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

                                   FORM N-CSR

   CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number  811-6722
                                    ----------------------

                               The HomeState Group
                               -------------------
               (Exact name of registrant as specified in charter)

                   1703 Oregon Pike, Suite 101, Lancaster, PA
                   -------------------------------------------
        (Address of principal executive offices)           (Zip code)

                        Citco Mutual Fund Services, Inc.
                        --------------------------------

              83 General Warren Blvd., Suite 200, Malvern, PA 19355
              -----------------------------------------------------
                     (Name and address of agent for service)

Registrant's telephone number, including area code: 800-232-0224
                                                    ------------

Date of fiscal year end: 06/30/2005
                         ----------

Date of reporting period: 12/31/2004
                          ----------

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

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




ITEM 1.  REPORTS TO SHAREHOLDERS

The following is a copy of the Semi-Annual Report to Shareholders for the period
ended December 31, 2004 pursuant to Rule 30e-1 under the Investment Company Act
of 1940 (17 CFR 270.30e-1).


                                     [LOGO]
                                     EMERALD
                                     -------
                                  MUTUAL FUNDS

                               DRIVEN BY RESEARCH


                      SEMI-ANNUAL REPORT DECEMBER 31, 2004


                                  GROWTH FUND
                                 Class A: HSPGX
                                 Class C: HSPCX


                              BANK & FINANCE FUND
                                 Class A: HSSAX
                                 Class C: HSSCX


                                TECHNOLOGY FUND
                                 Class A: HSYTX
                                 Class C: HSYCX


================================================================================
EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT
- --------------------------------------------------------------------------------

                                                                February 7, 2005

Dear Shareholder:

             Market & Economic Review and Fund Performance Analysis

"Economic Outlook"

Many pundits have called 2004 "the Year of the Small Cap Stock," because small
caps outperformed large caps by a significant amount. But this wasn't really
accurate, as only a few sectors really added value during the year.

A CNBC commentator said it best at the end of the year when he stated that it
was really "the Year of the Commodity," as steel, copper, aluminum, and energy
stocks outperformed for the year. These cyclical stocks are very difficult for a
fundamental manager such as Emerald to overweight because they provide very
little added value. Their stock prices to a large extent are based on the value
of the commodity rather than differentiated growth drivers or value added
components, etc. The chart below illustrates the significance of the
appreciation in these groups during the year.

- --------------------------------------------------------------------------------
                                                4th Quarter 2004       FY 2004
- --------------------------------------------------------------------------------
Russell 2000 Growth - Energy                          11.28%            50.81%
- --------------------------------------------------------------------------------
Russell 2000 Growth -Materials                        11.81%            28.00%
- --------------------------------------------------------------------------------
Russell 2000 Growth -Oils                              6.26%            27.24%
- --------------------------------------------------------------------------------
S&P Sm Cap Oil & Gas Index                             0.36%            55.00%
- --------------------------------------------------------------------------------
S&P Sm Cap Metals Index                               14.42%            59.00%
- --------------------------------------------------------------------------------
S&P Sm Cap Steel Index                                16.13%            68.60%
- --------------------------------------------------------------------------------
S&P Sm Cap Materials Index                            11.98%            37.90%
- --------------------------------------------------------------------------------

While we often hear about the market's "wall of worry," the economy had to climb
its own wall in 2004. Higher energy prices, the continuous terrorist alerts,
Osama's tapes and threats, the unconventional continuation of the war in Iraq
and the absence of new tax cuts still couldn't stop the economy from growing at
a better than 4% rate. This was well above the 2.7% long-term average GDP growth
rate. For 2005, we will also face a lower dollar to offset the ever-expanding
trade deficit. A better than expected economy though must rely upon several of
these constraints being broken in 2005. At the end of the year, crude oil costs
dropped by more than $10 a barrel. Which of the other factors may turn positive
is conjecture at best.

One of the missing pieces of this recovery was employment growth. During the
year, the market's fixation on the monthly numbers certainly held back the
market until November. As we looked for a reason, we found a very high level of
continuing layoffs, especially in the manufacturing and technology industry. We
find this very unusual for this point in an economic recovery cycle. These
layoffs have the effect of offsetting the positive job growth which is occurring
in this economy. The fact is that many companies in these two sectors have yet
to grasp the reality of productivity gains of competitors and their worldwide
competition.


                                                                               1


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EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
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Companies that didn't, or couldn't, exhibit earnings recovery a year and a half
into the recovery had to finally bite the bullet and take the drastic action of
layoffs. While job growth has not been robust, these late stage laggards have
pressured the job creation side of the equation.

At the recent American Economic Association meeting, several economists
presented information that agrees with our conclusion that now, increased demand
can only be met by increasing this workforce. An increase of 200,000+ jobs
should continue to keep the consumer segment at least at parity. The economists
cited four industries - durable goods, manufacturers informational technology,
transportation, and professional and technical services (telecom fits here). In
their analysis, they cite the excessively long period of restructuring as a
result of the excessive bubble economy in the late 90's.

EMERALD GROWTH FUND



                                                 PERFORMANCE RESULTS FOR PERIODS ENDED DECEMBER 31, 2004
                                     -------------------------------------------------------------------------------------
                                                                    AVERAGE ANNUAL RETURN                          TOTAL
                                       TOTAL          ----------------------------------------------------        RETURNS
                                       RETURN          ONE          FIVE             TEN           SINCE           SINCE
FUND/INDEX                           SIX MONTHS        YEAR         YEARS           YEARS        INCEPTION       INCEPTION
- ----------                           ----------       -----         -----           -----        ---------       ---------
                                                                                                 
Emerald Growth
  Fund - Class A*
    At NAV                              3.98%          4.14%        -1.89%          13.23%         13.20%          357.02%
    At MOP                             -0.96%         -0.82%        -2.84%          12.68%         12.75%          335.26%
Russell 2000G Index                     8.16%         14.31%        -3.57%           7.12%          8.01%          157.30%
Russell 2000 Index                     10.83%         18.33%         6.61%          11.53%         12.05%          303.19%
Morningstar - Small Company
  Funds Index                           7.66%         11.95%         0.24%          12.59%         12.88%          341.30%


Past performance is no guarantee of future results. Emerald Growth Fund returns
at NAV do not include the effects of the Fund's Class A maximum 4.75% sales
charge; returns at MOP do. The Russell 2000 Index measures the performance
returns of 2000 small-cap companies. Investments cannot be made in an index. The
Morningstar Small-Company Funds Average represents 756, 402, 123 and 59
small-company funds, respectively, for total return without regard to sales
charges for the One Year, Five Year, Ten Year and Since Inception (10/1/92)
periods. All performance results assume reinvestment of dividends. As you review
the results above, please note that the Fund has invested in a variety of
initial public offerings (IPO's). The performance of IPO's may have a greater
impact on the performance results of a smaller fund, and may lessen as the
Fund's assets grow.

The fourth quarter brought with it a sorely needed rally, saving the year and
sending growth returns into the black. Post election the Russell 2000 increased
in excess of 14%, with strength experienced with double digit returns posted
across the majority of Russell 2000 Growth Sectors. Despite this rally, to say
2004 was a difficult year for fundamental managers is an understatement. Lehman
Brothers reported that 2004 was a hard year to outperform the Russell 2000 style
indices. Less than half of Growth or Value managers outperformed their
benchmark. They attribute the average underperformance to managers'
unwillingness to own enough Energy, Industrial or Material stocks, while owning
too much Technology. The Russell 2000 Technology sector posted a loss of 2.2%
for all of 2004. Emerald chose the latter and performance suffered as a result.


2


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EMERALD MUTUAL FUNDS
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We believe however that the tide may be turning, as the momentum in these
sectors began to wane during the fourth quarter in favor of Technology, Producer
Durables and Consumer Discretionary and while Emerald's performance continued to
lag the index this quarter, relative performance improved each month in the
quarter, culminating with greater than 90 basis points of outperformance in the
month of December. Strength in the Technology sector continued to build
throughout the quarter and was the greatest source of return, with Consumer
Discretionary a close second. Sources of weakness during the month included
Materials and Services and Healthcare. Within Materials and Services our
underperformance came both as a result of our relative underweight position
(Emerald portfolio's were underweight by approximately 50%) and the
underperformance of GrafTech (GTI), a manufacturer of natural and synthetic
graphite and carbon products, which declined 30% during the quarter. During its
Q3-04 conference call, management reported disappointing contract electrode
pricing for 2005 as average contract pricing came in at 8% lower than analysts
expectations. Our Healthcare exposure in the 4th quarter continued to be our
weakest relative performer. This sector cost us approximately 445 basis points
over the course of the year. Outside of those industry groups Emerald
experienced significant performance from companies such as Psychiatric Solutions
(PSYS) a provider of in-patient behavioral health care services which
appreciated 44% during the quarter and Visx (EYE) VISX, Incorporated. EYE shares
closed an up 2004 on a positive note as the October 2004 announcement that the
company is being acquired by Advanced Medical Optics (AVO - NYSE) drove a 25%
rise in the shares in Q4-04. The acquisition validated our positive viewpoint
regarding the company's leadership position in the laser vision correction
industry and the growth opportunities provided by the recently approved Custom
LASIK technology, as well as soon to be commercialized technologies for the
treatment of hyperopia and presbyopia.

Healthcare has remained difficult, with particular weakness in our biotechnology
and drugs and pharmaceutical holdings. Emerald has been struggling in this
segment since the beginning of third quarter, as the risk aversion of the market
place had already been placing pressure on the riskiest components of the
sector, biotech and drugs and pharmaceuticals. Combine the existing negative
market predisposition with the flu vaccine debacle and the withdrawal of Merck's
blockbuster drug Vioxx from the marketplace over safety concerns, and we have a
crisis of confidence in the FDA and an Agency in turmoil. The ripple effect of
which has created pro-forma concerns about not only the safety and efficacy of
existing drugs, but also the ability of these companies to obtain future FDA
approvals. The FDA has already been overwhelmed by the volume of NDA and BLA
applications as evidenced by the number of PDUFA extensions that have occurred
over the last six months and with these recent wrinkles we have become
increasingly concerned over the ability to get drugs to final approval and at
what cost. In light of these issues and the ongoing uncertainty Emerald has
reduced both its biotech and drugs and pharmaceutical holdings and in so doing
moved to an underweight position in healthcare. We aggressively reallocated
dollars during the course of the quarter into other sectors including Consumer
and Technology where we believe the risk/reward is more favorable. These moves
resulted in the improved performance on a month to month basis as we progressed
through the quarter. The biotech exposure that we have retained is focused on
areas of truly unmet medical needs, such as Telik (TELK) a biopharmaceutical
company that discovers, develops and commercializes small molecule drugs
addressing largely difficult cancers. The company currently has two drug
candidates Telcyta for solid tumors found in ovarian, lung and breast cancers.
It is products like this that we believe will remain a priority of the FDA as


                                                                               3


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EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

evidenced by the approvals of Sepracor's Lunesta and Genzyme/Bioenvision's
Clolar. Despite the broad difficulties, our investment philosophy remains
focused on companies with superior products and/or technology platforms
addressing a vast array of medical needs, where there are no real clinical
options and/or the existing drugs and devices provide little or no benefit.
Outside of biotech industry we remain committed to opportunities within medical
systems and instruments as well as certain opportunities within healthcare
services and facilities.

Portfolio returns improved as a result of the reallocation of assets as
Emerald's Technology holdings during the third quarter collectively outpaced the
index by 195 basis points. The greatest contributors to this strong performance
were:

      o     Micros (MCRS - NASDAQ), MCRS shares were our leading positive
            contributor in Q4, rising 56%. The bulk of the share price
            appreciation came in the weeks following the announcement of much
            better than expected FQ1-05 (Sep) financial results, in which MCRS
            reported y/y EPS growth of 100% and exceeded the sell-side consensus
            estimate by 52%. MCRS is the dominant provider of point of sale
            (POS) technology to the restaurant, lodging, and specialty retail
            industries. The company is seeing strength across all business
            segments driven by continued unit expansion within the restaurant
            industry, a cyclical rebound in the lodging industry, and the
            successful integration of the Datavantage acquisition in the
            specialty retail industry.

      o     Ixia (XXIA - NASDAQ), the leading supplier of networking test
            systems used in development and production. Its shares rose 44%
            during Q4. The stock received a boost in October from strong Q3
            results of record revenues (up 39% y-y) and record bookings. These
            results confirm a successful execution of the company's product
            expansion/diversification strategy and, we believe, are a precursor
            to further growth in 2005.

We were similarly rewarded in the reallocation of dollars into Consumer
Discretionary, netting approximately 200 basis points in outperformance in that
sector. Contributors to that outperformance included:

      o     Tempur-Pedic International (TPX) a manufacturer, marketer and
            distributor of visco-elastic foam mattresses and pillows. Sales in
            its most recent quarter grew nearly 50%, beating estimates by a wide
            margin as the company continues to expand its market presence,
            driving a 37% return for the quarter.

      o     American Eagle Outfitters (AEOS) a specialty retailer of apparel
            targeting teenagers. During the course of the 4th quarter, the
            company revised guidance higher two times, increasing its original
            earnings guidance by 30%. Upside was driven by double digit same
            store sales gain during the months of November and December. Shares
            of AEOS appreciated 28% in the quarter.

The December quarter was a strong quarter for Technology stocks as post-election
confidence and seasonal consumer market strength offset earlier concerns of the
economy and inventories. As stated above Emerald's Technology exposure increased
during the fourth quarter resulting in a 150 bps increase in our total exposure
bringing our overweight position to 416 basis points. As we enter 2005, we
believe there is the potential for continued volatility in the Technology sector
as the industry continues to deal with: off-shore production and service
outsourcing; higher growth in consumer electronics with higher price erosion
dynamics; the shift to a 2H semiconductor season; shrinking of the component
food chain; and continued global economic conditions. Despite this, Emerald
believes there are niche opportunities within a variety of industries. In
semiconductors


4


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EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

we believe there are growth opportunities in areas such as digital TVs and MP3
players as these products are still in the early adopter phase of a significant
product cycle. In semiconductor capital equipment, yield and cost improvements
have been validated at 300mm by Intel and others are helping to continue to
drive other semiconductor manufacturers to continue their transition to the next
generation process technologies 300mm/90nm. We remained focused on those
companies providing the tools for this transition. In the networking and telecom
industry we expect modest growth in corporate networking spending, and continued
infrastructure spending in Asia and Europe. During 2005, we believe there will
be a distinct growth in domestic infrastructure spending as the industry's
"triple play" strategy to offer voice, data, and video accelerates. We have
focused on suppliers of networking equipment targeting video-on-demand,
broadband and Internet telephony. Outside of chips and equipment as we look to
2005, we believe increased merger and acquisition activity will be a driving
catalyst for the IT Services and Software industry sector, as larger vendors
look to expand their current product offerings and expand their existing
customer base. Additionally, after spending much of 2004 testing for
Sarbanes-Oxley 404 compliance, we believe that many corporations will look to
automate many of their internal processes through the use of application
software.

The Financial sector is equal-weight relative to the index. We have maintained
our positioning within this sector as small cap banks continued to see market
share gains exhibited in both deposit and commercial loan growth. Throughout the
year the major task facing community banks was the replacement of mortgage
origination and refinancing with commercial real estate, C&I loans, or other
consumer loans based on the local specialty/niche that each institution has.
This is clearly visible in the loan growth seen in Emerald's holdings. Loan
growth from the second quarter to the third remained relatively stable at about
4.6%, which is significantly up from the first quarter, which posted 3.1% loan
growth. The pick-up in the second and third quarters was due to acquisitions and
growing commercial loan demand. This 4.6% quarter-over-quarter growth indicates
that the banks were able to successfully replace the mortgage origination and
refinancing loans with other types of loans. Had they failed at this, we would
have seen the loan growth fall off substantially. The additional increases to
the fed funds rate during the quarter should continue to improve most of the
community banks' net interest margins due to their asset sensitivity.
Additionally, we expect that the growth in C&I lending should continue as the
economy picks up steam and small businesses expand.

Consumer Discretionary currently is overweight relative to the index. Emerald is
currently overweight consumer discretionary by 280 basis points and has
increased our weighting by over 3 percent this quarter, as a result of
appreciation, increased weighting in several existing positions as well as the
initiation of several new positions. Within the sector we continue to be highly
diversified among several industry groups as we believe opportunities are abound
for companies providing the best products and services. In the last quarter we
added exposure to internet advertising, rental and leasing, home furnishings,
toys and commercial services, as well as beverages. Each company and each
exposure is subject to company specific dynamics that are driving their growth,
which we believe are independent in many ways of the more macro issues such as
the price of oil, rising interest rates, and the general volatility in consumer
confidence. In internet advertising, for example we believe the next major wave
of growth in Internet advertising will be branded advertising using rich media.
Branded advertising essentially refers to the delivery of TV-like advertisements
over the Internet. Branded advertising is being driven by advancements in rich
media technology, the proliferation of broadband Internet access


                                                                               5


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EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

making the efficient delivery of rich media possible, and the movement of
consumer "eyeballs" to the Internet. The Internet currently accounts for over
14% of media usage and accounts for only 3% of total advertising dollars. As a
result, we see a continuation of the shift of advertising toward the Internet.
Our focus is both on the leading content-oriented websites, which are the best
positioned to capture these dollars as well as the companies providing the ad
serving technology and related services.

Outside of the major economic sectors we have reduced our exposure to Energy
(under-weight) given the recent pullback in the price of oil, and have
maintained positions in Auto and Transportation (under-weight) and Materials and
Processing (under-weight).

In our third quarter commentary we talked about the macro events that continued
to depress growth stocks during the year. Two of these depressants appear to
have been removed (the uncertainty over the election) or reversed (the terrorism
premium in the price of energy). While we don't believe markets can change from
severe risk averseness to one embracing risk overnight the change in sentiment
nonetheless appears to be quite significant. Other risks remain in the forefront
of the market: the twin deficits, the risk of higher interest rates and the risk
that inflation will have a negative impact whenever raised by the bears. While
these all have some merit, we still believe the slope of the yield curve
indicates that the Fed has not tightened to the point of stalling the economy.
We will take these risks into account as we progress through the year.

Nonetheless, economic growth should continue its above trend growth track,
valuations aren't unreasonable and earnings growth while not accelerating is
anticipated to maintain a healthy rate of growth. All positives. We were on the
wrong side of the risk reduction trend that prevailed throughout the first 9
months of 2004. But trends don't last forever and the tide can change quickly as
witnessed by the overall good performance of growth stocks since Election
Day. Fundamental growth factors will once again be in favor and when this occurs
we believe our research and portfolio process will be rewarded.

EMERALD SELECT BANKING AND FINANCE FUND



                                                 PERFORMANCE RESULTS FOR PERIODS ENDED DECEMBER 31, 2004
                                     -------------------------------------------------------------------------------------
                                                                    AVERAGE ANNUAL RETURN                          TOTAL
                                       TOTAL          ----------------------------------------------------        RETURNS
                                       RETURN          ONE          THREE           FIVE           SINCE           SINCE
FUND/INDEX                           SIX MONTHS        YEAR         YEARS           YEARS        INCEPTION       INCEPTION
- ----------                           ----------       -----         -----           -----        ---------       ---------
                                                                                                 
Emerald Select Banking & Finance
   Fund - Class A*
     At NAV                            15.82%         20.70%        25.99%          21.61%         16.38%          230.05%
     At MOP                            10.33%         14.97%        23.97%          20.43%         20.43%          214.34%
Russell 2000 Index                     10.83%         18.33%        11.48%           6.61%          8.87%           94.76%
Morningstar - Specialty
   Financial Funds Index               11.14%         13.71%        10.78%          10.92%          N/A              N/A


*     Prior to 10/20/98 the Fund, called the Select Opportunities Fund, pursued
      a different objective.

Past performance is no guarantee of future results. The Select Banking and
Finance Fund returns at NAV do not include the effects of the Fund's Class A
maximum 4.75% sales charge; returns at MOP do. The Russell 2000 Index measures
the performance returns of 2000 similar-cap companies. Investments cannot be
made in an index. The Morningstar Financial Funds Average represents 125, 101,
66 and 22 financial services funds, for total return without regard to sales
charges for the One Year, Three Year and Five Year, and Since Inception
(2/18/97) periods respectively. All performance results assume reinvestment of
dividends.


6


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EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

Small cap banks continued to see market share gains exhibited in both deposit
and commercial loan growth. Throughout the year the major task facing community
banks was the replacement of mortgage origination and refinancing with
commercial real estate, C&I loans, or other consumer loans based on the local
specialty/niche that each institution has. This is clearly visible in the loan
growth seen in Emerald's holdings. Loan growth for Emerald holdings in the third
quarter remained relatively in line with second quarter growth at about 4.6%,
which is significantly up from first quarter growth of 3.1%. The pick-up in the
second and third quarters was due to acquisitions and growing commercial loan
demand. This 4.6% quarter-over-quarter growth indicates that the banks were able
to successfully replace the mortgage origination and refinancing loans with
other types of loans. Had they failed at this, banks would have seen the loan
growth fall off substantially.

The community banks offer excellent competitive advantages to their bigger
peers. Some of these advantages are:

      1)    Superior customer service - This is the best advantage a community
            bank has over a bigger bank. Employees at all levels of the bank
            know their customers by name and make sure they are taken care of.
            As technology continues to be an even greater part of our lives,
            personal service will never be replaced; people like to be known by
            name rather than their checking account number.

      2)    Superior asset quality - The personal service translates into better
            underwriting. Community bank lenders know their customers on a more
            personal level than a big bank can. This relationship between the
            community bank lender and the customer gives the lender a better
            understanding of the business, which translates into stronger
            underwriting.

      3)    Stable loan growth - Not only does the community bank benefit from
            the natural business growth in its market, it is also well
            positioned to pick up some additional loans from big bank customers
            that are not getting the superior customer service that they want.

      4)    Higher net interest margins - Big banks attract customers by
            offering low rates on loans and high rates on deposits. Community
            banks do not have to be as competitively priced due to their
            superior customer service. Higher margins translate into a
            stronger bottom line. Community banks under $2.5 billion in market
            cap, as a group, saw an increase of 3 basis points in their margin
            from the 2nd to 3rd quarter, ending at 3.99%. Banks above $2.5
            billion in market cap also saw a 3 bps increase in the margin, but
            the average was 44 bps lower at 3.55%.

The additional increases to the fed funds rate during the quarter should
continue to improve most of the community banks' net interest margins due to
their asset sensitivity. Additionally, Emerald expects that the growth in C&I
lending, which will further help margins, should continue as the economy picks
up steam and small businesses expand.

Asset quality continues to be a focal point for the entire banking sector. At
this point, ratios measuring asset quality have stabilized, coming off of their
continued improvement over the last several quarters. Nonperforming assets to
total assets for our holdings had a median of 29 bps in the third quarter, and
we are expecting fourth quarter results to be very similar. All banks, as a
group, saw asset quality stabilize at a median of 35 bps. This is seven points
higher than in the third quarter of 2003 and marks the fourth consecutive
quarter of stable or improving NPA/As. This is also the lowest level of NPA/As
since the fourth quarter of 2000. We expect that asset quality will continue to
remain strong in the projected future, and we continue to monitor this for each
of our holdings. The relationships that local lenders have with their customers
gives them a better pulse on the borrower's business; the bank can then adjust
for any changes ahead of any surprises.


                                                                               7


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EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

New York Attorney General Elliot Spitzer has created uncertainty in the
insurance sector due to his ongoing investigations into illegal and unethical
business practices, such as bid rigging. So far, Spitzer has brought criminal
charges on six insurance executives. He continues to pursue more individuals as
well as companies and no one is certain when the investigations will end. The
focus on the investigations was very evident from the third quarter earnings
conference calls. Many of the smaller companies tried to reassure investors that
they were not involved in any illegal practices. To add insult to injury, the
insurance sector also saw a decline in premium pricing as the competitive
environment increased. But again, the smaller names were not as susceptible
because many of them have a defined niche or they offer better service than
bigger insurers and can justify higher premiums. Banks continued to see merger
and acquisition activity during the fourth quarter with small deals dominating
most of the activity. For the year, Emerald held eleven banks that were
acquired, which contributed about one percentage point to our total return for
the year in the Bank & Finance Fund.

2004 posted about as many bank and thrift company deals as did 2003. However,
the average deal size almost doubled to $610 million. Higher deal multiples were
also up in 2004 over 2003. The average price/book deal multiple came up from
2.05x to 2.21x.

We expect M&A activity to continue, especially in areas like Texas and
California, where growth is strong and demographics are favorable. Texas, in
particular, has been a hot area for consolidation; everyone wants to be there,
and the easiest way to enter the market is through an acquisition. Emerald has
excellent exposure to the Texas market. As the state continues to prosper,
out-of-state companies will increase their desire to get into Texas, and will do
so most likely through acquisitions. Our Texas holdings will benefit either from
a takeout directly or from the market share opportunities available to our banks
from the disruption of an acquisition.

EMERALD SELECT TECHNOLOGY FUND



                                                 PERFORMANCE RESULTS FOR PERIODS ENDED DECEMBER 31, 2004
                                     -------------------------------------------------------------------------------------
                                                                    AVERAGE ANNUAL RETURN                          TOTAL
                                       TOTAL          ----------------------------------------------------        RETURNS
                                       RETURN          ONE          THREE           FIVE           SINCE           SINCE
FUND/INDEX                           SIX MONTHS        YEAR         YEARS           YEARS        INCEPTION       INCEPTION
- ----------                           ----------       -----         -----           -----        ---------       ---------
                                                                                                 
Emerald Select Technology
   Fund - Class A*
     At NAV                             4.77%         -4.84%        -4.33%          -21.33%        -0.89%           -6.24%
     At MOP                            -0.27%         -9.34%        -5.88%          -22.09%        -1.57%          -10.71%
Russell 2000 Index                     10.83%         18.33%        11.48%            6.61%         7.35%           64.51%
Russell 2000G Index                     8.16%         14.31%         5.79%           -3.57%         2.51%           17.96%
Morningstar - Specialty
   Technology Funds Index               3.06%          3.69%        -2.33%          -16.01%          N/A              N/A


As you review the results above, please note that the Fund has invested in a
variety of initial public offerings (IPO's). The performance of IPO's may have a
greater impact on the performance results of a smaller fund, and may lessen as
the Fund's assets grow. Past performance is no guarantee of future results.
Emerald Select Technology Fund returns at NAV do not include the effects of the
Fund's Class A maximum 4.75% sales charge; returns at MOP do. The Russell 2000
Index measures the performance returns of 2000 small-cap companies. Investments
cannot be made in an index. The Morningstar Technology Funds Average represents
309, 265, 125 and 56 technology funds, respectively, for total return without
regard to sales charges for the One Year, Three Year, Five Year and Since
Inception (10/31/97) periods. All performance results assume reinvestment of
dividends.


8


================================================================================
EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

The December quarter was a strong quarter for Technology stocks as post-election
confidence and seasonal consumer market strength offset earlier concerns of the
economy and inventories. During the same period, Emerald's Growth Fund rose
15.4%, and the Select Technology Fund rose 22.7%. This performance exceeded the
key indices:the Russell 2000 index, which was up 13.7%; the tech-weighted
NASDAQ, which was up 14.7%; and the Philadelphia Semiconductor (SOX) index;
which was up 12.8%. Even though Technology was relatively strong, most
technology segments underperformed the Russell 2000 index. Therefore, our
performance was the result of picking stocks that outperformed their respective
segments.

In general, the "best"performing segment was the computer and storage
segment, which was up 21%. However, large-cap companies were the primary
beneficiaries here, and small-cap companies were still impacted by strict IT
spending controls. The Software segment was flat with Q3 and was the weakest
segment. Other segments were up between 7% and 12%.

During the quarter, the enterprise software segment was positively impacted by
increased sales activity associated with the year-end budget flush and the
consolidation of larger software vendors (Oracle/Peoplesoft and
Symantec/VeriSign mergers). We believe that the execution issues that negatively
impacted many companies in both Q204 and Q304, abated somewhat, and the negative
implications associated with the distraction of Sarbanes-Oxley 404 testing were
less than we had originally feared.

Following weak performance during the first 9 months of 2004, the Semiconductor
segment somewhat rebounded as confidence grew of end-market demand.
Semiconductor Industry Association (SIA) data for November showed a year-to-year
growth of 18%, and slightly ahead of expectations. However, the rate of growth
is slowing. We believe that, because of the shift towards a consumer-driven
market for semiconductors, manufacturers' unit shipment growth will continue to
be strong, but this will be significantly offset by high price erosion.

The semiconductor capital equipment sector spent most of the fourth quarter
fighting a battle of perception with most companies citing poor visibility and a
"pause"in capital spending from the IC sector. With continued poor visibility
into early-2005, most analysts called an "end" to the cyclical upturn. Despite a
6% drop in gross billings in November from October, and after several months of
declining ratios, the aggregate book-to-bill ratio stabilized at 1.00 - with the
front-end improving to 1.04 (from 1.01) and the back-end ratio improved
significantly to 0.76 (from 0.65). The decline observed during the second half
of the year notwithstanding, semiconductor capital spending is expected to have
grown over 59% in 2004.

A number of our technology holdings outperformed their respective indices
including:

      o     Micros (MCRS - NASDAQ), MCRS shares were our leading positive
            contributor in Q4, rising 56%. The bulk of the share price
            appreciation came in the weeks following the announcement of much
            better than expected FQ1-05 (Sep) financial results, in which MCRS
            reported y/y EPS growth of 100% and exceeded the sell-side consensus
            estimate by 52%. MCRS is the dominant provider of point of sale
            (POS) technology to the restaurant, lodging, and specialty retail
            industries. The company is seeing strength across all business
            segments driven by continued unit expansion within the restaurant
            industry, a cyclical rebound in the lodging industry, and the
            successful integration of the Datavantage acquisition in the
            specialty retail industry. MCRS continues to benefit from a major
            system rollout with


                                                                               9


================================================================================
EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

            Intercontinental Hotels that should last through calendar 2005. In
            addition, the company recently a major contract with MGM MIRAGE to
            provide property management systems for all of the company's
            hotel/casinos in Nevada and Mississippi. We believe this contract
            will be a major financial contributor through 2006. Given the
            company's strong competitive position, the favorable outlook in each
            of its end markets, and the company's highly talented management
            team, we believe the stock's prospects for 2005 are promising.

      o     InterDigital Communications (IDCC - NASDAQ), whose shares returned
            close to 35% in Q4. IDCC designs, develops and licenses wireless
            technologies. IDCC earnings are derived from licensing of its
            technologies and therefore are closely tied to sales of wireless
            devices, most notably cellular phones. Shares rose during the
            quarter when IDCC raised its licensing revenue guidance by more than
            10%. IDCC shares moved higher on the news. The share price was
            driven further by rumors that one of its licensees might be
            interested in making a tender offer for IDCC. The company is also
            involved in arbitration in a number of intellectual property suits
            that if resolved in its favor, would result in earnings increases.
            One of the suits is scheduled to be adjudicated in January 2005.
            IDCC shares have continued to creep up in anticipation of what we
            believe will be a positive outcome

      o     Cognizant Technology Solutions (CTSH - NASDAQ), Cognizant is a
            leading provider of offshore IT services to Fortune 500 companies.
            Similar to other off-shore providers, Cognizant continues to see
            increased demand for its services as clients continue to look to
            lower operating cost by shifting application development and
            application management to India. Cognizant's unique business focus
            on servicing large strategic clients (defined as $5 to $20 million
            in potential annual revenues) and its strong delivery capabilities
            have enabled the company to achieve one of the highest gross margin
            amongst its peer group (45.6%) and maintain an operating margin
            above 19%.

      o     Virage Logic (VIRL - NASDAQ), a licensor of semiconductor IP, has
            been gaining design wins for the past two years that are now
            beginning to generate royalty revenues as those designs enter
            production. VIRL's shares appreciated 51% during Q4, driven by
            strong Q3 results. We believe the company's revenue will continue
            to accelerate during 2005 as royalty revenues increase, and as new
            products drive ongoing license revenues.

As we enter 2005, we believe there is the potential for continued volatility in
the Technology sector as the industry continues to deal with:off-shore
production and service outsourcing;higher growth in consumer electronics with
higher price erosion dynamics; shift to a 2H semiconductor season; shrinking of
the component food chain; and continued global economic conditions. Despite
this, each segment offers opportunities:

      o     Semiconductor segment: Semiconductor unit shipments are expected to
            grow in 2005, albeit at a lower rate than in 2004. Although the
            industry has learned to better manage inventories and to shrink the
            food chain with shorter lead-times, other industry factors are
            likely to cause ongoing concerns over excessive inventory. Entering
            the March quarter, we anticipate some manufacturers (especially
            those with a high focus on holiday seasonal consumer products) will
            be pressured because of reduced visibility. We will continue to
            focus on those semiconductor companies that are best positioned to
            grow with high growth markets where there is nearer-term shipments
            growth and reduced pricing pressures, i.e., digital TVs, MP3
            players.


10


================================================================================
EMERALD MUTUAL FUNDS
REPORT FROM MANAGEMENT -- CONTINUED
- --------------------------------------------------------------------------------

      o     Semiconductor Capital Equipment segment:The outlook for 2005 is
            cautious. Although capital spending is expected to decline by
            roughly 5%, momentum is expected to improve throughout the year.
            Fourth quarter results, reported in February, particularly guidance
            regarding the second quarter will have a significant impact on when
            momentum is expected to build. A strong holiday season and good
            semiconductor inventory reports will pull the expectations of a
            recovery further into the first half of 2005, while continued
            inventory issues and/or weak holiday sales could postpone a large
            scale recovery into the second half of 2005. In any scenario, it
            is Emerald's assertion that the downturn will not be as severe as
            has historically been the case and spending on advanced technologies
            will continue at a more robust pace, allowing companies focused on
            these segments to remain profitable at lower market spending
            levels.

      o     Computers and Storage segment:The high-end computer market,
            including servers and storage sub-systems, continues to show
            relative strength despite spending restrictions of major projects.
            As spending on Sarbanes-Oxley projects declines in 2005, we believe
            there will be resumption in major computer and storage project
            spending. Additionally, we anticipate some spending to support
            Sarbanes-Oxley compliance. We believe this will benefit certain
            component groups of companies including display semiconductor
            suppliers, although pricing pressures will high as vendors attempt
            to generate increased seasonal revenues through aggressive pricing.

      o     IT Software and Services segment:As we look to 2005, we believe that
            a driving catalyst for the sector will be will be increased merger
            and acquisition activity, as larger vendors look to expand their
            current product offerings and expand their existing customers
            base. Due to the current weakness of the US dollar, we believe that
            many companies' financial results will be positively impacted by
            favorable foreign currency exchange rates. Additionally, after
            spending much of 2004 testing for Sarbanes-Oxley 404 compliance, we
            believe that many corporations will look to automate many internal
            processes through the use of application software.

      o     Networking and Telecom segment:We expect continued modest corporate
            networking spending, and continued infrastructure spending in Asia
            and Europe. During 2005, we believe there will be a distinct growth
            in domestic infrastructure spending as the industry's "triple play"
            strategy to offer voice, data, and video accelerates. We will focus
            on suppliers of networking equipment targeting video-on-demand,
            broadband and Internet telephony.

      o     Contract Manufacturing segment: Although the trend towards
            outsourcing continues, Asian manufacturing is becoming a major
            factor. We will focus on companies with strong management teams that
            have consistently executed in difficult markets, and companies that
            have an executable strategy for Asia. This means either establishing
            an achievable presence in Asia, or growing domestic business through
            acquisition. We favor smaller manufacturers that offer
            differentiation by offering premium services.

Kenneth G. Mertz II, CFA
Chief Investment Officer
Co-Portfolio Manager - Emerald Growth Fund
Portfolio Manager - Emerald Select Banking & Finance Fund
Portfolio Manager - Emerald Select Technology Fund

Stacey L. Sears
Co-Portfolio Manager - Emerald Growth Fund


                                                                              11


================================================================================
EMERALD MUTUAL FUNDS
FUND PROFILES                                      DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

Emerald Growth Fund

- --------------------------------------------------------------------------------
                           Top Ten Portfolio Holdings
                               (% of Net Assets)
MICROS Systems, Inc.                                                      2.06%
Wesco International, Inc.                                                 1.80%
Airgas, Inc.                                                              1.46%
Avid Technology, Inc.                                                     1.46%
Guitar Center, Inc.                                                       1.41%
VISX, Inc.                                                                1.41%
Benchmark Electronics, Inc.                                               1.34%
American Eagle Outfitters, Inc.                                           1.29%
DiamondCluster International, Inc.                                        1.24%
Marvel Enterprises, Inc.                                                  1.23%
                                                                         -----
                                                                         14.70%
                                                                         =====

                           Portfolio Asset Allocation
                               (% of Net Assets)
Consumer Discretionary                                                   20.55%
Technology                                                               17.08%
Healthcare                                                               11.91%
Producer Durables                                                        10.81%
Financial Services                                                        7.25%
Energy                                                                    2.56%
Materials & Processing                                                    2.42%
Auto & Transportation                                                     1.59%
Short-Term Investments                                                    1.40%
Real Estate Investment Trust                                              0.74%
Other Assets less Liabilities, Net                                       23.69%
                                                                        ------
                                                                        100.00%
                                                                        ======
- --------------------------------------------------------------------------------

Emerald Banking and Finance Fund

- --------------------------------------------------------------------------------
                           Top Ten Portfolio Holdings
                               (% of Net Assets)
Commercial Capital Bancorp, Inc.                                          2.92%
Oak Hill Financial, Inc.                                                  2.82%
Main Street Banks, Inc.                                                   2.37%
Webster Financial Corp.                                                   2.37%
MB Financial Corp.                                                        2.31%
Sky Financial Group, Inc.                                                 2.28%
Texas Capital Bancshares, Inc.                                            2.23%
Alabama National Bancorp                                                  2.19%
Columbia Bancorp                                                          1.95%
Central Pacific Financial Corp.                                           1.94%
                                                                         -----
                                                                         23.38%
                                                                         =====

                           Portfolio Asset Allocation
                               (% of Net Assets)
Financial Services                                                       93.86%
Short-Term Investments                                                    5.50%
Real Estate Investment Trusts                                             1.38%
Other Assets and Liabilities, Net                                        -0.74%
                                                                        ------
                                                                        100.00%
                                                                        ======
- --------------------------------------------------------------------------------


12


================================================================================
EMERALD MUTUAL FUNDS
FUND PROFILES -- CONTINUED                         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

Emerald Technology Fund

- --------------------------------------------------------------------------------
                           Top Ten Portfolio Holdings
                               (% of Net Assets)
MICROS Systems, Inc.                                                      6.26%
Cognizant Technology Solutions Corp.                                      5.91%
Interdigital Communications Corp.                                         4.34%
Virage Logic Corp.                                                        4.27%
Telik, Inc.                                                               4.21%
The Medicines Company                                                     3.41%
Ansoft Corp.                                                              3.29%
Gen-Probe, Inc.                                                           3.27%
Opsware, Inc.                                                             3.06%
Siliconix, Inc.                                                           2.74%
                                                                         -----
                                                                         40.76%
                                                                         =====

                           Portfolio Asset Allocation
                               (% of Net Assets)
Technology                                                               62.71%
Healthcare                                                               13.99%
Producer Durables                                                        13.52%
Short-Term Investments                                                    9.00%
Consumer Discretionary                                                    6.59%
Other Assets less Liabilities, Net                                       -5.81%
                                                                        ------
                                                                        100.00%
                                                                        ======
- --------------------------------------------------------------------------------


                                                                              13


================================================================================
EMERALD MUTUAL FUNDS
EXPENSE INFORMATION                                DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

As a shareholder of the Emerald Mutual Funds, you incur two types of costs: (1)
transaction costs, including applicable sales charges and redemption fees; and
(2) ongoing costs, including management fees, distribution (12b-1) fees and
other Fund expenses. This example is intended to help you understand your
ongoing costs (in dollars) of investing in a Fund and to compare these costs
with the ongoing costs of investing in other funds. The Example is based on an
investment of $1,000 invested at the beginning of the (six-month) period and
held for the entire period July 1, 2004 through December 31, 2004.

Actual Expenses

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

Hypothetical Example For Comparison Purposes

The second section of the table below provides information about hypothetical
account values and hypothetical expenses based on the Fund's actual expense
ratio and an assumed rate of return of 5% per year before expenses, which is not
the Fund's actual return. The hypothetical account values and expenses may not
be used to estimate the actual ending account balance or expenses you paid for
the period. You may use this information to compare the ongoing costs of
investing in a Fund to other funds. To do so, compare this 5% hypothetical
example with the 5% hypothetical examples that appear in the shareholder reports
of the other funds. Please note that the expenses shown in the table are meant
to highlight your ongoing costs only and do not reflect any transactional costs,
such as sales charges (loads), redemption fees or exchange fees. Therefore, the
second section of the table is useful in comparing ongoing costs only, and will
not help you determine the relative total costs of owning different funds. In
addition, if these transactional costs were included, your costs would have been
higher.

EMERALD GROWTH



                                 BEGINNING ACCOUNT        ANNUALIZED EXPENSE      ENDING ACCOUNT       EXPENSES PAID
                                  VALUE 7/01/04          RATIO FOR THE PERIOD     VALUE 12/31/04     DURING THE PERIOD*
                                                                                               
Actual Return
- -----------------------------------------------------------------------------------------------------------------------
Based on actual return of:
- -----------------------------------------------------------------------------------------------------------------------
Class A       3.98%                  $1,000.00                    1.55%              $1,039.80             $ 7.97
- -----------------------------------------------------------------------------------------------------------------------
Class C       3.60%                   1,000.00                    2.20%               1,036.00              11.29
- -----------------------------------------------------------------------------------------------------------------------
Hypothetical Return
- -----------------------------------------------------------------------------------------------------------------------
Based on assumed 5% return
- -----------------------------------------------------------------------------------------------------------------------
Class A                               1,000.00                    1.55%               1,017.25               7.88
- -----------------------------------------------------------------------------------------------------------------------
Class C                               1,000.00                    2.20%               1,014.00              11.17
- -----------------------------------------------------------------------------------------------------------------------



14


================================================================================
EMERALD MUTUAL FUNDS
EXPENSE INFORMATION -- CONTINUED                   DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

EMERALD SELECT BANKING AND FINANCE



                                  BEGINNING ACCOUNT      ANNUALIZED EXPENSE     ENDING ACCOUNT         EXPENSES PAID
                                    VALUE 7/01/04       RATIO FOR THE PERIOD    VALUE 12/31/04      DURING THE PERIOD*
                                                                                               
Actual Return
- -----------------------------------------------------------------------------------------------------------------------
Based on actual return of:
- -----------------------------------------------------------------------------------------------------------------------
Class A          15.82%               $1,000.00                 1.72%              $1,158.20               $9.36
- -----------------------------------------------------------------------------------------------------------------------
Class C          15.46%                1,000.00                 2.37%               1,154.60               12.87
- -----------------------------------------------------------------------------------------------------------------------
Hypothetical Return
- -----------------------------------------------------------------------------------------------------------------------
Based on assumed 5% return
- -----------------------------------------------------------------------------------------------------------------------
Class A                                1,000.00                 1.72%               1,016.40                8.74
- -----------------------------------------------------------------------------------------------------------------------
Class C                                1,000.00                 2.37%               1,013.15               12.03
- -----------------------------------------------------------------------------------------------------------------------


EMERALD SELECT TECHNOLOGY



                                  BEGINNING ACCOUNT      ANNUALIZED EXPENSE     ENDING ACCOUNT         EXPENSES PAID
                                    VALUE 7/01/04       RATIO FOR THE PERIOD    VALUE 12/31/04      DURING THE PERIOD*
                                                                                               
Actual Return
- -----------------------------------------------------------------------------------------------------------------------
Based on actual return of:
- -----------------------------------------------------------------------------------------------------------------------
Class A          4.77%                $1,000.00                 2.58%              $1,047.70               $13.32
- -----------------------------------------------------------------------------------------------------------------------
Class C          4.43%                 1,000.00                 3.08%               1,044.30                15.87
- -----------------------------------------------------------------------------------------------------------------------
Hypothetical Return
- -----------------------------------------------------------------------------------------------------------------------
Based on assumed 5% return
- -----------------------------------------------------------------------------------------------------------------------
Class A                                1,000.00                 2.58%               1,012.10                13.08
- -----------------------------------------------------------------------------------------------------------------------
Class C                                1,000.00                 3.08%               1,009.60                15.60
- -----------------------------------------------------------------------------------------------------------------------


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

*     Expenses are equal to the Fund's annualized six-month expense ratios
      (excluding reimbursements) multiplied by the average account value over
      the period, multiplied by the number of days in the most recent fiscal
      half year (184) divided by 365 to reflect the one-half year period.


                                                                              15


================================================================================
EMERALD MUTUAL FUNDS -- GROWTH FUND
SCHEDULE OF INVESTMENTS                            DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

COMMON STOCKS -- 74.91%

AUTO & TRANSPORTATION -- 1.59%
    RAILROADS -- 0.51%
    Genesee & Wyoming, Inc.* .......................      31,200   $    877,656
                                                                   ------------

    TRUCKERS -- 1.08%
    Celadon Group, Inc.* ...........................      30,286        673,864
    Old Dominion Freight Line, Inc.* ...............      33,500      1,165,800
                                                                   ------------
                                                                      1,839,664
                                                                   ------------

    TOTAL AUTO & TRANSPORTATION ................................      2,717,320
                                                                   ------------

CONSUMER DISCRETIONARY -- 20.55%
    ADVERTISING AGENCIES -- 0.33%
    24/7 Real Media, Inc.* .........................     131,300        568,529
                                                                   ------------

    CONSUMER PRODUCTS -- 0.29%
    Collegiate Pacific, Inc. .......................      35,300        488,199
                                                                   ------------

    CONSUMER ELECTRONICS -- 0.61%
    Infospace, Inc.* ...............................      10,885        517,582
    iVillage, Inc.* ................................      84,804        524,089
                                                                   ------------
                                                                      1,041,671
                                                                   ------------

    EDUCATION SERVICES -- 0.35%
    Education Management Corp.* ....................      17,902        590,945
                                                                   ------------

    ENTERTAINMENT -- 0.96%
    Lions Gate Entertainment Corp.* ................      82,300        874,026
    Speedway Motorsports, Inc. .....................      19,600        767,928
                                                                   ------------
                                                                      1,641,954
                                                                   ------------

    HOUSEHOLD FURNISHINGS -- 1.07%
    Tempur-Pedic International, Inc.* ..............      86,090      1,825,108
                                                                   ------------

    RADIO & TV BROADCASTERS -- 0.63%
    XM Satellite Radio Holdings, Inc.* .............      28,600      1,075,932
                                                                   ------------

    RENTAL & LEASING SERVICES -- 2.41%
    Aaron Rents, Inc. ..............................      42,000      1,050,000
    Wesco International, Inc.* .....................     103,700      3,073,668
                                                                   ------------
                                                                      4,123,668
                                                                   ------------


16                                See accompanying Notes to Financial Statements


================================================================================
EMERALD MUTUAL FUNDS -- GROWTH FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    RESTAURANTS -- 1.71%
    Checker's Drive-In Restaurants, Inc.* ..........      19,600   $    262,640
    RARE Hospitality International, Inc.* ..........      51,652      1,645,633
    Sonic Corp.* ...................................      32,950      1,004,975
                                                                   ------------
                                                                      2,913,248
                                                                   ------------

    RETAIL -- 7.03%
    American Eagle Outfitters, Inc. ................      46,600      2,194,860
    Celebrate Express, Inc.* .......................      24,160        459,040
    Cost Plus, Inc.* ...............................      49,794      1,599,881
    Global Imaging Systems, Inc.* ..................      40,700      1,607,650
    Guitar Center, Inc.* ...........................      45,705      2,408,196
    Hibbett Sporting Goods, Inc.* ..................      54,167      1,441,384
    Linens 'N Things, Inc.* ........................      42,800      1,061,440
    MarineMax, Inc.* ...............................      11,100        330,336
    1-800-FLOWERS.COM, Inc.* .......................     105,835        890,072
                                                                   ------------
                                                                     11,992,859
                                                                   ------------

    BEVERAGE: SOFT DRINKS -- 0.58%
    Hansen Natural Corp.* ..........................      27,334        995,231
                                                                   ------------

    SERVICES: COMMERCIAL -- 3.35%
    DiamondCluster International, Inc.* ............     147,800      2,117,974
    Gevity HR, Inc. ................................      73,700      1,515,272
    Navigant Consulting, Inc.* .....................      78,300      2,082,780
                                                                   ------------
                                                                      5,716,026
                                                                   ------------

    TOYS -- 1.23%
    Marvel Enterprises, Inc.* ......................     102,650      2,102,272
                                                                   ------------

    TOTAL CONSUMER DISCRETIONARY ...............................     35,075,642
                                                                   ------------

ENERGY -- 2.56%
    MACHINERY: OIL WELL EQUIPMENT & SERVICES -- 1.51%
    Cal Dive International, Inc.* ..................      29,600      1,206,200
    Superior Energy Services* ......................      89,200      1,374,572
                                                                   ------------
                                                                      2,580,772
                                                                   ------------

    OIL: CRUDE PRODUCERS -- 1.05%
    Carrizo Oil & Gas, Inc.* .......................      20,002        226,023
    Edge Petroleum Corp.* ..........................      26,700        389,286


See accompanying Notes to Financial Statements                                17


================================================================================
EMERALD MUTUAL FUNDS -- GROWTH FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------
                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    Grey Wolf, Inc.* ...............................     112,000   $    590,240
    Pioneer Drilling Co.* ..........................      57,800        583,202
                                                                   ------------
                                                                      1,788,751
                                                                   ------------
    TOTAL ENERGY ...............................................      4,369,523
                                                                   ------------
FINANCIAL SERVICES -- 7.25%
    BANKS: REGIONAL -- 3.58%
    Columbia Bancorp ...............................      22,943        784,421
    Harleysville National Corp. ....................      22,880        608,608
    Main Street Banks, Inc. ........................      19,217        671,250
    MB Financial Corp. .............................      32,509      1,370,254
    Prosperity Bancshares, Inc. ....................      17,600        514,096
    Sun Bancorp, Inc.* .............................      37,346        932,903
    Texas Capital Bancshares, Inc.* ................      10,000        216,200
    Yardville National Bancorp .....................      29,600      1,014,096
                                                                   ------------
                                                                      6,111,828
                                                                   ------------
    FINANCIAL: MISCELLANEOUS -- 0.39%
    First Cash Financial Services* .................      12,100        323,191
    Prospect Energy Corp. ..........................      28,450        341,400
                                                                   ------------
                                                                        664,591
                                                                   ------------
    INSURANCE: MULTI-LINE -- 0.80%
    HCC Insurance Holdings, Inc. ...................      19,900        659,088
    Penn-America Group, Inc. .......................      47,080        710,908
                                                                   ------------
                                                                      1,369,996
                                                                   ------------
    INSURANCE: PROPERTY-CASUALTY -- 1.46%
    Philadelphia Consolidated Holding Co.* .........      19,440      1,285,762
    Selective Insurance Group ......................      27,400      1,212,176
                                                                   ------------
                                                                      2,497,938
                                                                   ------------
    SAVINGS & LOAN -- 1.02%
    Commercial Capital Bancorp, Inc.* ..............      74,801      1,733,887
                                                                   ------------
    TOTAL FINANCIAL SERVICES ...................................     12,378,240
                                                                   ------------
HEALTH CARE -- 11.91%
    BIOTECHNOLOGY RESEARCH & PRODUCTION -- 3.61%
    Bioenvision, Inc.* .............................      79,552        712,786
    Martek Biosciences Corp.* ......................      31,500      1,612,800
    Regeneration Technologies, Inc.* ...............      50,632        530,623
    Telik, Inc.* ...................................      93,905      1,797,342
    Vaxgen, Inc.* ..................................      89,000      1,513,000
                                                                   ------------
                                                                      6,166,551
                                                                   ------------


18                                See accompanying Notes to Financial Statements


================================================================================
EMERALD MUTUAL FUNDS -- GROWTH FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    DRUGS & PHARMACEUTICALS -- 2.90%
    Alkermes, Inc.* ................................      30,200   $    425,518
    KV Pharmaceutical Co.* .........................      61,686      1,360,176
    KOS Pharmaceuticals, Inc.* .....................      17,300        651,172
    Medicines Co., The* ............................      64,000      1,843,200
    Salix Pharmaceuticals Ltd.* ....................      37,950        667,540
                                                                   ------------
                                                                      4,947,606
                                                                   ------------
    ELECTRONICS: MEDICAL SYSTEMS -- 1.95%
    Cardiodynamics International Corp. .............      54,625        282,411
    EPIX Pharmaceuticals, Inc.* ....................      36,300        650,133
    VISX, Inc.* ....................................      92,900      2,403,323
                                                                   ------------
                                                                      3,335,867
                                                                   ------------
    HEALTH CARE SERVICES -- 0.73%
    LabOne, Inc.* ..................................      27,700        887,508
    Symbion, Inc.* .................................      16,474        363,746
                                                                   ------------
                                                                      1,251,254
                                                                   ------------
    HEALTH CARE FACILITIES -- 1.16%
    Psychiatric Solutions, Inc.* ...................      54,000      1,974,240
                                                                   ------------
    MEDICAL & DENTAL INSTRUMENTS & SUPPLIES -- 1.06%
    Gen-Probe, Inc.* ...............................       7,400        334,554
    Resmed, Inc.* ..................................      28,900      1,476,790
                                                                   ------------
                                                                      1,811,344
                                                                   ------------
    MISCELLANEOUS HEALTH CARE -- 0.50%
    Thermogenesis Corp.* ...........................     133,380        845,629
                                                                   ------------
    TOTAL HEALTH CARE ..........................................     20,332,491
                                                                   ------------
MATERIALS & PROCESSING -- 2.42%
    CHEMICALS -- 1.46%
    Airgas, Inc. ...................................      94,200      2,497,242
                                                                   ------------
    METALS AND MINERALS: MISCELLANEOUS -- 0.79%
    Brush Engineered Materials, Inc. ...............      12,900        238,650
    GrafTech International Ltd.* ...................     116,400      1,101,144
                                                                   ------------
                                                                      1,339,794
                                                                   ------------
    STEEL -- 0.17%
    Allegheny Technologies, Inc. ...................      13,400        290,378
                                                                   ------------
    TOTAL MATERIALS & PROCESSING ...............................      4,127,414
                                                                   ------------


See accompanying Notes to Financial Statements                                19


================================================================================
EMERALD MUTUAL FUNDS -- GROWTH FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

PRODUCER DURABLES -- 10.81%
    AEROSPACE -- 0.65%
    Environmental Tectonics, Inc.* .................     188,000   $  1,103,560
                                                                   ------------
    ELECTRICAL: INSTRUMENT GAUGES -- 0.49%
    Keithley Instruments, Inc. .....................      43,000        847,100
                                                                   ------------
    IDENTIFICATION CONTROL & FILTER -- 2.08%
    American Science & Engineering, Inc.* ..........      22,736        936,951
    ESCO Technologies, Inc.* .......................      25,800      1,977,570
    RAE Systems, Inc.* .............................      86,400        630,720
                                                                   ------------
                                                                      3,545,241
                                                                   ------------
    MACHINERY: INDUSTRIAL/SPECIALTY -- 2.62%
    Lincoln Electric Holdings, Inc. ................      22,606        780,811
    Kennametal, Inc. ...............................      34,400      1,712,088
    Paragon Technologies, Inc.* ....................     199,715      1,977,178
                                                                   ------------
                                                                      4,470,077
                                                                   ------------
    MACHINERY: SPECIALTY -- 1.96%
    Applied Films Corp.* ...........................      29,259        630,824
    Helix Technology Corp. .........................      28,082        488,346
    JLG Industries, Inc. ...........................      61,002      1,197,469
    Semitool, Inc.* ................................     111,648      1,036,093
                                                                   ------------
                                                                      3,352,732
                                                                   ------------
    MANUFACTURING -- 0.83%
    Met-Pro Corp. ..................................     106,366      1,414,668
                                                                   ------------
    PRODUCTION TECHNOLOGY EQUIPMENT -- 1.12%
    Brooks Automation, Inc. ........................      52,300        900,606
    Credence Systems Corp.* ........................      35,100        321,165
    Varian Semiconductor Equipment Associates, Inc.*      18,600        685,410
                                                                   ------------
                                                                      1,907,181
                                                                   ------------
    TELECOMMUNICATION EQUIPMENT -- 1.06%
    Interdigital Communications Corp.* .............      81,524      1,801,680
                                                                   ------------
    TOTAL PRODUCER DURABLES ....................................     18,442,239
                                                                   ------------
REAL ESTATE INVESTMENT TRUSTS -- 0.74%
    La Quinta Corp. ................................     139,400      1,267,146
                                                                   ------------

    TOTAL REAL ESTATE INVESTMENT TRUSTS ........................      1,267,146
                                                                   ------------


20                                See accompanying Notes to Financial Statements


================================================================================
EMERALD MUTUAL FUNDS -- GROWTH FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

TECHNOLOGY -- 17.08%
    COMPUTER SERVICES SOFTWARE -- 5.90%
    Ansoft Corp.* ..................................      41,222   $    832,684
    Citadel Security Software, Inc.* ...............      75,935        197,431
    Cognizant Technology Solutions Corp.* ..........      38,400      1,625,472
    Magma Design Automation, Inc.* .................      49,101        616,709
    MICROS Systems, Inc.* ..........................      44,972      3,510,514
    Niku Corp.* ....................................      23,300        469,728
    Opnet Technologies, Inc.* ......................      62,304        524,600
    Opsware, Inc.* .................................     130,200        955,668
    Progress Software Corp.* .......................      27,953        652,703
    Silicon Image, Inc.* ...........................      13,100        215,626
    Ultimate Software Group, Inc.* .................      37,100        470,428
                                                                   ------------
                                                                     10,071,563
                                                                   ------------
    COMMUNICATIONS TECHNOLOGY -- 3.54%
    Harmonic, Inc.* ................................     147,000      1,225,980
    Ixia* ..........................................     111,796      1,879,291
    Redback Networks, Inc.* ........................     119,200        638,912
    Seachange International, Inc.* .................      74,740      1,303,466
    Viasat, Inc.* ..................................      41,036        995,944
                                                                   ------------
                                                                      6,043,593
                                                                   ------------
    COMPUTER TECHNOLOGY -- 0.93%
    Mobility Electronics, Inc.* ....................      74,671        640,677
    M-Systems Flash Disk Pioneers* .................      32,424        639,401
    Simple Tech, Inc.* .............................      65,100        299,460
                                                                   ------------
                                                                      1,579,538
                                                                   ------------
    ELECTRICAL & ELECTRONICS -- 2.18%
    Benchmark Electronics, Inc.* ...................      66,850      2,279,585
    TTM Technologies* ..............................     112,400      1,326,320
    Universal Display Corp.* .......................      13,100        117,900
                                                                   ------------
                                                                      3,723,805
                                                                   ------------
    ELECTRONICS -- 3.12%
    Avid Technology, Inc.* .........................      40,300      2,488,525
    Flir Systems, Inc.* ............................      13,900        886,681
    II-VI, Inc.* ...................................      45,899      1,950,249
                                                                   ------------
                                                                      5,325,455
                                                                   ------------


See accompanying Notes to Financial Statements                                21


================================================================================
EMERALD MUTUAL FUNDS -- GROWTH FUND
SCHEDULE OF INVESTMENTS -- CONCLUDED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    ELECTRONICS: SEMI-CONDUCTORS -- 1.41%
    Excel Technology, Inc.* ........................       6,518   $    169,468
    Silicon Laboratories, Inc.* ....................       8,163        288,236
    Siliconix, Inc. ................................      21,221        774,354
    Virage Logic Corp. .............................      63,000      1,169,910
                                                                   ------------
                                                                      2,401,968
                                                                   ------------

    TOTAL TECHNOLOGY ...........................................     29,145,922
                                                                   ------------

    TOTAL COMMON STOCKS (COST $94,431,925) .....................    127,855,937
                                                                   ------------

WARRANTS -- 0.00%
    American Banknote Corp. -- Series 1,
    Expiration 10/01/2007, Strike $10.00 (a) ........         28             --
    American Banknote Corp. -- Series 2,
    Expiration 10/01/2007, Strike $12.50 (a) ........         28             --
                                                                   ------------

    TOTAL WARRANTS (COST $--) ..................................             --
                                                                   ------------

SHORT-TERM INVESTMENTS -- 1.40%
    First American Prime Obligations Fund, 1.82%+ ...  2,394,291      2,394,291
                                                                   ------------

    TOTAL SHORT-TERM INVESTMENTS (COST $2,394,291) .............      2,394,291
                                                                   ------------

TOTAL INVESTMENTS (COST $96,826,216) -- 76.31% .................    130,250,228

OTHER ASSETS AND LIABILITIES, NET -- 23.69%** ..................     40,427,799
                                                                   ------------

NET ASSETS -- 100.00% ..........................................   $170,678,027
                                                                   ============

*     Non-income producing security

**    The Schedule of Investments reflects $41 million in receivables posted
      12/31/04 not yet invested. Because there were a large portion of incoming
      assets not able to be invested on 12/31/04, the percent of Other Assets
      and Liabilities, Net, is unusually large at 23.69% and the percentage of
      all other Sectors and Industries are lower than if the fund was fully
      invested.

+     Variable rate security, the coupon rate shown represents the rate at
      December 31, 2004.


22                                See accompanying Notes to Financial Statements


================================================================================
EMERALD MUTUAL FUNDS -- SELECT BANKING AND FINANCE FUND
SCHEDULE OF INVESTMENTS                            DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

COMMON STOCKS - 95.24%

FINANCIAL SERVICES -- 93.86%
    BANKS: REGIONAL -- 72.13%
    Abigail Adams National Bancorp .................      94,531   $  1,825,398
    ACNB Corp. .....................................      15,000        388,500
    Alabama National Bancorp .......................      98,505      6,353,573
    Banc Corp. .....................................     200,591      1,652,870
    Bank of the Ozarks, Inc. .......................     121,740      4,142,812
    Boston Private Financial Holdings, Inc. ........     120,200      3,386,034
    BWC Financial Corp. ............................      21,582        486,890
    Camden National Corp. ..........................      78,000      3,073,980
    Capital Bank Corp. .............................      40,500        743,580
    Capital Corp of the West .......................      40,300      1,894,140
    Capital Crossing Bank* .........................     132,400      4,063,356
    Cardinal Financial Corp.* ......................     125,000      1,393,750
    Cascade Financial Corp. ........................     113,550      2,134,740
    Central Pacific Financial Corp.* ...............     155,146      5,611,636
    Chester Valley Bancorp .........................     144,041      3,160,692
    Classic Bancshares, Inc. .......................      22,430      1,001,275
    Coast Financial Holdings .......................      61,500      1,076,250
    Codorus Valley Bancorp, Inc. ...................      81,559      1,560,224
    Colonial Bancgroup, Inc. .......................     114,700      2,435,081
    Columbia Bancorp ...............................     164,812      5,634,922
    Community Banks, Inc. ..........................      69,748      1,964,104
    Dearborn Bancorp, Inc.* ........................      46,999      1,370,491
    Desert Community Bank ..........................      62,800      1,623,882
    East-West Bancorp, Inc. ........................      84,400      3,541,424
    ECB Bancorp, Inc. ..............................      24,500        731,815
    First Community Bancshares, Inc. ...............      23,690        854,735
    First Financial Bankshares, Inc. ...............      10,970        491,566
    First Midwest Bancorp, Inc. ....................      73,337      2,661,400
    First Oak Brook Bancshares, Inc. ...............     127,100      4,119,311
    First State Financial Corp.* ...................      24,700        321,594
    FNB Corp. ......................................      47,700      1,352,772
    Fulton Financial Corp. .........................      20,795        484,731
    GB&T Bancshares, Inc. ..........................       9,600        231,552
    Great Southern Bancorp, Inc. ...................     101,600      3,556,000
    Greater Bay Bancorp ............................      25,000        697,000
    Harleysville National Corp. ....................     145,647      3,874,210
    Harrington West Financial Group, Inc. ..........      50,400        923,580
    Heartland Financial USA, Inc. ..................     101,700      2,045,187


See accompanying Notes to Financial Statements                                23


================================================================================
EMERALD MUTUAL FUNDS -- SELECT BANKING AND FINANCE FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    Heritage Commerce Corp.* .......................      30,300   $    576,306
    IBERIABANK Corp. ...............................      82,899      5,501,178
    International Bancshares Corp. .................      51,070      2,011,137
    Lakeland Financial Corp. .......................      60,800      2,413,760
    Leesport Financial Corp.* ......................      48,110      1,207,560
    Legacy Bank of Harrisburg ......................      56,027        802,867
    Macatawa Bank Corp. ............................      31,355      1,012,453
    Main Street Banks, Inc. ........................     196,334      6,857,947
    MB Financial Corp. .............................     159,015      6,702,482
    Mercantile Bank Corp. ..........................     104,790      4,139,205
    Mercantile Bankshares Corp. ....................      89,100      4,651,020
    Northrim BanCorp, Inc. .........................     105,000      2,467,500
    Oak Hill Financial, Inc. .......................     210,300      8,157,537
    Partners Trust Financial Group, Inc. ...........     160,000      1,864,000
    Pennrock Financial Services Corp. ..............      28,965      1,127,028
    Pinnacle Financial Partners, Inc.* .............     102,500      2,318,652
    Princeton National Bancorp, Inc. ...............      66,400      1,922,280
    PrivateBancorp, Inc. ...........................      85,300      2,749,219
    Prosperity Bancshares, Inc. ....................     166,449      4,861,975
    S&T Bancorp, Inc. ..............................      38,491      1,450,726
    Security Bank Corp. ............................      64,700      2,588,000
    Sky Financial Group, Inc. ......................     230,034      6,595,075
    Smithtown Bancorp, Inc. ........................      28,300        898,525
    South Financial Group, Inc. ....................      78,442      2,551,718
    Southside Bancshares, Inc. .....................      80,378      1,836,641
    Southwest Bancorp, Inc. ........................     129,038      3,158,850
    Sterling Financial Corp. .......................     141,650      4,061,106
    Summit Bancshares, Inc. ........................      48,800      1,830,000
    Sun Bancorp, Inc. -- NJ* .......................     125,546      3,136,139
    Texas Capital Bancshares, Inc.* ................     299,420      6,473,460
    Texas United Bancshares, Inc. ..................      34,127        674,008
    Union Bankshares Corp. .........................     104,137      4,001,985
    United Community Banks, Inc. ...................     100,300      2,701,079
    Valley Bancorp* ................................       9,500        405,555
    Virginia Commerce Bancorp ......................      65,225      1,847,172
    Virginia Financial Group, Inc.* ................      55,200      2,023,632
    Webster Financial Corp. ........................     135,400      6,856,656
    Western Sierra Bancorp* ........................      50,600      1,940,763
    Wilshire Bancorp, Inc.* ........................     284,760      4,709,930
    Wintrust Financial Corp. .......................      30,000      1,708,800
    Yardville National Bancorp .....................      96,200      3,295,812
                                                                   ------------
                                                                    208,954,795
                                                                   ------------


24                                See accompanying Notes to Financial Statements


================================================================================
EMERALD MUTUAL FUNDS -- SELECT BANKING AND FINANCE FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    FINANCIAL DATA PROCESSING SERVICES -- 0.37%
    Tradestation Group* ............................     151,500   $  1,063,530
                                                                   ------------
    DIVERSIFIED FINANCIAL SERVICES -- 2.31%
    E*TRADE Group, Inc.* ...........................     202,500      3,027,375
    Legg Mason, Inc. ...............................      36,600      2,681,316
    Stifel Financial Corp.* ........................      46,333        970,676
                                                                   ------------
                                                                      6,679,367
                                                                   ------------
    FINANCIAL MISCELLANEOUS -- 3.33%
    Advanta Corp. ..................................     105,100      2,550,777
    First Cash Financial Services, Inc. ............      62,282      1,663,552
    Nicholas Financial, Inc. .......................      95,500      1,367,465
    Prospect Energy Corp. ..........................     106,100      1,273,200
    QC Holdings, Inc.* .............................     145,100      2,780,116
                                                                   ------------
                                                                      9,635,110
                                                                   ------------
    INSURANCE CARRIERS: MULTI-LINE -- 1.65%
    HCC Insurance Holdings, Inc. ...................     110,500      3,659,760
    Penn-America Group, Inc. .......................      73,500      1,109,850
                                                                   ------------
                                                                      4,769,610
                                                                   ------------
    INSURANCE CARRIERS: PROPERTY & CASUALTY -- 7.42%
    Donegal Group, Inc. ............................     129,600      2,971,728
    Erie Indemnity Co. .............................      27,400      1,440,418
    Navigators Group, Inc., The* ...................      78,700      2,369,657
    PartnerRe Ltd. .................................      29,000      1,796,260
    Philadelphia Consolidated Holding Co.* .........      72,600      4,801,764
    Selective Insurance Group, Inc. ................      62,179      2,750,799
    United Fire & Casualty Co. .....................     159,514      5,377,217
                                                                   ------------
                                                                     21,507,843
    INVESTMENT MANAGEMENT COMPANIES -- 1.61%
    Affiliated Managers Group, Inc.* ...............      69,000      4,674,060
                                                                   ------------
    SAVINGS & LOAN -- 5.04%
    BankAtlantic Bancorp, Inc. .....................      73,300      1,458,670
    Commercial Capital Bancorp, Inc. ...............     364,705      8,453,862
    Guaranty Federal Bancshares, Inc. ..............      52,000      1,250,912
    Pacific Premier Bancorp, Inc.* .................     187,600      2,487,576
    TierOne Corp. ..................................      38,500        956,725
                                                                   ------------
                                                                     14,607,745
                                                                   ------------

    TOTAL FINANCIAL SERVICES ...................................    271,892,060
                                                                   ------------


See accompanying Notes to Financial Statements                                25


================================================================================
EMERALD MUTUAL FUNDS -- SELECT BANKING AND FINANCE FUND
SCHEDULE OF INVESTMENTS -- CONCLUDED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

REAL ESTATE INVESTMENT TRUSTS -- 1.38%
    Entertainment Properties Trust .................      70,900   $  3,158,595
    Urstadt Biddle Properties, Inc. ................      50,000        852,500
                                                                   ------------

    TOTAL REAL ESTATE INVESTMENT TRUSTS ........................      4,011,095
                                                                   ------------

    TOTAL COMMON STOCKS (COST $203,633,027) ....................    275,903,155
                                                                   ------------
SHORT-TERM INVESTMENTS -- 5.50%
    Federated Treasury Obligations Fund + ..........   1,730,920      1,730,920
    First American Prime Obligations Fund, 0.75% + .  14,200,000     14,200,000
                                                                   ------------

    TOTAL SHORT-TERM INVESTMENTS (COST $15,930,920) ............     15,930,920
                                                                   ------------

TOTAL INVESTMENTS (COST $219,563,947) -- 100.74% ...............    291,834,075
                                                                   ------------

OTHER ASSETS AND LIABILITIES, NET -- (0.74)% ...................     (2,145,065)
                                                                   ------------

NET ASSETS -- 100.00% ..........................................   $289,689,010
                                                                   ============

*     Non-income producing security

+     Variable rate security, the coupon rate shown represents the rate at
      December 31, 2004.


26                                See accompanying Notes to Financial Statements


================================================================================
EMERALD MUTUAL FUNDS -- SELECT TECHNOLOGY FUND
SCHEDULE OF INVESTMENTS                            DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

COMMON STOCKS -- 96.81%

CONSUMER DISCRETIONARY -- 6.59%
    COMMERICAL INFORMATION SERVICE -- 1.37%
    Yahoo, Inc.* ...................................       1,400   $     52,752
                                                                   ------------
    CONSUMER ELECTRONICS -- 2.47%
    Google, Inc.* ..................................         200         38,620
    Verisign, Inc.* ................................       1,700         56,984
                                                                   ------------
                                                                         95,604
                                                                   ------------
    RADIO & T.V. BROADCASTERS -- 2.75%
    XM Satellite Radio Holdings, Inc.* .............       1,800         67,716
    DiamondCluster International, Inc.* ............       2,700         38,691
                                                                   ------------
                                                                        106,407
                                                                   ------------

    TOTAL CONSUMER DISCRETIONARY ...............................        254,763
                                                                   ------------

HEALTHCARE -- 13.99%
    BIOTECHNOLOGY RESEARCH & PRODUCTION -- 6.32%
    Martek Biosciences Corp.* ......................       1,600         81,920
    Telik, Inc.* ...................................       8,500        162,690
                                                                   ------------
                                                                        244,610
                                                                   ------------
    DRUGS & PHARMACEUTICALS -- 3.41%
    The Medicines Company* .........................       4,585        132,048
                                                                   ------------
    MEDICAL & DENTAL INSTRUMENTS & SUPPLIES -- 4.26%
    Gen-Probe, Inc.* ...............................       2,800        126,588
    Respironics, Inc.* .............................         700         38,052
                                                                   ------------
                                                                        164,640
                                                                   ------------

    TOTAL HEALTHCARE ...........................................        541,298
                                                                   ------------

PRODUCER DURABLES -- 13.52%
    ELECTRONICS: INSTRUMENTS GAUGES -- 1.12%
    Measurement Specialties, Inc.* .................       1,700         43,282
                                                                   ------------
    IDENTIFICATION CONTROL & FILTER -- 1.60%
    American Science & Engineering, Inc.* ..........       1,500         61,815
                                                                   ------------


See accompanying Notes to Financial Statements                                27


- --------------------------------------------------------------------------------
EMERALD MUTUAL FUNDS -- SELECT TECHNOLOGY FUND
SCHEDULE OF INVESTMENTS -- CONTINUED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    MACHINERY: SPECIALTY -- 3.63%
    Applied Films Corp.* ...........................       1,200   $     25,872
    Helix Technology Corp. .........................       1,900         33,041
    Semitool, Inc.* ................................       8,800         81,664
                                                                   ------------
                                                                        140,577
                                                                   ------------
    PRODUCTION TECHNOLOGY EQUIPMENT -- 1.81%
    Varian Semiconductor Equipment Associates, Inc.*       1,900         70,015
                                                                   ------------
    TELECOMMUNICATIONS EQUIPMENT -- 4.34%
    Interdigital Communications Corp.* .............       7,600        167,960
                                                                   ------------
    MISCELLANEOUS -- 1.02%
    ADE Corp.* .....................................       2,100         39,312
                                                                   ------------

    TOTAL PRODUCER DURABLES ....................................        522,961
                                                                   ------------

TECHNOLOGY -- 62.71%
    COMPUTER SERVICES & SOFTWARE -- 30.75%
    Ansoft Corp.* ..................................       6,300        127,260
    Citadel Security Software, Inc.* ...............      15,100         39,260
    Cognizant Technology Solutions Corp.* ..........       5,400        228,582
    Forgent Networks, Inc.* ........................      19,200         40,896
    Hyperion Solutions Corp.* ......................       1,700         79,254
    Magma Design Automation, Inc.* .................       1,700         21,352
    MICROS Systems, Inc.* ..........................       3,100        241,986
    Niku Corp.* ....................................       4,800         96,768
    Opnet Technologies, Inc.* ......................       4,800         40,416
    OPSWARE, Inc.* .................................      16,100        118,174
    Progress Software Corp.* .......................       3,600         84,060
    Silicon Image, Inc.* ...........................       2,800         46,088
    Ultimate Software Group, Inc.* .................       2,000         25,360
                                                                   ------------
                                                                      1,189,456
                                                                   ------------
    COMMUNICATIONS TECHNOLOGY -- 13.49%
    Harmonic, Inc* .................................      10,300         85,902
    Intervoice-Brite, Inc.* ........................       3,700         49,395
    Ixia* ..........................................       4,000         67,240
    Netgear, Inc.* .................................       4,200         76,398
    Redback Networks, Inc.* ........................      16,200         86,832
    Seachange International, Inc.* .................       4,900         85,456
    Viasat, Inc.* ..................................       2,900         70,383
                                                                   ------------
                                                                        521,606
                                                                   ------------


28                                See accompanying Notes to Financial Statements


================================================================================
EMERALD MUTUAL FUNDS -- SELECT TECHNOLOGY FUND
SCHEDULE OF INVESTMENTS -- CONCLUDED               DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

                                                                      MARKET
                                                        SHARES         VALUE
                                                        ------        ------

    ELECTRICAL & ELECTRONICS -- 2.38%
    Benchmark Electronics, Inc.* ...................       2,700   $     92,070
                                                                   ------------
    ELECTRONICS -- 7.00%
    Avid Technology, Inc.* .........................       1,300         80,275
    Flir Systems, Inc.* ............................         800         51,032
    II-VI, Inc.* ...................................       2,400        101,976
    Vishay Intertechnology, Inc.* ..................       2,500         37,550
                                                                   ------------
                                                                        270,833
                                                                   ------------
    ELECTRONICS: SEMICONDUCTORS -- 9.09%
    Silicon Laboratories, Inc.* ....................         600         21,186
    Siliconix, Inc.* ...............................       2,904        105,967
    Virage Logic Corp.* ............................       8,900        165,273
    Zebra Technologies Corp.* ......................       1,050         59,094
                                                                   ------------
                                                                        351,520
                                                                   ------------

    TOTAL TECHNOLOGY ...........................................      2,425,485
                                                                   ------------
    TOTAL COMMON STOCKS (COST $2,826,425) ......................      3,744,507
                                                                   ------------
SHORT-TERM INVESTMENTS -- 9.00%
    First American Prime Obligations Fund, 1.82%
    (COST $185,000) + ..............................     185,000        185,000
    Federated Treasury Obligations Fund, 1.51%
    (COST $163,257) + ..............................     163,257        163,257
                                                                   ------------

    TOTAL SHORT-TERM INVESTMENTS (COST $ 348,257) ..............        348,257
                                                                   ------------

TOTAL INVESTMENTS (COST $3,174,682) -- 105.81% .................      4,092,764
                                                                   ------------

OTHER ASSETS AND LIABILITIES, NET -- (5.81%) ...................       (224,805)
                                                                   ------------

NET ASSETS -- 100.00% ..........................................   $  3,867,959
                                                                   ============

*     Non-income producing security

+     Variable rate security, the coupon rate shown represents the rate at
      December 31, 2004


See accompanying Notes to Financial Statements                                29




========================================================================================================
EMERALD MUTUAL FUNDS
STATEMENTS OF ASSETS AND LIABILITIES                                       DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------------------------------

                                                                            SELECT            SELECT
                                                                         BANKING AND        TECHNOLOGY
                                                        GROWTH FUND      FINANCE FUND          FUND
                                                      --------------    --------------    --------------
                                                                                 
ASSETS
Investments in securities at market value (cost
  $96,826,216, $219,563,947 and $3,174,682,
  respectively) ...................................   $  130,250,228    $  291,834,075    $    4,092,764
Receivables:
  Capital shares sold .............................       41,437,106         2,039,715                --
  Investment securities sold ......................          103,130                --           119,211
  Dividends and interest ..........................           13,172           345,049               327
Other assets ......................................           36,194            54,695            16,984
                                                      --------------    --------------    --------------

    Total assets ..................................      171,839,830       294,273,534         4,229,286
                                                      --------------    --------------    --------------

LIABILITIES
Payables for:
  Capital shares redeemed .........................          407,562           261,246             1,925
  Investment securities purchased .................          626,436         4,064,812           350,673
  Advisory fee payable ............................           79,855           189,467             3,241
Accrued expenses and other liabilities ............           47,950            68,999             5,488
                                                      --------------    --------------    --------------
       Total liabilities ..........................        1,161,803         4,584,524           361,327
                                                      --------------    --------------    --------------
NET ASSETS ........................................   $  170,678,027    $  289,689,010    $    3,867,959
                                                      ==============    ==============    ==============

NET ASSETS CONSIST OF:
Paid in capital ...................................   $  139,304,934    $  214,688,733    $   11,394,360
Accumulated net realized gain/(loss) on investments       (1,279,885)        3,286,641        (8,402,671)
Accumulated net investment loss ...................         (771,034)         (556,492)          (41,812)
Net unrealized appreciation on investments ........       33,424,012        72,270,128           918,082
                                                      --------------    --------------    --------------
       Total net assets ...........................   $  170,678,027    $  289,689,010    $    3,867,959
                                                      ==============    ==============    ==============

CLASS A SHARES:
Net assets ........................................   $  156,979,673    $  177,943,596    $    3,380,002
                                                      ==============    ==============    ==============
Shares of beneficial interest issued and
  outstanding, no par value .......................       11,917,210         6,205,873           452,748
                                                      --------------    --------------    --------------
Net asset value and redemption price per share
  ($156,979,673 / 11,917,210 shares, $177,943,596
  / 6,205,873 shares and $3,380,002 / 452,748
  shares, respectively) ...........................   $        13.17    $        28.67    $         7.47
                                                      ==============    ==============    ==============
Maximum offering price per share1 ($13.17 / 0.9525,
  $28.67 / 0.9525 and $7.47 / 0.9525, respectively)   $        13.83    $        30.10    $         7.84
                                                      ==============    ==============    ==============

CLASS C SHARES:
Net assets ........................................   $   13,698,354    $  111,745,414    $      487,957
                                                      --------------    --------------    --------------
Shares of beneficial interest issued and
  outstanding, no par value .......................        1,070,804         3,992,843            66,712
                                                      --------------    --------------    --------------
Net asset value, offering and redemption price per
  share(2) ($13,698,354 / 1,070,804 shares,
  111,745,414 / 3,992,843 shares and $487,957 /
  66,712 shares, respectively) ....................   $        12.79    $        27.99    $         7.31
                                                      ==============    ==============    ==============


(1)   Net asset value plus sales charge of 4.75% of the offering price.

(2)   Redemption price per share may be reduced for any applicable contingent
      deferred sales charge.


30                                See accompanying Notes to Financial Statements




=======================================================================================================
EMERALD MUTUAL FUNDS
STATEMENTS OF OPERATIONS                                                  DECEMBER 31, 2004 (UNAUDITED)
- -------------------------------------------------------------------------------------------------------
                                                       FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2004
                                                                              SELECT          SELECT
                                                                            BANKING AND     TECHNOLOGY
                                                           GROWTH FUND     FINANCE FUND        FUND
                                                           ------------    ------------    ------------
INVESTMENT INCOME
                                                                                  
  Dividends ............................................   $    152,892    $  1,795,912    $        394
  Interest .............................................         25,708          44,628           2,253
                                                           ------------    ------------    ------------
       Total investment income .........................        178,600       1,840,540           2,647
                                                           ------------    ------------    ------------
EXPENSES
  Investment Advisory fees .............................        440,938       1,139,402          16,768
  12b-1 fees -- Class A ................................        183,877         253,980           7,239
  12b-1 fees -- Class C ................................         62,555         484,332           2,290
  Transfer agent, administration and fund accounting ...        145,480         298,987           4,146
  Professional fees ....................................         34,592          68,706           3,601
  Insurance expense ....................................         10,962          19,857             342
  Trustees' fees .......................................         10,020          20,546             285
  Reports to shareholders ..............................         11,134          22,828             317
  Proxy expense ........................................         12,830          28,681             386
  Federal and state registration fees ..................          9,264          14,503           5,539
  Custody fees .........................................         12,098          14,619           1,814
  Other ................................................         15,884          30,591           1,732
                                                           ------------    ------------    ------------
       Total expenses before fee waivers ...............        949,634       2,397,032          44,459
  Advisory fee waived ..................................             --              --              --
                                                           ------------    ------------    ------------
       Total expenses ..................................        949,634       2,397,032          44,459
                                                           ------------    ------------    ------------
Net Investment (Loss) ..................................       (771,034)       (556,492)        (41,812)
                                                           ------------    ------------    ------------
REALIZED AND UNREALIZED GAIN/(LOSS)
  ON INVESTMENTS
  Net realized gain/(loss) on investments ..............     (1,244,587)      3,440,033           8,712
  Change in unrealized appreciation on investments .....      6,928,536      33,064,339         192,213
                                                           ------------    ------------    ------------
  Net realized and unrealized gain/(loss) on investments      5,683,949      36,504,372         200,925
                                                           ------------    ------------    ------------

NET INCREASE IN NET ASSETS RESULTING
  FROM OPERATIONS ......................................   $  4,912,915    $ 35,947,880    $    159,113
                                                           ============    ============    ============



See accompanying Notes to Financial Statements                                31




=====================================================================================================================
EMERALD MUTUAL FUNDS
STATEMENTS OF CHANGES IN NET ASSETS
- ---------------------------------------------------------------------------------------------------------------------
FOR THE SIX-MONTH PERIOD ENDED DECEMBER 31, 2004 (UNAUDITED)
                                                                                         SELECT            SELECT
                                                                                       BANKING AND       TECHNOLOGY
                                                                     GROWTH FUND      FINANCE FUND          FUND
                                                                   --------------    --------------    --------------

OPERATIONS
                                                                                              
  Net investment loss ..........................................   $     (771,034)   $     (556,492)   $      (41,812)
  Net realized gain/(loss) on investments ......................       (1,244,587)        3,440,033             8,712
  Change in unrealized appreciation on investments .............        6,928,536        33,064,339           192,213
                                                                   --------------    --------------    --------------
          Net increase in net assets resulting
            from operations ....................................        4,912,915        35,947,880           159,113
                                                                   --------------    --------------    --------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
  Net investment income -- Class A .............................               --                --                --
  Net investment income -- Class C .............................               --                --                --
  Net realized capital gain -- Class A .........................       (2,630,169)       (4,974,573)               --
  Net realized capital gain -- Class C .........................         (325,503)       (3,519,861)               --
                                                                                     --------------    --------------
          Total dividends and distributions to shareholders ....       (2,955,672)       (8,494,434)               --
                                                                                     --------------    --------------
CAPITAL SHARE TRANSACTIONS
Net increase/(decrease) in net assets resulting from
 capital share transactions ....................................       43,055,794        40,850,213           (11,218)
                                                                   --------------    --------------    --------------
TOTAL INCREASE IN NET ASSETS ...................................       45,013,037        68,303,659           147,895
NET ASSETS
  Beginning of period ..........................................      125,664,990       221,385,351         3,720,064
                                                                   --------------    --------------    --------------
  End of period ................................................   $  170,678,027    $  289,689,010    $    3,867,959
                                                                   ==============    ==============    ==============
  Undistributed net investment income ..........................               --                --                --
                                                                   ==============    ==============    ==============


- ---------------------------------------------------------------------------------------------------------------------
FOR THE FISCAL YEAR ENDED JUNE 30, 2004
                                                                                         SELECT            SELECT
                                                                                       BANKING AND       TECHNOLOGY
                                                                     GROWTH FUND      FINANCE FUND          FUND
                                                                   --------------    --------------    --------------
OPERATIONS
                                                                                              
  Net investment loss ..........................................   $   (1,558,356)   $     (628,630)   $     (104,370)
  Net realized gain/(loss) on investments
    and securities sold short ..................................       14,486,056         9,555,944           615,631
  Change in unrealized appreciation/(depreciation)
    on investments and securities sold short ...................       10,180,503        26,712,754           192,271
                                                                   --------------    --------------    --------------
          Net increase in net assets
           resulting from operations ...........................       23,108,203        35,640,068           703,532
                                                                   --------------    --------------    --------------
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS FROM
  Net investment income -- Class A .............................               --           (20,232)               --
  Net investment income -- Class C .............................               --                --                --
  Net realized capital gain -- Class A .........................               --          (692,942)               --
  Net realized capital gain -- Class C .........................               --          (364,072)               --
                                                                   --------------    --------------    --------------
          Total dividends and distributions to shareholders ....               --        (1,077,246)               --
                                                                   --------------    --------------    --------------
CAPITAL SHARE TRANSACTIONS
  Net increase in net assets resulting from
    capital share transactions .................................       19,592,101        99,775,582           243,888
                                                                   --------------    --------------    --------------
TOTAL INCREASE IN NET ASSETS ...................................       42,700,304       134,338,404           947,420
NET ASSETS
  Beginning of period ..........................................       82,964,686        87,046,947         2,772,644
                                                                   --------------    --------------    --------------
  End of period ................................................   $  125,664,990    $  221,385,351    $    3,720,064
                                                                   ==============    ==============    ==============
  Undistributed net investment income ..........................               --                --                --
                                                                   ==============    ==============    ==============


32                                See accompanying Notes to Financial Statements




==================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
GROWTH FUND
                                                      FOR THE SIX-MONTH
                                                         PERIOD ENDED      FOR THE        FOR THE
                                                      DECEMBER 31, 2004  YEAR ENDED     YEAR ENDED
                                                         (UNAUDITED)    JUNE 30, 2004  JUNE 30, 2003
                                                           CLASS A         CLASS A        CLASS A
                                                          ----------     ----------     ----------
                                                                               
Net Asset Value, Beginning of Period .................    $    13.02     $    10.21     $    10.26
                                                          ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment loss ..................................         (0.07)(1)      (0.17)(1)      (0.10)(1)
Net realized and unrealized gain/(loss) on investments          0.53           2.98           0.05
                                                          ----------     ----------     ----------
  Total from investment operations ...................          0.46           2.81          (0.05)
                                                          ----------     ----------     ----------
LESS DISTRIBUTIONS
- ------------------
Distributions from net realized capital gain .........         (0.31)            --             --
                                                          ----------     ----------     ----------
Net Asset Value, End of Period .......................    $    13.17     $    13.02     $    10.21
                                                          ==========     ==========     ==========

Total Return* ........................................          3.98%(2)      27.52%         (0.49)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $  156,980     $  112,354     $   78,060
Ratio of expenses to average net assets ..............          1.55%(3)       1.57%          1.73%
Ratio of net investment (loss) to average net assets .         (1.23)%(3)     (1.34)%        (1.14)%
Portfolio turnover rate ..............................            35%            62%            79%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment loss per share represents net investment loss divided by
      the average shares outstanding throughout the period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.


See accompanying Notes to Financial Statements                                33




==================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
GROWTH FUND
                                                            FOR THE        FOR THE
                                                          YEAR ENDED     YEAR ENDED       FOR THE
                                                         JUNE 30, 2002  JUNE 30, 2001   YEAR ENDED
                                                            CLASS A       CLASS A**    JUNE 30, 2000
                                                          ----------     ----------     ----------
                                                                               
Net Asset Value, Beginning of Period .................    $    12.50     $    18.31     $    11.70
                                                          ----------     ----------     ----------

INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment loss ..................................         (0.10)(1)      (0.05)(1)      (0.12)
Net realized and unrealized gain/(loss) on investments         (2.14)         (1.58)          7.79
                                                          ----------     ----------     ----------
  Total from investment operations ...................         (2.24)         (1.63)          7.67
                                                          ----------     ----------     ----------
LESS DISTRIBUTIONS
- ------------------
Distributions from net realized capital gain .........            --          (41.8)         (1.06)
                                                          ----------     ----------     ----------
Net Asset Value, End of Period .......................    $    10.26     $    12.50     $    18.31
                                                          ==========     ==========     ==========

Total Return* ........................................        (17.92)%        (9.62)%       (66.58)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $   82,805     $  107,325     $  136,649
Ratio of expenses to average net assets ..............          1.62%          1.56%          1.45%
Ratio of net investment (loss) to average net assets .         (0.88)%        (0.40)%        (0.66)%
Portfolio turnover rate ..............................            61%            60%           102%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment loss per share represents net investment loss divided by
      the average shares outstanding throughout the period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.


34                                See accompanying Notes to Financial Statements




================================================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
GROWTH FUND
                                                      FOR THE SIX-MONTH
                                                         PERIOD ENDED   FOR THE YEAR   FOR THE YEAR   FOR THE YEAR   FOR THE YEAR
                                                      DECEMBER 31, 2004     ENDED          ENDED          ENDED         ENDED
                                                          (UNAUDITED)  JUNE 30, 2004  JUNE 30, 2003  JUNE 30, 2002  JUNE 30, 2001
                                                            CLASS C        CLASS C        CLASS C        CLASS C       CLASS C**
                                                          ----------     ----------     ----------     ----------     ----------
                                                                                                       
Net Asset Value, Beginning of Period .................    $    12.70     $    10.02     $    10.14     $    12.43     $    18.31
                                                          ----------     ----------     ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment loss ..................................         (0.11)(1)      (0.25)(1)      (0.16)(1)      (0.17)(1)      (0.13)(1)
Net realized and unrealized gain/(loss) on investments          0.51           2.93           0.04          (2.12)         (1.57)
                                                          ----------     ----------     ----------     ----------     ----------
  Total from investment operations ...................          0.40           2.68          (0.12)         (2.29)         (1.70)
                                                          ----------     ----------     ----------     ----------     ----------
LESS DISTRIBUTIONS
- ------------------
Distributions from net realized capital gain .........         (0.31)            --             --             --          (4.18)
                                                          ----------     ----------     ----------     ----------     ----------
Net Asset Value, End of Period .......................    $    12.79     $    12.70     $    10.02     $    10.14     $    12.43
                                                          ==========     ==========     ==========     ==========     ==========

Total Return* ........................................          3.60%(2)      26.75%         (1.18)%       (18.42)%       (10.08)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $   13,698     $   13,311     $    4,905     $    3,505     $    1,434
Ratio of operating expenses to average net assets ....          2.20%(3)       2.22%          2.39%          2.27%          2.21%
Ratio of net investment (loss) to average net assets .        (1.88)%(3)      (1.99)%        (1.81)%        (1.53)%        (1.05)%
Portfolio turnover rate ..............................            35%            62%            79%            61%            60%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment loss per share represents net investment loss divided by
      the average shares outstanding throughout the period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.


See accompanying Notes to Financial Statements                                35




==================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
SELECT BANKING AND FINANCE FUND
                                                      FOR THE SIX-MONTH
                                                         PERIOD ENDED     FOR THE        FOR THE
                                                      DECEMBER 31, 2004  YEAR ENDED     YEAR ENDED
                                                         (UNAUDITED)    JUNE 30, 2004  JUNE 30, 2003
                                                            CLASS A        CLASS A        CLASS A
                                                          ----------     ----------     ----------
                                                                               
Net Asset Value, Beginning of Period .................    $    25.74     $    19.89     $    18.36
                                                          ----------     ----------     ----------

INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment income ................................         (0.03)(1)      (0.03)(1)       0.03
Net realized and unrealized gain/(loss) on investments          3.95           6.07           1.84
                                                          ----------     ----------     ----------
  Total from investment operations ...................          3.92           6.04           1.87
                                                          ----------     ----------     ----------
LESS DIVIDENDS AND DISTRIBUTIONS
- --------------------------------
Dividends from net investment income .................            --          (0.01)            --
Dividends in excess of net investment income .........            --             --             --
Distributions from net realized capital gain .........         (0.99)         (0.18)         (0.34)
                                                          ----------     ----------     ----------
  Total dividends and distributions ..................         (0.99)         (0.19)         (0.34)
                                                          ----------     ----------     ----------
Net Asset Value, End of Period
                                                          $    28.67     $    25.74     $    19.89
                                                          ==========     ==========     ==========

Total Return* ........................................         15.82%(2)      30.53%         10.46%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $  177,944     $  133,136     $   59,565
Ratio of operating expenses to average net assets
  before reimbursement by Adviser and waivers ........          1.72%(3)       1.74%          1.97%
Ratio of operating expenses to average net assets
  after reimbursement by Adviser and waivers .........           n/a(4)         n/a(4)         n/a(4)
Ratio of net investment income/(loss) to average net
  assets before reimbursement by Adviser and waivers .         (0.20)%(3)     (0.13)%         0.20%
Ratio of net investment income/(loss) to average net
  assets after reimbursement by Adviser and waivers ..           n/a(4)         n/a(4)         n/a(4)
Portfolio turnover rate ..............................            10%            29%            47%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment income/(loss) per share represents net investment
      income/(loss) divided by the average shares outstanding throughout the
      period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.

(4)   Not applicable: no reimbursements were made by the Adviser.


36                                See accompanying Notes to Financial Statements




==================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
SELECT BANKING AND FINANCE FUND
                                                           FOR THE        FOR THE
                                                          YEAR ENDED     YEAR ENDED       FOR THE
                                                         JUNE 30, 2002  JUNE 30, 2001   YEAR ENDED
                                                           CLASS A        CLASS A**    JUNE 30, 2000
                                                          ----------     ----------     ----------
                                                                               
Net Asset Value, Beginning of Period .................    $    15.55     $    11.20     $    13.36
                                                          ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment income (loss) .........................          00.5(1)        0.18(1)        0.08
Net realized and unrealized gain/(loss) on investments          3.01           4.34          (2.20)
                                                          ----------     ----------     ----------
  Total from investment operations ...................          3.06           4.52          (2.12)
                                                          ----------     ----------     ----------
LESS DIVIDENDS AND DISTRIBUTIONS
- --------------------------------
Dividends from net investment income .................         (0.08)         (0.17)         (0.03)
Dividends in excess of net investment income .........            --             --          (0.01)
Distributions from net realized capital gain .........         (0.17)            --             --
                                                          ----------     ----------     ----------
  Total dividends and distributions ..................         (0.25)         (0.17)         (0.04)
                                                          ----------     ----------     ----------
Net Asset Value, End of Period .......................    $    18.36     $    15.55     $    11.20
                                                          ==========     ==========     ==========

Total Return* ........................................         19.96%         40.72%        (15.91)

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $   34,933     $   14,822     $   10,947
Ratio of operating expenses to average net assets
  before reimbursement by Adviser and waivers ........          2.26%          2.94%          2.60%
Ratio of operating expenses to average net assets
  after reimbursement by Adviser and waivers .........           n/a(4)        2.35%          2.35
Ratio of net investment income/(loss) to average net
  assets before reimbursement by Adviser and waivers .         (0.28)%         0.79%          0.51%
Ratio of net investment income/(loss) to average net
  assets after reimbursement by Adviser and waivers ..           n/a(4)        1.38%          0.76%
Portfolio turnover rate ..............................            27%            55%            46%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment income/(loss) per share represents net investment
      income/(loss) divided by the average shares outstanding throughout the
      period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.

(4)   Not applicable: no reimbursements were made by the Adviser.


See accompanying Notes to Financial Statements                                37




================================================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------------------------------------
FOR C SHARE OUTSTANDING THROUGHOUT EACH PERIOD
SELECT BANKING AND FINANCE FUND
                                                       FOR THE SIX-MONTH
                                                          PERIOD ENDED  FOR THE YEAR   FOR THE YEAR   FOR THE YEAR   FOR THE YEAR
                                                       DECEMBER 31, 2004    ENDED          ENDED          ENDED          ENDED
                                                          (UNAUDITED)   JUNE 30, 2004  JUNE 30, 2003  JUNE 30, 2002  JUNE 30, 2001
                                                            CLASS C        CLASS C        CLASS C        CLASS C       CLASS C**
                                                          ----------     ----------     ----------     ----------     ----------
                                                                                                       
Net Asset Value, Beginning of Period .................    $    25.23     $    19.62     $    18.24     $    15.47     $    11.20
                                                          ----------     ----------     ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment income/(loss) .........................         (0.11)(1)      (0.18)(1)      (0.08)(1)      (0.06)(1)       0.10(1)
Net realized and unrealized gain/(loss) on investments          3.86           5.97           1.80           3.00           4.34
                                                          ----------     ----------     ----------     ----------     ----------
  Total from investment operations ...................          3.75           5.79           1.72           2.94           4.44
                                                          ----------     ----------     ----------     ----------     ----------
LESS DIVIDENDS AND DISTRIBUTIONS
- --------------------------------
Dividends from net investment income .................            --             --             --             --          (0.17)
Distributions from net realized capital gain .........         (0.99)         (0.18)         (0.34)         (0.17)            --
                                                          ----------     ----------     ----------     ----------     ----------
  Total dividends and distributions ..................         (0.99)         (0.18)         (0.34)         (0.17)         (0.17)
                                                          ----------     ----------     ----------     ----------     ----------
Net Asset Value, End of Period .......................    $    27.99     $    25.23     $    19.62     $    18.24     $    15.47
                                                          ==========     ==========     ==========     ==========     ==========

Total Return* ........................................         15.46%         29.68%          9.69%         19.22%         40.00%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $  111,745     $   88,249     $   27,482     $    6,210     $      513
Ratio of operating expenses to average net assets
  before reimbursement by Adviser and waivers ........          2.37%(3)       2.39%          2.66%          2.91%          3.59%
Ratio of operating expenses to average net assets
  after reimbursement by Adviser and waivers .........           n/a(4)         n/a(4)         n/a(4)         n/a(4)        3.00%
Ratio of net investment income/(loss) to average net
  assets before reimbursement by Adviser and waivers .         (0.85)%(3)     (0.77)%        (0.43)%        (0.37)%         0.14%
Ratio of net investment income/(loss) to average net
  assets after reimbursement by Adviser and waivers ..           n/a(4)         n/a(4)         n/a(4)         n/a(4)        0.73%
Portfolio turnover rate ..............................            10%            29%            47%            27%            55%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment income/(loss) per share represents net investment
      income/(loss) divided by the average shares outstanding throughout the
      period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.

(4)   Not applicable: no reimbursements were made by the Adviser.


38                                See accompanying Notes to Financial Statements




==================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
SELECT TECHNOLOGY FUND
                                                      FOR THE SIX-MONTH
                                                         PERIOD ENDED      FOR THE        FOR THE
                                                      DECEMBER 31, 2004  YEAR ENDED     YEAR ENDED
                                                          (UNAUDITED)   JUNE 30, 2004  JUNE 30, 2003
                                                            CLASS A        CLASS A        CLASS A
                                                          ----------     ----------     ----------
                                                                               
Net Asset Value, Beginning of Period .................    $     7.13     $     5.64     $     5.38
                                                          ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment loss ..................................         (0.08)(1)      (0.19)(1)      (0.12)(1)
Net realized and unrealized gain/(loss) on investments          0.42           1.68           0.38
                                                          ----------     ----------     ----------
  Total from investment operations ...................          0.34           1.49           0.26
                                                          ----------     ----------     ----------
LESS DISTRIBUTIONS
- ------------------
Distributions from net realized capital gain .........            --             --             --
                                                          ----------     ----------     ----------
Net Asset Value, End of Period .......................    $     7.47     $     7.13     $     5.64
                                                          ==========     ==========     ==========

Total Return** .......................................          4.77%(2)      26.42%          4.83%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $    3,380     $    3,202     $    2,572
Ratio of operating expenses to average net assets
  before reimbursement by Adviser and waivers ........           n/a(4)        2.75%          4.99%
Ratio of operating expenses to average net assets
  after reimbursement by Adviser and waivers .........          2.58%(3)       2.74%          2.90%
Ratio of net investment (loss) to average net assets
  before reimbursement by Adviser and waivers ........           n/a(4)       (2.67)%        (4.78)%
Ratio of net investment (loss) to average net assets
  after reimbursement by Adviser and waivers .........        (2.43)%(3)      (2.65)%        (2.69)%
Portfolio turnover rate ..............................            67%            65%           151%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment loss per share represents net investment loss divided by
      the average shares outstanding throughout the period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.

(4)   Not applicable: no reimbursements were made by the Adviser.


See accompanying Notes to Financial Statements                                39




==================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------
FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
SELECT TECHNOLOGY FUND
                                                            FOR THE        FOR THE
                                                          YEAR ENDED     YEAR ENDED       FOR THE
                                                         JUNE 30, 2002  JUNE 30, 2001   YEAR ENDED
                                                            CLASS A       CLASS A**    JUNE 30, 2000
                                                          ----------     ----------     ----------
                                                                               
Net Asset Value, Beginning of Period .................    $    12.15     $    29.59     $    12.17
                                                          ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment loss ..................................         (0.20)(1)      (0.43)(2)      (0.55)(1)
Net realized and unrealized gain/(loss) on investments         (6.15)        (13.01)         18.62
                                                          ----------     ----------     ----------
  Total from investment operations ...................         (6.35)        (13.44)         18.07
                                                          ----------     ----------     ----------
LESS DISTRIBUTIONS
- ------------------
Distributions from net realized capital gain .........         (0.42)         (4.00)         (0.65)
                                                          ----------     ----------     ----------
Net Asset Value, End of Period .......................    $     5.38     $    12.15     $    29.59
                                                          ==========     ==========     ==========

Total Return** .......................................        (53.76)%       (51.80)%       148.95%

RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in 000s) ..................    $    3,132     $    8,054     $   19,390
Ratio of operating expenses to average net assets
  before reimbursement by Adviser and waivers ........          4.66%          3.41%          2.67%
Ratio of operating expenses to average net assets
  after reimbursement by Adviser and waivers .........          2.90%          2.90%           n/a(4)
Ratio of net investment (loss) to average net assets
  before reimbursement by Adviser and waivers ........         (4.26)%        (2.76)%        (2.17)%
Ratio of net investment (loss) to average net assets
  after reimbursement by Adviser and waivers .........         (2.50)%        (2.25)%          n/a(4)
Portfolio turnover rate ..............................           249%           193%           199%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment loss per share represents net investment loss divided by
      the average shares outstanding throughout the period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.

(4)   Not applicable: no reimbursements were made by the Adviser.


40                                See accompanying Notes to Financial Statements




================================================================================================================================
EMERALD MUTUAL FUNDS
FINANCIAL HIGHLIGHTS -- CONTINUED
- --------------------------------------------------------------------------------------------------------------------------------
FOR C SHARE OUTSTANDING THROUGHOUT EACH PERIOD
SELECT TECHNOLOGY FUND
                                                      FOR THE SIX-MONTH
                                                         PERIOD ENDED   FOR THE YEAR   FOR THE YEAR   FOR THE YEAR   FOR THE YEAR
                                                      DECEMBER 31, 2004     ENDED          ENDED          ENDED          ENDED
                                                          (UNAUDITED)   JUNE 30, 2004  JUNE 30, 2003  JUNE 30, 2002  JUNE 30, 2001
                                                            CLASS C        CLASS C        CLASS C        CLASS C       CLASS C**
                                                          ----------     ----------     ----------     ----------     ----------
                                                                                                       
Net Asset Value, Beginning of Period .................    $     7.00     $     5.56     $     5.33     $    12.10     $    29.59
                                                          ----------     ----------     ----------     ----------     ----------
INCOME FROM INVESTMENT OPERATIONS
- ---------------------------------
Net investment loss ..................................         (0.09)(1)      (0.22)(1)      (0.15)(1)      (0.24)(1)      (0.37)
Net realized and unrealized gain/(loss) on investments          0.40           1.66           0.38          (6.11)        (13.12)
                                                          ----------     ----------     ----------     ----------     ----------
  Total from investment operations ...................          0.31           1.44           0.23          (6.35)        (13.49)
                                                          ----------     ----------     ----------     ----------     ----------
LESS DISTRIBUTIONS
- ------------------
Distributions from net realized capital gain .........            --             --             --          (0.42)         (4.00)
                                                          ----------     ----------     ----------     ----------     ----------
Net Asset Value, End of Period .......................    $     7.31     $     7.00     $     5.56     $     5.33     $    12.10
                                                          ==========     ==========     ==========     ==========     ==========

Total Return* ........................................          4.43%(2)      25.90%          4.32%        (53.99)%       (52.00)%

RATIOS/SUPPLEMENTAL DATA
Net assets, end of period (in 000s) ..................    $      488     $      518     $      201     $       89     $      301
Ratio of operating expenses to average net assets
  before reimbursement by Adviser and waivers ........           n/a(4)        3.25%          5.49%          5.16%          3.91%
Ratio of operating expenses to average net assets
  after reimbursement by Adviser and waivers .........          3.08%(3)       3.24%          3.40%          3.40%          3.40%
Ratio of net investment (loss) to average net assets
  before reimbursement by Adviser and waivers ........        n/a(4)          (3.17)%        (5.28)%        (4.76)%        (3.26)%
Ratio of net investment (loss) to average net assets
  after reimbursement by Adviser and waivers .........        (2.92)%(3)      (3.15)%        (3.19)%        (3.00)%        (2.75)%
Portfolio turnover rate ..............................            67%            65%           151%           249%           193%


*     Total return assumes dividend reinvestment and does not reflect the effect
      of sales charges.

**    On July 1, 2000, the Class C Shares went effective and the existing class
      of shares was designated Class A Shares.

(1)   Net investment loss per share represents net investment loss divided by
      the average shares outstanding throughout the period.

(2)   Aggregate total return, not annualized.

(3)   Annualized.

(4)   Not applicable: no reimbursements were made by the Adviser.


See accompanying Notes to Financial Statements                                41


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS                      DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 1 -- DESCRIPTION OF FUNDS

      The HomeState Group (the "Trust"), an open-end management investment
      company, was established as a Pennsylvania common law trust on August 26,
      1992, and is registered under the Investment Company Act of 1940, as
      amended. The Trust has established three series: the Emerald Growth Fund,
      the Emerald Select Banking and Finance Fund and the Emerald Select
      Technology Fund (each a "Fund" and collectively, the "Funds").

      The Emerald Growth Fund commenced operations on October 1, 1992. The
      investment objective of the Fund is long-term growth of capital through
      capital appreciation. To pursue its objective, the Fund will invest at
      least 80% of its total assets in a diversified portfolio of common stocks,
      preferred stocks and securities convertible into common and preferred
      stocks. Prior to July 1, 2001, the Fund was named the HomeState
      Pennsylvania Growth Fund and had a narrower investment objective.

      The Emerald Select Banking and Finance Fund commenced operations on
      February 18, 1997. The investment objective of the Fund is long-term
      growth through capital appreciation. Income is a secondary objective. To
      pursue its objective, the Fund will invest at least 80% of its total
      assets in a diversified portfolio of banking and financial services
      companies. Prior to October 20, 1998, the Fund was named the HomeState
      Select Opportunities Fund and had a different investment objective.

      The Emerald Select Technology Fund commenced operations on October 31,
      1997. The investment objective of the Fund is to seek capital appreciation
      by investing in a non-diversified portfolio of equity securities of public
      companies in the technology sector. To pursue its objective, the Fund will
      invest at least 80% of its total assets in such companies. Prior to
      February 29, 2000, the Fund was named HomeState Year 2000 Fund and had a
      narrower investment objective.

      The Funds issued a second class of shares, Class C Shares, and renamed the
      initial class as Class A Shares on July 1, 2000. The two classes differ
      principally in their respective distribution expenses and arrangements as
      well as their respective sale and contingent deferred sales charge
      arrangements. Both classes of shares have identical rights to earnings,
      assets and voting privileges, except for class specific expenses and
      exclusive rights to vote on matters affecting only individual classes.

      Class A Shares are subject to an initial sales charge of 4.75% imposed at
      the time of purchase. Class C Shares were subject to an initial sales
      charge of 1.00% imposed at the time of purchase, as well as a contingent
      deferred sales charge ("CDSC") for redemptions made within one year of
      purchase, in accordance with the Fund's prospectus. The CDSC is 1.00% of
      the lesser of the current market value or the cost of shares being
      redeemed. Effective April 1, 2004, the Board of Trustees authorized the
      elimination of the 1.00% initial sales charge on the Class C shares.

      Certain funds invest a high percentage of their assets in specific sectors
      of the market, especially technology, banking and financial. As a result,
      the economic and regulatory developments in a particular sector of the
      market, positive or negative, have a greater impact on the fund's net
      asset value and will cause its shares to fluctuate more than if the fund
      did not concentrate in investments in a particular sector.


42


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES

      The following is a summary of significant accounting policies followed by
      the trust:

      SECURITY VALUATION -- Investment securities and securities sold short
      traded on a national securities exchange are valued at the last reported
      sales price on the security's principal exchange, which is usually at 4:00
      p.m. Eastern time, unless there are no transactions on the valuation date,
      in which case they are valued at the mean between the closing asked and
      bid prices. Securities traded over-the-counter are valued at the last
      reported sales price unless there is no reported sales price, in which
      case the mean between the closing asked and bid price is used. Investments
      in open-ended registered investment companies are valued at their net
      asset value each business day. An option contract is valued at the last
      sales price as quoted on the principal exchange on which such option is
      traded, or in the absence of a sale, the mean between the last bid and ask
      prices. Debt securities with maturities of sixty days or less are valued
      at amortized cost, which approximates market value. Where market
      quotations are not readily available, securities are valued using methods,
      which the Board of Trustees believe, in good faith, accurately reflects
      their fair value.

      INCOME RECOGNITION -- Interest income is accrued as earned. Dividend
      income and expense for securities sold short is recorded on the
      ex-dividend date. Income, expense (other than expenses attributable to a
      specific class) and realized and unrealized gains or losses on investments
      are allocated to each class of shares based on the fair value of settled
      shares. Expenses that are directly related to one of the Funds are charged
      directly to that Fund. Other operating expenses are prorated to the Funds
      on the basis of relative net assets. All discounts and premiums on fixed
      income securities are amortized on the effective interest method for tax
      and financial reporting purposes.

      SECURITIES TRANSACTIONS -- Security transactions are accounted for on the
      trade date. Realized gains and losses on securities sold are determined
      using the first-in, first-out (FIFO) cost method.

      DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS -- Dividends and distributions
      to shareholders, which are determined in accordance with federal tax
      regulations, are recorded on the ex-dividend date. Net gains realized from
      securities transactions and dividends from net investment income, if any,
      would normally be distributed to shareholders in August and December. The
      Funds may utilize earnings and profits distributed to shareholders on
      redemptions of shares as part of the dividends paid deduction.

      USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS -- The
      preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amount of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported
      amounts of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.

      OPTION WRITING/PURCHASING -- The Emerald Select Banking and Finance Fund
      and the Emerald Select Technology Fund may write or purchase financial
      options contracts solely for the purpose of hedging their existing
      portfolio securities, or securities that the funds intend to purchase,
      against fluctuations in


                                                                              43


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

      fair value caused by changes in prevailing market interest rates. When the
      funds write or purchase an option, an amount equal to the premium received
      or paid by the funds is recorded as a liability or an asset and is
      subsequently adjusted to the current market value of the option written or
      purchased. Premiums received or paid from writing or purchasing options,
      which expire unexercised, are treated by the funds on the expiration date
      as realized gains or losses. The difference between the premium and the
      amount paid or received on effecting a closing purchase or sale
      transaction, including brokerage commissions, is also treated as a
      realized gain or loss. If an option is exercised, the premium paid or
      received is added to the cost of the purchase or proceeds from the sale in
      determining whether the funds have realized a gain or loss on investment
      transactions. Risks arise from entering into written option transactions
      from the potential inability of counterparties to meet the terms of the
      contracts, the potential inability to enter into closing transaction
      because of an illiquid secondary market and from unexpected movements in
      security values. At December 31, 2004, the Emerald Select Banking and
      Finance Fund and the Emerald Technology Fund held no purchased or written
      options.

      SHORT SALES -- The Emerald Select Banking and Finance Fund and the Emerald
      Select Technology Fund may sell securities short. Short sales are
      transactions in which a fund sells a security that it does not own, in
      anticipation of a decline in the market value of that security. To
      complete such a transaction, the fund must borrow the security to deliver
      to the buyer. The fund then is obligated to replace the security borrowed
      by purchasing it in the open market at some later date. The Fund bears the
      risk of a loss if the market price of the security increases between the
      date of the short sale and the date on which the fund replaces the
      borrowed security. The funds will realize a gain if the security declines
      in value between those dates. There can be no assurance that securities
      necessary to cover a short position will be available for purchase. All
      short sales must be fully collateralized. The funds maintain collateral
      consisting of cash, U.S. Government securities or other liquid assets in
      an amount at least equal to the market value of their respective short
      positions. The funds are liable for any dividends payable on securities
      while those securities are in a short position. At December 31, 2004, the
      Emerald Select Banking and Finance Fund and the Emerald Technology Fund
      had no securities sold short.

NOTE 3 -- CAPITAL STOCK

      At December 31, 2004, each Fund had authorized an unlimited number of
      shares of beneficial interest with no par value.


44


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

      The following table summarizes the capital share transactions of each
      Fund:

      GROWTH FUND



                                  FOR THE SIX-MONTH PERIOD ENDED         FOR THE YEAR ENDED
                                  DECEMBER 31, 2004 (UNAUDITED)             JUNE 30, 2004
                                  -----------------------------     -----------------------------
                                             CLASS A                           CLASS A
                                  -----------------------------     -----------------------------
                                     SHARES           AMOUNT           SHARES           AMOUNT
                                  ------------     ------------     ------------     ------------
                                                                         
      Sales ..................       4,051,031     $ 52,103,951        2,720,528     $ 34,341,896
      Reinvested distributions         220,696        2,443,099               --               --
      Redemptions ............        (982,483)     (11,725,303)      (1,739,742)     (21,675,806)
                                  ------------     ------------     ------------     ------------
      Net increase ...........       3,289,244     $ 42,821,747          980,786     $ 12,666,090
                                  ------------     ============     ------------     ============
      SHARES OUTSTANDING:
           Beginning of period       8,627,966                         7,647,180
                                  ------------                      ------------
           End of period .....      11,917,210                         8,627,966
                                  ============                      ============


                                  FOR THE SIX-MONTH PERIOD ENDED         FOR THE YEAR ENDED
                                  DECEMBER 31, 2004 (UNAUDITED)             JUNE 30, 2004
                                  -----------------------------     -----------------------------
                                             CLASS C                           CLASS C
                                  -----------------------------     -----------------------------
                                     SHARES           AMOUNT           SHARES           AMOUNT
                                  ------------     ------------     ------------     ------------
                                                                         
      Sales ..................          83,080     $    963,459          650,886     $  8,067,108
      Reinvested distributions          26,657          287,362               --               --
      Redemptions ............         (87,215)      (1,016,774)         (92,133)      (1,141,097)
                                  ------------     ------------     ------------     ------------
      Net increase ...........          22,522     $    234,047          558,753     $  6,926,011
                                  ------------     ============     ------------     ============
      SHARES OUTSTANDING:
           Beginning of period       1,048,282                           489,529
                                  ------------                      ------------
           End of period .....       1,070,804                         1,048,282
                                  ============                      ============

      Total Net Increase .....                     $ 43,055,794                      $ 19,592,101
                                                   ============                      ============



                                                                              45


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

      SELECT BANKING AND FINANCE FUND



                                  FOR THE SIX-MONTH PERIOD ENDED         FOR THE YEAR ENDED
                                  DECEMBER 31, 2004 (UNAUDITED)             JUNE 30, 2004
                                  -----------------------------     -----------------------------
                                             CLASS A                           CLASS A
                                  -----------------------------     -----------------------------
                                     SHARES           AMOUNT           SHARES           AMOUNT
                                  ------------     ------------     ------------     ------------
                                                                         
      Sales ..................       1,572,757     $ 42,183,653        3,961,024     $ 94,794,254
      Reinvested distributions         177,520        4,386,921           26,278          592,917
      Redemptions ............        (715,847)     (18,531,995)      (1,810,887)     (44,476,237)
                                  ------------     ------------     ------------     ------------
      Net increase ...........       1,034,430     $ 28,038,579        2,176,415     $ 50,910,934
                                  ------------     ============     ------------     ============
      SHARES OUTSTANDING:
           Beginning of period       5,171,443                         2,995,028
                                  ------------                      ------------
           End of period .....       6,205,873                         5,171,443
                                  ============                      ============


                                  FOR THE SIX-MONTH PERIOD ENDED         FOR THE YEAR ENDED
                                  DECEMBER 31, 2004 (UNAUDITED)             JUNE 30, 2004
                                  -----------------------------     -----------------------------
                                             CLASS C                           CLASS C
                                  -----------------------------     -----------------------------
                                     SHARES           AMOUNT           SHARES           AMOUNT
                                  ------------     ------------     ------------     ------------
                                                                         
      Sales ..................         590,339     $ 15,441,137        2,359,446     $ 55,258,198
      Reinvested distributions         104,304        2,520,733           11,968          267,326
      Redemptions ............        (199,503)      (5,150,236)        (274,673)      (6,660,876)
                                  ------------     ------------     ------------     ------------
      Net increase ...........         495,140     $ 12,811,634        2,096,741     $ 48,864,648
                                  ------------     ============     ------------     ============
      SHARES OUTSTANDING:
           Beginning of period       3,497,703                         1,400,962
                                  ------------                      ------------
           End of period .....       3,992,843                         3,497,703
                                  ============                      ============
      Total Net Increase .....                     $ 40,850,213                      $ 99,775,582
                                                   ============                      ============



46


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

      SELECT TECHNOLOGY FUND



                                  FOR THE SIX-MONTH PERIOD ENDED         FOR THE YEAR ENDED
                                  DECEMBER 31, 2004 (UNAUDITED)             JUNE 30, 2004
                                  -----------------------------     -----------------------------
                                             CLASS A                           CLASS A
                                  -----------------------------     -----------------------------
                                     SHARES           AMOUNT           SHARES           AMOUNT
                                  ------------     ------------     ------------     ------------
                                                                         
      Sales ..................          53,817     $    366,809          127,511     $    957,303
      Reinvested distributions              --               --               --               --
      Redemptions ............         (50,400)        (329,710)        (134,440)        (974,250)
                                  ------------     ------------     ------------     ------------
      Net increase (decrease)            3,417     $     37,099           (6,929)    $    (16,947)
                                  ------------     ============     ------------     ============
      SHARES OUTSTANDING:
           Beginning of period         449,331                           456,260
                                  ------------                      ------------
           End of period .....         452,748                           449,331
                                  ============                      ============


                                  FOR THE SIX-MONTH PERIOD ENDED         FOR THE YEAR ENDED
                                  DECEMBER 31, 2004 (UNAUDITED)             JUNE 30, 2004
                                  -----------------------------     -----------------------------
                                             CLASS C                           CLASS C
                                  -----------------------------     -----------------------------
                                     SHARES           AMOUNT           SHARES           AMOUNT
                                  ------------     ------------     ------------     ------------
                                                                         
      Sales ..................              --     $         --           49,228     $    341,700
      Reinvested distributions              --               --               --               --
      Redemptions ............          (7,324)         (48,317)         (11,260)         (80,865)
                                  ------------     ------------     ------------     ------------
      Net Increase (Decrease)           (7,324)    $    (48,317)          37,968     $    260,835
                                  ------------     ============     ------------     ============
      SHARES OUTSTANDING:
           Beginning of period          74,036                            36,068
                                  ------------                      ------------
           End of period .....          66,712                            74,036
                                  ============                      ============
      Total Net Increase
        (Decrease) ...........                     $    (11,218)                     $    243,888
                                                   ============                      ============


NOTE 4 -- INVESTMENT TRANSACTIONS

      During the six-month period ended December 31, 2004, purchases and sales
      of investment securities (excluding securities sold short, options, and
      short-term investments) were as follows:

                                           SELECT BANKING     SELECT TECHNOLOGY
                         GROWTH FUND      AND FINANCE FUND           FUND
                        ------------        ------------        ------------
      Purchases ....    $ 42,194,339        $ 53,188,837        $  1,960,217
      Sales ........      40,322,403          24,207,936           1,951,730


                                                                              47


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 5 -- FEDERAL TAX POLICIES AND INFORMATION

      The Funds intend to comply with the provisions of Subchapter M of the
      Internal Revenue Code applicable to regulated investment companies,
      including the distribution of all of their taxable income and realized
      capital gains. Accordingly, no provision for federal income taxes is
      considered necessary in the financial statements.

      At December 31, 2004, the total cost of securities and the net realized
      gains and losses on securities sold for Federal income tax purposes are
      different from amounts reported for financial reporting purposes generally
      due to losses incurred in so called "wash sales," which losses cannot be
      used for Federal income tax purposes in the current year and have been
      deferred for use in future years. The aggregate gross unrealized
      appreciation and depreciation for securities (including short sales held
      by the Funds at December 31, 2004, were as follows:



                                                           TAX BASIS NET                     TAX BASIS
                                             COST FOR       UNREALIZED    TAX BASIS GROSS      GROSS
                                          FEDERAL INCOME   APPRECIATION     UNREALIZED      UNREALIZED
      FUND                                 TAX PURPOSES   (DEPRECIATION)   APPRECIATION    DEPRECIATION
      ----                                 ------------    ------------    ------------    ------------
                                                                               
      Growth Fund .....................    $ 96,897,384    $ 33,352,844    $ 37,038,283    $  3,685,439
      Select Banking and Finance Fund .     219,563,947      72,270,128      73,020,674         750,546
      Select Technology Fund ..........       3,174,682         918,082       1,021,595         103,513


      The Funds' tax basis capital gains and losses are determined only at the
      end of each fiscal year. At June 30, 2004, undistributed ordinary income
      and long-term capital gains for tax purposes are as follows:



                                        UNDISTRIBUTED     LONG-TERM      CAPITAL LOSS
                                       ORDINARY INCOME  CAPITAL GAINS    CARRYFORWARDS
                                       ---------------  -------------    -------------
                                                                
      Growth Fund ...................              --    $  2,955,672              --
      Select Banking and Finance Fund    $  3,562,290       4,778,752              --
      Select Technology Fund ........              --              --    $ (8,407,042)


      At June 30, 2004, the Select Technology Fund had accumulated capital loss
      carryforwards for Federal income tax purposes of $8,407,042 of which
      $6,558,055 expires in 2010 and $1,848,987 expires in 2011. To the extent
      the Funds realize future net capital gains, those gains will be offset by
      unused capital loss carryforwards. During the year ended June 30, 2004,
      the Growth Fund and Select Technology Fund utilized capital loss
      carryovers of $10,087,274 and $617,865 respectively.

      Dividends from net investment income and distributions from net realized
      capital gains are determined in accordance with U.S. Federal tax
      regulations, which may differ from those amounts determined under
      accounting principles generally accepted in the United States of America.
      These book/tax differences are either temporary or permanent in nature. To
      the extent these differences are permanent, they are charged or credited
      to paid-in-capital or accumulated net realized gain, as appropriate, in
      the period that the differences arise.


48


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

      The tax character of dividends and distributions paid for the six-month
      period ended December 31, 2004 and the fiscal year ended June 30, 2004
      were as follows:



                                                ORDINARY INCOME                LONG-TERM CAPITAL GAINS
                                                ---------------                -----------------------
                                           SIX-MONTH       FISCAL YEAR         SIX-MONTH       FISCAL YEAR
                                         PERIOD ENDED         ENDED          PERIOD ENDED         ENDED
                                      DECEMBER 31, 2004   JUNE 30, 2004   DECEMBER 31, 2004   JUNE 30, 2004
                                      -----------------   -------------   -----------------   -------------
                                                                                   
      Growth Fund ...................              --                --      $  2,955,672                --
      Select Banking and Finance Fund    $  3,608,725      $     20,232         4,885,709      $  1,057,014
      Select Technology Fund ........              --                --                --                --


NOTE 6 -- EXPENSES AND TRANSACTIONS WITH AFFILIATED PARTIES

      Emerald Advisors, Inc. serves as the investment advisor (the "Advisor") to
      the Funds for which it receives investment advisory fees from each Fund.
      The fee for the Emerald Growth Fund is based on average daily net assets
      at the annual rate of 0.75% on assets up to and including $250 million,
      0.65% for assets in excess of $250 million up to and including $500
      million, 0.55% for assets in excess of $500 million up to and including
      $750 million, and 0.45% for assets in excess of $750 million. The fee for
      the Emerald Select Banking and Finance Fund and the Emerald Select
      Technology Fund is based on average daily net assets at the annual rate of
      1.00% on assets up to and including $100 million and 0.90% for assets in
      excess of $100 million. Under the terms of the investment advisory
      agreement, Emerald Advisors, Inc., may also waive or reimburse the Funds
      for certain expenses. Through October 31, 2005, the Advisor has
      contractually agreed to waive its advisory fee and/or reimburse other
      expenses to the extent that the Fund's total operating exceed the
      following:

                                                     CLASS A        CLASS C
                                                     -------        -------
      Growth Fund ..........................          2.25%          2.90%
      Select Banking and Finance Fund ......          2.35%          3.00%
      Select Technology Fund ...............          2.90%          3.40%

      The following table summarizes the advisory fees and expense
      waivers/reimbursements for the six-month period ended December 31, 2004.

                                                   GROSS         ADVISORY FEE/
                                                  ADVISORY    WAIVED/REIMBURSED
                                                  --------    -----------------
      Growth Fund ........................     $    440,938     $         --
      Select Banking and Finance Fund ....        1,139,402               --
      Select Technology Fund .............           16,768               --


                                                                              49


================================================================================
EMERALD MUTUAL FUNDS
NOTES TO FINANCIAL STATEMENTS -- CONTINUED         DECEMBER 31, 2004 (UNAUDITED)
- --------------------------------------------------------------------------------

NOTE 7 -- OTHER AGREEMENTS

      The Emerald Growth, Emerald Select Banking and Finance, and Emerald Select
      Technology Funds have adopted distribution plans (the "Plans") pursuant to
      Rule 12b-1 under the Investment Company Act of 1940, as amended. Citco
      Mutual Fund Distributors, Inc. ("CMFD") is the sole distributor of the
      Trust's shares pursuant to a distribution agreement with each fund. The
      Plans provide that the Funds will pay CMFD for services provided and
      expenses incurred promoting the sale of shares of the Funds or maintaining
      or improving services provided to shareholders by CMFD or dealers. Under
      the Class A Plan, the Growth and Select Banking and Finance Funds will
      reimburse CMFD at an annual rate up to 0.35% and the Select Technology
      Fund will reimburse CMFD at an annual rate up to 0.50%, payable monthly,
      of the average net assets attributable to such class of shares. Under the
      Class C Plans, the Funds will reimburse CMFD at an annual rate up to
      1.00%, payable monthly, of which, 0.25% is a shareholder service fee and
      0.75% is for distribution-related expenses, of the average daily net
      assets attributable to such class of shares. For the six-month period
      ended December 31, 2004, the Funds paid CMFD under the terms of the Plan
      as follows:

                                                          DISTRIBUTION EXPENSES
                                                            FOR THE SIX-MONTH
                                                               PERIOD ENDED
                                              CLASS A       DECEMBER 31, 2004
                                              -------       -----------------
      Growth Fund ........................      0.35%         $    183,877
      Select Banking and Finance Fund ....      0.35%              253,980
      Select Technology Fund .............      0.50%                7,239



                                                                                              SHAREHOLDER
                                                            DISTRIBUTION                       SERVICING
                                                              EXPENSES                         EXPENSES
                                                         FOR THE SIX-MONTH                 FOR THE SIX-MONTH
                                                            PERIOD ENDED                     PERIOD ENDED
                                             CLASS C     DECEMBER 31, 2004     CLASS C     DECEMBER 31, 2004
                                             -------     -----------------     -------     -----------------
                                                                                   
      Growth Fund .......................     0.75%        $   49,916           0.25%          $  15,639
      Select Banking and Finance Fund ...     0.75%           363,249           0.25%            121,083
      Select Technology Fund ............     0.75%             1,718           0.25%                572


      Citco Mutual Fund Services serves as transfer agent, administrator and
      accounting services agent for the Funds. U.S. Bank, N.A. serves as
      custodian for the Funds.

      The Funds' Declaration of Trust provides that each Trustee affiliated with
      the Funds' Adviser shall serve without compensation and each Trustee who
      is not so affiliated shall receive an annual retainer of $6,000 and $1,500
      for each Trustee's meeting attended.


50


================================================================================
EMERALD MUTUAL FUNDS
ADDITIONAL INFORMATION (UNAUDITED)
- --------------------------------------------------------------------------------

INFORMATION ABOUT TRUSTEES

The business and affairs of the Funds are managed under the direction of the
Fund's Board of Trustees. Information pertaining to the Trustees of the Funds is
set forth below.The SAI includes additional information about the Fund's
Trustees and Officers and is available, without charge, upon request by calling
1-800-232-0224.



                                                                                                    Number of
                                              Term of                                               Portfolios
                                              Office and                                             in Fund        Other
                             Positions(s)     Length of                                              Complex        Directorships
                             Held with        Time                Principal Occupation               Overseen       Held by
Name, Address and Age        the Fund         Served              During Past Five Years            by Trustee      Trustee
- ---------------------        --------         ------              ----------------------            ----------      -------

Disinterested Trustees:
                                                                                                     
Robert J. Dickson            Trustee          Since 2004          President of i5 Consulting           3            Fort Pitt
1703 Oregon Pike                                                  Solutions LLC from 2003                           Capital Funds
Lancaster, PA 17605                                               to the present; Vice                              (one portfolio
Age 55                                                            President-Finance and CFO,                        overseen)
                                                                  TRACO (a manufacturer
                                                                  & distributor of windows,
                                                                  doors, etc.) from 2001 to
                                                                  2003; Vice President &
                                                                  Treasurer, Carpenter
                                                                  Technology Corp. (a
                                                                  manufacturer of specialty
                                                                  metals) from 1997 to 2001.

Douglas S. Garban            Trustee          Since 2004          Disabled since 2001;                 3            None
1703 Oregon Pike                                                  First Vice President of
Lancaster, PA 17604                                               Smith Barney from 1994
Age: 40                                                           to 2001.

J. Barton Harrison           Trustee          Since 2002          Self employed,                       3            Steel Plant
1452 County Line Road                                             financial planning.                               Equipment
Rosemont, PA 19010                                                                                                  Corp.
Age: 73

Robert P. Newcomer           Trustee          Since 2004          Self employed consultant              3           Burnham
1703 Oregon Pike                                                  from 2004 to present;                             Corporation
Lancaster, PA 17605                                               President and COO                                 (manufacturer
Age: 56                                                           (2001-2003), Executive                            of boilers and
                                                                  Vice President (1993-2001)                        furnaces)
                                                                  and CFO (1993-2000) of
                                                                  P.H. Glatfelter Company
                                                                  (paper milling).

Dr. H. J. Zoffer             Trustee          Since 1992          Dean Emeritus and Professor           3           None
220 N. Bellefield Ave.,                                           of Business Administration,
Apt. 1201                                                         University of Pittsburgh.
Pittsburgh, PA 15213
Age: 73



                                                                              51


================================================================================
EMERALD MUTUAL FUNDS
ADDITIONAL INFORMATION -- (UNAUDITED)
- --------------------------------------------------------------------------------



Interested Trustees:
                                                                                                     
Kenneth G. Mertz II, C.F.A.* Trustee, Vice    Since 1992          President and Chief                  3            None
1703 Oregon Pike, Suite 101  President,                           Investment Officer,
Lancaster, PA 17601          Chief Financial                      Emerald Advisers, Inc.
Age: 51                      Officer and
                             Portfolio
                             Manager

Scott C. Penwell, Esq.**     Trustee          Since 1992          Partner at Duane, Morris             3            None
305 North Front Street                                            & Heckscher since 1981.
Harrisburg, PA 17108
Age: 48


OFFICERS OF THE TRUST

Name, Address, Birth Date,                                        Principal Occupation
Positions Held with Trust                                         During Past Five years
- -------------------------                                         ----------------------
                                                               
Kenneth G. Mertz II, C.F.A.                                       President of Emerald Advisers, Inc. since 1992
1703 Oregon Pike
Lancaster, PA 17601
Birthdate: June 14, 1952
Chairman of the Board of Trustees,
Vice President and Chief
Investment Officer

Daniel W. Moyer IV                                                President, Emerald Mutual Funds since 10/1/2002
1703 Oregon Pike                                                  as well as Executive Vice President of Emerald
Lancaster, PA 17601                                               Advisers, Inc. Managing Director and Senior Vice
Birthdate: March 7, 1955                                          President Emerald Asset Management 1992-2002
President                                                         as well as a Registered Sales Supervisor for First
                                                                  Montauk Securities Corp. 1992-2002

Stacey L. Sears                                                   Senior Vice President of Emerald Advisers, Inc. since
1703 Oregon Pike                                                  2001. Research analyst and administrative assistant,
Lancaster, PA 17601                                               Emerald Asset Management, Inc. 1992-2000, as well
Birthdate: November 10, 1971                                      as representative for First Montauk Securities Corp.,
Vice President and                                                1995 to 2000
Portfolio Manager


*     Employee of Emerald Advisors, Inc. and "Interested Person" within the
      meaning of the Investment Company Act of 1940.

**    Employee of the Trust's Legal Counsel and therefore an "Interested Person"
      within the meaning of the Investment Company Act of 1940.


52


================================================================================
                              EMERALD MUTUAL FUNDS
                              ------- ------ ------

       INVESTMENT ADVISER                         BOARD OF TRUSTEES
       ------------------                         -----------------
     EMERALD ADVISERS, INC.                        ROBERT J. DICKSON
         LANCASTER, PA                            DOUGLAS S. GARBAN
                                                  J. BARTON HARRISON
           DISTRIBUTOR                         KENNETH G. MERTZ II, CFA
           -----------                        ROBERT P. NEWCOMER SCOTT C.
 CITCO MUTUAL FUND DISTRIBUTORS                      PENWELL, ESQ.
          MALVERN, PA                              H.J. ZOFFER, PHD

       ADMINISTRATOR AND                           FUND MANAGEMENT
         TRANSFER AGENT                            ---------------
         --------------                         EMERALD ADVISERS, INC.
CITCO MUTUAL FUND SERVICES, INC.                1703 OREGON PIKE, SUITE
          MALVERN, PA                             101 P. O. BOX 10666
                                                 LANCASTER, PA 17605
           CUSTODIAN
           ---------                             SHAREHOLDER SERVICES
         U.S. BANK, N.A.                         --------------------
         CINCINNATI, OH                    CITCO MUTUAL FUND SERVICES, INC.
                                                    P. O. BOX C1100
    INDEPENDENT ACCOUNTANTS                  SOUTHEASTERN, PA 19398-1100
    -----------------------
   PRICEWATERHOUSECOOPERS LLP                      TELEPHONE NUMBERS
        PHILADELPHIA, PA                           -----------------
                                      THE FUND                    (800) 232-0224
         LEGAL COUNSEL                MARKETING / BROKER SERVICES (800) 232-6572
         -------------                           SHAREHOLDER SERVICES
      PEPPER, HAMILTON, LLP                         (800) 232-0224
        PHILADELPHIA, PA
                                              24 HOUR PRICING INFORMATION
                                              ---------------------------
                                                    1-800-232-0224
                                              www.emeraldmutualfunds.com

               This report is for the general information of Fund
           shareholders. For more detailed information about the Fund,
           please consult a copy of the Fund's current prospectus.This
            report is not authorized for distribution to prospective
         investors in the Fund unless preceded or accompanied by a copy
                           of the current prospectus.

================================================================================
02/05



ITEM 2.  CODE OF ETHICS.

Not applicable at this time.

ITEM 3.  AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable at this time.

ITEM 4.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable at this time.

ITEM 5.  AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

ITEM 6.  SCHEDULE OF INVESTMENTS

Included in the Semi-Annual Report to Shareholders filed under Item 1 of this
form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8.  PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANY.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.

Not applicable.




ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's board of trustees,

ITEM 11. CONTROLS AND PROCEDURES.

      a.    The registrant's principal executive and principal financial
            officers, or persons performing similar functions, have concluded
            that the registrant's disclosure controls and procedures (as defined
            in Rule 30a-3(c) under the Investment Company Act of 1940, as
            amended (the "1940 Act") are effective, as of a date within 90 days
            of the filing date of the report that includes the disclosure
            required by this paragraph, based on their evaluation of these
            controls and procedures required by Rule 30a-3(b) under the 1940 Act
            and Rule 15d-15(b) under the Securities Exchange Act of 1934, as
            amended.

      b.    There were no changes in the registrant's internal control over
            financial reporting (as defined in Rule 30a-3(d) under the 1940 Act)
            that occurred during the registrant's last fiscal half-year (the
            registrant's second fiscal half-year in the case of an annual
            report) that has materially affected, or is reasonably likely to
            materially affect, the registrant's internal control over financial
            reporting.

ITEM 12. EXHIBITS

      (a)(2) Certifications pursuant to rule 30a-2(a) under the Investment
             Company Act of 1940 ("1940 Act"), and Section 302 of the
             Sarbanes-Oxley Act of 2002 are filed herewith as Exhibits 99.302
             cert.
      (a)(3) Not Applicable

      (b)    Certifications pursuant to rule 30a-2(b) under the 1940 Act and
             Section 906 of the Sarbanes-Oxley Act of 2002 are filed herewith as
             Exhibits 99.906 Cert.



                                   SIGNATURES

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

By                                  /s/ Daniel W. Moyer IV
                                    ------------------------
                                    Daniel W. Moyer IV
                                    President
Date                                March 11, 2005

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

By                                  /s/ Daniel W. Moyer IV
                                    ------------------------
                                    Daniel W. Moyer IV
                                    President
Date                                March 11, 2005


By                                  /s/ Kenneth G. Mertz II
                                    ------------------------
                                    Kenneth G. Mertz II
                                    Treasurer
Date                                March 11, 2005