MARINER MUTUAL FUNDS TRUST
N-30D, 1996-03-11
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     MARINER MUTUAL FUNDS TRUST
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     SMALL CAP 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
- -------------------------------------------------------------------------------
     SMALL CAP FUND
- -------------------------------------------------------------------------------
     HSBC Asset Management  [LOGO]
- -------------------------------------------------------------------------------




February 12, 1996


Dear Shareholder:

1995 was a very good year for equity  investors with the S&P 500 Index returning
37.4%  and  the  Dow  Jones  Index   36.7%.   In  contrast,   small-cap   stocks
underperformed  in the first half of the year,  surged in the summer,  but after
Labor  Day  failed  to keep pace  with the  large-caps.  As a result,  small-cap
performance was like a roller coaster ride for investors,  with the Russell 2000
Index ending up only 28.4%. The NASDAQ Index, with its heavier weighting towards
the larger  technology  stocks  such as Intel and  Microsoft,  was the  standout
leader  with a return of 39.9%.  With a slowing  in the  growth of the  economy,
declining  interest  rates and good  prospects  for a capital gains tax cut, you
would think small-caps should have outperformed.

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------

                                                EQUITY MARKET RETURNS
- -----------------------------------------------------------------------------------------

                             RUSSELL           NASDAQ             DOW          S&P
         YEAR                 2000            COMPOSITE          JONES         500
- -----------------------------------------------------------------------------------------

         <S>                    <C>               <C>               <C>           <C>
         1991                   46.04%            56.84%            24.51%        30.42%
         1992                   18.42             15.45              7.42          7.59
         1993                   18.89             14.75             17.03         10.04
         1994                   (1.82)            (3.20)             4.89          1.21
         1995                   28.44             39.92             36.65         37.44
         5 YEARS                21.00             23.00             17.54         16.55
         ANNUALIZED
- -----------------------------------------------------------------------------------------
</TABLE>



The reasons that are generally mentioned for this  underperformance are several.
First,  the  large-caps  reported  better  relative  earnings due to the falling
dollar  earlier  this year.  Secondly,  most of the  restructuring  by corporate
America over the past few years has mostly occurred with large  companies.  As a
result,  many larger companies are now reaping the benefits.  Lastly, the strong
level of initial  public  offerings  (especially  in the last  quarter) may have
diverted  money away from existing  small-cap  issues since they both  generally
compete for the same pool of money.

The best  performing  sectors  of the  Russell  2000  Index  for the  year  were
technology (+47.0%),  other energy (+46.5% -- includes offshore drilling and oil
well  equipment  and  services),  healthcare  (+39.7%)  and  financial  services
(+38.8%).  With a  weighting  of 18.3% in the  Russell  2000  Index,  the  great
performance of the financial services sector had a very large impact. Technology
and health care,  with weightings of 13.1% and 10.9%  respectively,  also had an
impact.  The worst  performing  sectors for the year were  integrated oils (down
3.5%),  real  estate  (+5.7%),   consumer  discretionary  (+8.7%)  and  autos  &
transportation (+9.1%). For most growth

<PAGE>


investors,  the  underperformance  by  the  consumer  discretionary  sector  was
disappointing,  because it is a large  sector  (16.0% of the Russell 2000 Index)
with traditionally the fastest growing industries such as retailers, restaurants
and entertainment.

Currently,  most economists are projecting  moderate to slow growth for the U.S.
economy in 1996, accompanied by a flat to rising dollar. As we have mentioned in
the past, larger companies  generally have greater exposure to foreign economies
and are more  vulnerable  to a strong  dollar  relative to small  companies.  In
addition,  small growth  companies are not as dependent upon a strong economy to
report great earnings as do larger companies.  Generally  speaking,  in the past
small growth stocks have done well during periods of sluggish economic activity.

As  we  enter  1996,  the  question  is  whether  small-caps  will  continue  to
underperform large-caps. Even though we are concerned by the underperformance of
this  sector,  we  continue to believe the group  remains  undervalued.  We also
believe that small-caps should become beneficiaries of better earnings growth in
a slow growth  environment.  Furthermore,  continued net inflows into  small-cap
mutual funds should  support  additional  gains.  On balance,  we continue to be
positive on the long-term outlook for small-cap stocks.

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

For the year 1995,  the Mariner  Small Cap Fund posted a return of 26.20% versus
28.44%  for the  Russell  2000  Index.  For the last  three  years  the Fund has
returned 14.78% on an annualized basis versus 14.45% for the Russell 2000.

During the year the Fund was positively impacted by the technology and financial
service  sector.  Conversely,  the Fund was negatively  impacted by the consumer
sector.

Currently,  the Fund continues to reflect attractive  characteristics.  The Fund
has a higher projected growth in earnings and a lower debt-to-capital ratio than
the general market.  However,  for these attractive  characteristics the Fund is
valued (in terms of price earnings ratio) at a modest premium to the market.

We continue to value your  participation  and interest in the Mariner  Small Cap
Fund.  Our  objective is to strive to meet year  expectations  of a quality fund
that will meet your financial goals.



Sincerely,



/s/ JOE P. SING, JR.



Joe P.Sing, Jr.


2

<PAGE>

             COMPARISON OF CHANGE IN VALUE OF $10,000 INVESTMENT IN
                         SMALL CAP FUND VS. RUSSELL 2000

<TABLE>
<CAPTION>
- -------------------------------------------------------
             Average Annual Total Return
- -------------------------------------------------------
                             1 Year           Inception
- -------------------------------------------------------
<S>                          <C>               <C>   
Offering Price(1)            19.85%            12.82%
NAV(2)                       26.20%            14.78%
- -------------------------------------------------------
</TABLE>

                                      CHART

                                 [CHART OMITTED]

<TABLE>
<CAPTION>
Plot Points:
                        FUND (1)          RUSSELL 2000     FUND (2)
         <S>            <C>               <C>              <C>   
         JAN            10,000            10,000           10,000
         MAR             9,601            10,426           10,110
         JUN            10,551            10,653           11,110
         SEP            11,444            11,585           12,050
         DEC            11,752            11,889           12,374
         MAR            11,226            11,574           11,821
         JUN            10,068            11,122           10,602
         SEP            11,140            11,894           11,790
         DEC            11,378            11,673           11,981
         MAR            11,780            12,211           12,405
         JUN            13,473            13,355           14,187
         SEP            15,739            14,675           16,573
         DEC            14,360            14,993           15,121

<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 Small Cap Fund on
January 4, 1993, to a $10,000 investment in the Russell 2000 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
Russell  2000  Index is a widely  accepted  unmanaged  index of  overall  market
performance of many of the smallest  publicly  traded  companies in the U.S. and
does not take into account charges, fees and other expenses.

PAGE 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


PAGE 4

<PAGE>

STATEMENT OF NET ASSETS AS OF DECEMBER 31, 1995

                                 SMALL CAP FUND

<TABLE>
<CAPTION>
 NUMBER
OF SHARES                                                                       VALUE
- ----------                                                                    ----------
    <S>         <C>                                                           <C>
                COMMON STOCKS-96.7%
                BEVERAGES - 2.0%
    15,900    * Canandaigua Wine Co., Inc.                                    $  518,738
                                                                              ----------
                BROADCAST MEDIA - 1.5%
    24,400    * International Family Entertainment Inc., Class B                 399,550
                                                                              ----------
                BUSINESS SERVICES - 2.3%
    40,200    * Personnel Group of America, Inc.                                 587,925
                                                                              ----------
                COMMERCIAL SERVICES - 8.5%
    20,325      Paychex, Inc.                                                  1,013,709
    16,750      Sensormatic Electronics Corp.                                    291,031
    31,800    * Verifone, Inc.                                                   910,275
                                                                              ----------
                                                                               2,215,015
                                                                              ----------
                COMPUTER SOFTWARE - 4.5%
    25,800    * Emulex Corporation                                               264,450
    27,400    * Network General Corp.                                            914,475
                                                                              ----------
                                                                               1,178,925
                                                                              ----------
                COMPUTER SYSTEMS - 9.7%
    19,300    * Cisco System, Inc.                                             1,440,263
    20,900    * Optical Data Systems                                             527,725
    25,400    * Proxima Corp.                                                    561,975
                                                                              ----------
                                                                               2,529,963
                                                                              ----------
                DATA PROCESSING - 2.1%
    32,100 (a)* Envoy Corp.                                                      555,731
                                                                              ----------
                DEPARTMENT STORES - 2.5%
    25,000    * Proffitts, Inc.                                                  656,250
                                                                              ----------
                ELECTRONICS - 3.7%
    24,045      Harman International Industries, Inc.                            964,806
                                                                              ----------
                FINANCE - CONSUMER LOANS - 3.0%
    49,187      The Money Store, Inc.                                            768,547
                                                                              ----------
                FINANCIAL SERVICES - 5.6%
    24,000      Advanta Corp., Class A                                           918,000
     8,050      First Data Corp.                                                 538,344
                                                                              ----------
                                                                               1,456,344
                                                                              ----------
  </TABLE>

5

<PAGE>

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

                                 SMALL CAP FUND

<TABLE>
<CAPTION>
 Number
of Shares                                                                        Value
- ----------                                                                    -----------
    <S>         <C>                                                           <C>
                COMMON STOCKS-(continued)
                HEALTH CARE - DRUGS - 2.3%
    13,100    * Forest Laboratories, Inc.                                     $   592,775
                                                                              -----------
                HOSPITAL MANAGEMENT AND SUPPLIES - 2.5%
    23,700    * Owen Healthcare, Inc.                                             654,712
                                                                              -----------
                MACHINERY - 4.2%
    44,200    * Electroglas, Inc.                                               1,082,900
                                                                              -----------
                MEDICAL SERVICES - 8.0%
    31,200    * Healthsource, Inc.                                              1,123,200
    33,400    * Isolyser Company, Inc.                                            467,600
    54,900    * Tokos Medical Corp.                                               500,963
                                                                              -----------
                                                                                2,091,763
                                                                              -----------
                OFFICE EQUIPMENT & SUPPLIES - 3.5%
    32,700    * Silicon Graphics, Inc.                                            899,250
                                                                              -----------
                RECREATION AND ENTERTAINMENT - 3.0%
    25,400    * Movie Gallery, Inc.                                               774,700
                                                                              -----------
                RESTAURANTS - 1.4%
    41,000    * Davco Restaurants, Inc.                                           353,625
                                                                              -----------
                RETAIL MERCHANDISING - 1.6%
    22,000    * Friedman's Inc.                                                   423,500
                                                                              -----------
                RETAIL - SPECIALTY - 9.7 %
    20,200    * Discount Auto Parts, Inc.                                         628,725
    35,675    * Office Depot, Inc.                                                704,581
    23,800    * Petco Animal Supplies                                             696,150
    28,100    * Rex Stores Corporation                                            498,775
                                                                              -----------
                                                                                2,528,231
                                                                              -----------
                TELECOMMUNICATION - EQUIPMENT - 10.0%
    19,000    * Cidco, Inc.                                                       484,500
    26,800    * Symmetricom, Inc.                                                 368,500
    20,000      U.S. Robotics, Inc.                                             1,755,000
                                                                              -----------
                                                                                2,608,000
                                                                              -----------
                WHOLESALE TRADE - 5.1%
    11,725      Cardinal Health Distribution                                      641,943
    20,700      Fisher Scientific International, Inc.                             690,862
                                                                              -----------
                                                                                1,332,805
                                                                              -----------
                Total Common Stocks (Cost - $17,472,928)                       25,174,055
                                                                              -----------
</TABLE>

6

<PAGE>

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

                                 SMALL CAP FUND

<TABLE>
<CAPTION>
 PRINCIPAL
 AMOUNT                                                                          VALUE
 ---------                                                                    -----------

<S>             <C>                                                           <C> 
                SHORT-TERM INVESTMENTS - 8.6%
$1,335,000      Provident Institutional Fund Trust for
                  Federal Securities, 5.46%, On Demand.                       $ 1,335,000
   896,000      Provident Institutional Temporary Investment Fund 5.59%,
                  On Demand                                                       896,000
                                                                              -----------

                Total Short-Term Investments (Cost - $2,231,000)                2,231,000
                                                                              -----------

                TOTAL INVESTMENTS - 105.3%
                (Cost - $19,703,928)**                                         27,405,055
                                                                              -----------

                OTHER ASSETS (LIABILITIES) - (5.3%)
                Cash                                                              183,385
                Organizational costs, net                                          17,872
                Dividends and interest receivable                                  10,378
                Prepaid expenses                                                    2,380
                Dividends payable                                              (1,004,447)
                Payable for securities purchased                                 (528,408)
                Payable for fund shares redeemed                                   (4,470)
                Accrued expenses                                                  (21,284)
                Due to affiliates                                                 (24,769)
                                                                              -----------
                Liabilities in excess of other assets - net                    (1,369,363)
                                                                              -----------
                NET ASSETS - 100.0%                                           $26,035,692
                                                                              ===========

                NET ASSET VALUE PER SHARE - applicable to 1,800,980
                  shares ($0.001 par value) outstanding                            $14.46
                                                                                   ======
</TABLE>

  *  Non-income producing security.
 **  Also,  cost for  Federal  income tax  purposes.  As of  December  31, 1995,
     unrealized   appreciation   for   Federal income  tax  purposes  aggregated
     $7,701,127  of  which  $8,918,979  related  to  appreciated  securities and
     $1,217,852  related to depreciated securities.
 (a) In  connection  with a spinoff,  the Fund is entitled to  contingent  value
     rights  by  holding  this  security.  Such  value  rights  will  allow  the
     purchase of shares of First  Data Corp. if certain  parameters are met.  At
     December 31, 1995, these rights had no market value.


See Notes to Financial Statements.

7

<PAGE>

STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995

                                 SMALL CAP FUND

INVESTMENT INCOME:
Income:
    Dividends                                                      $  123,461
                                                                   ----------
Expenses:
    Advisory fees                                                     179,340
    Administrative services fee                                        25,620
    Distribution expenses                                              23,699
    Audit fee                                                          22,810
    Legal fees                                                         18,604
    Co-administrative and shareholder servicing fees                   17,935
    Transfer agent fees                                                14,619
    Amortization of organizational costs                               11,305
    Trustees' fees and expenses                                         9,403
    Printing                                                            8,599
    Custodian fee                                                       3,619
    Miscellaneous expenses                                             11,161
                                                                   ----------
      Total expenses                                                  346,714
    Less expense waivers                                               (6,342)
                                                                   ----------
      Net expenses                                                    340,372
                                                                   ----------
    Net investment loss                                              (216,911)
                                                                   ----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
Net realized gain on investments                                    2,920,761
Net change in unrealized appreciation on investments                2,875,059
                                                                   ----------
Net gain on investments                                             5,795,820
                                                                   ----------
Net increase in net assets resulting from operations               $5,578,909
                                                                   ==========

See Notes to Financial Statements.

8

<PAGE>

STATEMENT OF CHANGES IN NET ASSETS

                                 SMALL CAP FUND

<TABLE>
<CAPTION>
                                                                                FOR THE               FOR THE
                                                                              YEAR ENDED            YEAR ENDED
                                                                           DECEMBER 31, 1995     DECEMBER 31, 1994
                                                                           -----------------     -----------------
<S>                                                                           <C>                   <C>
OPERATIONS:
     Net investment loss                                                      $  (216,911)          $  (147,610)
     Net realized gain (loss) on investments                                    2,920,761            (2,230,327)
     Net change in unrealized appreciation on investments                       2,875,059             1,830,241
                                                                              -----------           -----------
       Net increase (decrease) in net assets resulting from operations          5,578,909              (547,696)
                                                                              -----------           -----------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
       Net realized gain on investments                                        (1,004,447)                   --
                                                                              -----------           -----------
CAPITAL SHARE TRANSACTIONS:
     Proceeds from sales of 208,197 and 823,619 shares, respectively            3,111,609             9,625,604
     Net asset value of 225 shares issued in reinvestment of distributions             --                 2,763
     Payments for redemptions of 450,720 and 217,556 shares, respectively      (5,957,958)           (2,431,794)
                                                                              -----------           -----------
     Net increase (decrease) in net assets from capital share transactions     (2,846,349)            7,196,573
                                                                              -----------           -----------
     Net increase in net assets                                                 1,728,113             6,648,877
                                                                              -----------           -----------
NET ASSETS:

     Beginning of year                                                         24,307,579            17,658,702
                                                                              -----------           -----------
     End of year                                                              $26,035,692           $24,307,579
                                                                              ===========           ===========
</TABLE>

See Notes to Financial Statements.

9

<PAGE>

NOTES TO FINANCIAL STATEMENTS

     1.  SIGNIFICANT ACCOUNTING POLICIES

         Mariner  Small Cap 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 with
         multiple investment portfolios, including the Fund.

         SECURITIES  VALUATION:  Investments in securities traded on an exchange
         are valued at the last quoted sales price for 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, are distributed at least annually. On December 27, 1995,
         the Fund declared a capital gain dividend of $0.56 per share payable on
         January 4, 1996 to shareholders on record as of December 28, 1995.

         SECURITIES  TRANSACTIONS AND INVESTMENT INCOME:  Security  transactions
         are recorded on trade date. Identified cost of investments sold is used
         for both financial statements 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.

         ORGANIZATIONAL   COSTS:   Costs   incurred  in   connection   with  the
         organization of the Fund are being  amortized on a straight-line  basis
         over a five year period from the date operations commenced.

     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                                    $18,648,578
                Accumulated net realized loss on investments          (314,013)
                Net unrealized appreciation on investments           7,701,127
                                                                   -----------
                  Total net assets                                 $26,035,692
                                                                   ===========

         For the years ended December 31, 1995 and 1994,  the Fund  reclassified
         $216,911 and $147,610 from  accumulated  net investment loss to paid-in
         capital, respectively. Net assets were not affected by this change.

10

<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 $7,230,000 and $7,869,000, 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                                          0.700%
              In excess of $400 million but not exceeding $800 million            0.645%
              In excess of $800 million but not exceeding $1.2 billion            0.590%
              In excess of $1.2 billion but not exceeding $1.6 billion            0.535%
              In excess of $1.6 billion but not exceeding $2 billion              0.480%
              In excess of $2 billion                                             0.415%
</TABLE>

         HSBC Americas  retains  Investment  Concepts,  Inc. ("ICI") to serve as
         sub-adviser  to  the  Fund.  As  sub-adviser,  ICI  provides  micro-and
         macroeconomic  research,  advice and recommendations,  and economic and
         statistical  data, with respect to the Fund's  investments,  subject to
         the overall review by HSBC Americas and the Board of Trustees. ICI is a
         subsidiary of BancOklahoma Trust Company ("BOTC"). BOTC is a subsidiary
         of Bank of Oklahoma,  N.A.  ("BOK") which,  in turn, is a subsidiary of
         BOK Corporation.

         As compensation for its services,  HSBC Americas pays ICI a monthly fee
         at an annual rate not to exceed  0.50% of average net assets up to $400
         million.  The fee is reduced at several  breakpoints  for  average  net
         assets in excess of $400  million up to $2  billion,  at which point it
         becomes 0.290% of the average net assets in excess of $2 billion.

         For  the  year  ended   December  31,  1995,   HSBC   Americas   earned
         approximately   $179,300  in  advisory  fees,  of  which  approximately
         $128,100 was paid to ICI.

         As  administrator,  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
         $23,700,  net of waivers of  approximately  $1,900,  in  administrative
         services  fees.  Effective  March  1996,  PFPC  will be  terminated  as
         administrator and transfer agent for the Fund.

11

<PAGE>

NOTES TO FINANCIAL STATEMENTS (CONTINUED)


     4.  AGREEMENTS (CONTINUED)

         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's  shares  held  in the
         subaccounts of the Service Organizations.

         Effective  September 25, 1995, Bank of New York replaced Marine Midland
         Bank,  N.A.  ("Marine  Midland"),  an  affiliate  of  the  Advisor,  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 $3,000.

         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  $17,900.  Of that total,  HSBC Americas waived
         approximately $1,400 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% 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.

12

<PAGE>

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


                                 SMALL CAP FUND

<TABLE>
<CAPTION>
                                                                                                             FOR THE PERIOD
                                                                                                             JANUARY 4, 1993
                                                                         FOR THE              FOR THE        (COMMENCEMENT OF
                                                                       YEAR ENDED           YEAR ENDED        OPERATIONS) TO
                                                                    DECEMBER 31, 1995   DECEMBER 31, 1994   DECEMBER 31, 1993
                                                                    -----------------   -----------------   -------------------
<S>                                                                      <C>                <C>                 <C>    
Net asset value, beginning of period                                     $ 11.90            $ 12.29             $ 10.00
                                                                         -------            -------             -------
Income from Investment Operations:
     Net investment loss                                                  (0.12)              (0.07)              (0.05)
     Net realized and unrealized gain (loss)
       on investments                                                      3.24               (0.32)               2.42
                                                                         -------            -------             -------
     Total from investment operations                                       3.12              (0.39)               2.37
                                                                         -------            -------             -------
Less Distributions from:
     Net realized gain                                                     (0.56)                --               (0.08)
                                                                         -------            -------             -------
Net asset value, end of period                                           $ 14.46            $ 11.90             $ 12.29
                                                                         =======            =======             =======
Total Return (a)                                                           26.20%             (3.17%)             23.74%(c)
Ratios/Supplemental Data
     Net assets (000), end of period                                     $26,036            $24,308             $17,659
     Ratio of expenses (without fee waivers)
       to average net assets                                                1.35%              1.38%               1.58%(b)
     Ratio of expenses (with fee waivers ) to average 
       net assets                                                           1.33%              1.23%               1.12%(b)
     Ratios of net investment loss (without fee waivers)
       to average net assets                                               (0.87%)            (0.73%)             (0.97%)(b)
     Ratio of net investment loss (with fee waivers)
       to average net assets                                               (0.85%)            (0.68%)             (0.51%)(b)
     Portfolio turnover rate                                               29.86%             20.17%               5.96%(c)

<FN>
- -------------------
(a)  Exclusive of sales charge.
(b)  Annualized.
(c)  Not annualized.
</FN>
</TABLE>

See Notes to Financial Statements.

13

<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
     Small Cap 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, 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 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  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  Small Cap 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  periods,  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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