    <S>         <C>                                                          <C>   
                COMMON STOCKS - (CONTINUED)
                INSURANCE - 3.2 %
    15,100      UNUM Corp.                                                   $   830,500
    74,700      USF&G Corp.                                                    1,260,563
                                                                             -----------
                                                                               2,091,063
                                                                             -----------
                MACHINERY - 1.1%
    21,300      Ingersoll-Rand Co.                                               748,163
                                                                             -----------
                OIL - DOMESTIC - 3.7%
     9,334      Atlantic Richfield Co.                                         1,033,741
    35,800      Burlington Resources, Inc.                                     1,405,150
                                                                             -----------
                                                                               2,438,891
                                                                             -----------
                OIL - INTERNATIONAL - 6.6%
    27,281      Chevron Corporation                                            1,432,253
    26,138      Exxon Corp.                                                    2,094,307
     6,126      Royal Dutch Petroleum Co.                                        864,532
                                                                             -----------
                                                                               4,391,092
                                                                             -----------
                OIL - WELL SERVICE - 1.2%
    11,381      Schlumberger Ltd..                                               788,134
                                                                             -----------
                PAPER & RELATED - 1.2%
    18,930      Weyerhaeuser Co.                                                 818,723
                                                                             -----------
                PUBLISHING - 1.9%
    32,988      Time Warner Inc.                                               1,249,421
                                                                             -----------
                RAILROADS - 1.5%
    15,490      Union Pacific Corp.                                            1,022,340
                                                                             -----------
                RETAIL - DRUG STORES - 1.7%
    32,174      Rite Aid Corp.                                                 1,101,960
                                                                             -----------
                RETAIL - GROCERY - 1.4%
    28,500      Albertson's, Inc.                                                936,938
                                                                             -----------
                RETAIL - SPECIALTY - 3.3%
    16,553      Home Depot, Inc.                                                 792,475
    33,500      May Department Stores Corp.                                    1,415,375
                                                                             -----------
                                                                               2,207,850
                                                                             -----------
</TABLE>

7
<PAGE>

STATEMENT OF NET ASSETS AS OF DECEMBER 31, 1995 (CONTINUED)

                            TOTAL RETURN EQUITY FUND
<TABLE>
<CAPTION>

 NUMBER
OF SHARES                                                                       VALUE
- ----------                                                                   -----------
    <S>         <C>                                                          <C>   
                COMMON STOCKS - (CONTINUED)
                TOBACCO - 3.8%
    20,005      Philip Morris Cos., Inc.                                     $ 1,810,453
    23,579      RJR Nabisco Holdings Co.                                         728,002
                                                                             -----------
                                                                               2,538,455
                                                                             -----------
                UTILITIES - COMMUNICATIONS - 9.7%
    32,248      American Telephone & Telegraph Co.                             2,088,058
    33,530      Bell South Corp.                                               1,458,555
    46,272      GTE Corp.                                                      2,035,968
    31,578      MCI Communications                                               824,975
                                                                             -----------
                                                                               6,407,556
                                                                             -----------
                UTILITIES - ELECTRIC - 5.4%
    46,599      Central & South West Corp.                                     1,298,947
    38,036      Public Service Enterprise Group.                               1,164,852
    36,606      Wisconsin Energy Corp.                                         1,121,058
                                                                             -----------
                                                                               3,584,857
                                                                             -----------
                UTILITIES - GAS PIPELINES - 1.2%
    17,472      Consolidated Natural Gas                                         792,792
                                                                             -----------
                Total Common Stocks (Cost - $56,682,451)                      70,234,444
                                                                             -----------
PRINCIPAL
 AMOUNT
- ----------
                CORPORATE BOND - 1.0%
  $638,700      Time Warner Inc., 8.75%, 01/10/15
                  (Cost - $657,302)                                              657,859
                                                                             -----------
</TABLE>

8
<PAGE>

STATEMENT OF NET ASSETS AS OF DECEMBER 31, 1995 (CONTINUED)

                            TOTAL RETURN EQUITY FUND

<TABLE>
<CAPTION>
PRINCIPAL
 AMOUNT                                                                                    VALUE
- ----------                                                                              -----------
<S>             <C>                                                                     <C>   
                SHORT-TERM INVESTMENT - 2.1%
$1,404,000      Provident Institutional Temporary Investment Fund,
                  5.59%, On Demand (Cost - $1,404,000)                                  $ 1,404,000
                                                                                        -----------
                TOTAL INVESTMENTS - 109.4%
                  (Cost - $58,743,753)**                                                 72,296,303
                                                                                        -----------
                OTHER ASSETS ( LIABILITIES ) - (9.4%)
                Cash                                                                          1,194
                Dividends and interest receivable                                           164,335
                Receivable for securities sold                                            4,276,375
                Receivable for fund shares sold                                              15,415
                Prepaid expenses                                                              5,206
                Payable for securities purchased                                         (5,016,137)
                Dividends payable                                                        (4,243,052)
                Payable for fund shares redeemed                                         (1,362,068)
                Accrued expenses                                                            (21,987)
                Due to affiliates                                                           (53,526)
                                                                                        -----------
                Liabilities in excess of other assets - net                              (6,234,245)
                                                                                        -----------

                NET ASSETS - 100%                                                       $66,062,058
                                                                                        ===========

                NET ASSET VALUE PER SHARE - applicable to 4,474,227 shares
                  ($0.001 par value) outstanding                                             $14.77
                                                                                             ======

<FN>
  *  Non-income producing security.
 **  As of December  31, 1995,  unrealized  appreciation  for Federal income tax
     purposes aggregated $13,521,081 of which $13,951,283 related to appreciated
     securities and  $430,202  related to depreciated securities.  The aggregate
     cost of investments for Federal income tax purposes was $58,775,222.
</FN>
</TABLE>

See Notes to Financial Statements.

9


<PAGE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

                            TOTAL RETURN EQUITY FUND

INVESTMENT INCOME:
Income:
    Dividends                                                      $ 2,005,943
                                                                   -----------
Expenses:
    Advisory fees                                                      367,306
    Administrative services fee                                         66,783
    Co-administrative and shareholder servicing fees                    46,748
    Distribution expenses                                               45,616
    Transfer agent fees                                                 35,052
    Audit fee                                                           25,508
    Legal fees                                                          18,244
    Trustees' fees and expenses                                         17,647
    Printing                                                            10,523
    Custodian fee                                                        9,163
    Miscellaneous expenses                                               3,786
                                                                   -----------
        Total expenses                                                 646,376
    Less expense waivers                                               (17,126)
                                                                   -----------
        Net expenses                                                   629,250
                                                                   -----------
    Net investment income                                            1,376,693
                                                                   -----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments                                     4,058,707
Net change in unrealized appreciation on investments                13,600,231
                                                                   -----------
Net gain on investments                                             17,658,938
                                                                   -----------
Net increase in net assets resulting from operations               $19,035,631
                                                                   ===========

See Notes to Financial Statements.

10
<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

TOTAL RETURN EQUITY FUND
<TABLE>
<CAPTION>

                                                                              FOR THE              FOR THE
                                                                            YEAR ENDED           YEAR ENDED
                                                                         DECEMBER 31, 1995    DECEMBER 31, 1994
                                                                         -----------------    -----------------
<S>                                                                        <C>                   <C>
OPERATIONS:
  Net investment income                                                    $ 1,376,693           $ 1,691,542
  Net realized gain on investments                                           4,058,707               840,993
  Net change in unrealized appreciation (depreciation) on
  investments                                                               13,600,231            (4,840,469)
                                                                           -----------           -----------
    Net increase (decrease) in net assets resulting from operations         19,035,631            (2,307,934)
                                                                           -----------           -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income                                                     (1,372,062)           (1,691,542)
  Net realized gain on investments                                          (3,645,492)             (840,993)
  Excess of current year net realized gain on investments                           --              (704,753)
                                                                           -----------           -----------
    Total distributions                                                     (5,017,554)           (3,237,288)
                                                                           -----------           -----------
CAPITAL SHARE TRANSACTIONS:
  Proceeds from sales of 357,298 and 469,035 shares, respectively            4,889,068             5,911,845
  Net asset value of 3,538 and 18,274 shares issued on reinvestment
    of distributions, respectively                                              50,736               224,259
  Payments for redemptions of 1,332,928 and 1,078,661 shares,
    respectively                                                           (17,894,688)          (13,310,513)
                                                                           -----------           -----------
    Net decrease in net assets from capital share transactions             (12,954,884)           (7,174,409)
                                                                           -----------           -----------
    Net increase (decrease) in net assets                                    1,063,193           (12,719,631)
NET ASSETS:
  Beginning of year                                                         64,998,865            77,718,496
                                                                           -----------           -----------
  End of year (including undistributed net investment
    income of $5,770 and $1,139, respectively)                             $66,062,058           $64,998,865
                                                                           ===========           ===========
</TABLE>

See Notes to Financial Statements.

11
<PAGE>

NOTES TO FINANCIAL STATEMENTS

                            TOTAL RETURN EQUITY FUND


     1.  SIGNIFICANT ACCOUNTING POLICIES

         Mariner  Total  Return  Equity  Fund  (the  "Fund")  is  an  investment
         portfolio of Mariner Mutual Funds Trust (the  "Trust").  The Trust is a
         Massachusetts business trust and is an open-end, diversified investment
         company which has multiple investment portfolios, including the Fund.

         SECURITIES  VALUATION:  Investments in securities traded on an exchange
         are valued at the last quoted  sales price on a given day, or if a sale
         is not  reported  for that day, at the mean between the most recent bid
         and  asked  prices.  The bid  price  is used  when no  asked  price  is
         available.  Short-term obligations having maturities of 60 days or less
         are valued at amortized cost which approximates market value.

         TAXES:  It is the Fund's  policy to comply with the  provisions  of the
         Internal Revenue Code, as amended,  applicable to regulated  investment
         companies,  and to distribute  substantially  all of its taxable income
         and net  realized  gains to its  shareholders  for each  taxable  year.
         Therefore, no provision is required for Federal income tax.

         DIVIDENDS AND DISTRIBUTIONS:  The Fund intends to pay, as a semi-annual
         dividend,  substantially all of its net investment  income. Net capital
         gains, if any, will be distributed at least  annually.  On December 27,
         1995,  the Fund  declared an income and capital  gain  distribution  of
         $0.13 and $0.80 per share payable on January 4, 1996 to shareholders on
         record as of December 28, 1995.

         Distributions  to  shareholders  in  excess  of net  realized  gain  on
         investments  in a given year result  primarily  from losses on security
         transactions  during that year which are treated for Federal income tax
         purposes as arising in the following year.

         SECURITIES  TRANSACTIONS AND INVESTMENT INCOME:  Security  transactions
         are recorded on trade date. Identified cost of investments sold is used
         for both financial statement and Federal income tax purposes.  Dividend
         income is recorded on the ex-dividend date. Interest income is recorded
         as earned.

         EXPENSE  ALLOCATION:  Expenses directly  attributed to each Fund in the
         Trust  are  charged  to that  Fund's  operations;  expenses  which  are
         applicable to all Funds are allocated among them.

     2.  CAPITAL

         The  Trust is  authorized  to issue an  unlimited  number  of shares of
         beneficial  interest  each with a par value of $0.001.  At December 31,
         1995, the composition of net assets of the Fund was as follows:

                Paid-in capital                                     $52,510,329
                Undistributed net investment income                       5,770
                Distributions in excess of net realized gain            (6,591)
                Net unrealized appreciation on investments           13,552,550
                                                                    ===========
                  Total net assets                                  $66,062,058
                                                                    -----------

12
<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     3.  PORTFOLIO SECURITIES
         The cost of securities purchased  and  proceeds  from  securities  sold
         (excluding short-term securities) for the year  ended December 31, 1995
         were approximately $35,712,000 and $33,671,000, respectively.

     4.  AGREEMENTS

         The Trust retains HSBC Asset Management Americas Inc. ("HSBC Americas")
         to act as Investment  Adviser for the Fund.  HSBC Americas is the North
         American  investment  affiliate  of HSBC  Holdings  plc (Hong  Kong and
         Shanghai Banking  Corporation).  As Investment  Adviser,  HSBC Americas
         furnishes  investment  guidance and policy direction in connection with
         the  management  of the  portfolio  of the Fund,  subject  to  policies
         established by the Board of Trustees.

         As  compensation  for its  services,  HSBC  Americas  is  paid  monthly
         advisory fees at the following annual rates:
<TABLE>
<CAPTION>
                                                                                     ADVISORY
                 PORTION OF THE FUND'S AVERAGE DAILY NET ASSETS                      FEE RATE
            -------------------------------------------------------------            --------
            <S>                                                                       <C>
            Not exceeding $400 million                                                0.550%
            In excess of $400 million but not exceeding $800 million                  0.505%
            In excess of $800 million but not exceeding $1.2 billion                  0.460%
            In excess of $1.2 billion but not exceeding $1.6 billion                  0.415%
            In excess of $1.6 billion but not exceeding $2 billion                    0.370%
            In excess of $2 billion                                                   0.315%
</TABLE>

         For  the  year  ended   December  31,  1995,   HSBC   Americas   earned
         approximately $367,300 in advisory fees.

         As administrator,  PFPC Inc. ("PFPC") is paid a monthly asset based fee
         of 0.10% of the Fund's first $200 million of average net assets; 0.075%
         of the Fund's next $200  million of average  net  assets;  0.05% of the
         Fund's next $200 million of average net assets; and 0.03% of the Fund's
         average   net  assets  in  excess  of  $600   million;   exclusive   of
         out-of-pocket  expenses. PFPC has agreed to waive 10% and 5% of its fee
         during the first and second year of its  administration,  respectively.
         For the  year  ended  December  31,  1995,  PFPC  earned  approximately
         $61,800, net of fee waivers of approximately  $5,000, in administrative
         services  fees.  Effective  March  1996,  PFPC  will be  terminated  as
         administrator and transfer agent for the Fund.

         HSBC Americas may enter into agreements (the "Service Agreements") with
         certain  banks,   financial  institutions  and  corporations  ("Service
         Organizations") whereby each Service Organization handles recordkeeping
         and provides  certain  administrative  services for its  customers  who
         invest  in  the  Fund  through  accounts  maintained  at  that  Service
         Organization.  Each Service Organization will receive monthly payments,
         which  are  based  upon  expenses  that the  Service  Organization  has
         incurred  in  the   performance  of  its  services  under  the  Service
         Agreement.  The  payments  from the Fund on an  annual  basis  will not
         exceed  0.25%  of  the  average  value  of  Fund  shares  held  in  the
         subaccounts of the Service Organizations.

13


<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

     4.  AGREEMENTS (CONTINUED)

         Effective  September 25, 1995, Bank of New York replaced Marine Midland
         Bank,  N.A.  ("Marine  Midland"),  an  affiliate  of  the  Adviser,  as
         custodian  for the Fund.  For  furnishing  custodian  services,  Marine
         Midland was paid a monthly fee with respect to the Fund for safekeeping
         its assets plus certain transaction charges and out-of-pocket expenses.
         For the  period  January  1, 1995  through  September  25,  1995,  HSBC
         Americas paid the Fund's entire custodian fee of approximately $8,200.

         HSBC Americas earned  co-administration  and shareholder servicing fees
         of 0.03% and 0.04% of the  Fund's  average  net  assets,  respectively,
         totaling  approximately  $46,700.  Of that total,  HSBC Americas waived
         approximately $3,900 of these fees for the month of January 1995.

         The Fund has adopted a  Distribution  Plan and  Agreement  (the "Plan")
         pursuant  to Rule  12b-1 of the  Investment  Company  Act of  1940,  as
         amended. The Plan provides for a monthly payment by the Fund to Mariner
         Funds Services for expenses  incurred in connection  with  distribution
         services  provided to the Fund not to exceed an annual rate of 0.35% of
         the average  daily value of the Fund's net assets  during the preceding
         month.

         One  state in which  the  shares  of the  Fund are  qualified  for sale
         imposes  limitations on the expenses of the Fund. The Advisory Contract
         and the  Administrative  Services  Contract with HSBC Americas  provide
         that if, in any fiscal year, the total expenses of the Fund  (excluding
         taxes, interest, distribution expenses, brokerage commissions and other
         portfolio   transaction   expenses,   other   expenditures   which  are
         capitalized in accordance with generally accepted accounting principles
         and   extraordinary   expenses,   but   including   the   advisory  and
         administrative  services fees) exceed the expense limitation applicable
         to the Fund imposed by the securities  regulations of such state,  HSBC
         Americas will pay or reimburse the Fund in amounts equal to the excess.
         Although there is no certainty that this  limitation  will be in effect
         in the future, the effective limitation on an annual basis with respect
         to the Fund is  currently  2.5% per annum of the first $30  million  of
         average net assets,  2.0% of the next $70 million of average net assets
         and 1.5% of average net assets in excess of $100 million.  For the year
         ended  December  31,  1995,  there were no payments  or  reimbursements
         required as a result of this expense limitation.

         A partner of Baker & McKenzie,  legal  counsel to the Trust,  serves as
         Secretary of the Trust.  For the year ended December 31, 1995, the Fund
         incurred legal fees of approximately $16,200 to Fund counsel.

14


<PAGE>

FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT THE YEAR


                            TOTAL RETURN EQUITY FUND

<TABLE>
<CAPTION>
                                                                   FOR THE YEAR ENDED DECEMBER 31,
                                                  -----------------------------------------------------------------
                                                    1995          1994           1993          1992           1991
                                                  --------      -------        -------        ------         ------
<S>                                               <C>           <C>            <C>            <C>            <C>   
Net asset value, beginning of year                $ 11.93       $ 12.87        $ 12.02        $13.12         $10.77
                                                  -------       -------        -------        ------         ------
Income From Investment Operations
   Net investment income                             0.30          0.29           0.33          0.15           0.21
   Net realized and unrealized gain (loss)
     on investments                                  3.64         (0.67)          1.00          0.80           3.21
                                                  -------       -------        -------        ------         ------
     Total from investment operations                3.94         (0.38)          1.33          0.95           3.42
                                                  -------       -------        -------        ------         ------
Less Distributions from:
   Net investment income                            (0.30)        (0.29)         (0.33)        (0.15)         (0.21)
   Net realized gain                                (0.80)        (0.15)         (0.15)        (1.90)         (0.86)
   Excess of current year realized gain
     on investments                                    --         (0.12)            --            --             --
                                                  -------       -------        -------        ------         ------
     Total distributions                            (1.10)        (0.56)         (0.48)        (2.05)         (1.07)
                                                  -------       -------        -------        ------         ------
Net asset value, end of year                       $14.77        $11.93         $12.87        $12.02         $13.12
                                                  =======       =======        =======        ======         ======
Total Return (a)                                    33.11%        (2.97)%        11.23%         7.74%         31.92%

Ratios/Supplemental Data
   Net assets (000), end of year                  $66,062       $64,999        $77,718        $3,609         $4,798
   Ratio of expenses (without fee waivers)
     to average net assets                           0.97%         0.86%          0.88%         2.29%          2.18%
   Ratio of expenses (with fee waivers)
     to average net assets                           0.94%         0.78%          0.23%         1.68%          1.40%
   Ratio of net investment income (without
     fee waivers) to average net assets              2.03%         2.17%          2.30%         0.51%          0.91%
   Ratio of net investment income (with
     fee waivers) to average net assets              2.06%         2.25%          2.95%         1.12%          1.69%
   Portfolio turnover rate                          52.77%        23.31%         14.25%        54.99%         77.11%

<FN>
- -----------------
(a)  Exclusive of sales charge.
</FN>
</TABLE>

See Notes to Financial Statements.

15
<PAGE>

     REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



     To the Shareholders and Board of Trustees
     Mariner Mutual Funds Trust

     We have  audited the  accompanying  statement  of net assets of the Mariner
     Total Return Equity Fund (one of the portfolios  comprising  Mariner Mutual
     Funds  Trust)  as of  December  31,  1995,  and the  related  statement  of
     operations  for the year then ended,  and the  statement  of changes in net
     assets for each of the two years in the period  then ended,  and  financial
     highlights  for  each  of the  years  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  generally  accepted  auditing
     standards.  Those  standards  require that we plan and perform the audit to
     obtain  reasonable  assurance  about whether the financial  statements  and
     financial highlights are free of material  misstatement.  An audit includes
     examining, on a test basis, evidence supporting the amounts and disclosures
     in the  financial  statements.  Our  procedures  included  confirmation  of
     securities  owned as of  December  31,  1995,  by  correspondence  with the
     custodian  and brokers.  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 the Mariner Total Return  Equity Fund at December 31, 1995,  the results
     of its  operations  for the year then ended,  the changes in its net assets
     for each of the two  years  in the  period  then  ended  and the  financial
     highlights for each of the indicated  years,  in conformity  with generally
     accepted accounting principles.

     /s/ ERNST & YOUNG LLP


     New York, New York
     February 5, 1996

<PAGE>


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


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


MARINER SM MUTUAL FUNDS TRUST
3435 Stelzer Road
Columbus,Ohio 43219

GENERAL INFORMATION:
(800) 753-4462

INVESTMENT ADVISER AND CO-ADMINISTRATOR
HSBC Asset Management Americas Inc.
250 Park Avenue
New York, New York 10177

SPONSOR AND DISTRIBUTOR (EFFECTIVE JANUARY 1, 1996)
BISYSFund Services
3435 Stelzer Road
Columbus, Ohio 43219

ADMINISTRATOR, TRANSFER
AND DIVIDEND DISBURSING AGENT
PFPC, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809

CUSTODIAN
Bank of New York
90 Washington Street
New York, New York 10286

LEGAL COUNSEL
Baker & McKenzie
805 Third Avenue
New York, New York 10022

INDEPENDENT AUDITORS
Ernst & Young LLP
787 Seventh Avenue
New York, New York 10019



This report is for the  information of the  shareholders of Mariner Mutual Funds
Trust.  Its use in  connection  with  any  offering  of the  Trust's  shares  is
authorized  only in the case of a  concurrent  or prior  delivery of the Trust's
current prospectus.





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