N-30D 1 form.htm Marshall Funds, Inc N-30D 4/25/02

[Logo of Marshall Funds]

The Marshall Funds Family

Semi-Annual Report

The Investor Class of Shares

(Class Y)

Marshall Equity Income Fund

Marshall Large-Cap Growth & Income Fund

Marshall Mid-Cap Value Fund

Marshall Mid-Cap Growth Fund

Marshall Small-Cap Growth Fund

Marshall International Stock Fund

Marshall Government Income Fund

Marshall Intermediate Bond Fund

Marshall Intermediate Tax-Free Fund

Marshall Short-Term Income Fund

Marshall Money Market Fund

FEBRUARY 28, 2002

President's Message		1

Commentaries
Marshall Equity Income Fund		2
Marshall Large-Cap Growth & Income Fund		4
Marshall Mid-Cap Value Fund		6
Marshall Mid-Cap Growth Fund		8
Marshall Small-Cap Growth Fund		10
Marshall International Stock Fund		12
Marshall Government Income Fund		14
Marshall Intermediate Bond Fund		16
Marshall Intermediate Tax-Free Fund		18
Marshall Short-Term Income Fund		20
Marshall Money Market Fund		22

Financial Information
Portfolio of Investments		23
Marshall Equity Income Fund		23
Marshall Large-Cap Growth & Income Fund		25
Marshall Mid-Cap Value Fund		26
Marshall Mid-Cap Growth Fund		27
Marshall Small-Cap Growth Fund		28
Marshall International Stock Fund		30
Marshall Government Income Fund		32
Marshall Intermediate Bond Fund		33
Marshall Intermediate Tax-Free Fund		36
Marshall Short-Term Income Fund		39
Marshall Money Market Fund		41
Statements of Assets and Liabilities		46
Statements of Operations		48
Statements of Changes in Net Assets		50
Financial Highlights		54
Notes to Financial Statements		56

Directors & Officers		67

[Logo of Marshall Funds]

Dear Shareholders:

The most basic investment advice--"buy low, sell high"--is often delivered under the guise of tongue-in-cheek wisdom. Every investor would like to buy when values are low and sell when they are high. The irony is appreciated only when recognizing the difficulty in accomplishing it.

Many investors search for that "holy grail" by chasing one hot fund after another. They view their investments like their sports teams; waiting to jump on the bandwagon only after the successful series of wins. This approach to investing often results in a portfolio that never performs as well as those hot funds because you did not own them when they were hot, just after they were hot. Many investors eventually give up and join the growing numbers on the sidelines invested in cash.

The inherent flaw in this simplistic advice is that buying low and selling high suffers from the same challenges of "timing the market" that academics tell us is very difficult, if not impossible:

Finding an investment before its significant rise in value.
Knowing when to get out, especially if its value has been inflated by market euphoria.
And finally, even if you successfully get out, you are faced with the next challenge of determining when to get back into the next investment, or the market in general.

We like to believe our shareholders are not subject to this false wisdom. We are confident that is true for at least those that are benefiting from the services of our M&I financial professionals. A good financial adviser will spend more time on your overall allocation strategy and less on the specific solutions for each investment category.

As you reflect on your own investment approach, consider how you address each of the following investment disciplines:

Diversify--your long-term portfolios should include stocks, bonds and cash, domestic and international stocks, large, mid and small cap stocks, and both value and growth investment styles.
Be patient--an allocation strategy by design should not result in every investment doing well at the same time; they more likely should take turns performing well.
Appreciate relative performance--a fund's absolute performance may be negative, but still be ranked at the top of its competitive peer group. A sound asset allocation strategy suggests keeping such a fund because different investment categories often succeed at different times. Selling all funds with negative one-year returns will likely result in a portfolio consisting of only cash.

Overall, investors should focus less on past performance and more on the potential for performance. Since we do not know exactly where that next best investment is, it is better to diversify your investments out across the investment spectrum.

As always, thank you for your investment in the Marshall Funds. We remain committed to our clearly defined, true-to-style investment strategies that fit well with a broadly diversified asset allocation strategy.

Sincerely,

/s/John M. Blaser

John M. Blaser
President

Semi-Annual Report--Commentary

Marshall Equity Income Fund

The Marshall Equity Income Fund (the "Fund") seeks capital appreciation and current income through a conservative and disciplined approach of investing in a broadly diversified portfolio of common stocks with above-average dividend yields. The Fund's investments are structured in an attempt to produce a portfolio that yields at least 100 basis points (one percentage point) more than the Standard & Poor's 500 Index (S&P 500).*

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (0.35)%,** while the Lipper Equity Income Funds Index (LEIFI) returned (0.69)% and the S&P 500 returned (1.67)%.*

An Eventful Six Months

Early in this six-month reporting period, the tragic events of September 11 drove markets downward for a few turbulent weeks. Shortly afterward, investors regained confidence in the markets and the economy, driving up the values of many stocks. This trend continued through the end of 2001, supported by a string of positive economic reports that pointed toward a nascent recovery.

In the early months of 2002, however, as questionable accounting practices came under intense scrutiny, investors began to question the reliability of corporate financial reporting, and again lost confidence in the markets. By the end of the reporting period, investors appeared to be ready to make a distinction between those companies with suspect practices and those whose reporting was more clear and complete.

Positive Trends for our Investment Style

This renewed emphasis on the quality of corporate earnings benefited our investment style and its focus on established, higher-quality companies. In short, uncertainty has been positive for our investment discipline. As investors have reassessed their risk tolerance, they have increasingly turned to the types of stocks our investment discipline has long pointed us toward.

We are seeing many signs that this is a good time to be in the equity markets. In addition to the many indicators of an economic recovery, continued low inflation provides a good backdrop for equity investing. Companies that a year ago were struggling to work off bloated inventories now find them sharply reduced, presenting them with the need to restock--and provide a boost to economic activity in the process. Energy prices remain low, which in conjunction with an improving employment picture, is helping to keep lots of dollars to spend in consumers' pockets.

An Improving Climate

Although there is a general sense of relief that the worst of the economic downturn appears to be behind us, we do see a few reasons for concern. Valuations are still an issue and are likely to put a cap on the degree of upside potential available in the equity markets. American consumers remain highly leveraged and their savings rate is low, which could exert some limitations on future trends in consumer spending. The skepticism many investors retain with regard to corporate accounting practices, however, may continue to cast a shadow over the markets.

On the whole, stocks appear to be entering a positive period--a period that we believe will see a new emphasis on company fundamentals and quality of earnings, which should favor our disciplined style of investing.

Sincerely,

/s/Bruce P. Hutson

Bruce P. Hutson
Co-Manager, Marshall Equity Income Fund

[Photo of Hutson]

/s/David J. Abitz

[Photo of Abitz]

David J. Abitz, CFA
Co-Manager, Marshall Equity Income Fund

* The LEIFI and the S&P 500 are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The S&P 500 is a capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. They do not reflect sales charges.

Semi-Annual Report--Commentary

Marshall Large-Cap Growth & Income Fund

The Marshall Large-Cap Growth & Income Fund (the "Fund") invests in a diversified portfolio of common stocks of companies whose market capitalizations typically exceed $10 billion. The Fund's investment adviser looks for companies that are typically leaders in their industry and have records of above-average financial performance and proven superior management.

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (6.51)%.* Over the same reporting period, the Standard & Poor's 500 Index (S&P 500) returned (1.67)% and the Lipper Large-Cap Core Fund Index (LLCCFI) returned (1.36)%.**

A Period of Ups and Downs

The events of September 11 and their aftermath dominated the first weeks of this reporting period. As the initial shock of the attacks dissipated, the economy and the equity markets began to rebound. Cyclical stocks--those whose performance is most closely tied to the strength of the economy--performed particularly well as the Federal Reserve Board continued to cut interest rates. We had positioned the Fund to benefit from an economic recovery, with an overweighting in technology, the area most affected by the economic downturn. In mid-December 2001, however, confidence in the economic recovery began to waver.

In retrospect, we can identify four main factors which impacted the Fund's relative performance during a very challenging six months. First, we underestimated the resilience on the U.S. consumer. Tax cuts, lower energy prices, and mortgage refinancing proceeds kept consumer spending from rolling over. We were concerned that the damage on the industrial side of the economy would eventually spill over to the consumer, many of which were losing their jobs. Consumer cyclical stocks did well during this reporting period and we were at best market weighted. Second, the Mid-Cap and Small-Capitalization sectors of the market which populate the bottom half of the S&P 500 provided much better performance than the top half of the S&P 500, the area in which we traffic. Third, a few select stocks such as America Online, TYCO, and Sprint PCS had an important negative impact on performance, especially in the month of January. Finally, our overweighting of the technology sector to play the sequential improvement of business in the December quarter was dashed by the events of September 11.

Accounting Issues Grab the Headlines

Another major factor that played a role in the large-cap marketplace in the latter half of this reporting period was the increased scrutiny it brought to the area of corporate accounting practices. Consistent earnings performance used to be considered a quality worth having to many companies. Now it has become a reason for suspicion.

We believe in time, as companies are more willing to disclose the workings of their financial reporting, the issue will fade. As of the end of this reporting period, however, this issue loomed over many large-cap stocks.

Recovery on the Horizon

We believe that an economic recovery is underway. Whether it is a true economic recovery or a short-term inventory restocking, remains to be seen. Since consumer spending never substantially declined, there is not much pent-up demand for the consumer-related industries to lead the economic rebound. We continue to be underweighted in these sectors. This was a capital spending-led economic decline and as such capital spending will need to lead the economy out. We are positioned for a capital spending rebound. This is where business activity is most depressed and profit margins have the most room for improvement. So far, investors have been expecting an economic rebound to the exclusion of technology, which would be an unprecedented scenario. That is why we continue to overweight select technology sectors.

Sincerely,

/s/William J. O'Connor

William J. O'Connor, CFA
Manager, Marshall Large-Cap Growth & Income Fund

[Photo of O'Connor]

** The LLCCFI and the S&P 500 are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The S&P 500 is a capitalization-weighted index of 500 stocks designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. They do not reflect sales charges.

Marshall Mid-Cap Value Fund

The Marshall Mid-Cap Value Fund (the "Fund") invests in a diversified portfolio of common stocks of companies similar in size to those within the Standard & Poor's Mid-Cap 400 Index (S&P 400).* The Fund's investment adviser generally selects companies that exhibit traditional value characteristics, such as low price/earnings ratios, higher-than-average dividend yields or a lower-than-average price/book value. In addition, companies that have underappreciated assets, or have been involved in company turnarounds or corporate restructurings, often have strong value characteristics.

Fund Performance

For the six-months ended February 28, 2002, the Fund's total return was 6.99%.** For the same reporting period, the S&P 400 returned 2.91%, while the Lipper Mid-Cap Value Funds Index (LMCVFI) returned 3.24%.*

Market Contends with Many Factors

Over the past six months, the equity markets have experienced a variety of events: the tragedy of September 11; the news that the country had entered an economic recession; a weak fourth-quarter earnings season; and, at the end of the reporting period, indications that the recession may be coming to a close. We have compressed an entire economic cycle to only six months. As the reporting period drew to a close, the strong performance of consumer and industrial cyclical sectors provided further evidence of a rebound in economic activity. We do not attempt to predict macroeconomic events, rather, we seek to capitalize on stocks that are temporarily undervalued, whether it is because of economic events or because of internal company operations.

During the six-month reporting period, the Fund's performance was strong relative to its Lipper peer group and benchmark index (S&P 400), due in large part to security selection rather than sector allocation. Basic materials and financial stocks did, however, perform strongly.

Our Approach to Changing Markets

Turnover in the portfolio was relatively light during the six-month reporting period. Valuations in the wake of September 11 were driven down to attractive levels, and we were able to watch our holdings appreciate from those low levels. Many stocks now, however, have incorporated assumptions of a reasonable recovery into their prices. While we agree with the general outlook for improved economic activity, we are starting to become concerned that many stock prices fully reflect such a recovery and therefore leave little room for appreciation. We are therefore focusing attention on potential investment ideas, which include healthcare stocks, utilities and telecom-related issues.

If the pace of economic activity can be sustained throughout 2002 and the economies of the U.S.'s major trading partners show improvement, the rally in equities could continue in the coming year. In the near term, we generally expect the more cyclical stocks in the portfolio to outperform our more conservative holdings. As stocks become fully valued, we anticipate making use of opportunities to take profits and redirect assets toward stocks in undervalued areas of the market, such as healthcare and utilities.

Sincerely,

/s/Matthew B. Fahey

Matthew B. Fahey
Manager, Marshall Mid-Cap Value Fund

[Photo of Fahey]

* The LMCVFI and the S&P 400 are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The S&P 400 is a capitalization-weighted index of common stocks representing all major industries in the mid-range of the U.S. stock market. They do not reflect sales charges.

Marshall Mid-Cap Growth Fund

The Marshall Mid-Cap Growth Fund (the "Fund") seeks to provide capital appreciation. Fund assets are invested in a diversified portfolio of common stocks of companies similar in size to those within the Standard & Poor's Mid-Cap 400 Index (S&P 400).*

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (10.39)%,** compared with (6.78)% for the Lipper Mid-Cap Growth Funds Index (LMCGFI) and 2.91% for the S&P 400.*

An Eventful Period

This reporting period started with a watershed event, the attacks of September 11. In the uncertain period that followed, we took a cautious approach, neither selling out of stocks during the market decline that followed nor piling back into the market as stocks rebounded through the end of 2001. We maintained our constant focus on valuations among our portfolio's holdings, taking opportunities to sell stocks that had reached their price targets and adding several new securities in retail, technology and cable.

A steady stream of encouraging economic data has pointed toward economic recovery in 2002. We have structured the portfolio to benefit from this gradual recovery. We believe our valuation-driven, stock-by-stock selection process is an essential long-term strategy.

Early in 2002, as concerns rose about corporate governance and accounting practices, investors lost confidence in stocks in general. Although much of the attention was focused on large-cap stocks, mid-caps were not immune. By the end of the reporting period, however, it appeared that investors again were prepared to make a distinction between those companies with questionable practices and those without.

Subtle Changes to the Portfolio

In the current environment, we continue to make small adjustments to our holdings but not wholesale changes. We have reduced our exposure to financial stocks from 15.9% of net assets to about 8.7%, with most of our sales based on stocks' reaching what we believe are full valuations. We raised our holdings in technology, largely through adding semiconductor stocks. Our technology weighting now stands at about 27.3% of assets, up from 17.5%.

Looking Ahead

We appear to be on the road to economic recovery, even if the precise timing and nature of that rebound are not entirely clear. Productivity numbers are moving up, the signs for consumer spending appear strong, and the economy is clicking along better than many observers had expected. We are attempting to position the Fund to benefit from this recovery, making changes based on finding the most attractive longer-term opportunities. Stocks have weathered some volatility in the past six months and may continue to do so even in the more positive environment, but our vision for selecting stocks holds steady.

Sincerely,

/s/Michael D. Groblewski

Michael D. Groblewski, CFA
Manager, Marshall Mid-Cap Growth Fund

[Photo of Groblewski]

* The LMCGFI and the S&P 400 are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The S&P 400 is a capitalization-weighted index of common stocks representing all major industries in the mid-range of the U.S. stock market. They do not reflect sales charges.

Marshall Small-Cap Growth Fund

The Marshall Small-Cap Growth Fund (the "Fund") seeks to provide capital appreciation. Fund assets are invested in a diversified portfolio of common stocks of small-size companies* similar in size to those within the Russell 2000 Index (RUS2).**

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (3.27)%.*** This exceeded the total return of the Lipper Small-Cap Growth Index (LSCGI), which totaled (5.70)%.** Over the same reporting period, the Russell 2000 returned 0.85%.**

Many Factors Affecting Performance

The Fund's performance was adversely affected during the reporting period by the events of September 11, as the Fund was overweighted in consumer cyclicals and technology. Both of these sectors performed poorly immediately after the attacks. Both consumer cyclicals and technology stocks rallied in late 2001 however, benefiting the Fund and accounting for much of the Fund's outperformance relative to the Lipper Small-Cap Growth Index over the reporting period.

The Fund remains overweighted in consumer cyclical stocks relative to the Russell 2000. In spite of increasing unemployment levels and the slump in corporate profitability, U.S. consumers continued to spend strongly throughout late 2001 and early 2002. As a result, consumer stocks performed well. We remain confident that the U.S. consumer will continue to spend as the economy improves, leading to accelerating growth in revenue and earnings for these companies.

Positioning for the Market Ahead

During the second half of 2001's fourth quarter, we increased our weighting in financials from an underweighting (relative to the Russell 2000) to a weighting roughly in line with the Index. Specifically, we have added new positions in regional banks. The banks selected feature asset-sensitive balance sheets and strong historic credit quality characteristics. In addition, we believe they should benefit from lower repricing of certificates of deposit and market-share growth.

The Fund also remains overweighted in technology stocks. This group rallied strongly in the last months of 2001, with the tech-heavy Nasdaq Composite Index up nearly 37% over the fourth quarter. In early 2002, however, investors became impatient with the pace of fundamental improvement in this group, driving the Nasdaq down by 13.81% in the first two months of 2002. We are maintaining our overweighting in tech stocks, as we believe this downturn is temporary. Given positive economic data regarding employment and inflation, we remain confident that the U.S. economy will post a solid recovery in 2002. We believe this trend should benefit technology stocks--and the Fund's performance--throughout the remainder of the year.

Our sensitivity to stock valuations remains a major factor in our decisions to overweight or underweight specific sectors of the market. This valuation discipline has proven effective, particularly during 2001, and we believe it will again be an important tool for success for investors in 2002.

Sincerely,

/s/Sean A. McLeod

Sean A. McLeod, CFA
Manager, Marshall Small-Cap Growth Fund

[Photo of McLeod]

* Small-cap funds may experience a higher degree of market volatility than large-cap funds.

** The LSCGI and the RUS2 are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The RUS2 is an index of common stocks whose market capitalizations generally range from $200 million to $5 billion. They do not reflect sales charges.

†† The Marshall Small-Cap Growth Fund is the successor to a collective trust fund. The quoted performance data includes performance of the collective trust fund for periods before the Fund's registration statement became effective on August 30, 1996, as adjusted to reflect the Fund's anticipated expenses. The collective trust fund was not registered under the Investment Company Act of 1940 ("1940 Act") and therefore was not subject to certain diversification requirements and investment restrictions imposed by the 1940 Act and the Internal Revenue Code. If the collective trust fund had been subject to those restrictions registered under the 1940 Act, the performance may have been adversely affected.

Marshall International Stock Fund

The Marshall International Stock Fund (the "Fund") invests primarily in a diversified portfolio of common stocks of companies of any size outside the United States.* The Fund uses a value-oriented approach and invests in companies selling at a discount to their global industry peers.

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (6.52)%,** compared with a total return of (8.33)% by the Morgan Stanley Capital International Europe, Australasia and Far East Index (EAFE) and (5.97)% for the Lipper International Funds Index (LIFI).***

Global Slowdown Worsens, Then Improves

Early in this reporting period, nations and their economies were rocked by the terrorist incidents of September 11. For a few weeks after the attacks, stock values fell and economic activity stalled as observers around the globe assessed the situation.

As weeks and months passed, however, economic activity in most regions experienced a rebound and markets rallied. While signs do not point to a roaring rally, there are significant indications that most economies are recovering from their slowdown. Japan remains an exception, still mired in recession. It appears that significant structural reforms will be needed for that economy to recover--and the timetable for such changes seems unclear at best.

Positioning Holds Reasonably Steady

Over the six-month reporting period, we made only small changes to the Fund's positioning. Our overweighting in consumer discretionary, materials and financial stocks contributed to our outperformance relative to our benchmark index (EAFE). Our holdings in the leisure sector, a subset of consumer discretionary stocks, were hurt severely in the aftermath of September 11, but have since recovered to become among our strongest performers.

Our country weightings have changed slightly. We have continued to underweight Japan and are slightly increasing our exposure to emerging markets, including Korea and Mexico. Emerging markets fell out of favor in the risk-averse atmosphere that followed the terrorist attacks, but since then there has been an upturn in investor interest. These markets still offer very low valuations, and we have been able to identify high-quality companies from a global perspective. Among the types of companies we are favoring are materials companies and national banks. Our emerging markets exposure, which stood at about 8% at the beginning of the reporting period is now approximately 13%.

With regard to the telecommunications and technology sectors, the Fund remains slightly underweight. There is still significant overcapacity in many areas of technology, particularly telecommunications, however, some sub-segments possess attractive characteristics and valuations that meet our criteria for investment. We currently find wireless telecommunication providers in emerging markets and outsourcing companies to be attractive investments.

Looking ahead

We anticipate keeping the Fund's positioning in a very similar posture going forward. We are starting to see a fairly steady stream of data indicating economic recovery in most parts of the world and believe the portfolio is positioned to benefit from that recovery. Although some stocks have already started to appreciate in response to this change, many valuations remain attractive, and we believe there is still significant upside potential.

An area where we are focusing increased attention is industrial stocks. By identifying companies that have been able to weather the recent downturn in the economic cycle, we hope to find those that are positioned to benefit strongly over the course of an economic expansion.

Sincerely,

/s/Daniel R. Jaworski

Daniel R. Jaworski, CFA
Manager, Marshall International Stock Fund

[Photo of Jaworski]

* Foreign investing involves special risks including currency risk, increased volatility of foreign securities, and differences in auditing and other financial standards. In addition, prices of emerging markets securities can be significantly more volatile than the prices of securities in developed countries.

*** The LIFI and the EAFE are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The EAFE is an unmanaged market capitalization-weighted equity index comprising 20 of the 48 countries in the Morgan Stanley Capital International universe and representing the developed world outside of North America. They do not reflect sales charges.

† These amounts included cash equivalents of 4.7% and 1.2%, respectively.

Marshall Government Income Fund

The Marshall Government Income Fund (the "Fund") invests in securities issued by the United States government and its agencies and instrumentalities, particularly mortgage-related securities. The Fund's investment adviser considers macroeconomic conditions and uses credit and market analysis in developing the overall portfolio strategy. Current and historical interest rate relationships are used to evaluate market sectors and individual securities. The Fund will generally maintain an average dollar-weighted maturity of four to 12 years.

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 3.16%,* compared with a total return of 3.25% for the Lipper U.S. Mortgage Funds Index (LUSMI) and a 3.67% total return by the Lehman Brothers Mortgage-Backed Securities Index (LMI).**

An End to the Fed's Easing Cycle

From September through the end of 2001, the Federal Reserve Board (the "Fed") continued to cut short-term interest rates, taking decisive action in the period following the September 11 terrorist attacks. By year's end, there were many measurable signs of economic recovery, and it appeared that the Fed's long easing cycle was having its desired effect. In the first two months of 2002, the Fed chose to let rates remain unchanged.

While rates fell significantly among shorter-maturity issues, yields on longer bonds actually rose as investors began to anticipate an economic recovery and the potential for inflation that goes with it. This combination of declining shorter rates and rising long-term yields produced a steeper yield curve.

Mortgages Continue to Predominate

Over the six-month reporting period, mortgage-backed bonds generally outperformed Treasury securities and straight agency bonds. Our strategy of continuing to build up the Fund's weighting in mortgage bonds, therefore, contributed positively to performance. The Fund's modest underperformance relative to its benchmarks is largely due to the Fund's having a small portion of its assets outside the strong-performing mortgage sector.

Prepayment fears, which had been an issue while interest rates were falling, have largely abated. Even before the Fed stopped cutting short-term rates, longer-maturity Treasury securities--whose yields are more closely tied to mortgage rates--saw their yields rising.

Positioning for the Market Ahead

We intend to continue to build the Fund's allocation to mortgage-backed issues. Although they have already posted strong performance, we believe they have further room to outperform. In the weeks to come, we may bring this allocation up above 95%, adding to our position as attractive opportunities become available.

We have, however, become a little more conservative with respect to the Fund's duration.*** This is in part a side effect of increasing the Fund's mortgage allocation, as these issues tend to have shorter durations, particularly in periods when refinancing activity has been significant. We are also making a deliberate choice to modify the Fund's sensitivity to interest rate hikes, as it appears that rates could begin to rise in the second half of this year. A rapid shift appears unlikely, but there have been increasing signs that the economy is recovering, and in time this improvement in economic activity could drive rates upward. Accordingly, it is our intent that our allocation to mortgages, rather than a duration play, should be the primary factor affecting performance in the months ahead.

Sincerely,

/s/Jason D. Weiner

Jason D. Weiner, CFA
Manager, Marshall Government Income Fund

[Photo of Weiner]

** The LUSMI and the LMI are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The LMI is an index comprised of fixed rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corp. (FHLMC) and the Federal National Mortgage Association (FNMA). They do not reflect sales charges.

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

Marshall Intermediate Bond Fund

The Marshall Intermediate Bond Fund (the "Fund") invests in intermediate-term investment grade bonds and notes, including corporate, asset-backed, mortgage-backed and U.S. government securities. The Fund's investment adviser's strategy to pursue total return is to adjust the Fund's weightings in these sectors as it deems appropriate, using macroeconomic, credit and market analysis to select portfolio securities. The Fund will maintain an average dollar-weighted maturity of three to 10 years.

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 1.19%,* compared with a total return of 2.32% for the Lipper Short/Intermediate Investment Grade Bond Funds Index (LSIBF) and 2.88% for the Lehman Brothers Intermediate Government/Corporate Bond Index (LGCI).**

The Fed's Easing Cycle Winds Down

After a year-long series of interest rate cuts, the Federal Reserve Board (the "Fed") appeared to come to the end of its easing cycle late in 2001. The signs of economic improvement have become steadily more convincing, though it appears the recovery is likely to take a moderate tone. At this point, it seems likely that the Fed will remain in a wait-and-see mode for some months before it will seriously consider tightening rates. The yield curve became very steep as the Fed cut short-term rates while yields on longer maturities rose.

The Fund continues to focus on the so-called "spread" sectors of the bond marketplace--non-Treasury sectors such as corporate bonds, mortgage-backed issues and asset-backed securities. We believe these sectors offer compelling yields and attractive total return characteristics, particularly in an improving economic environment.

Concerns Facing Corporate Bonds

Some of the Fund's underperformance can be attributed to concerns regarding corporate bonds. Some issues suffered from the effects of a lagging economy, though the picture for corporate earnings looking forward is considerably brighter. In the first months of 2002, we have already seen some issues begin to make a notable rebound.

Another factor weighing on corporate bonds was the revelations of corporate accounting irregularities. Although such practices are not widespread, the financial reporting of virtually all companies has come into question. In time, as investors are reassured of the credibility of most corporate reporting, this effect should subside.

Our Outlook

On the whole, we anticipate a positive environment in the months to come. Corporate bonds, after weathering some difficulties, now appear poised for solid performance. In addition to a stronger economy, these bonds could benefit from tightening supply after a year of near-record issuance. Liquidity remains a central consideration as we evaluate bonds for the portfolio. Mortgage-backed issues also offer the potential for outperformance. They currently represent very attractive values and credit quality in this sector remains strong.

The bond market may face some challenges in the coming year, particularly if an upturn in economic growth raises the possibility of a slight inflationary trend. While we are anticipating a relatively steady interest rate picture in the coming months, we are preparing for the possibility of slight interest rate hikes by keeping the Fund's duration*** somewhat shorter than our typical level. With this positioning, as well as our sector allocations, we believe we have positioned the Fund to benefit from the gradual economic recovery we expect to see in the coming months.

Sincerely,

/s/Jason D. Weiner

Jason D. Weiner, CFA
Manager, Marshall Intermediate Bond Fund

[Photo of Weiner]

** The LSIBF and the LGCI are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The LGCI is an index comprised of government and corporate bonds rated BBB or higher with maturities between 1-10 years. They do not reflect sales charges.

Marshall Intermediate Tax-Free Fund

The Marshall Interemediate Tax-Free Fund (the "Fund") invests in investment-grade municipal securities which includes tax-free debt obligations of states, territories, and possessions of the United States and political subdivisions and financing authorities of these entities. The Fund's asset are invested primarily in municipal securities providing income that is exempt from federal income tax (including the federal alternative minimum tax). The Fund's investment adviser selects fund investments after assessing factors such as the cyclical trend in interest rates, the shape of the municipal yield curve, tax rates, section valuation and muncipal bond supply factors. The Fund maintains an average dollar-weighted portfolio maturity of three to 10 years. The primary goal of the Fund is to generate income exempt from federal income tax.†

Performance Consistent with Benchmarks

For the six-month period ended February 28, 2002, the Fund produced a total return of 1.95%,* comparing favorably to a 1.59% total return of the Lipper Intermediate Municipal Funds Index (LIMI),** which represents the market. Over the same reporting period, the Lehman Brothers 7-Year General Obligations Index (L7GO) was up 2.08%.**

Yield Curve Steepens Considerably

The first half of the Fund's fiscal year saw a dramatic steepening of the municipal yield curve. Bond yields dropped for securities with maturities less than five years, but rose modestly for longer maturity paper. This created a scenario whereby total returns on short bonds exceeded the returns available in longer securities. Since the Fund is intermediate in nature, we participated in the rally in short bonds, but it became impossible to match the total returns garnered by owning only short-term municipal bonds.

The Fed's cycle of reducing rates is nearly over. The portfolio adjustment to be made after the Fed stops cutting rates is to limit exposure to the part of the yield curve likely to suffer most as short-term rates begin to rise. We anticipate paring our holdings in the 4-8 year range as a defensive measure in the Fund.

Fiscal Health Concerns

Overall municipal bond credit quality remains healthy. Yet tax revenues contract during a recession, and many states and local municipalities are just now beginning to feel pinched. Proposed cuts in spending and/or tax increases have become commonplace in numerous budget plans. The credit rating agencies will continue to closely monitor fiscal health, with subsequent downward rating adjustments to follow where necessary. We will continue to emphasize high-quality bonds, as evidenced by greater than 80% of the Fund holdings rated AA or higher.††

Bond Funds Destined for Inflows

As individuals exhibit continued frustration over the lack of yield in money market funds, positive money flows should support the Fund. The municipal bond market remains one of the best alternatives for high tax bracket investors to earn competitive returns without taking on substantial amounts of risk.††† The value of owning bonds in a diversified portfolio has been clearly demonstrated the past two years. We will continue to strive to provide an alternative for investors seeking the safety and benefit of owning a high quality tax-free intermediate maturity bond fund.

Sincerely

/s/John D. Boritzke

John D. Boritzke, CFA
Manager, Marshall Intermediate Tax-Free Fund

[Photo of Boritzke]

** The LIMI and the L7GO are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The L7GO is an index comprised of general obligation bonds rated A or better with maturities between six and eight years. They do not reflect sales charges.

† Income may be subject to state and local taxes and a portion of the Fund's dividends may be subject to the alternative minimum tax.

†† The principal value of this Fund will fluctuate, unlike a money market fund, which seeks to maintain a stable net asset value.

††† Ratings pertain only to the securities in the portfolio and do not protect Fund shares against market risk.

Marshall Short-Term Income Fund

The Marshall Short-Term Income Fund (the "Fund") seeks to maximize total return consistent with current income. Fund assets are invested in short- to intermediate-term investment grade bonds and notes, including corporate, asset-backed, mortgage-backed and U.S. government securities. The Fund's investment adviser changes the Fund's weightings in these sectors as it deems appropriate and uses macroeconomic, credit and market analysis to select portfolio securities. The Fund maintains an average dollar-weighted maturity of six months to three years.

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 0.85%,* versus a 1.71% total return for the Lipper Short-Term Investment Grade Bond Fund Index (LSTIBI) and a 3.05% total return for the Merrill Lynch 1-3 Year U.S. Government/Corporate Index (ML13).**

Short-Term Interest Rates Continued Their Decline

Over much of the past six months, the Federal Reserve Board (the "Fed") continued to cut the federal funds target rate, making especially deep cuts in the wake of the September 11 terrorist attacks and subsequent market shutdown. Because this Fund invests primarily in the three-month to two-year sector of the bond market--a sector heavily influenced by the Fed's actions--its yield has declined as well.

In contrast with declining yields on the short end of the yield curve, yields rose for bonds with maturities of 10 years and greater. This combination led to further steepening of the yield curve--that is, the gap between the low short-term and higher long-term yields. In this environment, we have sought to keep the Fund's duration near a target of about 1.5 years.***

The economic uncertainty that prompted the Fed to cut short-term interest rates also led corporate bonds to lose favor with investors. The recent attention brought to accounting irregularities further eroded investors' confidence in corporate securities--even those issued by firms without such problems. The firm's position in corporates contributed to its underperformance during the reporting period, despite the high quality of our holdings.

An Emphasis on Quality

As the spread between the yields on corporate issues and those of Treasury securities has widened, we continue our focus on credit quality. We have added significantly to our exposure to agency-backed issues, primarily two- to four-year straight agency debentures. These issues still offer a reasonable yield with the low credit risk that results from their being issued by an agency of the federal government.|

With regard to our corporate exposure, we have been focusing on a very select group of high-grade issues that appear to be positioned well to weather concerns in that sector of the market.

Looking Ahead to Recovery

In recent months, a number of indicators have pointed to an improving economic environment, and it appears to us that the economy should build up additional steam over the next several months.

Sincerely,

/s/Richard M. Rokus

Richard M. Rokus, CFA
Manager, Marshall Short-Term Income Fund

[Photo of Rokus]

* Past performance is no guarantee of future results. The line graph and table do not reflect the deductions of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost.

** The LSTIBI and the ML13 are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The ML13 is an index tracking short-term U.S. government and corporate securities with maturities between 1 and 2.99 years. The index is produced by Merrill Lynch Pierce Fenner & Smith. They do not reflect sales charges.

† Fund holdings are guaranteed only as the payment of principal and interest. Fund shares are not guaranteed and their value will fluctuate with market conditions.

Marshall Money Market Fund

The Marshall Money Market Fund (the "Fund") invests in high-quality, short-term money market instruments.* The Fund's investment adviser uses a bottom-up approach, meaning that the Fund manager looks primarily at individual securities against the context of broader market factors.

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 1.18%.** This compares with a total return of 0.97% for the Money Fund Report Averages^TM and 1.04% for the Lipper Money Market Funds Index.*** As of February 28, 2002, the Fund's 7-day net yield was 1.71%.†

Fed Moves Rates Downward--For a Time

For much of the reporting period, the Federal Reserve Board (the "Fed") continued to cut the federal funds target rate to address concerns about economic conditions, particularly in the wake of September 11. The federal funds target rate started the reporting period at 3.5%, and by the end of 2001 had been cut to 1.75%--half its previous level. At that point, the Fed appeared to be at or near the end of its easing cycle and made no further reductions in the first two months of 2002.

Such cuts of course had direct, significant impact on money market yields. In this environment, we continued to emphasize one-year notes and floating-rate issues, which helped to shore up the Fund's yield.

The Fed's rate cuts appear to have had at least some of their desired effect, as late in 2001 and early in 2002 many signs of an economic recovery emerged. Statistics regarding Gross Domestic Product, durable goods orders, consumer confidence, and housing starts, among others, all pointed to an improving economic picture.

Positioning for an Improving Economy

It appears that Alan Greenspan, while confident in a recovery, is prepared to allow the economy to get its feet back under it before moving to raise rates. In time, rate hikes will come, but at this point they appear to be several months or more in the future. This could mean that money market total returns are likely to hold fairly steady for the foreseeable future.

We intend to add more commercial paper to the portfolio in the months ahead, as it has now become cheap relative to other securities as a result of concerns about corporate accounting practices. Investors now scrutinize the accounting methods employed by corporations. Many investors have turned away from commercial paper out of fear of further unpleasant surprises. While the impact of these concerns has been felt throughout the commercial paper market, at this point it appears that such extreme accounting improprieties represent an aberration and are not widespread.

One-year paper also will continue to play a role in the portfolio. These securities still offer an attractive yield advantage and we will add it to the Fund as we find appropriate opportunities.

Sincerely,

/s/Richard M. Rokus

Richard M. Rokus, CFA
Manager, Marshall Money Market Fund

[Photo of Rokus]

* An investment in money market funds is neither insured nor guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although money market funds seek to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in these funds.

** Past performance is no guarantee of future results. Yields will vary. Yields quoted for money market funds most closely reflect the Fund's current earnings.

*** Money Fund Report^TM, a service of iMoneyNet, Inc. (formerly IBC Financial Data) publishes annualized yields of hundreds of money market funds on a weekly basis, and through its Money Market Insight publication reports monthly and year-to-date investment results for the same money funds. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the category indicated. They do not reflect sales charges

† The 7-day net annualized yield is based on the average net income per share for the 7 days ended on the date of calculation and the offering price on that date. The 7-day effective yield is annualized and reflects daily compounding of the 7-day net yield.

February 28, 2002 (unaudited)

Portfolio of Investments

Equity Income Fund

		Description		Value
	Common Stocks -- 98.5%
	Consumer Discretionary -- 5.3%
		Advertising -- 0.4%
52,400		Interpublic Group of Cos., Inc.	$	1,425,280
		Automobile Manufacturers -- 1.5%
168,454		Ford Motor Co.		2,506,596
62,500		(1)General Motors Corp.		3,311,250

		Total		5,817,846
		Department Stores -- 1.0%
36,200		May Department Stores Co.		1,326,368
52,000		Sears, Roebuck & Co.		2,734,160

		Total		4,060,528
		Hotels -- 0.5%
39,000		(1)Carnival Corp.		1,064,310
22,000		Starwood Hotels & Resorts Worldwide, Inc.		792,000

		Total		1,856,310
		Household Appliances -- 0.5%
25,000		Whirlpool Corp.		1,877,500
		Housewares & Specialty -- 0.3%
38,100		Newell Rubbermaid, Inc.		1,186,053
		Photographic Products -- 0.2%
29,000		Eastman Kodak Co.		913,500
		Publishing & Printing -- 0.9%
28,400		Gannett Co., Inc.		2,163,512
19,300		McGraw-Hill Cos., Inc.		1,269,940

		Total		3,433,452

		Total Consumer Discretionary		20,570,469
	Consumer Staples -- 12.6%
		Brewers -- 0.9%
45,000		Anheuser-Busch Cos., Inc.		2,288,250
20,700		(1)Coors Adolph Co., Class B		1,252,557

		Total		3,540,807
		Food Distributors -- 0.2%
30,000		SUPERVALU, Inc.		778,500
		Household Products -- 4.0%
39,000		Clorox Co.		1,707,810
21,600		Colgate-Palmolive Co.		1,209,168
52,600		Kimberly-Clark Corp.		3,292,760
109,200		Procter & Gamble Co.		9,259,068

		Total		15,468,806
		Packaged Foods -- 2.2%
16,500		General Mills, Inc.		762,795
50,000		Heinz (H.J.) Co.		2,038,500
110,600		Sara Lee Corp.		2,313,752
56,500		Unilever N.V., ADR		3,292,820

		Total		8,407,867
		Personal Products -- 0.5%
63,000		Gillette Co.		2,153,970
		Soft Drinks -- 2.6%
211,500		Coca-Cola Co.		10,022,985
		Tobacco -- 2.2%
163,400		Philip Morris Cos., Inc.		8,604,644

		Total Consumer Staples		48,977,579
	Energy -- 11.6%
		Oil & Gas Equipment/Services -- 0.6%
43,800		Schlumberger Ltd.		2,549,598
		Oil & Gas Exploration/Production -- 0.3%
27,000		Burlington Resources, Inc.		1,014,660
		Oil & Gas Integrated -- 10.7%
22,000		Amerada-Hess Corp.		1,523,940
87,834		Chevron Corp.		7,416,703
473,552		Exxon Mobil Corp.		19,557,698
49,700		Marathon Oil Corp.		1,366,750
61,300		Occidental Petroleum Corp.		1,645,292
45,000		Phillips Petroleum Co.		2,659,950
147,300		Royal Dutch Petroleum Co., ADR		7,566,801

		Total		41,737,134

		Total Energy		45,301,392
	Financials -- 23.7%
		Banks -- 11.3%
122,000		Bank of America Corp.		7,801,900
59,300		Bank of New York Co., Inc.		2,232,052
65,800		Bank One Corp.		2,358,272
24,000		BB&T Corp.		888,240
26,000		Comerica, Inc.		1,556,100
22,000		Fifth Third Bancorp		1,402,720
107,120		Fleet Boston Financial Corp.		3,575,666
65,000		Huntington Bancshares, Inc.		1,199,250
37,000		Mellon Financial Corp.		1,332,000
74,000		National City Corp.		2,110,480
13,500		PNC Financial Services Group, Inc.		741,690
46,000		Regions Financial Corp.		1,495,000
33,600		SunTrust Banks, Inc.		2,109,744
135,400		(1)U.S. Bancorp		2,823,090
79,800		Wachovia Corp.		2,651,754
89,400		Washington Mutual, Inc.		2,908,182
131,000		(1)Wells Fargo & Co.		6,143,900
15,000		Zions Bancorporation		792,750

		Total		44,122,790
		Consumer Finance -- 0.4%
27,500		Household International, Inc.		1,416,250
		Diversified Financial Services -- 8.8%
378,538		Citigroup, Inc.		17,128,844
77,600		Fannie Mae		6,072,200
146,150		J.P. Morgan & Co., Inc.		4,274,888
39,800		Merrill Lynch & Co., Inc.		1,908,410
101,500		Morgan Stanley Dean Witter & Co.		4,985,680

		Total		34,370,022
		Insurance-Brokers -- 1.0%
34,500		AON Corp.		1,194,735
24,500		Marsh & McLennan Cos., Inc.		2,585,975

		Total		3,780,710
		Insurance-Life/Health -- 1.0%
40,000		Lincoln National Corp.		2,048,400
59,700		UNUM Provident Corp.		1,690,704

		Total		3,739,104
		Insurance-Multi-line -- 0.2%
10,500		(1)Hartford Financial Services Group, Inc.		703,500
		Insurance-Property/Casualty -- 0.6%
67,600		Allstate Corp.		2,367,352
		Real Estate Investment Trust -- 0.4%
52,000		Equity Office Properties Trust		1,492,400

		Total Financials		91,992,128
	Healthcare -- 15.5%
		Healthcare-Equipment -- 0.2%
13,500		Bard (C.R.), Inc.		734,400
		Healthcare-Managed Care -- 0.6%
25,000		CIGNA Corp.		2,242,500
		Pharmaceuticals -- 14.7%
96,250		Abbott Laboratories		5,442,937
77,700		American Home Products Corp.		4,937,835
164,600		Bristol-Myers Squibb Co.		7,736,200
203,000		Johnson & Johnson		12,362,700
97,950		Lilly (Eli) & Co.		7,417,753
182,200		(1)Merck & Co., Inc.		11,174,326
81,300		Pharmacia Corp.		3,337,365
144,000		Schering-Plough Corp.		4,966,560

		Total		57,375,676

		Total Healthcare		60,352,576
	Industrials -- 14.0%
		Aerospace/Defense -- 3.1%
68,500		Boeing Co.		3,148,260
13,500		General Dynamics Corp.		1,226,880
47,700		Goodrich Corp.		1,423,845
68,200		Honeywell International, Inc.		2,599,784
54,900		Rockwell Collins		1,276,425
30,600		United Technologies Corp.		2,232,270

		Total		11,907,464
		Building Products -- 0.2%
28,200		Masco Corp.		791,574
		Commercial Printing -- 0.3%
40,000		Donnelley (R.R.) & Sons Co.		1,144,400
		Construction & Engineering Services -- 0.4%
42,500		Fluor Corp.		1,611,175
		Electrical Components -- 1.1%
19,000		Cooper Industries, Inc.		671,650
47,000		Emerson Electric Co.		2,706,730
40,000		Rockwell International Corp.		790,000

		Total		4,168,380
		Industrial Conglomerates -- 5.9%
476,000		General Electric Co.		18,326,000
32,000		(1)Minnesota Mining & Manufacturing Co.		3,773,760
16,300		Textron, Inc.		774,739

		Total		22,874,499
		Machinery Construction/Farm -- 0.2%
13,000		Caterpillar, Inc.		721,630
		Machinery Industrial -- 1.1%
17,000		Dover Corp.		672,690
10,500		Illinois Tool Works, Inc.		772,380
38,000		(1)Ingersoll-Rand Co.		1,900,000
14,000		ITT Industries, Inc.		826,000

		Total		4,171,070
		Railroads -- 0.6%
39,800		Burlington Northern Santa Fe		1,154,996
22,000		(1)Union Pacific Corp.		1,334,740

		Total		2,489,736
		Services-Div./Commercial -- 0.2%
19,000		Deluxe Corp.		900,600
		Services-Office/Supplies -- 0.7%
25,000		Avery Dennison Corp.		1,600,000
30,000		Pitney Bowes, Inc.		1,251,600

		Total		2,851,600
		Trucking -- 0.2%
28,000		Ryder Systems, Inc.		786,800

		Total Industrials		54,418,928
	Information Technology -- 0.6%
		Computer Hardware -- 0.6%
120,800		Hewlett-Packard Co.		2,430,496
	Materials -- 4.0%
		Aluminum -- 0.9%
98,000		(1)Alcoa, Inc.		3,681,860
		Chemicals Diversified -- 1.7%
52,608		Dow Chemical Co.		1,645,578
88,500		Du Pont (E.I.) de Nemours & Co.		4,145,340
20,100		Eastman Chemical Co.		884,400

		Total		6,675,318
		Forrest Products -- 0.4%
28,000		(1)Weyerhaeuser Co.		1,730,960
		Industrial Gases -- 0.5%
30,000		Praxair, Inc.		1,737,000
		Paper Products -- 0.5%
47,000		Georgia-Pacific Corp.		1,205,550
16,500		International Paper Co.		721,875

		Total		1,927,425

		Total Materials		15,752,563
	Telecommunications Services -- 6.9%
		Integrated Telecommunication Services -- 6.9%
36,500		Alltel Corp.		2,031,225
109,000		(1)BellSouth Corp.		4,224,840
270,432		SBC Communications, Inc.		10,233,147
221,690		Verizon Communications, Inc.		10,375,092

		Total Telecommunications Services		26,864,304
	Utilities -- 4.3%
		Electric Utilities -- 3.1%
44,000		Cinergy Corp.		1,399,200
96,000		(1)Duke Energy Corp.		3,388,800
31,500		Exelon Corp.		1,552,320
28,000		FPL Group, Inc.		1,487,080
40,000		PPL Corp.		1,304,400
66,000		Reliant Energy, Inc.		1,372,800
30,000		(1)TXU Corp.		1,526,100

		Total		12,030,700
		Gas Utilities -- 1.2%
67,700		El Paso Corp.		2,645,716
42,000		KeySpan Corp.		1,346,100
19,000		NICOR, Inc.		795,150

		Total		4,786,966

Shares or Principal Amount			Description	Value
			Multi-Utilities -- 0.0%
	6,700		(1)Williams Cos., Inc. (The)	$	103,515

			Total Utilities		16,921,181

		Total Common Stocks (identified cost $312,948,079)			383,581,616
		(2)U.S. Treasury -- 0.1%
$	500,000		4/11/2002 (identified cost $499,072)		499,180

			Total Investments in Securities (identified cost $313,447,151)		384,080,796
			(3)Repurchase Agreement -- 1.5%
	5,995,659		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		5,995,659

			Total Investments (identified cost $319,442,810)	$	390,076,455

Large-Cap Growth & Income Fund

Shares			Description		Value
		Common Stocks -- 90.1%
		Consumer Discretionary -- 9.0%
			Broadcasting -- 0.9%
	66,630		(4)Clear Channel Communications, Inc.	$	3,106,291
			Entertainment -- 2.3%
	211,350		(4)AOL Time Warner, Inc.		5,241,480
	144,116		(1)Disney(Walt) Co.		3,314,668

			Total		8,556,148
			Retail -- 5.8%
	131,640		(1)Home Depot, Inc.		6,582,000
	142,600		Lowe's Cos., Inc.		6,452,650
	128,230		Wal-Mart Stores, Inc.		7,951,542

			Total		20,986,192

			Total Consumer Discretionary		32,648,631
		Consumer Staples -- 8.8%
			Beverages & Foods -- 1.9%
	144,814		Coca-Cola Co.		6,862,735
			Household Products -- 1.8%
	77,530		(1)The Procter & Gamble Co.		6,573,769
			Personal Care -- 1.3%
	149,220		(1)The Estee Lauder Cos., Inc., Class A		4,655,664
			Tobacco -- 3.8%
	258,650		Philip Morris Cos., Inc.		13,620,509

			Total Consumer Staples		31,712,677
		Energy -- 6.4%
			Oil & Gas-Integrated -- 6.4%
	66,725		ChevronTexaco Corp.		5,634,259
	300,642		Exxon Mobil Corp.		12,416,515
	95,870		Royal Dutch Petroleum Co., ADR		4,924,842

			Total Energy		22,975,616
		Financials -- 12.2%
			Banks -- 3.0%
	116,740		Bank of New York Co., Inc.		4,394,094
	138,580		Wells Fargo & Co.		6,499,402

			Total		10,893,496
			Diverse Financial Services -- 5.7%
	148,760		American Express Co.		5,422,302
	202,823		Citigroup, Inc.		9,177,741
	90,990		Federal Home Loan Mortgage Corp.		5,799,703

			Total		20,399,746
			Insurance -- 3.5%
	91,024		American International Group, Inc.		6,733,045
	87,320		MGIC Investment Corp.		5,860,918

			Total		12,593,963

			Total Financials		43,887,205
		Healthcare -- 18.4%
			Pharmaceuticals & Healthcare -- 18.4%
	126,100		Abbott Laboratories		7,130,955
	96,340		American Home Products Corp.		6,122,407
	88,670		(1)(4)Amgen, Inc.		5,141,087
	121,850		Cardinal Health, Inc.		8,053,066
	316,220		(1)HCA, Inc.		12,879,641
	82,770		Johnson & Johnson		5,040,693
	51,370		Merck & Co., Inc.		3,150,522
	235,110		Pfizer, Inc.		9,630,106
	138,470		Pharmacia Corp.		5,684,193
	105,020		Schering Plough Corp.		3,622,140

			Total Healthcare		66,454,810
		Industrials -- 10.5%
			Aerospace & Defense -- 1.6%
	152,610		(1)Honeywell International, Inc.		5,817,493
			Airlines -- 1.1%
	157,960		(4)AMR Corp.		4,122,756
			Electrical Equipment -- 2.2%
	269,040		Tyco International Ltd.		7,829,064
			Industrial Conglomerates -- 5.6%
	467,140		General Electric Co.		17,984,890
	16,700		Minnesota Mining & Manufacturing Co.		1,969,431

			Total		19,954,321

			Total Industrials		37,723,634
		Information Technology -- 21.3%
			Computers -- 3.2%
	75,940		International Business Machines Corp.		7,451,233
	44,380		(4)Lexmark International, Inc., Class A		2,206,130
	241,600		(4)Sun Microsystems, Inc.		2,056,016

			Total		11,713,379
			Computer Services -- 8.5%
	365,950		(1)(4)BMC Software, Inc.		5,873,497
	134,600		(1)Electronic Data Systems Corp.		7,945,438
	266,870		(4)Microsoft Corp.		15,569,196
	33,040		(4)Veritas Software Corp.		1,172,590

			Total		30,560,721
Shares or Principal Amount			Description		Value
			Semiconductors -- 9.1%
	220,600		(4)Agere Systems, Inc., Class A		882,400
	148,600		(4)Applied Materials, Inc.		6,459,642
	243,470		(1)(4)Applied Micro Circuits Corp.		1,872,284
	245,100		Intel Corp.		6,997,605
	137,780		Micron Technology, Inc.		4,429,627
	198,090		(4)National Semiconductor Corp.		4,981,963
	182,870		(1)Texas Instruments, Inc.		5,367,234
	243,700		(4)Vitesse Semiconductor Corp.		1,710,774

			Total		32,701,529
			Telecommunications -- 0.5%
	301,760		(1)(4)Lucent Technologies, Inc.		1,686,838

			Total Information Technology		76,662,467
		Telecommunication Services -- 3.5%
			Telecommunications -- 3.5%
	238,750		AT&T Corp.		3,710,175
	79,040		BellSouth Corp.		3,063,590
	159,240		SBC Communications, Inc.		6,025,642

			Total Telecommunication Services		12,799,407

			Total Common Stocks (identified cost $251,894,437)		324,864,447
			Corporate Bonds -- 2.1%
			Retail -- 2.1%
$	11,760,000		Kohl's Corp., Sub. Note, Zero Coupon, 6/12/2020 (identified cost $7,598,234)		7,541,100
			(2)U.S. Treasury Bill -- 0.3%
	1,250,000		4/11/2002 (identified cost $1,247,679)		1,247,950

			Total Investments in Securities (identified cost $260,740,350)		333,653,497
			(3)Repurchase Agreement -- 11.7%
	42,082,900		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		42,082,900

			Total Investments (identified cost $302,823,250)	$	375,736,397

Mid-Cap Value Fund

Shares		Description		Value
	Common Stocks -- 89.1%
	Consumer Discretionary -- 8.4%
		Automotive -- 1.0%
25,000		Johnson Controls, Inc.	$	2,219,000
		Broadcasting -- 2.0%
200,000		(1)(4)Adelphia Communications Corp., Class A		4,390,000
		Housewares & Specialties -- 2.2%
160,000		Newell Rubbermaid, Inc.		4,980,800
		Manufacturing -- 1.8%
205,000		Mattel, Inc.		3,884,750
		Retail -- 1.4%
85,000		Ross Stores, Inc.		3,065,100

		Total Consumer Discretionary		18,539,650
	Consumer Staples -- 6.1%
		Beverages & Foods -- 6.1%
175,000		(1)(4)Kroger Co., Inc.		3,876,250
166,200		(1)(4)Ralcorp Holdings, Inc.		4,354,440
200,000		(1)SUPERVALU, Inc.		5,190,000

		Total Consumer Staples		13,420,690
	Energy -- 5.2%
		Oil & Gas Products -- 5.2%
115,000		Burlington Resources, Inc.		4,321,700
88,000		Noble Affiliates, Inc.		3,185,600
110,000		(4)Noble Drilling Corp.		3,875,300

		Total Energy		11,382,600
	Financials -- 8.0%
		Banks -- 1.3%
81,500		(1)Associated Banc Corp.		2,987,790
		Insurance -- 6.7%
83,000		ACE Ltd.		3,643,700
70,000		Jefferson-Pilot Corp.		3,539,900
51,000		MGIC Investment Corp.		3,423,120
120,000		SAFECO Corp.		4,074,000

		Total		14,680,720

		Total Financials		17,668,510
	Healthcare -- 6.2%
		Equipment -- 2.6%
145,000		(4)Boston Scientific Corp.		3,242,200
60,000		Guidant Corp.		2,490,000

		Total		5,732,200
		Pharmaceuticals & Healthcare -- 3.6%
235,200		(4)Manor Care, Inc.		4,410,000
115,000		(1)(4)Renal Care Group, Inc.		3,530,500

		Total		7,940,500

		Total Healthcare		13,672,700
	Industrials -- 20.0%
		Aerospace & Defense -- 1.8%
36,580		(1)Northrop Grumman, Corp.		3,915,523
		Electrical Components -- 1.8%
200,000		Rockwell Automation, Inc.		3,950,000
		Manufacturing -- 2.2%
37,500		SPX Corp.		4,744,125
		Rail Road -- 1.7%
100,000		CSX Corp.		3,774,000
		Services -- 11.4%
60,000		(4)ARAMARK Corp., Class B		1,536,000
110,000		(4)Global Payments, Inc.		3,362,700
45,000		H&R Block, Inc.		2,270,250
110,000		(1)Manpower, Inc.		3,688,300
220,000		(4)Republic Services, Inc.		3,949,000
391,500		(1)(4)Spherion Corp.		3,640,950
130,000		Viad Corp.		3,237,000
150,000		(1)(4)Watson Wyatt & Company Holdings		3,637,500

		Total		25,321,700
		Transportation -- 1.1%
30,000		(1)(4)Landstar System, Inc.	$	2,468,400

		Total Industrials		44,173,748
	Information Technology -- 17.2%
		Computer Hardware -- 0.8%
385,000		(4)Gateway, Inc.		1,771,000
		Computer Services -- 6.1%
175,000		(1)(4)American Management System, Inc.		3,244,500
225,000		(4)BMC Software, Inc.		3,611,250
70,000		(4)Computer Sciences Corp.		3,325,700
210,100		(4)Keane, Inc.		3,361,600

		Total		13,543,050
		Electrical Equipment -- 2.0%
140,000		Hubbell, Inc., Class B		4,478,600
		Paper & Related Products -- 2.0%
225,000		(4)Electronics for Imaging, Inc.		4,365,000
		Semiconductors -- 1.5%
100,000		(1)(4)Teradyne, Inc.		3,351,000
		Services -- 3.8%
375,000		IKON Office Solutions, Inc.		5,025,000
192,200		(4)KPMG Consulting, Inc.		3,369,266

		Total		8,394,266
		Telecommunications -- 1.0%
127,300		(4)CommScope, Inc.		2,100,450

		Total Information Technology		38,003,366
	Materials -- 11.1%
		Building Materials -- 1.6%
86,000		Martin Marietta Materials, Inc.		3,590,500
		Chemicals -- 1.4%
113,700		H.B. Fuller Co.		3,033,516
		Metals -- 3.3%
176,900		Fording, Inc.		3,182,431
70,000		Nucor Corp.		3,955,000

		Total		7,137,431
		Paper & Related Products -- 4.8%
79,500		Bowater, Inc.		4,098,225
165,000		(4)Packaging Corp. of America		3,164,700
60,000		Temple-Inland, Inc.		3,341,400

		Total		10,604,325

		Total Materials		24,365,772
	Telecommunication Services -- 5.8%
		Telecommunications -- 5.8%
65,000		ALLTEL Corp.		3,617,250
350,000		Citizens Communications Co., Class B		3,188,500
47,500		Telephone and Data System, Inc.		4,139,625
270,000		WorldCom, Inc. - MCI Group		1,860,300

		Total Telecommunication Services		12,805,675
	Utilities -- 1.1%
		Electric Utilities -- 1.1%
78,000		Cinergy Corp.		2,480,400

		Total Common Stocks (identified cost $163,741,374)		196,513,111
Principal Amount		Description		Value
	(3)Repurchase Agreement -- 12.0%
$26,416,620		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)	$	26,416,620

		Total Investments (identified cost $190,157,994)	$	222,929,731

Mid-Cap Growth Fund

Shares			Description		Value
		Common Stocks -- 87.5%
		Consumer Discretionary -- 15.6%
			Broadcasting -- 8.2%
	500,000		(4)Adelphia Communications Corp., Class A	$	10,975,000
	200,000		(4)Cox Radio, Inc., Class A		5,038,000
	75,000		(4)Insight Communications Co., Inc.		1,575,000
	350,000		(4)Liberty Media Corp., Class A		4,480,000
	75,000		(4)USA Networks, Inc.		2,217,000

			Total		24,285,000
			Leisure & Recreation -- 4.5%
	300,000		(4)Bally Total Fitness Holding Corp.		5,085,000
	545,000		(1)(4)Six Flags, Inc.		8,038,750

			Total		13,123,750
			Retail -- 2.9%
	100,000		(4)BJ's Wholesale Club, Inc.		4,115,000
	225,000		(4)Staples, Inc.		4,425,750

			Total		8,540,750

			Total Consumer Discretionary		45,949,500
		Consumer Staples -- 8.3%
			Food-Wholesale Distribution -- 1.3%
	100,000		(1)(4)Performance Food Group Co.		3,729,000
			Retail -- 3.5%
	525,000		(1)(4)PetsMart, Inc.		5,612,250
	160,000		(4)Stage Stores, Inc.		4,784,000

			Total		10,396,250
			Services -- 3.5%
	150,000		(4)Concord EFS, Inc.		4,504,500
	205,000		(1)(4)TMP Worldwide, Inc.		5,723,600

			Total		10,228,100

			Total Consumer Staples		24,353,350
		Energy -- 5.4%
			Oil & Gas Products -- 5.4%
	140,000		(4)Nabors Industries, Inc.		4,965,800
	110,000		Noble Affiliates, Inc.		3,982,000
	220,000		Ocean Energy, Inc.		4,015,000
	235,000		(4)Pride International, Inc.		3,026,800

			Total Energy		15,989,600
		Financials -- 8.7%
			Insurance -- 8.7%
	80,000		Ambac Financial Group, Inc.		4,964,000
	135,000		Lincoln National Corp.		6,913,350
	150,000		Old Republic International Corp.		4,794,000
	160,000		(1)PartnerRe Ltd.		9,056,000

			Total Financials		25,727,350
		Healthcare -- 20.3%
			Medical Supplies -- 3.6%
	55,000		Allergan, Inc.		3,566,200
	200,000		(4)Covance, Inc.		3,550,000
	75,000		(1)(4)Invitrogen Corp.		3,423,000

			Total		10,539,200
			Pharmaceuticals & Healthcare -- 16.7%
	50,000		(1)(4)Accredo Health, Inc.		2,582,500
	65,000		(4)AdvancePCS		2,074,800
	100,000		(4)AmerisourceBergen Corp.		6,770,000
	200,000		(4)BioMarin Pharmaceutical, Inc.		2,004,000
	125,000		(4)Charles River Laboratories International, Inc.		3,707,500
	50,000		(4)Gilead Sciences, Inc.		3,523,000
	55,000		(1)(4)IDEC Pharmaceuticals Corp.		3,455,100
	85,000		(4)InterMune, Inc.		3,086,350
	175,000		(4)King Pharmaceuticals, Inc.		5,435,500
	140,000		(1)(4)Priority Healthcare Corp., Class B		3,465,000
	100,000		(1)(4)Quest Diagnostic, Inc.		7,091,000
	100,000		(4)Taro Pharmaceutical Industries Ltd.		3,011,000
	75,000		(4)Universal Health Services, Inc., Class B		2,886,750

			Total		49,092,500

			Total Healthcare		59,631,700
		Industrials -- 1.9%
			Electrical Equipment -- 1.9%
	45,000		SPX Corp.		5,692,950
		Information Technology -- 27.3%
			Computer Services -- 5.2%
	100,000		(4)Affiliated Computer Services, Inc., Class A		4,891,000
	125,000		(1)(4)Bisys Group, Inc.		3,935,000
	75,000		(4)Intuit, Inc.		2,841,750
	125,000		(1)(4)Manhattan Associates, Inc.		3,756,250

			Total		15,424,000
			Electrical Equipment -- 7.2%
	245,000		(4)Flextronics International Ltd.		3,513,300
	275,000		(4)Intersil Corp., Class A		7,628,500
	220,000		(1)Molex, Inc.		6,512,000
	150,000		PerkinElmer, Inc.		3,450,000

			Total		21,103,800
			Product Security -- 0.8%
	100,000		(4)VeriSign, Inc.		2,373,000
			Semiconductors -- 6.4%
	66,500		(1)(4)Anadigics, Inc.		629,755
	175,000		(1)(4)ATMI, Inc.		4,483,500
Shares or Principal Amount			Description		Value
	130,000		(1)(4)Chartered Semiconductor Manufacturing Ltd., ADR		2,922,400
	500,000		(4)Conexant Systems, Inc.		5,120,000
	280,000		(4)Entegris, Inc.		2,889,600
	175,000		(1)(4)LSI Logic Corp.		2,623,250

			Total		18,668,505
			Software -- 5.6%
	150,000		(4)JDA Software Group, Inc.		3,967,500
	150,000		(4)PeopleSoft, Inc.		4,360,500
	150,000		(1)(4)Stellent, Inc.		2,248,500
	250,000		(4)Vastera, Inc.		3,277,500
	225,000		(1)(4)Wind River Systems, Inc.		2,607,750

			Total		16,461,750
			Telecommunications -- 2.1%
	800,000		(4)ADC Telecommunications, Inc.		2,880,000
	150,000		(1)Scientific-Atlanta, Inc.		3,355,500

			Total		6,235,500

			Total Information Technology		80,266,555

		Total Common Stocks (identified cost $273,057,158)			257,611,005
		(2)U.S. Treasury Bill -- 0.5%
$	1,500,000		4/11/2002 (identified cost $1,497,215)		1,497,540

		Total Investments in Securities (identified cost $274,554,373)			259,108,545
		(3)Repurchase Agreements -- 13.2%
	38,828,537		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		38,828,537

		Total Investments (identified cost $313,382,910)		$	297,937,082

Small-Cap Growth Fund

Shares			Description		Value
		Common Stocks -- 96.5%
		Consumer Discretionary -- 29.5%
			Broadcasting -- 6.9%
	100,000		(1)(4) Adelphia Communications Corp., Class A	$	2,195,000
	100,000		(1)(4) Cablevision Systems Corp.-Rainbow Media Group		2,530,000
	89,000		(4)Spanish Broadcasting System, Inc., Class A		1,107,160
	100,000		(4)Value Vision International, Inc., Class A		1,850,000

			Total		7,682,160
			Leisure & Recreation -- 17.9%
	60,000		(4)Bally Total Fitness Holding Corp.		1,017,000
	650,000		(1)(4)BAM! Entertainment, Inc.		3,783,000
	250,000		(4)Hollywood Casino Corp., Class A		3,557,500
	200,000		Intrawest Corp.		3,184,000
	300,000		(1)(4)Midway Games, Inc.		3,513,000
	130,000		(1)(4)Orient-Express Hotels Ltd., Class A		2,220,400
	200,000		Pinnacle Entertainment, Inc.		1,310,000
	55,000		(4)Sun International Hotels Ltd.		1,370,050

			Total		19,954,950
			Retail -- 4.7%
	65,000		(1)(4)Abercrombie & Fitch Co., Class A		1,731,600
	45,000		(1)(4)BJ's Wholesale Club, Inc.		1,851,750
	130,000		(1)(4)Galyan's Trading Co.		1,609,400

			Total		5,192,750

			Total Consumer Discretionary		32,829,860
		Consumer Staples -- 1.8%
			Movies & Entertainment -- 1.8%
	185,000		(4)Alliance Atlantis Communications Inc., Class B		1,985,050
		Energy -- 7.1%
			Domestic & International Oil -- 4.0%
	50,000		(1)Frontline Ltd.		560,000
	100,000		(4)Horizon Offshore, Inc.		780,000
	136,000		(1)(4)Lone Star Technologies, Inc.		2,212,720
	41,700		(4)National-Oilwell, Inc.		871,947

			Total		4,424,667
			Oil & Gas Products -- 3.1%
	50,000		Noble Affiliates, Inc.		1,810,000
	40,000		(1)(4)Patterson-UTI Energy, Inc.		978,800
	100,000		(4)Ultra Petroleum Corp.		655,000

			Total		3,443,800

			Total Energy		7,868,467
		Financials -- 9.6%
			Banks -- 6.2%
	110,000		(1)Cullen Frost Bankers, Inc.		3,789,500
	60,000		(4)Southwest Bancorporation of Texas, Inc.		1,845,000
	40,000		UCBH Holdings, Inc.		1,331,600

			Total		6,966,100
			Insurance -- 3.4%
	55,000		Gallagher (Arthur J.) & Co.		1,917,300
	40,000		Radian Group, Inc.		1,866,800

			Total		3,784,100

			Total Financials		10,750,200
		Healthcare -- 19.9%
			Medical Supplies -- 9.0%
	125,000		(1)(4)Cell Genesys, Inc.		1,882,500
	35,000		(4)Cephalon, Inc.		2,040,500
	115,000		(4)Covance, Inc.		2,041,250
	100,000		(1)(4)Cryolife, Inc.		2,500,000
	35,000		(4)Invitrogen Corp.		1,597,400

			Total		10,061,650
			Pharmaceuticals & Healthcare -- 10.9%
	115,000		(4)BioMarin Pharmaceutical, Inc.		1,152,300
Shares or Principal Amount			Description		Value
	25,000		(1)(4)CV Therapeutics, Inc.		966,075
	60,000		(4)Charles River Laboratories International, Inc.		1,779,600
	90,000		(1)(4)Community Health Systems, Inc.		2,007,000
	55,000		(4)InterMune, Inc.		1,997,050
	70,000		(4)Priority Healthcare Corp., Class B		1,732,500
	80,000		(4)Triad Hospitals, Inc.		2,448,000

			Total		12,082,525

			Total Healthcare		22,144,175
		Industrials -- 1.5%
			Services -- 1.5%
	65,000		(1)(4)Resources Connection, Inc.		1,725,100
		Information Technology -- 27.1%
			Computer Services -- 1.4%
	120,000		(1)(4)SonicWALL, Inc.		1,552,800
			Electrical Equipment -- 5.3%
	142,500		(4)Microtune, Inc.		1,625,925
	230,000		(1)(4)Pemstar, Inc.		2,116,000
	650,000		(4)TranSwitch Corp.		1,865,500
	705,300		(1)(4)Viasystems Group, Inc.		260,961

			Total		5,868,386
			Semiconductor -- 10.7%
	140,000		(4)Aeroflex, Inc.		1,379,000
	89,000		(1)(4)Amkor Technology, Inc.		1,235,320
	120,000		(4)Integrated Circuit Systems, Inc.		2,221,200
	45,000		(4)MKS Instruments, Inc.		1,208,700
	140,000		(4)Oak Technology, Inc.		1,967,000
	430,000		(1)(4)Triquint Semiconductor, Inc.		3,891,500

			Total		11,902,720
			Software -- 8.0%
	150,000		(4)Ascential Software Corp.		585,000
	120,000		(1)(4)Aspect Communications Corp.		378,000
	100,000		(1)(4)HNC Software, Inc.		1,408,000
	135,000		(1)(4)Take-Two Interactive Software, Inc.		2,515,050
	1,450,000		(4)Vignette Corp.		4,060,000

			Total		8,946,050
			Telecommunication Equipment -- 1.7%
	1,150,000		(4)Oplink Communications		1,909,000

			Total Information Technology		30,178,956

		Total Common Stocks (identified cost $106,892,990)			107,481,808
		U.S. Treasury Bill -- 0.5%
$	600,000		4/11/2002 (identified cost $598,886)		599,016

		Total Investments in Securities (identified cost $107,491,876)			108,080,824
		(3)Repurchase Agreement -- 3.7%
	4,076,636		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		4,076,636

		Total Investments (identified cost $111,568,512)		$	112,157,460

International Stock Fund

		Description		Value
	Common Stocks -- 95.4%
	Australia -- 1.1%
		Banks -- 0.6%
110,400		National Australia Bank Ltd., Melbourne	$	2,042,581
		Construction Materials -- 0.2%
164,100		Brambles Industries Ltd.		771,967
		Insurance -- 0.3%
92,100		AMP Ltd.		893,660

		Total Australia		3,708,208
	Belgium -- 1.5%
		Banks -- 1.5%
320,000		Dexia		4,804,705
	Bermuda -- 1.1%
		IT Consulting & Services -- 1.1%
140,500		(4)Accenture Ltd.		3,679,695
	Brazil -- 2.1%
		Banks -- 0.5%
65,400		Unibanco-Uniao de Bancos Brasileiros SA, GDR		1,582,680
		Metals & Mining -- 0.9%
117,550		Companhia Vale Do Rio Doce, ADR		2,991,647
		Oil & Gas Integrated -- 0.7%
92,600		Petroleo Brasileiro SA, ADR		2,268,700

		Total Brazil		6,843,027
	Canada -- 2.0%
		Banks -- 1.0%
96,400		Royal Bank of Canada, Montreal		3,045,759
		Financial Services -- 0.4%
52,800		Manulife Financial Corp.		1,365,234
		Metal-Aluminum -- 0.6%
49,600		Alcan, Inc.		2,010,784

		Total Canada		6,421,777
	Finland -- 1.2%
		IT Consulting & Services -- 0.3%
33,700		TietoEnator OYJ		857,916
		Telecommunications -- 0.9%
150,100		Nokia Oyj, Class A, ADR		3,117,577

		Total Finland		3,975,493
	France -- 8.3%
		Automotive -- 0.5%
38,600		Peugeot SA		1,681,214
		Banks -- 0.9%
60,200		BNP Paribas SA		2,921,728
		Construction Equipment -- 0.7%
18,500		Technip		2,329,184
		Construction Materials -- 0.5%
18,110		Lafarge SA		1,560,304
		Domestic & International Oil -- 1.8%
39,400		Total Fina SA, Class B		5,796,385
		Healthcare -- 1.0%
46,100		Aventis SA		3,422,967
		Leisure & Recreation -- 0.0%
1,200		Societe Television Francaise 1		27,972
		Media -- 0.4%
30,400		Vivendi Universal SA		1,181,392
		Metals & Mining -- 0.8%
53,700		Pechiney SA, Class A		2,766,680
		Pharmaceuticals & Healthcare -- 0.5%
23,600		Sanofi Synthelabo SA		1,551,034
		Water Treatment -- 1.2%
56,600		Suez SA		1,578,120
72,000		(1)(4)Vivendi Environment		2,275,585
48,300		(1)Vivendi Environment, Warrants		16,729

		Total		3,870,434

		Total France		27,109,294
	Germany -- 5.0%
		Automotive -- 1.3%
111,300		Bayerische Motoren Werke AG		4,105,560
		Drugs -- 0.8%
45,000		Schering AG		2,691,347
		Healthcare -- 0.6%
38,762		Fresenius Medical Care AG		2,005,785
		Household Product/Wares -- 0.6%
29,000		Adidas-Salomon AG		1,881,825
		Insurance -- 1.4%
9,760		Allianz AG		2,197,054
10,390		Muenchener Rueckversicherungs-Gesellschaft AG		2,537,069

		Total		4,734,123
		Oil & Gas Products -- 0.3%
18,800		E.On AG		924,154

		Total Germany		16,342,794
	Hong Kong -- 1.5%
		Telecommunications -- 1.5%
1,059,000		(4)China Mobile (Hong Kong) Ltd.		3,055,101
126,600		(4)China Mobile (Hong Kong) Ltd., ADR		1,825,572

		Total Hong Kong		4,880,673
	Ireland -- 2.4%
		Banks -- 1.4%
474,100		Bank of Ireland		4,659,437
		Construction Materials -- 1.0%
191,400		CRH PLC		3,198,651

		Total Ireland		7,858,088
	Israel -- 0.3%
		Computers Services -- 0.3%
33,500		(4)Check Point Software Technologies Ltd.		935,320
	Italy -- 4.8%
		Insurance -- 1.5%
112,100		Assicurazioni Generali		2,779,039
188,000		Riunione Adriatica di Sicurta SpA		2,197,654

		Total		4,976,693
		Media -- 1.1%
434,600		Mediaset SpA		3,511,066
		Oil & Gas Products -- 1.2%
270,700		(1)ENI SpA		3,712,881
		Telecommunications -- 1.0%
639,800		Telecom Italia SpA		3,324,016

		Total Italy		15,524,656
	Japan -- 10.7%
		Air Freight & Couriers -- 0.7%
144,000		Yamato Transport		2,272,921
		Automotive -- 2.3%
42,900		Honda Motor Co., Ltd.		1,712,862
902,000		(1)Nissan Motor Co., Ltd.		5,876,682

		Total		7,589,544
		Broadcasting & Cable TV -- 0.4%
1,612		(4)Sky Perfect Communications, Inc.		1,359,424
		Chemical -- 0.5%
41,000		Takeda Chemical Industries, Ltd.		1,661,480
		Construction & Engineering -- 0.7%
329,000		JGC Corp.		2,217,150
		Financial Services -- 0.8%
234,000		(1)Daiwa Securities Co., Ltd.		1,416,277
99,000		Nomura Securities Co., Ltd.		1,130,415

		Total		2,546,692
		Household Products -- 0.7%
125,000		Kao Corp.		2,346,170
		Leisure & Recreation -- 1.3%
5,300		Nintendo Corp. Ltd.		780,790
209,700		(1)(4)Sega Enterprises		3,270,816

		Total		4,051,606
		Office Equipment -- 0.9%
154,700		Ricoh Co., Ltd.		2,741,987
		Pharmaceuticals & Healthcare -- 0.5%
145,200		Terumo Corp.		1,763,054
		Telecommunications -- 1.9%
13,460		Nippon Television Network Corp.		2,746,344
331		NTT DoCoMo, Inc.		3,433,636

		Total		6,179,980

		Total Japan		34,730,008
	Korea, Republic of -- 4.4%
		Automotive -- 1.0%
113,600		Hyundai Motor Co., Ltd.		3,135,456
		Banks -- 0.5%
31,944		Kookmin Bank		1,402,440
8,574		(4)Kookmin Bank, ADR		380,943

		Total		1,783,383
		Electronics -- 1.0%
12,580		Samsung Electronics Co.		3,271,868
		Metals & Mining -- 0.6%
71,000		Pohang Iron and Steel Co. Ltd., ADR		1,968,120
		Telecommunications -- 1.3%
118,800		Korea Telecom Corp., ADR		2,649,240
51,200		(4)KT Freetel		1,626,691

		Total		4,275,931

		Total Korea, Republic of		14,434,758
	Mexico -- 4.5%
		Beverages & Foods -- 0.8%
26,300		(4)Fomento Economico Mexicano, SA de CV, ADR		1,046,740
712,300		Grupo Modelo, SA de CV, Class C		1,709,520

		Total		2,756,260
		Broadcasting & Cable TV -- 1.2%
87,700		(2)Grupo Televisa SA, GDR		3,779,870
		Financial Services -- 1.0%
2,984,800		Grupo Financiero BBVA Bancomer, SA de CV		3,110,734
		Retail -- 0.3%
371,900		Wal-Mart de Mexico SA de CV		1,092,265
		Telecommunications -- 1.2%
101,100		Telefonos de Mexico, SA de CV, Class L, ADR		3,871,119

		Total Mexico		14,610,248
	Netherlands -- 8.5%
		Beverages & Foods -- 0.6%
44,800		Heineken NV		1,826,730
		Chemicals -- 1.1%
81,500		Akzo Nobel NV		3,599,113
		Domestic & International Oil -- 2.2%
139,400		Royal Dutch Petroleum Co.		7,200,139
		Financial Services -- 2.0%
266,200		ING Group NV		6,336,515
		Food & Drug Retailing -- 1.0%
145,600		(1)Ahold NV		3,359,899
		Insurance -- 0.6%
95,800		Aegon NV		2,087,103
		Transportation -- 1.0%
162,400		TPG NV		3,343,994

		Total Netherlands		27,753,493
	Portugal -- 0.7%
		Telecommunications -- 0.7%
322,200		Portugal Telecom, SGPS SA		2,273,792
	Singapore -- 1.6%
		Electrical Equipment -- 1.0%
227,200		(4)Flextronics International Ltd.		3,258,048
		Transportation -- 0.6%
283,000		Singapore Airlines Ltd.		2,101,734

		Total Singapore		5,359,782
	South Africa -- 0.7%
		Banks -- 0.4%
492,100		Standard Bank Investment Corp.		1,184,273
		Paper & Forest Products -- 0.3%
80,300		Sappi Ltd.		1,068,878

		Total South Africa		2,253,151
	Spain -- 0.9%
		Broadcasting & Cable TV -- 0.9%
131,304		(4)Sogecable SA		2,984,523
	Sweden -- 2.5%
		Banks -- 0.8%
461,100		Nordbanken Holding AB		2,400,393
		Household Product/Wares -- 0.9%
166,600		Electrolux AB, Class B		2,991,738
		Paper & Forest Products -- 0.8%
80,200		Svenska Cellulosa AB, Class B		2,577,805

		Total Sweden		7,969,936
	Switzerland -- 6.1%
		Banks -- 2.2%
84,300		Credit Suisse Group		2,916,287
91,200		UBS AG		4,223,611

		Total		7,139,898
		Beverages & Foods -- 1.5%
22,600		Nestle SA		4,997,592
		Construction Materials -- 0.5%
7,890		Holcim Ltd.		1,654,370
		Food & Drug Retailing -- 0.5%
2,230		Serono SA		1,686,973
		Insurance -- 1.0%
34,400		Swiss Re		3,096,323
		Pharmaceuticals & Healthcare -- 0.4%
31,000		Novartis AG		1,178,932

		Total Switzerland		19,754,088
	Taiwan -- 0.8%
		Electrical Equipment -- 0.8%
165,600		(4)Taiwan Semiconductor Manufacturing Co., ADR		2,691,003
	United Kingdom -- 21.7%
		Aerospace & Defense -- 0.5%
356,000		BAE Systems PLC		1,600,138
		Banks -- 2.4%
51,800		Barclays PLC		1,519,246
148,600		HSBC Holdings PLC		1,622,548
95,300		Royal Bank of Scotland PLC, Edinburgh		2,333,034
252,100		Standard Chartered PLC		2,462,245

		Total		7,937,073
		Beverages & Foods -- 1.3%
352,600		Diageo PLC		4,186,411
		Business Services -- 0.6%
664,900		Hays PLC		1,856,110
		Domestic & International Oil -- 1.0%
406,200		BP Amoco PLC		3,344,384
		Electric Utilities -- 0.5%
463,400		Innogy Holdings PLC		1,678,418
		Financial Services -- 0.4%
104,500		Amvescap PLC		1,259,928
		Gas Distribution -- 0.4%
308,700		BG Group PLC		1,276,271
		Healthcare Equipment & Supplies -- 0.3%
150,300		Smith & Nephew PLC		905,532
		Insurance -- 0.4%
137,900		CGNU PLC		1,398,513
		Leisure & Recreation -- 2.2%
170,400		Bass PLC		1,700,414
1,151,000		Hilton Group PLC		3,627,943
333,800		(4)P&O Princess Cruises PLC		1,934,419

		Total		7,262,776
		Media -- 0.8%
249,900		WPP Group PLC		2,627,964
		Metals & Mining -- 0.9%
71,100		Johnson Matthey PLC		934,615
102,400		Rio Tinto PLC		2,058,164

		Total		2,992,779
		MultiMedia -- 1.5%
238,400		Pearson PLC		2,628,338
239,000		Reed International PLC		2,140,054

		Total		4,768,392
		Pharmaceuticals & Healthcare -- 1.7%
227,344		(4)GlaxoSmithKline PLC		5,539,889
		Restaurants & Leisure -- 1.3%
595,200		(4)Compass Group PLC		4,054,994
		Retail -- 2.9%
1,284,009		Kingfisher PLC		6,878,402
182,900		Next PLC		2,459,817

		Total		9,338,219

Shares or Principal Amount			Description		Value
			Telecommunications -- 1.1%
	1,980,521		Vodafone Group PLC		3,744,153
			Tobacco -- 1.5%
	534,700		British American Tobacco PLC		4,904,957

			Total United Kingdom		70,676,901
		United States -- 1.0%
			Insurance -- 0.6%
	70,900		Aflac, Inc.		1,822,130
			Oil & Gas Products -- 0.4%
	50,400		Transocean Sedco Forex, Inc.		1,411,704

			Total United States		3,233,834

		Total Common Stocks (identified cost $314,150,347)			310,809,247
		(3)Repurchase Agreement -- 4.7%
$	15,411,000		State Street Corp., 0.850%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		15,411,000

		Total Investments (identified cost $329,561,347)		$	326,220,247

Government Income Fund

Principal Amount			Description		Value
		Asset-Backed Securities -- 4.5%
$	6,000,000		Green Tree Home Equity Loan Trust (Series 1998-B), Class B1, 7.810%, 11/15/2029	$	6,187,391
	10,643,000		Greenwich Capital Acceptance (Series 1995-BA1), Class A4, 7.150%, 8/10/2020		10,923,124

		Total Asset-Backed Securities (identified cost $16,665,899)			17,110,515
		Collateralized Mortgage Obligations -- 21.8%
	17,887,483		(5)(6)Federal Home Loan Mortgage Corp., 1.980%, 3/25/2002, REMIC (Series T-32-A1)		17,892,549
	6,685,588		(5)(6)Federal Home Loan Mortgage Corp., 2.625%, 3/15/2002, REMIC (Series 1624-FA)		6,723,295
	15,000,000		Federal Home Loan Mortgage Corp., 6.250%, 9/15/2023, REMIC (Series 1666-H)		15,481,200
	10,000,000		(6)Federal Home Loan Mortgage Corp., 6.500%, 10/15/2016, REMIC (Series 1702-PK)		10,301,200
	22,511,374		(5)(6)Federal National Mortgage Association, 2.100%, 3/25/2002, REMIC (Series 2001-25-FA)		22,628,703
	10,000,000		Federal National Mortgage Association, 6.022%, 11/25/2010		10,278,886

		Total Collateralized Mortgage Obligations (identified cost $80,255,161)			83,305,833
		Corporate Bonds -- 1.8%
	3,000,000		(5)HSB Group, Inc., FRN, 2.737%, 4/15/2002		2,826,150
	5,000,000		(5)TXU Gas Capital, FRN, 3.231%, 4/1/2002		3,865,190

		Total Corporate Bonds (identified cost $7,909,300)			6,691,340
		Mortgage Backed Securities -- 73.5%
			Federal Home Loan Mortgage Corporation -- 20.0%
	13,535,509		(1)5.000%, 8/1/2014		13,670,930
	5,000,000		6.000%, 6/15/2011		5,161,250
	19,416,652		(1)6.500%, 2/1/2031		19,756,444
	4,788,644		6.500%, 9/1/2016		4,935,272
	15,000,000		(7)6.500%, 4/1/2032		15,248,400
	2,515,166		7.000%, 11/1/2009		2,634,636
	963,081		7.500%, 9/1/2013		1,013,181
	2,586,525		7.500%, 4/1/2024		2,723,120
	2,132,378		7.500%, 4/1/2027		2,236,993
	4,310,239		(1)8.000%, 8/1/2030		4,554,026
	1,129,508		8.500%, 9/1/2024		1,214,379
	1,611,296		9.000%, 6/1/2019		1,768,397
	1,540,805		9.500%, 2/1/2025		1,700,663

			Total		76,617,691
			Federal National Mortgage Association -- 30.0%
	11,014,854		6.000%, 9/1/2013		11,279,871
	4,867,397		6.500%, 9/1/2016		5,019,503
	9,294,018		6.500%, 9/1/2016		9,584,456
	4,949,798		6.500%, 12/1/2031		5,025,579
	25,000,000		(7)6.500%, 4/1/2032		25,382,750
	4,615,977		7.000%, 12/1/2010		4,833,805
	5,347,717		7.000%, 3/1/2029		5,528,202
	11,865,241		(1)7.000%, 7/1/2029		12,265,693
	10,215,667		7.000%, 2/1/2030		10,560,446
	7,594,822		7.500%, 12/1/2009		8,055,220
	6,466,375		(6)7.500%, 10/1/2030		6,741,196
	5,431,734		8.000%, 10/1/2028		5,781,429
	4,490,834		8.000%, 4/1/2030		4,744,835

			Total		114,802,985
			Government National Mortgage Association -- 23.5%
	20,000,000		(7)6.500%, 4/1/2032		20,368,800
	7,811,867		(1)7.000%, 4/15/2029		8,114,577
	4,571,821		(1)7.000%, 5/15/2029		4,734,669
	7,900,849		(1)7.000%, 6/15/2029		8,182,278
	6,801,703		7.000%, 8/15/2031		7,031,260
	9,849,512		(1)7.500%, 8/15/2025		10,388,182
	2,218,820		(1)7.500%, 8/15/2025		2,347,090
	8,772,229		(1)7.500%, 12/15/2025		9,246,456
	11,311,119		(1)7.500%, 2/15/2027		11,908,459
	1,950,224		(1)8.500%, 6/15/2010		2,080,031
	3,226,754		(1)9.000%, 11/15/2009		3,466,664
	1,027,054		(1)9.000%, 1/15/2010		1,099,913
	652,567		(1)9.500%, 10/15/2024		729,244

			Total		89,697,623

		Total Mortgage Backed Securities (identified cost $271,728,321)			281,118,299
		U.S. Treasury -- 2.6%
	10,000,000		United States Treasury Note, 5.000%, 8/15/2011 (Identified Cost $10,010,937)		10,071,400

		Total Investments in Securities (identified cost $386,569,618)			398,297,387
		(3)Repurchase Agreement -- 11.7%
	44,806,565		Lehman Brothers, Inc., 1.870%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		44,806,565

		Total Investments (identified cost $431,376,183)		$	443,103,952

Intermediate Bond Fund

Principal Amount			Description		Value
		Asset-Backed Securities -- 9.9%
$	3,700,000		(8)(9)ARG Funding Corp., Class A2, 5.880%, 5/20/2002	$	3,702,294
	6,000,000		Citibank Credit Card Issuance Trust, (Series 2002-A1), Class A1, 4.950%, 2/9/2009		6,021,360
	5,000,000		Citibank Credit Card Master Trust I, (Series 1999-7), Class A, 6.650%, 11/15/2006		5,312,450
	715,169		(5)(8)(9)DLJ Commercial Mortgage Corp., (Series 1998-STF2), Class A1, 2.480%, 03/05/2002		713,381
	5,000,000		DaimlerChrysler Auto Trust, (Series 2000-C), Class A3, 6.820%, 9/6/2004		5,150,400
	7,750,000		First USA Credit Card Master Trust, (Series 1998-9), Class A, 5.280%, 9/18/2006		8,016,523
	7,000,000		Ford Credit Auto Owner Trust, (Series 2000-G), Class A4, 6.620%, 7/15/2004		7,250,628
	7,000,000		Green Tree Home Equity Loan Trust, (Series 1998-B), Class B1, 7.810%, 11/15/2029		7,218,623
	9,525,428		J.P. Morgan Commercial Mortgage Finance Corp., (Series 1997-C5), Class A2, 7.069%, 9/15/2029		9,956,745
	1,945,951		(8)(9)Pegasus Aviation Lease Securitization, (Series 1999-1A), Class A1, 6.300%, 3/25/2029		1,889,547
	6,707,376		(8)(9)Systems 2001 Asset Trust, Pass Thru Cert., 6.664%, 9/15/2013		7,027,061

		Total Asset-Backed Securities (identified cost $60,500,459)			62,259,012
		Collateralized Mortgage Obligations -- 5.5%
	5,000,000		(8)(9)Criimi Mae CMBS Corp., (Series 1998-1), Class A2, 6.009%, 2/20/2005		5,140,933
	6,000,000		(8)(9)Criimi Mae CMBS Corp., (Series 1998-1), Class A3, 6.306%, 6/20/2030		6,219,709
	7,000,000		Fannie Mae, (Series 1993-137), Class PH, 6.550%, 12/25/2021		7,243,740
	2,233,892		Federal Home Loan Mortgage Corp., (Series 1829), Class H, 6.500%, 10/15/2021		2,274,918
	7,890,266		Government National Mortgage Association, (Series 2001-5), Class PK, 5.950%, 7/20/2024		8,028,109
	3,413,368		Government National Mortgage Association, (Series 2000-12), Class AC, 7.500%, 11/16/2027		3,595,983
	2,216,322		(8)(9)Prudential Home Mortgage Securities, (Series 1993-H), Class 2B, 6.753%, 2/28/2002		2,271,010

		Total Collateralized Mortgage Obligations (identified cost $33,808,146)			34,774,402
		Corporate Bonds & Notes -- 50.3%
			Automotive & Related -- 8.5%
	8,000,000		Ford Motor Credit Co., Note, 6.125%, 3/20/2004		8,039,520
	4,000,000		Ford Motor Credit Co., Note, 6.500%, 1/25/2007		3,960,560
	7,000,000		(1)Ford Motor Credit Co., Note, 6.700%, 7/16/2004		7,074,830
	485,000		Ford Motor Credit Co., Note, 7.375%, 10/28/2009		490,835
	5,000,000		Ford Motor Credit Co., Note, 7.750%, 3/15/2005		5,152,550
	5,000,000		(1)General Motors Acceptance Corp., Note, 6.125%, 9/15/2006		5,009,250
	3,000,000		(1)General Motors Acceptance Corp., Note, 6.380%, 1/30/2004		3,073,740
	7,000,000		(1)General Motors Acceptance Corp., Note, 6.875%, 9/15/2011		6,973,400
	8,165,000		General Motors Acceptance Corp., Unsecd. Note, 7.000%, 6/6/2003		8,390,599
	5,000,000		(1)General Motors Corp., Note, 7.200%, 1/15/2011		5,124,800

			Total		53,290,084
			Banks -- 5.1%
	7,000,000		(1)Bank of America Corp., Sub. Note, 7.400%, 1/15/2011		7,605,360
	5,000,000		Bank One Corp., Sr. Note, 7.625%, 8/1/2005		5,456,000
	5,000,000		(1)Citigroup, Inc., Note, 5.750%, 5/10/2006		5,174,400
	7,000,000		Citigroup, Inc., Sr. Note, 6.750%, 12/1/2005		7,517,020
	5,790,000		Corestates Capital, Company Guarantee, 6.750%, 11/15/2006		6,129,815

			Total		31,882,595
			Beverages & Foods -- 1.0%
	5,000,000		Anheuser-Busch Cos., Inc., Deb., 9.000%, 12/1/2009		6,072,900
			Broker/Dealers -- 4.5%
	2,000,000		(1)Goldman Sachs Group, Inc., Bond, 6.875%, 1/15/2011		2,073,020
	5,000,000		Lehman Brothers, Inc., Sr. Sub. Note, 7.500%, 8/1/2026		5,348,950
	6,500,000		Merrill Lynch & Co., Inc., Note, (Series MTNB), 5.350%, 6/15/2004		6,701,760
	7,000,000		(1)Morgan Stanley, Unsub., 6.100%, 4/15/2006		7,312,480
	6,000,000		PaineWebber Group, Inc., Note, 6.450%, 12/1/2003		6,323,700

			Total		27,759,910
			Chemicals -- 0.6%
	3,500,000		(8)(9)Dow Chemical Co., Note, 5.250%, 5/14/2004		3,541,020
			Consumer Cyclicals -- 0.6%
	4,000,000		(1)Tyco International Group, Company Guarantee, 5.800%, 8/1/2006		3,565,000
			Domestic & International Oil -- 1.2%
	3,500,000		Occidental Petroleum Corp., Sr. Note, 6.500%, 4/1/2005		3,610,565
	4,000,000		PanCanadian Energy Corp., Bond, 6.300%, 11/1/2011		3,903,800

			Total		7,514,365
			Federal National Mortgage Association -- 1.7%
	10,000,000		Fannie Mae, Note, 6.625%, 10/15/2007		10,885,100
			Financial Services -- 9.9%
	6,500,000		Boeing Capital Corp., Bond, 6.100%, 3/1/2011		6,486,805
	5,000,000		(5)(8)(9)Credit Suisse, London, Sub. Note, 7.900%, 5/01/2007		5,289,135
	4,000,000		EOP Operating LP, Note, 7.375%, 11/15/2003		4,231,160
	5,000,000		General Electric Capital Corp., Note, (Series A), 6.500%, 12/10/2007		5,323,000
	4,000,000		General Electric Capital Corp., Note, (Series MTNA), 6.800%, 11/1/2005		4,294,920
	5,000,000		(1)Household Finance Corp., Note, 6.375%, 10/15/2011		4,827,750
	5,000,000		Household Finance Corp., Note, 5.750%, 1/30/2007		4,916,550
	4,000,000		Household Netherlands BV, Company Guarantee, 6.200%, 12/1/2003		4,124,360
	5,000,000		(5)MBNA Global Capital Securities, Jr. Sub. Deb., (Series B), 2.660%, 5/1/2002		3,575,000
	7,000,000		(5)UBS Preferred Funding Trust II, Bank Guarantee, 7.247%, 6/26/2011		7,366,520
	6,000,000		Wells Fargo Financial, Inc., Note, 5.875%, 8/15/2008		6,206,880
	5,000,000		Wells Fargo & Co., Sr. Note, (Series F), 6.500%, 6/1/2005		5,271,250

			Total		61,913,330
			Forest Products & Paper -- 0.4%
	2,500,000		Reed Elsevier, Capital, Company Guarantee, 6.125%, 8/1/2006		2,557,600
			Gas Distribution -- 0.3%
	2,000,000		El Paso Corp., Sr. Note, 7.000%, 5/15/2011		1,975,900
			Healthcare -- 1.0%
	6,000,000		Abbott Laboratories, Note, 5.125%, 7/1/2004		6,187,860
			Household Product/Wares -- 0.8%
	5,000,000		Procter & Gamble Co., Unsub., 6.600%, 12/15/2004		5,347,350
			Insurance -- 4.4%
	7,000,000		(1)(8)(9)AIG SunAmerica Global Financial, Note, 5.850%, 8/1/2008		7,112,210
	5,500,000		(8)(9)Allstate Financial Global, Note, 7.125%, 9/26/2005		5,897,815
	4,000,000		Conseco, Inc., Note, 6.800%, 6/15/2005		2,140,000
	4,000,000		(5)HSB Group, Inc., Company Guarantee, (Series B), 2.737%, 4/15/2002		3,768,200
	3,500,000		(8)(9)John Hancock Financial Services, Inc., 6.500%, 3/1/2011		3,642,555
	5,000,000		Prudential Funding Corp., Note, (Series MTN), 6.600%, 5/15/2008		5,203,550

			Total		27,764,330
			Media -- 2.3%
	4,000,000		(1)AOL Time Warner, Inc., Note, 6.125%, 4/15/2006		4,086,320
	4,000,000		(1)AOL Time Warner, Inc., Note, 6.750%, 4/15/2011		4,078,400
	3,000,000		(1)Comcast Corp., Sr. Note, 6.750%, 1/30/2011		2,995,950
	3,000,000		Disney (Walt) Co., Note, 6.375%, 3/1/2012		3,011,700

			Total		14,172,370
			Metals -- 0.3%
	1,965,000		(1)Alcoa, Inc., Note, 5.875%, 6/1/2006		2,033,814
			Telecommunications -- 3.2%
	5,000,000		BT Group PLC, Note, 7.875%, 12/15/2005		5,412,700
	5,000,000		(1)BT Group PLC, Note, 8.125%, 6/15/2002		5,622,600
	3,000,000		(1)(8)(9)Verizon Global Funding Corp., Note, 7.250%, 12/1/2010		3,220,320
	3,000,000		(1)Worldcom, Inc., Note, 7.500%, 5/15/2011		2,896,140
	3,000,000		(1)Worldcom, Inc., Note, 7.875%, 5/15/2003		2,978,580

			Total		20,130,340
			Transportation -- 2.2%
	4,658,803		American Trans Air, (Series 2001-1G), Pass Through Cert., 8.039%, 1/15/2016		4,800,663
	1,000,000		Canadian National Railway, Note, 6.375%, 10/15/2011		1,018,760
	4,354,943		Continental Airlines, Inc., Pass Through Cert., 6.541%, 9/15/2008		4,017,435
	4,000,000		Delta Air Lines, Inc., Equipment Trust, (Series 1993-A2), 10.50%, 4/30/2016		4,060,840

			Total		13,897,698
			Utilities-Electric -- 1.4%
	5,000,000		Limestone Electronic Trust, Sr. Note, 8.625%, 3/15/2003		5,085,950
	5,000,000		(8)(9)Osprey Trust, Sr. Secd. Note, 8.310%, 1/15/2003		931,250
	3,000,000		(8)(9)Pinnacle Partner, Sr. Note, 8.830%, 8/15/2004		2,992,440

			Total		9,009,640
			Utilities-Natural Gas -- 0.9%
	7,000,000		(5)TXU Gas Capital I, Company Guarantee, 3.231%, 4/1/2002		5,411,266

		Total Corporate Bonds & Notes (identified cost $318,143,228)			314,912,472
		Government Agencies -- 10.1%
			Federal Home Loan Bank -- 0.8%
	5,000,000		5.430%, 11/17/2008		5,090,050
			Federal National Mortgage Association -- 7.7%
	10,000,000		5.375%, 11/15/2011		9,891,700
	10,000,000		5.500%, 2/15/2006		10,394,900
	16,000,000		6.250%, 2/1/2011		16,658,880
	10,000,000		7.000%, 7/15/2005		10,948,300

			Total		47,893,780
			Tennessee Valley Authority -- 1.6%
	10,000,000		5.625%, 1/18/2011		10,028,100

		Total Government Agencies (identified cost $61,758,438)			63,011,930
		Mortgage Backed Securities -- 6.9%
			Federal Home Loan Mortgage Corporation -- 1.8%
	7,726,527		(1)7.500%, 2/1/2031		8,050,114
	2,815,380		(1)7.500%, 6/1/2031		2,933,288

			Total		10,983,402
			Federal National Mortgage Association -- 5.1%
	14,895,079		6.500%, 10/1/2031		15,123,123
	11,116,206		(1)7.000%, 12/1/2015		11,595,537
	4,736,465		7.635%, 8/1/2011		5,225,648

			Total		31,944,308

		Total Mortgage Backed Securities (identified cost $42,538,546)			42,927,710
		U.S. Treasury Securities -- 8.6%
			U.S. Treasury Notes -- 8.6%
	10,500,000		5.000%, 8/15/2011		10,574,970
	15,000,000		5.625%, 5/15/2008		15,858,900
	2,000,000		6.000%, 8/15/2004		2,126,700
	3,500,000		6.125%, 8/15/2007		3,788,435
	20,000,000		(1)7.250%, 5/15/2004		21,733,600

		Total U.S. Treasury Securities (identified cost $53,972,285)			54,082,605

		Total Investments in Securities (identified cost $570,721,102)			571,968,131
		(3)Repurchase Agreement -- 7.9%
	49,560,991		Lehman Brothers, Inc., 1.870%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		49,560,991

		Total Investments (identified cost $620,282,093)		$	621,529,122

Intermediate Tax-Free Fund

Principal Amount/ Credit Rating(10)			Description		Value
		Long-Term Municipals -- 96.4%
			Arizona -- 5.6%
$	1,000,000 AAA / Aaa		Maricopa County, AZ, School District No. 214 Tolleson Unified High, GO UT, 5.100% (FSA INS)/(Original Issue Yield: 5.099%), 7/1/2010, Callable 7/1/2009 @101	$	1,081,950
	1,885,000 AAA/ Aaa		Maricopa County, AZ, School District No. 28 Kyrene Elementary, (Series A), 5.000% (MBIA INS)/(Original Issue Yield: 4.590%), 7/1/2013		2,007,412
	2,000,000 AAA / Aaa		Phoenix, AZ, Civic Improvement Corp., 5.125% (FGIC INS)/(Original Issue Yield: 4.570%), 7/1/2014		2,140,600
	500,000 AAA / Aaa		Phoenix, AZ, Civic Improvement Corp., Water Systems Refunding Revenue Bonds, 5.250% (FGIC LOC)/(Original Issue Yield: 4.690%), 7/1/2016		537,600

			Total		5,767,562
			Arkansas -- 1.4%
	1,425,000 AAA / Aaa		Arkansas Development Finance Authority, Revenue Bonds, 5.000% (AMBAC INS)/(Original Issue Yield: 5.055%), 7/1/2020, Callable 7/1/2007 @ 102		1,467,850
			Colorado -- 5.2%
	1,875,000 AAA / Aaa		El Paso County, CO, School District No. 49, GO UT, 5.750% (FGIC LOC)/ (Original Issue Yield: 4.750%), 12/1/2013		2,106,806
	3,000,000 AAA / Aaa		Larimer County, CO, School District, GO UT, 5.500% (FGIC INS)/(Original Issue Yield: 4.420%), 12/15/2006		3,321,510

			Total		5,428,316
			Florida -- 1.1%
	1,060,000 A- / Baa1		Orange County, FL, Health Facilities Authority, Refunding Revenue Bonds, (Adventist Health Systems) 5.550% (Original Issue Yield: 5.750%), 11/15/2004		1,123,197
			Georgia -- 1.0%
	1,000,000 AAA / Aaa		Burke County, GA, Development Authority, PCR Bonds, 6.250% (Oglethorpe Power Corp. Vogtle B)/(MBIA INS), 1/1/2003		1,038,460
			Hawaii -- 1.0%
	1,000,000 AAA / Aaa		Hawaii State Airport System, Refunding Revenue Bonds, 5.250% (FGIC INS)/(Original Issue Yield: 4.770%), 7/1/2011		1,058,870
			Illinois -- 2.1%
	1,000,000 AAA / Aaa		Du Page County, IL, GO UT, 5.000% (Original Issue Yield: 4.460%), 1/1/2015		1,032,060
	1,060,000 AAA / Aaa		University of Illinois, GO UT, 5.250% (AMBAC INS)/(Original Issue Yield: 4.530%), 4/1/2013		1,139,224

			Total		2,171,284
			Indiana -- 3.6%
	1,425,000 Aa2		Indianapolis, IN, Marion County Indiana Public Library, GO UT, 5.800%, 7/1/2012, Callable 1/1/2009 @ 101		1,604,878
	2,000,000 AAA / Aaa		Petersburg, IN, PCA, Revenue Bonds, 6.100% (MBIA INS)/(Original Issue Yield: 6.099%), 1/1/2016, Callable 1/1/2003 @ 102		2,105,480

			Total		3,710,358
			Iowa -- 3.0%
	3,000,000 NR		Iowa Finance Authority, Solid Waste Disposal Project, Revenue Bonds, AMT, 6.000% (Ipsco, Inc.), Due 6/1/2027, Mandatory Tender 6/1/2007, Callable 6/1/2007 @ 100		3,089,160
			Kansas -- 1.1%
	1,000,000 AA / Aa3		Sedgwick County, KS, University School District, District No. 259, 6.00%, (Original Yield: 4.640%) 9/1/2008		1,134,680
			Kentucky -- 2.8%
	2,565,000 AAA / Aaa		Kentucky State Property & Buildings Commission, Refunding Revenue Bonds, 6.000% (FSA INS)/(Original Issue Yield: 5.510%), 2/1/2011, Callable 2/1/2010 @ 100		2,928,307
			Massachusetts -- 2.8%
	2,500,000 AA- / Aa2		Massachusetts State, (Series A), 6.000% (Original Issue Yield: 5.670%), 2/1/2014, Callable 2/1/2010 @ 101		2,881,750
			Michigan -- 5.0%
	3,300,000 AAA / Aaa		Detroit, MI, City School District, (Series B), 5.000% (FGIC INS)/(Original Issue Yield: 4.500%), 5/1/2009		3,509,748
	1,500,000 AA+ / Aa1		Michigan State Building Authority, (Series I), 5.500% (Original Issue Yield: 4.250%), 10/15/2009		1,658,760

			Total		5,168,508
			Minnesota -- 6.4%
	1,000,000 BBB+ / Baa1		Minneapolis/St. Paul, MN, Housing Authority, Refunding Revenue Bonds, AMT, 6.750%, (Group Health Plan, Inc. Project), 12/1/2013, Callable 12/1/2002 @ 102		1,027,960
	3,000,000 AAA		Minneapolis/St. Paul, MN, Metropolitan Airports Commission, (Series B), AMT, 5.250% (FGIC INS)/(Original Issue Yield: 4.070%), 1/1/2006		3,192,780
	2,235,000 NR / Aaa		Mounds View, MN, Independent School District No. 621, GO UT, 5.000% (MBIA INS)/(Original Issue Yield: 4.450%), 2/1/2013		2,356,338

			Total		6,577,078
			Nevada -- 1.9%
	1,880,000 AAA / Aaa		Clark County, NV, School District, GO UT, (Series D), Refunding Bonds, 5.250%, 6/15/2014, Callable 6/15/2011 @ 105		2,011,769
			New Mexico -- 3.6%
	3,325,000 AA+ / Aa2		New Mexico State Highway Commission, Refunding Revenue Bonds, 6.000% (Original Issue Yield: 5.370%), 6/15/2010, Callable 6/15/2009 @ 100		3,747,774
			New York -- 2.5%
	1,100,000 A2		Oswego County, NY, GO UT, 6.700% (Original Issue Yield: 6.800%), 6/15/2010		1,311,728
	1,100,000 A2		Oswego County, NY, GO UT, 6.700% (Original Issue Yield: 6.800%), 6/15/2011		1,322,552

			Total		2,634,280
			North Dakota -- 4.8%
	2,940,000 AAA / Aaa		Fargo, ND, Meritcare Obligated, (Series A), 5.750% (FSA INS)/(Original Issue Yield: 5.300%), 6/1/2012, Callable 6/1/2010 @ 101		3,240,703
	1,545,000 AAA		North Dakota State Water Authority, Revenue Bonds, (Series A), 6.000% (MBIA INS) (Original Issue Yield: 5.390%), 8/1/2011, Callable 8/1/2010 @ 100		1,741,339

			Total		4,982,042
			Ohio -- 2.2%
	1,235,000 NR / Aaa		Ohio HFA, Mortgage Refunding Revenue Bonds, AMT, Residential A-1 RMK, 5.150% (GNMA COL), 9/1/2002		1,254,674
	1,000,000 NR		Sidney, OH, Industrial Development, Refunding Revenue Bonds, 5.400% (Fort Wayne National Bank LOC)/(Original Issue Yield: 5.399%), 9/15/2005, Callable 9/15/2002 @ 104		1,051,400

			Total		2,306,074
			Oregon -- 1.0%
	1,000,000 AAA / Aaa		Salem-Keizer, OR, School District No. 24J, 5.375% (FGIC INS)(School Board Guarantee) 6/1/2014, Callable 6/1/2009 @ 100		1,057,270
			Pennsylvania -- 6.5%
	4,000,000 AA / Aa2		Commonwealth of Pennsylvania, 6.000% (Original Issue Yield: 5.540%), 1/15/2012, Callable 1/15/2010 @ 101		4,515,040
	2,000,000 AAA		Pottsville, PA, Hospital Authority, 7.000% (Original Issue Yield: 7.500%), 7/1/2014, PRF 7/1/2004 @ 102		2,249,220

			Total		6,764,260
			South Carolina -- 4.1%
	1,055,000 AAA / Aaa		South Carolina State, GO UT, (Series B), 5.625%, (Original Issue Yield: 5.600%, 7/1/2011, Callable 7/1/2006 @ 102		1,142,776
	2,835,000 AAA / Aaa		South Carolina State Public Service Authority, (Series A), 5.375% (MBIA INS)/(Original Issue Yield: 4.800%), 1/1/2006		3,070,985

			Total		4,213,761
			South Dakota -- 1.5%
	1,500,000 AAA / Aaa		Heartland Consumers Power District, SD, Refunding Revenue Bonds, 5.900% (FSA INS)/(Original Issue Yield: 6.000%), 1/1/2004		1,594,380
			Tennessee -- 1.3%
	1,200,000 A2		Putnam County, TN, GO UT, 5.250% (FGIC INS)/(Original Issue Yield: 4.530%), 4/1/2013		1,301,760
			Texas -- 5.9%
	945,000 AAA / Aaa		San Angelo, TX, ISD, GO UT, 5.300% (PSFG GTD), 2/15/2007, Callable 2/15/2006 @ 100		1,007,143
	2,000,000 AAA / Aaa		Tarrant County, TX, HFDC, Revenue Bonds, 5.750% (Texas Health Resources System)/(MBIA INS), 2/15/2009, Callable 2/15/2008 @ 102		2,210,340
	1,500,000 AAA / Aa1		Tarrant County, TX, Jr. College District, GO UT, 5.375%, 2/15/2012		1,638,210
	1,180,000 AAA / Aaa		Texas Water Development Board, State Revolving Fund Senior Lien Revenue Bonds, (Series A), 5.250% (Original Issue Yield: 4.900%), 7/15/2004		1,259,803

			Total		6,115,496
			Virginia -- 3.9%
	2,190,000 AA / Aa1		Loudoun County, VA, State Aid Withholding, GO UT, (Series B), 5.750%, 1/1/2011, Callable 1/1/2010 @ 101		2,464,319
	1,500,000 Aaa		Suffolk, VA, Redevelopment & Housing Authority, Revenue Refunding Bonds, 4.850%, (FNMA LIQ), 7/1/2031		1,556,880

			Total		4,021,199
			Washington -- 1.1%
	1,000,000 A		Port Longview, WA, IDC, Solid Waste Disposal Revenue Bonds, 6.875% (AMT for Individuals Only) (Weyerhaeuser Co.), 10/1/2008		1,103,880
			Wisconsin -- 14.0%
	2,555,000 NR / Aaa		Appleton, WI, Waterworks, Refunding Revenue Bonds, 5.000%, (FGIC INS)/(Original Issue Yield: 4.580%), 1/1/2013		2,676,030
	940,000 Aaa		Cedarburg, WI, School District, (Series B), 5.375% (FSA INS)/(Original Issue Yield: 5.000%), 3/1/2016, Callable 3/1/2011 @ 100		986,079
	895,000 Aaa		Cedarburg, WI, School District, GO UT, (Series B), Refunding Bonds, 5.375% (Original Issue Yield: 4.930%), 3/1/2015, Callable 3/1/2011 @ 100		943,572
	2,250,000 Aa2		Green Bay, WI, Area Public School District, GO UT, 5.000% (Original Issue Yield: 4.740%), 4/1/2009		2,403,068
	1,535,000 AAA / Aaa		Kenosha County, WI, (Series A), 5.000% (FGIC INS)/(Original Issue Yield: 4.500%), 3/1/2013, Callable 2/1/2010 @ 100		1,591,227
	1,035,000 Aaa		River Falls, WI, School District, GO UT, 5.100% (FGIC INS)/(Original Issue Yield: 5.099%), 4/1/2012		1,103,817
	1,650,000 AAA / Aaa		Southeast, WI, Professional Baseball Park District, Sales Tax Revenue Bonds, 5.450% (MBIA INS), 12/15/2012, Prerefunded 3/13/2007 @ 101		1,823,712
	1,000,000 NR		Waukesha, WI, BANs 2.900%, 3/1/2004		1,009,460
	1,750,000 AA / Aa3		Wisconsin State, GO UT, (Series C), Water Utility & Highway Improvement Bonds, 6.000%, 5/1/2014, Callable 5/1/2010 @ 100		2,004,520

			Total		14,541,485

		Total Long-Term Municipals (identified cost $95,795,422)			99,940,810
		Mutual Funds -- 3.7%
	2,799,418		Federated Tax-Free Obligations Fund		2,799,418
	1,037,872		Fidelity Tax Exempt Money Market Fund		1,037,872

		Total Mutual Funds (shares at net asset value)			3,837,290

		Total Investments (identified cost $99,632,712)(11)		$	103,778,100

Short-Term Income Fund

Principal Amount			Description		Value
		Asset-Backed Securities -- 10.0%
$	19,633		AFC Home Equity Loan Trust, Series 1993-2, Class A, 6.000%, 1/20/2013	$	19,631
	2,000,000		(8)(9)ARG Funding Corp., Class A2, 5.880%, 5/20/2002		2,001,240
	1,500,000		Citibank Credit Card Master Trust I 1998-9, Class A, 5.300%, 1/9/2006		1,549,620
	286,068		(5)(8)(9)DLJ Commercial Mortgage Corp., Series 1998-STF2, Class A1, 2.480%, 3/6/2002		285,353
	2,000,000		Daimler Chrysler Auto Trust, Class A3, 6.820%, 9/6/2004		2,060,160
	1,000,000		Ford Credit Auto Owner Trust 2000-G, Class A4, 6.620%, 7/15/2004		1,035,804
	3,000,000		Green Tree Home Equity Loan Trust, Series 1998-B, Class B1, 7.810%, 11/15/2029		3,093,695
	1,600,000		Honda Auto Receivables Owner Trust, Series 2001-3, Class A4, 3.960%, 2/19/2007		1,596,352
	105,232		PNC Mortgage Securities Corp., Series 1994-1, Class T7, 6.000%, 2/25/2024		105,203
	972,975		(8)(9)Pegasus Aviation Lease Securitization, Series 1999-1A, Class A1, 6.300%, 3/25/2029		944,774
	537,183		TMS Home Equity Trust, Series 1992-D2, Class A3, 7.550%, 1/15/2018		537,368

		Total Asset-Backed Securities (identified cost $13,030,464)			13,229,200
		Collateralized Mortgage Obligations -- 13.3%
			Federal Home Loan Mortgage Corporation -- 3.4%
	2,000,000		5.250%, 1/15/2010, Series 2368, Class TQ		2,041,510
	2,000,000		5.500%, 5/15/2011, Series 2368, Class OC		2,055,570
	435,071		6.050%, 9/15/2020, Series 1818, Class A		439,561

			Total		4,536,641
			Federal National Mortgage Association -- 2.3%
	3,000,000		6.550%, 12/25/2021, Series 1993-137, Class PH		3,104,460
			Government National Mortgage Association -- 2.8%
	1,578,053		5.950%, 7/20/24, Series 2001-5, Class PK		1,605,622
	1,963,587		7.500%, 11/16/2027, Series 2000-12, Class AC		2,068,639

			Total		3,674,261
			Other Financial -- 4.8%
	625,449		(8)(9)Capital Asset Research Funding, Series 1997-A, Class A, 6.400%, 12/15/2004		625,449
	4,000,000		(8)(9)Criimi Mae CMBS Corp., Series 1998-1, Class A2, 6.009%, 6/20/2030		4,112,746
	1,552,491		Securitized Asset Sales, Inc., Series 1995-4, Class A5, 7.250%, 11/25/2025		1,596,418

			Total		6,334,613

		Total Collateralized Mortgage Obligations (identified cost $17,320,951)			17,649,975
		Mortgage Backed-Pass Through Securities -- 10.0%
			Federal Home Loan Mortgage Corporation -- 0.7%
	178,688		9.000%, 7/1/2014		190,267
	659,734		11.000%, 8/1/2019		738,817

			Total		929,084
			Federal National Mortgage Association -- 8.9%
	3,492,031		7.000%, 12/1/2015		3,642,607
	2,826,902		7.500%, 9/1/2015		2,983,258
	51,548		8.000%, 8/1/2007		52,773
	684,126		8.000%, 5/1/2008		717,586
	263,213		9.000%, 7/1/2009		280,269
	147,221		9.000%, 1/1/2015		161,436
	337,532		9.500%, 12/1/2024		372,655
	652,411		9.500%, 1/1/2025		720,509
	562,081		9.500%, 1/1/2025		620,751
	410,153		9.500%, 1/1/2025		453,091
	322,638		10.000%, 7/1/2020		362,213
	431,903		10.500%, 1/1/2022		490,884
	906,477		11.000%, 12/1/2015		1,012,707

			Total		11,870,739
			Government National Mortgage Association -- 0.4%
	481,286		9.000%, 12/15/2019		530,045

		Total Mortgage Backed-Pass Through Securities (identified cost $13,083,688)			13,329,868
		Corporate Bonds & Notes -- 38.1%
			Automotive & Related -- 5.4%
	1,500,000		Ford Motor Credit Co., Note, 7.500%, 6/15/2003		1,544,070
	2,000,000		Ford Motor Credit Co., Sr. Note, 6.125%, 3/20/2004		2,009,880
	2,000,000		General Motors Acceptance Corp., Note, 6.380%, 1/30/2004		2,049,160
	1,500,000		General Motors Acceptance Corp., Sr. Note, 5.750%, 11/10/2003		1,523,790

			Total		7,126,900
			Banks -- 2.4%
	1,500,000		First Chicago Corp., Sub. Note, 6.875%, 6/15/2003		1,566,900
	1,500,000		NationsBank Corp., 6.125%, 7/15/2004		1,577,475

			Total		3,144,375
			Broker/Dealers -- 4.2%
	1,000,000		Goldman Sachs Group, Inc., Bond, 7.625%, 8/17/2005		1,089,660
	1,000,000		Merrill Lynch & Co., Inc., Note, 6.800%, 11/3/2003		1,056,170
	1,300,000		Merrill Lynch & Co., Inc., Note, Series MTNB, 5.350%, 6/15/2004		1,340,352
	1,000,000		Morgan Stanley, Dean Witter & Co., Unsub., 6.100%, 4/15/2006		1,044,640
	1,000,000		PaineWebber Group, Inc., Note, 6.450%, 12/1/2003		1,053,950

			Total		5,584,772
			Chemicals -- 1.5%
	2,000,000		(8)(9)Dow Chemical Co., Note, Series 144A, 5.250%, 5/14/2004		2,023,440
			Domestic & International Oil -- 0.9%
	1,200,000		Occidental Petroleum Corp., 6.500%, 4/1/2005		1,237,908
			Electric -- 1.7%
	3,000,000		(5)TXU Gas Capital, 3.231%, 4/1/2002		2,319,114
			Energy -- 0.3%
	2,000,000		(8)(9)Osprey Trust, Sr. Secd. Note, 8.310%, 1/15/2003		372,500
			Equipment -- 1.2%
	1,606,651		(8)(9)Regional Jet Equipment Trust, Note, Series 144A, 7.771%, 9/5/2004		1,635,884
			Federal Home Loan Mortgage Corp. -- 4.0%
	5,000,000		Federal Home Loan Mortgage Corp., Note, 7.375%, 5/15/2003		5,280,350
			Financial Services -- 3.1%
	750,000		Boeing Capital Corp., Sr. Note, 7.100%, 9/27/2005		802,958
	1,500,000		Credit Suisse First Boston USA, Inc., Note, 5.875%, 8/1/2006		1,552,005
	1,000,000		MBNA Global Capital Securities, Jr. Sub. Deb., 2.660%, 2/1/2027		715,000
	1,000,000		Salomon Smith Barney Holdings, Inc., Note, 6.250%, 5/15/2003		1,038,450

			Total		4,108,413
			Forest Products & Paper -- 0.5%
	600,000		Reed Elsevier, Inc., Company Guarantee, 6.125%, 8/1/2006		613,824
			Healthcare -- 1.6%
	2,000,000		Abbott Laboratories, Note, 5.125%, 7/1/2004		2,062,620
			Industrial Services -- 0.3%
	500,000		Tyco International Group, Note, 5.800%, 8/1/2006		445,625
			Insurance -- 2.9%
	1,000,000		(8)(9)Allstate Financial Global, Note, 7.125%, 9/26/2005		1,072,330
	3,000,000		HSB Group, Inc., Company Guarantee, 2.737%, 7/15/2027		2,826,150

			Total		3,898,480
			Leasing -- 1.2%
	1,500,000		General Electric Capital Corp., Note, 5.375%, 4/23/2004		1,552,485
			Media -- 1.6%
	1,000,000		AOL Time Warner, Inc., Note, 6.125%, 4/15/2006		1,021,580
	1,000,000		Walt Disney Co., 7.300%, 2/8/2005		1,050,980

			Total		2,072,560
			Metals -- 0.6%
	760,000		Alcoa, Inc., Note, 5.875%, 6/1/2006		786,615
			Real Estate -- 0.8%
	1,000,000		EOP Operating LP, Sr. Note, 6.375%, 2/15/2003		1,026,150
			Telecommunications -- 2.4%
	700,000		British Telecommunications PLC, Note, 7.875%, 12/15/2005		757,778
	700,000		(8)(9)France Telecommunications, Note, Series 144A, 7.200%, 3/1/2006		712,544
	1,000,000		(8)(9)Verizon Global Funding, Note, Series 144A, 6.750%, 12/1/2005		1,061,520
	700,000		WorldCom, Inc., Sr. Note, 6.25%, 8/15/2003		678,895

			Total		3,210,737
			Utilities-Electric -- 1.5%
	2,000,000		(8)(9)Limestone Electronic Trust, Sr. Note, 8.625%, 3/15/2003		2,034,380

			Total Corporate Bonds & Notes (identified cost $52,110,172)		50,537,132
		Government Agencies -- 16.8%
			Federal Home Loan Bank -- 3.0%
	4,000,000		Federal Home Loan Bank, Bond, 4.125%, 1/14/2005		4,011,240
			Federal Home Loan Mortgage Corporation -- 5.3%
	2,000,000		Federal Home Loan Mortgage Corp., Note, 5.250%, 2/15/2004		2,076,560
	5,000,000		Federal Home Loan Mortgage Corp., Unsecd. Note, 3.250%, 11/15/2004		4,936,950

			Total		7,013,510
			Federal National Mortgage Association -- 8.5%
	4,000,000		Federal National Mortgage Association, Note, 3.125%, 11/15/2003		3,976,160
	3,000,000		Federal National Mortgage Association, Note, 5.125%, 2/13/2004		3,110,070
	4,000,000		Federal National Mortgage Association, Note, 5.500%, 2/15/2006		4,157,960

			Total		11,244,190

		Total Government Agencies (identified cost $22,293,919)			22,268,940
		Note-Variable -- 1.5%
			Financial Services -- 1.5%
	2,000,000		(5)(8)(9)Lehman Brothers Holdings, Inc., 2.381%, 3/3/2002 (identified cost $1,980,300)		2,000,844
		U.S. Treasury Note -- 0.8%
	1,000,000		5.750%, 11/15/2005 (identified cost $1,033,281)		1,063,490

		Total Investments in Securities (identified cost $120,852,775)			120,079,449
		(3)Repurchase Agreement -- 9.3%
	12,410,502		Lehman Brothers, Inc., 1.870%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		12,410,502

		Total Investments (identified cost $133,263,277)		$	132,489,951

Money Market Fund

Principal Amount			Description		Value
		Certificates of Deposit -- 3.0%
			Foreign Banks -- 3.0%
$	45,000,000		Canadian Imperial Bank of Commerce, NY, 2.500% - 4.25%, 5/16/2002 - 12/27/2002	$	44,966,806
	50,875,000		Credit Agricole Indosuez, 3.665% - 4.610%, 3/28/2002 - 8/20/2002		50,891,099

		Total Certificates of Deposit			95,857,905
		(12)Commercial Paper -- 21.3%
			Advertising -- 2.3%
	25,000,000		Omnicom Capital, Inc., 2.000%, 3/8/2002		24,990,278
	50,000,000		Omnicom Finance Ltd., 1.980%, 3/14/2002		49,964,250

			Total		74,954,528
			Asset-Backed -- 3.9%
	50,000,000		(8)(9)Halogen Capital Co., 1.700%, 4/12/2002		49,900,833
	75,000,000		(8)(9)Tannehill Capital Co., 1.830% - 1.840%, 4/22/2002		74,801,244

			Total		124,702,077
			Diversified -- 4.0%
	13,030,000		Beta Finance, Inc., 1.840% - 1.850%, 5/2/2002 - 5/24/2002		12,980,675
	12,500,000		CC (USA), Inc., 1.840%, 5/2/2002 - 5/7/2002		12,458,728
	50,000,000		(8)(9)Concord Minutemen, 1.860%, 3/8/2002		49,981,917
	53,721,000		(8)(9)Scaldis Capital Ltd., 1.900%, 3/18/2002 - 5/20/2002		53,635,916

			Total		129,057,236
			Electric -- 1.9%
	60,000,000		(8)(9)Wisconsin Energy Corp., 1.920% - 1.960%, 4/9/2002 - 4/26/2002		59,843,525
			Foreign Banks -- 2.7%
	75,000,000		(8)(9)Depfa-Bank, 1.680% - 1.850%, 4/15/2002 - 5/6/2002		74,810,208
	12,700,000		Spintab-Swedmortgage AB, 2.080%, 3/4/2002		12,697,799

			Total		87,508,007
			Healthcare -- 3.3%
	75,000,000		(8)(9)American Home Products Corp., 1.870% - 1.900%, 3/14/2002 - 5/15/2002		74,826,630
	30,000,000		Baxter International, Inc., 1.875%, 3/4/2002		29,995,313

			Total		104,821,943
			Mortgage Banking -- 0.9%
	30,000,000		Countrywide Funding Corp., 1.880%, 4/12/2002 - 4/30/2002		29,915,400
			Receivables -- 2.3%
	74,500,000		Liquid Funding Ltd., 0.001% - 1.840%, 3/14/2002 - 4/18/2002		74,386,632

		Total Commercial Paper			685,189,348
		Corporate Bonds -- 5.3%
			Banks -- 0.4%
	13,500,000		Wells Fargo & Co., 6.500%, 9/3/2002		13,686,000
			Computer Services -- 0.9%
	29,000,000		International Business Machines Corp., 5.800%, 9/9/2002		29,455,625
			Diversified Manufacturing -- 0.5%
	15,000,000		Siemens Capital Corp., 8.000%, 6/24/2002		15,192,166
			Foreign Banks -- 0.5%
	15,000,000		Commerzbank AG, NY, 4.120%, 5/9/2002		14,999,716
			Healthcare -- 1.1%
	15,000,000		(8)(9)Lilly (Eli) & Co., 4.700%, 3/22/2002		15,000,000
	20,000,000		(8)(9)Merck & Co., Inc., 4.540%, 2/24/2003		20,417,678

			Total		35,417,678
			Personal Credit -- 0.6%
	20,000,000		(8)(9)BMW US Capital LLC, 4.190%, 6/7/2016		19,988,585
			Telecommunications -- 1.3%
	40,000,000		(8)(9)SBC Communications, Inc., 4.250%, 6/1/2002		40,000,000

		Total Corporate Bonds			168,739,770
		(5)Variable-Rate Notes -- 57.9%
			Banks -- 7.4%
	15,000,000		American Express Centurion Bank, DE, 1.820%, 3/14/2002		14,996,736
	10,000,000		Bank One Corp., 2.110%, 5/14/2002		10,023,165
	10,000,000		Bank One Corp., 2.130%, 5/15/2002		10,024,436
	10,000,000		Bank One, N.A., 2.000%, 5/7/2002		10,009,507
	20,000,000		First Chicago Corp., 2.000%, 3/26/2002		20,009,678
	10,000,000		First Chicago Corp., 2.025%, 5/15/2002		10,004,000
	20,000,000		First Union National Bank, 2.060%, 3/20/2002		20,027,393
	15,000,000		J.P. Morgan Chase & Co., 1.995%, 4/30/2002		15,021,032
	4,000,000		Key Bank, N.A., 1.942%, 3/24/2002		4,000,130
	44,000,000		Key Bank, N.A., 2.022%, 3/24/2002		44,005,960
	27,000,000		Key Bank, N.A., 2.025%, 3/18/2002		27,001,925
	51,100,000		Mellon Financial Corp., 2.183%, 3/14/2002		51,197,621

			Total		236,321,583
			Beverages & Foods -- 0.8%
	25,000,000		(8)(9)Cargill, Inc., 2.011%, 5/28/2002		25,014,419
			Broker/Dealers -- 9.4%
	75,000,000		(8)(9)Bank of America, 2.190%, 3/1/2002		75,000,000
	75,000,000		(8)(9)Bear Stearns Cos., Inc., 2.017%, 3/5/2002		75,000,000
	75,000,000		(8)(9)Goldman Sachs & Co., 2.020%, 3/5/2002		75,000,000
	35,000,000		(8)(9)J.P. Morgan & Co., Inc., 1.840%, 3/1/2002		35,000,000
	40,500,000		Merrill Lynch & Co., Inc., 1.950%, 4/24/2002		40,531,320

			Total		300,531,320
			Construction Equipment -- 2.3%
	75,000,000		Caterpillar Financial Services Corp., 1.920%, 4/9/2002		75,000,000
			Diversified Manufacturing -- 2.3%
	75,000,000		(8)ABB Capital USA, 2.120%, 3/6/2002		75,000,000
			Drugs -- 2.2%
	70,000,000		(8)(9)Bayer Corp., 4.750%, 3/19/2002		69,999,415
			Insurance -- 10.3%
	40,000,000		(8)(9)American General Annuity Insurance Co., 2.100%, 5/19/2002		40,000,000
	75,000,000		(8)GE Life and Annuity Assurance Co., 2.460%, 4/22/2002		75,000,000
	40,000,000		(8)(9)Jackson National Life Insurance Co., 1.860%, 5/1/2002		40,000,000
	50,000,000		(8)(9)Metropolitan Life Insurance Co., 2.071%, 3/1/2002		50,000,000
	10,000,000		(8)Monumental Life Insurance Co., 1.940%, 4/1/2002		10,000,000
	25,000,000		(8)Monumental Life Insurance Co., 1.951%, 4/1/2002		25,000,000
	40,000,000		(8)Monumental Life Insurance Co., 3.000%, 3/1/2002		40,000,000
	50,000,000		(8)Travelers Insurance Co., 1.941%, 4/1/2002		50,000,000

			Total		330,000,000
			Leasing -- 0.8%
	25,000,000		Paccar Financial Corp., 2.145%, 3/4/2002		25,009,155
			Mortgage Banking -- 4.7%
	25,000,000		Countrywide Home Loans, Inc., 1.889%, 5/6/2002		24,913,833
	75,000,000		Homeside Lending, Inc., 2.125%, 4/9/2002		75,020,798
	50,000,000		(8)(9)Northern Rock PLC, 1.890%, 3/14/2002		50,000,000

			Total		149,934,631
			Other Consumer Non-Durables -- 2.2%
	71,110,000		(8)(9)Unilever Capital Corp., 1.920%, 4/24/2002		71,192,270
			Personal Credit -- 8.0%
	45,000,000		American Express Credit Corp., 1.850%, 3/26/2002		45,000,000
	50,000,000		(8)(9)American Honda Finance Corp., 1.770%, 4/19/2002		50,000,000
	25,000,000		(8)(9)American Honda Finance Corp., 1.892%, 5/13/2002		25,000,000
	50,000,000		Associates Corp. of North America, 1.940%, 3/27/2002		50,000,000
Principal Amount or Shares			Description		Value
$	10,000,000		Commerzbank AG, Frankfurt, 2.081%, 3/1/2002		10,000,236
	14,500,000		Household Finance Corp., 1.890%, 3/1/2002		14,500,000
	35,500,000		Household Finance Corp., 2.050%, 3/27/2002		35,503,234
	25,000,000		Household Finance Corp., 2.140%, 3/1/2002		25,001,634

			Total		255,005,104
			Retail -- 0.5%
	15,000,000		Wal-Mart Stores, Inc., 5.450%, 6/1/2002		15,044,349
			Student Loan -- 2.3%
	75,000,000		USA Education, Inc., 2.131%, 3/18/2002		75,000,000
			Telecommunications -- 4.7%
	75,000,000		BellSouth Telecommunications, Inc., 2.041%, 3/4/2002		75,010,000
	75,000,000		(8)(9)Verizon Global Funding, 1.900%, 3/14/2002		74,993,613

			Total		150,003,613

		Total Variable-Rate Notes			1,853,055,859
		Mutual Funds -- 2.1%
	29,286,511		American Select Cash Reserve Fund		29,286,511
	38,700,827		Dreyfus Cash Management Fund		38,700,827
	300,806		Goldman Sachs Financial Square Money Market Fund		300,806

		Total Mutual Funds (Shares at net asset value)			68,288,144
Principal Amount			Description		Value
		(3)Repurchase Agreements -- 10.0%
$	35,000,000		Deutsche Bank Financial, Inc., 1.935%, dated 2/28/2002, due 3/1/2002		35,000,000
	120,000,000		First Union Capital Markets, Inc., 1.940%, dated 2/28/2002, due 3/1/2002		120,000,000
	140,000,000		Morgan Stanley Group, Inc., 1.935%, dated 2/28/2002, due 3/1/2002		140,000,000
	25,000,000		Salomon Smith Barney, Inc., 1.925%, dated 2/28/2002, due 3/1/2002		25,000,000

		Total Repurchase Agreements			320,000,000

		Total Investments (at amortized cost)		$	3,191,131,026

Note: The categories of investments are shown as a percentage of net assets for each Fund at February 28, 2002.

(1) Certain shares or principal amounts are temporarily on loan to unaffiliated broker-dealers.

(2) Represents the initial deposit within a margin account used to ensure the Fund is able to satisfy the obligations of its outstanding long futures contracts.

(3) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on current market prices.

(4) Non-income producing.

(5) Current rate and next demand date shown.

(6) Securities held as collateral for dollar roll transactions.

(7) All or a portion of these securities are subject to dollar roll transactions.

(8) Denotes a restricted security which is subject to restrictions on resale under federal securities laws. At February 28, 2002, these securities amounted to:

	Amount		% of Net Assets
Intermediate Bond Fund	$	59,590,680	9.5	%
Short-Term Income Fund		18,883,004	14.2
Money Market Fund		1,564,406,253	48.8

Included in the Money Market Fund, securities which are illiquid amounted to $275,000,000, which represents 8.6% of net assets.

(9) Denotes a restricted security which has been deemed liquid by criteria approved by the Fund's board of directors.

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

(11) Securities that are subject to alternative minimum tax represent 10.4% of Intermediate Tax-Free Fund's portfolio as calculated based upon total portfolio market value.

(12) Each issue shows the rate of discount at the time of purchase.

The following acronyms are used throughout this report:
ADR--American Depositary Receipt AMBAC--American Municipal Bond Assurance Corporation AMT--Alternative Minimum Tax BANs--Bond Anticipation Notes COL--Collateralized FGIC--Financial Guaranty Insurance Corporation FNMA--Federal National Mortgage Association FRN--Floating Rate Note FSA--Financial Security Assurance GDR--Global Depositary Receipt GNMA--Government National Mortgage Association GO--General Obligation GTD--Guaranteed HFA--Housing Finance Authority		HFDC--Health Facility Development Corporation IDC--Industrial Development Corporation INS--Insured ISD--Independent School District LIQ--Liquidity Agreement LT--Limited Tax LOC--Letter of Credit MBIA--Municipal Bond Insurance Association MTN--Medium Term Note PCA--Pollution Control Authority PCR--Pollution Control Revenue PRF--Prerefunded PSFG--Permanent School Fund Guarantee REMIC--Real Estate Mortgage Investment Conduit UT--Unlimited Tax

Marshall	Cost of Investments for Federal Tax Purposes		Net Unrealized Appreciation (Depreciation) for Federal Tax Purposes		Gross Unrealized Appreciation for Federal Tax Purposes	Gross Unrealized Depreciation for Federal Tax Purposes	Total Net Assets
Equity Income Fund	$ 319,442,810		$ 70,633,645		$80,065,930	$ 9,432,285	$ 389,369,246
Large-Cap Growth & Income Fund	302,823,250		72,913,147		87,349,221	14,436,074	360,708,694
Mid-Cap Value Fund	190,157,994		32,771,737		39,487,954	6,716,217	220,510,104
Mid-Cap Growth Fund	313,382,910		(15,445,828	)	23,016,789	38,462,617	294,374,600
Small-Cap Growth Fund	111,568,512		588,948		10,646,265	10,057,317	111,336,420
International Stock Fund	329,561,347		(3,341,100	)	27,465,325	30,806,425	325,815,848
Government Income Fund	431,376,183		11,727,769		13,077,613	1,349,844	382,289,575
Intermediate Bond Fund	620,282,093		1,247,029		13,051,424	11,804,395	626,248,511
Intermediate Tax-Free Fund	99,632,712		4,145,388		4,175,000	29,612	103,641,185
Short-Term Income Fund	133,263,277		(773,326	)	2,116,293	2,889,619	132,803,960
Money Market Fund	3,191,131,026	*	--		--	--	3,202,928,149

* at amortized cost.

February 28, 2002 (unaudited)

Statements of Assets and Liabilities

	Equity Income Fund	Large-Cap Growth & Income Fund	Mid-Cap Value Fund	Mid-Cap Growth Fund
Assets:
Investments in securities, at value	$384,080,796	$333,653,497	$196,513,111	$259,108,545
Investments in repurchase agreements	5,995,659	42,082,900	26,416,620	38,828,537
Short-term investments held as collateral for securities lending	37,378,638	30,539,686	17,480,395	57,231,960
Cash	7,404	20,044	16,787	3,607
Cash denominated in foreign currencies (identified cost, $6,064)	--	--	--	--
Income receivable	1,003,606	387,617	229,617	68,567
Receivable for investments sold	2,878,738	--	453,018	2,533,909
Receivable for capital stock sold	--	--	--	--

Total assets	431,344,841	406,683,744	241,109,548	357,775,125
Liabilities:
Payable for daily variation margin	28,125	84,375	--	130,525
Payable for investments purchased	3,608,465	15,017,084	2,910,597	5,770,654
Payable on collateral due to broker	37,378,638	30,539,686	17,480,395	57,231,960
Payable to bank	--	--	--	--
Options written, at value (premium received $469,589)	595,773	--	--	--
Income distribution payable	--	--	--	--
Net payable for foreign currency exchange contracts	--	--	--	--
Payable for dollar roll transactions	--	--	--	--
Accrued expenses	364,594	333,905	208,452	267,386

Total liabilities	41,975,595	45,975,050	20,599,444	63,400,525

Total Net Assets	$389,369,246	$360,708,694	$220,510,104	$294,374,600

Net Assets Consist of:
Paid-in-capital	325,190,308	315,319,845	186,051,190	333,814,743
Net unrealized appreciation (depreciation) on investments, options, futures contracts and foreign currency translation	70,120,896	71,742,452	32,771,634	(15,734,197)
Accumulated net realized gain (loss) on investments, options, futures contracts and foreign currency transactions	(6,681,373)	(26,420,607)	1,658,905	(22,674,021)
Undistributed net investment income (accumulated net operating loss)	739,415	67,004	28,375	(1,031,925)

Total Net Assets	$389,369,246	$360,708,694	$220,510,104	$294,374,600

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Investor Class of Shares:
Net Asset Value and Redemption proceeds Per Share	$13.98	$12.85	$11.90	$12.27
Offering Price Per Share	$13.98	$12.85	$11.90	$12.27
Advisor Class of Shares:
Net Asset Value and Redemption proceeds Per Share	$13.98	$12.85	$11.90	$12.27
Offering Price Per Share	$14.83 *	$13.63 *	$12.63 *	$13.02 *
Institutional Class of Shares:
Net Asset Value and Redemption proceeds Per Share	--	--	--	--
Offering Price Per Share	--	--	--	--
Net Assets:
Investor Class of Shares:	$385,102,096	$355,703,832	$217,074,052	$291,335,294
Advisor Class of Shares:	4,267,150	5,004,862	3,436,052	3,039,306
Institutional Class of Shares:	--	--	--	--

Total Net Assets	$389,369,246	$360,708,694	$220,510,104	$294,374,600

Shares Outstanding:
Investor Class of Shares:	27,543,963	27,686,137	18,239,764	23,739,918
Advisor Class of Shares:	305,220	389,553	288,705	247,683
Institutional Class of Shares:	--	--	--	--

Total Shares Outstanding	27,849,183	28,075,690	18,528,469	23,987,601

Investments, at identified cost	$319,442,810	$302,823,250	$190,157,994	$313,382,910

Small-Cap Growth Fund	International Stock Fund	Government Income Fund	Intermediate Bond Fund	Intermediate Tax-Free Fund	Short-Term Income Fund	Money Market Fund

$108,080,824	$310,809,247	$398,297,387	$571,968,131	$103,778,100	$120,079,449	$2,871,131,026
4,076,636	15,411,000	44,806,565	49,560,991	--	12,410,502	320,000,000
23,041,621	12,273,398	116,167,831	100,531,524	--	--	--
7,202	207	--	--	776	--	216,259
--	6,056	--	--	--	--	--
1,012	635,698	1,628,990	9,147,991	1,221,001	1,225,712	17,313,445
932,636	--	--	4,932,076	--	--	--
--	7,314	--	--	--	--	--

136,139,931	339,142,920	560,900,773	736,140,713	104,999,877	133,715,663	3,208,660,730

--	--	--	--	--	--	--
1,613,556	662,670	--	3,013,658	1,005,070	--	--
23,041,621	12,273,398	116,167,831	100,531,524	--	--	--
--	--	--	3,390,705	--	329,279	--
--	--	--	--	--	--	--
--	--	1,633,528	2,567,222	307,253	530,430	4,494,886
--	689	--	--	--	--	--
--	--	60,537,695	--	--	--	--
148,334	390,315	272,144	389,093	46,369	51,994	1,237,695

24,803,511	13,327,072	178,611,198	109,892,202	1,358,692	911,703	5,732,581

$111,336,420	$325,815,848	$382,289,575	$626,248,511	$103,641,185	$132,803,960	$3,202,928,149


113,511,871	420,047,605	380,251,653	652,303,333	100,276,044	140,419,560	3,203,073,971
588,948	(3,345,922)	11,727,769	1,247,029	4,145,388	(773,326)	--
(2,160,857)	(86,998,156)	(8,984,648)	(26,427,098)	(776,962)	(6,892,069)	(145,822)
(603,542)	(3,887,679)	(705,199)	(874,753)	(3,285)	49,795	--

$111,336,420	$325,815,848	$382,289,575	$626,248,511	$103,641,185	$132,803,960	$3,202,928,149



$11.63	$10.03	$9.57	$9.37	$10.35	$9.38	$1.00
$11.63	$10.03	$9.57	$9.37	$10.35	$9.38	$1.00

$11.63	$10.02	$9.57	$9.37	--	$9.38	$1.00
$12.34 *	$10.63 *	$10.05 **	$9.84 **	--	$9.57 ***	$1.00

--	$10.08	--	--	--	--	$1.00
--	$10.08	--	--	--	--	$1.00

$108,714,223	$218,924,186	$379,434,934	$622,762,835	$103,641,185	$132,422,892	$2,026,588,683
2,622,197	4,007,715	2,854,641	3,485,676	--	381,068	140,736,475
--	102,883,947	--	--	--	--	1,035,602,991

$111,336,420	$325,815,848	$382,289,575	$626,248,511	$103,641,185	$132,803,960	$3,202,928,149


9,349,452	21,827,977	39,646,870	66,458,270	10,012,132	14,124,056	2,026,685,886
225,522	399,880	298,317	371,958	--	40,644	140,748,555
--	10,204,728	--	--	--	--	1,035,639,530

9,574,974	32,432,585	39,945,187	66,830,228	10,012,132	14,164,700	3,203,073,971

$111,568,512	$329,561,347	$431,376,183	$620,282,093	$99,632,712	$133,263,277	$3,191,131,026

* Computation of offering price per share 100/94.25 of net asset value.

** Computation of offering price per share 100/95.25 of net asset value.

*** Computation of offering price per share 100/98.00 of net asset value.

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

Six Months Ended February 28, 2002

Statements of Operations

	Equity Income Fund	Large-Cap Growth & Income Fund	Mid-Cap Value Fund		Mid-Cap Growth Fund
Investment Income:
Interest income	$86,672	$431,086	$211,440		$485,879
Dividend income	4,636,728(1)	1,856,171(1)	1,077,057	(1)	342,111

Total income	4,723,400	2,287,257	1,288,497		827,990

Expenses:
Investment adviser fee	1,460,691	1,382,420	686,079		1,145,271
Shareholder services fees--
Investor Class of Shares	482,188	454,774	225,344		378,020
Advisor Class of Shares	4,709	6,032	3,349		3,736
Administrative fees	189,872	177,696	94,906		146,892
Portfolio accounting fees	50,110	48,271	31,285		45,006
Transfer and dividend disbursing agent fees	72,179	82,717	67,365		74,309
Custodian fees	31,873	30,829	18,296		27,668
Registration fees	11,240	11,288	10,453		10,438
Auditing fees	7,190	7,191	7,191		7,191
Legal fees	2,242	2,083	2,232		2,132
Printing and postage	11,436	14,628	9,769		10,752
Directors' fees	3,147	3,147	3,146		3,147
Insurance premiums	1,085	1,116	610		1,080
Distribution services fees--
Advisor Class of Shares	4,709	6,032	3,349		3,736
Miscellaneous	5,938	5,524	4,260		4,273

Total expenses	2,338,609	2,233,748	1,167,634		1,863,651

Deduct--
Waiver of investment adviser fee	--	--	--		--
Waiver of shareholder services fees--
Investor Class of Shares	--	--	--		--
Advisor Class of Shares	(4,709)	(6,032)	(3,349)		(3,736)

Total Waivers	(4,709)	(6,032)	(3,349)		(3,736)

Net expenses	2,333,900	2,227,716	1,164,285		1,859,915

Net investment income (net operating loss)	2,389,500	59,541	124,212		(1,031,925)

Net Realized and Unrealized Gain (Loss) on Investments, Options, Futures Contracts and Foreign Currency:
Net realized gain (loss) on investment transactions and options (identified cost basis)	(2,923,166)	(880,686)	3,515,429		(19,421,916)
Net realized gain (loss) on futures contracts (identified cost basis)	(1,608,186)	(3,911,169)	(1,778,464)		(555,769)
Net realized gain (loss) on foreign currency contracts (identified cost basis)	--	--	118		--
Net change in unrealized appreciation (depreciation) on investments, options, futures contracts and foreign currency translation	267,752	(20,388,006)	11,179,657		(13,523,212)

Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency	(4,263,600)	(25,179,861)	12,916,740		(33,500,897)

Change in net assets resulting from operations	$(1,874,100)	$(25,120,320)	$13,040,952		$(34,532,822)

Small-Cap Growth Fund	International Stock Fund	Government Income Fund	Intermediate Bond Fund	Intermediate Tax-Free Fund	Short-Term Income Fund	Money Market Fund

$170,480	$124,922	$11,712,916(2)	$18,549,694	$2,278,851	$3,710,900	$42,675,108
70,584(1)	1,289,385(1)	--	--	--	--	--

241,064	1,414,307	11,712,916	18,549,694	2,278,851	3,710,900	42,675,108


520,478	1,602,234	1,419,958	1,883,441	303,959	387,972	2,300,763

127,084	272,480	469,954	780,551	126,649	161,419	2,326,773
3,035	4,865	3,365	4,216	--	236	164,622
52,428	154,368	187,535	298,069	51,224	65,343	628,717
28,355	59,139	48,260	57,949	24,819	28,959	121,696
66,713	49,722	73,040	67,260	22,616	41,779	319,793
10,410	91,284	31,330	43,788	10,132	12,932	165,781
9,950	19,354	12,416	10,864	9,111	10,208	86,665
7,191	7,140	7,180	7,190	7,190	7,190	7,191
2,232	2,579	2,480	2,232	2,232	1,983	1,984
10,364	22,811	9,918	8,480	4,364	7,190	24,795
3,146	3,158	3,146	3,147	3,147	3,147	3,147
554	1,054	871	1,289	458	586	75,587

3,035	4,865	3,365	4,216	--	236	197,547
2,666	6,596	5,455	9,049	2,232	2,728	22,255

847,641	2,301,649	2,278,273	3,181,741	568,133	731,908	6,447,316


--	(34,712)	(189,328)	(188,344)	(136,781)	(219,851)	(690,689)

--	--	(432,358)	(718,107)	(116,518)	(148,505)	--
(3,035)	(4,865)	(3,365)	(4,216)	--	(236)	--

(3,035)	(39,577)	(625,051)	(910,667)	(253,299)	(368,592)	(690,689)

844,606	2,262,072	1,653,222	2,271,074	314,834	363,316	5,756,627

(603,542)	(847,765)	10,059,694	16,278,620	1,964,017	3,347,584	36,918,481


354,912	(42,052,498)	(609,145)	515,115	403,700	92,837	--
860,908	--	--	--	--	--	--
(644)	(24,306)	--	--	--	--	--
(4,261,862)	19,905,116	2,390,508	(9,131,484)	(288,102)	(2,354,505)	--

(3,046,686)	(22,171,688)	1,781,363	(8,616,369)	115,598	(2,261,668)	--

$(3,650,228)	$(23,019,453)	$11,841,057	$7,662,251	$2,079,615	$1,085,916	$36,918,481

(1) Net of foreign taxes withheld of $989, $57, $3,443, $1,126 and $111,898.

(2) Net of dollar roll expense of $809,489.

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

Statements of Changes in Net Assets


	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001
Increase (Decrease) in Net Assets
Operations--
Net investment income (net operating loss)	$2,389,500	$4,601,248	$59,541	$150,608
Net realized gain (loss) on investments and options transactions	(2,923,166)	19,832,156	(880,686)	(17,367,829)
Net realized gain (loss) on futures contracts	(1,608,186)	(3,441,318)	(3,911,169)	(1,892,744)
Net realized gain (loss) on foreign currency contracts	--	--	--	--
Net change in unrealized appreciation (depreciation) of investments, options, futures contracts and foreign currency translation	267,752	(11,491,423)	(20,388,006)	(108,663,462)

Change in net assets resulting from operations	(1,874,100)	9,500,663	(25,120,320)	(127,773,427)

Distributions to Shareholders--
Distributions to shareholders from net investment income
Investor Class of Shares	(2,239,742)	(4,113,180)	(137,048)	(387,709)
Advisor Class of Shares	(21,384)	(25,729)	(1,779)	(3,696)
Institutional Class of Shares	--	--	--	--
Distributions to shareholders from net realized gain on investments
Investor Class of Shares	(15,705,144)	(2,914,298)	--	(21,253,461)
Advisor Class of Shares	(154,265)	(17,420)	--	(199,698)
Institutional Class of Shares	--	--	--	--

Change in net assets resulting from distributions to shareholders	(18,120,535)	(7,070,627)	(138,827)	(21,844,564)

Capital Stock Transactions--
Proceeds from sale of shares	25,067,260	58,546,071	28,834,560	61,140,401
Net asset value of shares issued to shareholders in payment of distributions declared	16,744,806	4,633,964	90,118	21,325,052
Cost of shares redeemed	(50,727,283)	(73,256,581)	(34,639,167)	(54,975,248)

Change in net assets resulting from capital stock transactions	(8,915,217)	(10,076,546)	(5,714,489)	27,490,205

Change in net assets	(28,909,852)	(7,646,510)	(30,973,636)	(122,127,786)
Net Assets:
Beginning of period	418,279,098	425,925,608	391,682,330	513,810,116

End of period	$389,369,246	$418,279,098	$360,708,694	$391,682,330

Undistributed net investment income (accumulated net operating loss) included in net assets at end of period	$739,415	$611,041	$67,004	$146,290

Mid-Cap Value Fund
Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001


$124,212	$211,412	$(1,031,925)	$(1,556,489)	$(603,542)	$(686,789)	$(847,765)	$1,453,548
3,515,429	24,875,839	(19,421,916)	7,534,050	354,912	10,664,839	(42,052,498)	(43,502,687)
(1,778,464)	(1,089,843)	(555,769)	(1,534,067)	860,908	(4,176,868)	--	--
118	--	--	--	(644)	--	(24,306)	(1,316,950)
11,179,657	3,878,691	(13,523,212)	(188,928,073)	(4,261,862)	(46,191,525)	19,905,116	(88,132,643)

13,040,952	27,876,099	(34,532,822)	(184,484,579)	(3,650,228)	(40,390,343)	(23,019,453)	(131,498,732)



(136,810)	(668,603)	--	--	--	--	--	--
(1,948)	(7,436)	--	--	--	--	--	--
--	--	--	--	--	--	--	--

(22,883,370)	(6,653,072)	(876,922)	(97,066,185)	(4,821,728)	(13,280,301)	--	(33,371,017)
(352,012)	(74,513)	(8,848)	(663,495)	(116,221)	(201,636)	--	(390,149)
--	--	--	--	--	--	--	(15,060,189)

(23,374,140)	(7,403,624)	(885,770)	(97,729,680)	(4,937,949)	(13,481,937)	--	(48,821,355)


53,168,092	75,859,768	30,919,887	75,745,858	23,289,438	42,699,451	86,560,740	247,575,054
22,643,922	7,061,197	877,761	96,392,588	4,870,966	13,289,856	--	47,791,410
(19,975,721)	(36,009,370)	(38,773,603)	(97,686,196)	(16,031,542)	(55,428,320)	(97,296,368)	(243,821,846)

55,836,293	46,911,595	(6,975,955)	74,452,250	12,128,862	560,987	(10,735,628)	51,544,618

45,503,105	67,384,070	(42,394,547)	(207,762,009)	3,540,685	(53,311,293)	(33,755,081)	(128,775,469)

175,006,999	107,622,929	336,769,147	544,531,156	107,795,735	161,107,028	359,570,929	488,346,398

$220,510,104	$175,006,999	$294,374,600	$336,769,147	$111,336,420	$107,795,735	$325,815,848	$359,570,929

$28,375	$42,921	$(1,031,925)	$--	$(603,542)	$--	$(3,887,679)	$(3,039,914)

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

Statements of Changes in Net Assets


	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001
Increase (Decrease) in Net Assets
Operations--
Net investment income (net operating loss)	$10,059,694	$22,684,729	$16,278,620	$37,399,343
Net realized gain (loss) on investment and options transactions	(609,145)	4,584,409	515,115	1,466,569
Net realized gain (loss) on futures contracts	--	--	--	--
Net realized gain (loss) on foreign currency contracts	--	--	--	--
Net change in unrealized appreciation (depreciation) of investments, options, futures contracts and foreign currency translation	2,390,508	8,754,436	(9,131,484)	22,426,317

Change in net assets resulting from operations	11,841,057	36,023,574	7,662,251	61,292,229

Distributions to Shareholders--
Distributions to shareholders from net investment income
Investor Class of Shares	(10,267,243)	(22,613,781)	(16,813,450)	(37,280,833)
Advisor Class of Shares	(70,613)	(110,393)	(86,709)	(143,096)
Institutional Class of Shares	--	--	--	--
Distributions to shareholders from net realized gain on investments
Investor Class of Shares	--	--	--	--
Advisor Class of Shares	--	--	--	--
Institutional Class of Shares	--	--	--	--

Change in net assets resulting from distributions to shareholders	(10,337,856)	(22,724,174)	(16,900,159)	(37,423,929)

Capital Stock Transactions--
Proceeds from sale of shares	37,489,363	65,432,184	73,050,966	161,319,013
Net asset value of shares issued to shareholders in payment of distributions declared	5,364,175	14,045,043	6,912,953	17,371,080
Cost of shares redeemed	(44,826,410)	(68,738,231)	(88,570,153)	(173,414,101)

Change in net assets resulting from capital stock transactions	(1,972,872)	10,738,996	(8,606,234)	5,275,992

Change in net assets	(469,671)	24,038,396	(17,844,142)	29,144,292
Net Assets:
Beginning of period	382,759,246	358,720,850	644,092,653	614,948,361

End of period	$382,289,575	$382,759,246	$626,248,511	$644,092,653

Undistributed net investment income (accumulated net operating loss) included in net assets at end of period	$(705,199)	$265	$(874,753)	$4,469

Intermediate Tax-Free Fund
Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001


$1,964,017	$4,064,375	$3,347,584	$7,632,931	$36,918,481	$128,213,532
403,700	638,957	92,837	(937,731)	--	(145,822)
--	--	--	--	--	--
--	--	--	--	--	--
(288,102)	3,255,563	(2,354,505)	5,233,523	--	--

2,079,615	7,958,895	1,085,916	11,928,723	36,918,481	128,067,710



(1,971,872)	(4,064,724)	(3,307,385)	(7,653,555)	(21,648,996)	(92,313,480)
--	--	(4,590)	(3,006)	(1,346,329)	(6,001,217)
--	--	--	--	(13,923,156)	(29,898,835)

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

(1,971,872)	(4,064,724)	(3,311,975)	(7,656,561)	(36,918,481)	(128,213,532)


10,787,444	18,030,777	26,964,165	42,309,425	5,053,769,154	9,007,684,945
166,925	379,104	1,572,706	4,317,480	8,124,242	30,419,965
(9,720,590)	(15,558,697)	(19,611,705)	(47,297,424)	(4,598,564,678)	(8,357,725,162)

1,233,779	2,851,184	8,925,166	(670,519)	463,328,718	680,379,748

1,341,522	6,745,355	6,699,107	3,601,643	463,328,718	680,233,926

102,299,663	95,554,308	126,104,853	122,503,210	2,739,599,431	2,059,365,505

$103,641,185	$102,299,663	$132,803,960	$126,104,853	$3,202,928,149	$2,739,599,431

$(3,285)	$(404)	$49,795	$(18)	$--	$--

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

Financial Highlights -- Investor Class of Shares (For a share outstanding throughout each period)

Period Ended August 31,	Net asset value, beginning of period	Net investment income (net operating loss)	Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency	Total from investment operations	Distributions to shareholders from net investment income	Distributions to shareholders from net realized gain on investments, options, futures contracts and foreign currency	Total distributions	Net asset value, end of period	Total return(1)	Ratios to Average Net Assets			Net assets, end of period (000 omitted)	Portfolio turnover rate
Period Ended August 31,	Net asset value, beginning of period	Net investment income (net operating loss)		Total from investment operations	Distributions to shareholders from net investment income		Total distributions	Net asset value, end of period	Total return(1)	Expenses	Net investment income (net operating loss)	Expense waiver(2)	Net assets, end of period (000 omitted)	Portfolio turnover rate
Equity Income Fund
1997	$13.00	0.33	3.51	3.84	(0.34)	(0.86)	(1.20)	$15.64	30.95%	1.22%	2.31%	--	$331,730	61%
1998	$15.64	0.31	(0.19)(3)	0.12	(0.32)	(1.27)	(1.59)	$14.17	0.04%	1.17%	2.01%	--	$458,865	69%
1999	$14.17	0.28	3.59	3.87	(0.29)	(1.04)	(1.33)	$16.71	27.92%	1.17%	1.73%	--	$537,295	72%
2000	$16.71	0.23	(0.73)	(0.50)	(0.23)	(1.36)	(1.59)	$14.62	(2.80)%	1.16%	1.54%	--	$423,845	98%
2001	$14.62	0.16	0.16	0.32	(0.14)	(0.10)	(0.24)	$14.70	2.20%	1.19%	1.07%	--	$414,651	78%
2002(7)	$14.70	0.08	(0.14)	(0.06)	(0.08)	(0.58)	(0.66)	$13.98	(0.35)%	1.20%(6)	1.23%(6)	--	$385,102	21%
Large-Cap Growth & Income Fund
1997	$12.16	0.10	3.76	3.86	(0.12)	(1.94)	(2.06)	$13.96	34.50%	1.23%	0.78%	--	$269,607	43%
1998	$13.96	0.06	0.46	0.52	(0.06)	(1.18)	(1.24)	$13.24	3.44%	1.21%	0.40%	--	$274,821	33%
1999	$13.24	0.06	5.01	5.07	(0.06)	(0.77)	(0.83)	$17.48	38.98%	1.20%	0.32%	--	$407,031	32%
2000	$17.48	0.03	2.72	2.75	(0.02)	(0.99)	(1.01)	$19.22	16.35%	1.18%	0.16%	--	$510,195	71%
2001	$19.22	0.01	(4.66)	(4.65)	(0.01)	(0.81)	(0.82)	$13.75	(24.79)%	1.19%	0.03%	--	$386,911	63%
2002(7)	$13.75	0.00(9)	(0.89)	(0.89)	(0.01)	--	(0.01)	$12.85	(6.51)%	1.21%(6)	0.03%(6)	--	$355,704	31%
Mid-Cap Value Fund
1997	$11.98	0.15	3.05	3.20	(0.15)	(1.89)	(2.04)	$13.14	30.20%	1.23%	1.20%	--	$145,143	55%
1998	$13.14	0.10	(0.92)	(0.82)	(0.12)	(1.95)	(2.07)	$10.25	(7.75)%	1.25%	0.96%	--	$134,620	59%
1999	$10.25	0.11	2.10	2.21	(0.12)	(0.94)	(1.06)	$11.40	21.92%	1.25%	0.96%	--	$128,575	90%
2000	$11.40	0.09	0.79	0.88	(0.05)	(1.38)	(1.43)	$10.85	9.29%	1.33%	0.86%	--	$106,569	94%
2001	$10.85	0.02	2.62	2.64	(0.07)	(0.70)	(0.77)	$12.72	25.80%	1.30%	0.16%	--	$172,719	104%
2002(7)	$12.72	0.01	0.86	0.87	(0.01)	(1.68)	(1.69)	$11.90	6.99%	1.27%(6)	0.14%(6)	--	$217,074	15%
Mid-Cap Growth Fund
1997	$13.56	(0.08)	2.56	2.48	--	(1.22)	(1.22)	$14.82	19.14%	1.24%	(0.52)%	--	$196,983	211%
1998	$14.82	(0.13)	(0.93)	(1.06)	--	(1.81)	(1.81)	$11.95	(8.77)%	1.23%	(0.79)%	--	$187,388	167%
1999	$11.95	(0.11)	6.26	6.15	--	(0.82)	(0.82)	$17.28	53.41%	1.21%	(0.73)%	--	$297,249	173%
2000	$17.28	(0.16)(4)	12.00	11.84	--	(1.69)	(1.69)	$27.43	71.91%	1.18%	(0.66)%	--	$541,805	108%
2001	$27.43	(0.06)(4)	(8.67)	(8.73)	--	(4.97)	(4.97)	$13.73	(34.17)%	1.19%	(0.39)%	--	$333,718	118%
2002(7)	$13.73	(0.04)	(1.38)	(1.42)	--	(0.04)	(0.04)	$12.27	(10.39)%	1.22%(6)	(0.68)%(6)	--	$291,335	88%
Small-Cap Growth Fund
1997(5)	$10.00	(0.08)	2.27	2.19	--	--	--	$12.19	21.90%	1.80%(6)	(0.94)%(6)	--	$56,425	183%
1998	$12.19	(0.22)	(1.66)	(1.88)	--	(0.49)	(0.49)	$9.82	(16.25)%	1.60%	(1.18)%	--	$79,858	139%
1999	$9.82	(0.11)	2.69	2.58	--	(0.02)	(0.02)	$12.38	26.30%	1.59%	(0.90)%	--	$102,992	219%
2000	$12.38	(0.18)(4)	7.03	6.85	--	(0.41)	(0.41)	$18.82	56.14%	1.59%	(1.03)%	--	$159,336	105%
2001	$18.82	(0.08)(4)	(4.52)	(4.60)	--	(1.63)	(1.63)	$12.59	(24.23)%	1.58%	(0.62)%	--	$105,397	287%
2002(7)	$12.59	(0.06)	(0.32)	(0.38)	--	(0.58)	(0.58)	$11.63	(3.27)%	1.62%(6)	(1.16)%(6)	--	$108,714	150%
International Stock Fund
1997	$11.08	0.18	2.29	2.47	(0.26)	(0.09)	(0.35)	$13.20	22.73%	1.59%	1.80%	--	$226,849	26%
1998	$13.20	0.26	(1.42)	(1.16)	(0.21)	(0.29)	(0.50)	$11.54	(9.09)%	1.49%	2.01%	--	$225,248	24%
1999	$11.54	0.09	2.45	2.54	(0.25)	--	(0.25)	$13.83	22.20%	1.51%	0.79%	0.01%	$270,315	182%
2000	$13.83	(0.07)(4)	4.09	4.02	(0.16)	(1.36)	(1.52)	$16.33	28.09%	1.50%	(0.40)%	0.02%	$351,242	225%
2001	$16.33	0.03(4)	(4.02)	(3.99)	--	(1.61)	(1.61)	$10.73	(26.36)%	1.46%	0.25%	0.02%	$246,649	156%
2002(7)	$10.73	(0.04)	(0.66)	(0.70)	--	--	--	$10.03	(6.52)%	1.49%(6)	(0.60)%(6)	0.02%(6)	$218,924	42%
Government Income Fund
1997	$9.27	0.62	0.22	0.84	(0.62)	--	(0.62)	$9.49	9.35%	0.86%	6.62%	0.38%	$203,642	299%
1998	$9.49	0.61	0.21	0.82	(0.61)	--	(0.61)	$9.70	8.92%	0.87%	6.38%	0.34%	$280,313	353%
1999	$9.70	0.54	(0.48)	0.06	(0.54)	--	(0.54)	$9.22	0.62%	0.86%	5.69%	0.33%	$317,284	232%
2000	$9.22	0.57	(0.02)	0.55	(0.57)	--	(0.57)	$9.20	6.20%	0.85%	6.28%	0.33%	$357,229	192%
2001	$9.20	0.57	0.33	0.90	(0.57)	--	(0.57)	$9.53	10.02%	0.87%	6.04%	0.33%	$380,308	122%
2002(7)	$9.53	0.24(8)	0.06(8)	0.30	(0.26)	--	(0.26)	$9.57	3.16%	0.87%(6)	5.32%(6)(8)	0.33%(6)	$379,435	22%
Intermediate Bond Fund
1997	$9.26	0.58	0.18	0.76	(0.58)	--	(0.58)	$9.44	8.42%	0.72%	6.17%	0.31%	$398,234	144%
1998	$9.44	0.58	0.16	0.74	(0.58)	--	(0.58)	$9.60	8.00%	0.71%	6.02%	0.29%	$589,669	148%
1999	$9.60	0.55	(0.43)	0.12	(0.55)	--	(0.55)	$9.17	1.28%	0.71%	5.85%	0.28%	$598,970	181%
2000	$9.17	0.57	(0.01)	0.56	(0.57)	--	(0.57)	$9.16	6.35%	0.70%	6.31%	0.29%	$612,980	243%
2001	$9.16	0.55	0.35	0.90	(0.55)	--	(0.55)	$9.51	10.14%	0.72%	5.93%	0.29%	$640,863	273%
2002(7)	$9.51	0.24(8)	(0.13)(8)	0.11	(0.25)	--	(0.25)	$9.37	1.19%	0.72%(6)	5.19%(6)(8)	0.29%(6)	$622,763	59%
Intermediate Tax-Free Fund
1997	$9.83	0.43	0.21	0.64	(0.43)	--	(0.43)	$10.04	6.67%	0.61%	4.35%	0.54%	$88,108	53%
1998	$10.04	0.43	0.29	0.72	(0.43)	--	(0.43)	$10.33	7.31%	0.61%	4.22%	0.51%	$101,592	68%
1999	$10.33	0.42	(0.41)	0.01	(0.42)	(0.07)	(0.49)	$9.85	0.02%	0.61%	4.11%	0.48%	$108,732	53%
2000	$9.85	0.43	0.10	0.53	(0.43)	--	(0.43)	$9.95	5.58%	0.60%	4.43%	0.49%	$95,554	71%
2001	$9.95	0.43	0.40	0.83	(0.43)	--	(0.43)	$10.35	8.52%	0.62%	4.24%	0.50%	$102,300	51%
2002(7)	$10.35	0.20(8)	--(8)	0.20	(0.20)	--	(0.20)	$10.35	1.95%	0.62%(6)	3.88%(6)(8)	0.50%(6)	$103,641	17%
Short-Term Income Fund
1997	$9.59	0.63	0.04	0.67	(0.62)	--	(0.62)	$9.64	7.20%	0.49%	6.46%	0.59%	$148,781	101%
1998	$9.64	0.61	(0.03)	0.58	(0.61)	--	(0.61)	$9.61	6.22%	0.50%	6.40%	0.55%	$133,186	90%
1999	$9.61	0.55	(0.21)	0.34	(0.55)	--	(0.55)	$9.40	3.59%	0.51%	5.74%	0.56%	$134,943	163%
2000	$9.40	0.60	(0.19)	0.41	(0.60)	--	(0.60)	$9.21	4.46%	0.50%	6.43%	0.57%	$122,503	72%
2001	$9.21	0.58	0.33	0.91	(0.58)	--	(0.58)	$9.54	10.16%	0.53%	6.16%	0.57%	$126,008	79%
2002(7)	$9.54	0.24(8)	(0.16)(8)	0.08	(0.24)	--	(0.24)	$9.38	0.85%	0.56%(6)	5.18%(6)(8)	0.57%(6)	$132,423	24%
Money Market Fund
1997	$1.00	0.05	--	0.05	(0.05)	--	(0.05)	$1.00	5.35%	0.41%	5.22%	0.26%	$1,290,659	--
1998	$1.00	0.05	--	0.05	(0.05)	--	(0.05)	$1.00	5.51%	0.41%	5.37%	0.25%	$1,588,817	--
1999	$1.00	0.05	--	0.05	(0.05)	--	(0.05)	$1.00	4.98%	0.41%	4.86%	0.25%	$1,663,740	--
2000	$1.00	0.06	--	0.06	(0.06)	--	(0.06)	$1.00	5.88%	0.44%	5.73%	0.16%	$1,776,669	--
2001	$1.00	0.05	--	0.05	(0.05)	--	(0.05)	$1.00	5.32%	0.46%	5.22%	0.05%	$1,697,200	--
2002(7)	$1.00	0.01	--	0.01	(0.01)	--	(0.01)	$1.00	1.18%	0.45%(6)	2.33%(6)	0.05%(6)	$2,026,589	--

(1) Based on net asset value.

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

(3) The amount shown in this caption for a share outstanding does not correspond with the aggregate net realized and unrealized gain (loss) on investments, futures contracts and foreign currency for the period ended due to the timing of sales and repurchases of Fund shares in relation to fluctuating market values of the investments of the Fund.

(4) Per share information is based on average shares outstanding.

(5) Reflects operations for the period from September 3, 1996 (date of initial public investment) to August 31, 1997.

(6) Computed on an annualized basis.

(7) For the six months ended February 28, 2002 (unaudited).

(8) Effective September 1, 2001, the Government Income Fund, Intermediate Bond Fund, Intermediate Tax-Free Fund and Short-Term Income Fund adopted the provisions of the American Institute of Certified Public Accountants ("AICPA") Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. The effect of this change for the six months ended February 28, 2002 was as follows:

	Net Investment Income per Share	Net Realized/ Unrealized Gain/ Loss per Share	Ratio of Net Investment Income to Average Net Assets
Increase (Decrease)
Government Income Fund	$(0.02)	$0.02	(0.13)%
Intermediate Bond Fund	(0.01)	0.01	(0.14)
Intermediate Tax-Free Fund	0.00	0.00	(0.01)
Short-Term Income Fund	0.00	0.00	0.16

Per share, ratios and supplemental data for periods prior September 1, 2001 have not been restated to reflect this change in presentation.

(9) Amounts represents less than $0.01 per share.

February 28, 2002 (unaudited)

Notes to Financial Statements

1. Organization

Marshall Funds, Inc. (the "Corporation") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Corporation consists of eleven diversified portfolios (individually referred to as the "Fund", or collectively as the "Funds") which are presented herein:

Portfolio Name		Investment Objective
Marshall Equity Income Fund ("Equity Income Fund")		To provide capital appreciation and above-average dividend income.
Marshall Large-Cap Growth & Income Fund ("Large-Cap Growth & Income Fund")		To provide capital appreciation and income.
Marshall Mid-Cap Value Fund ("Mid-Cap Value Fund")		To provide capital appreciation.
Marshall Mid-Cap Growth Fund ("Mid-Cap Growth Fund")		To provide capital appreciation.
Marshall Small-Cap Growth Fund ("Small-Cap Growth Fund")		To provide capital appreciation.
Marshall International Stock Fund ("International Stock Fund")		To provide capital appreciation.
Marshall Government Income Fund ("Government Income Fund")		To provide current income.
Marshall Intermediate Bond Fund ("Intermediate Bond Fund")		To maximize total return consistent with current income.
Marshall Intermediate Tax-Free Fund ("Intermediate Tax-Free Fund")		To provide a high level of current income that is exempt from federal income tax and is consistent with preservation of capital.
Marshall Short-Term Income Fund ("Short-Term Income Fund")		To maximize total return consistent with current income.
Marshall Money Market Fund ("Money Market Fund")		To provide current income consistent with stability of principal.

The Funds (except Intermediate Tax-Free Fund) are offered in two classes of shares: Investor Class of Shares and Advisor Class of Shares. International Stock Fund and Money Market Fund offer three classes of shares: Investor Class of Shares, Advisor Class of Shares and Institutional Class of Shares. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The Financial Highlights of Advisor Class of Shares and Institutional Class of Shares of the Funds are presented in separate semi-annual reports.

2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. These policies are in conformity with accounting principles generally accepted in the United States.

Investment Valuations--Listed equity securities are valued at the last sale price reported on a national securities exchange. U.S. government securities, listed corporate bonds, other fixed income and asset-backed securities, and unlisted securities and private placement securities are generally valued at the mean of the latest bid and asked price as furnished by an independent pricing service. Municipal bonds are valued by an independent pricing service, taking into consideration yield, liquidity, risk, credit quality, coupon, maturity, type of issue, and any other factors or market data the pricing service deems relevant. Money Market Fund's use of the amortized cost method to value portfolio securities is in accordance with Rule 2a-7 under the Act. For fluctuating net asset value Funds within the Corporation, short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities purchased with remaining maturities of 60 days or less may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily available are valued at fair value as determined in good faith using methods approved by the Board of Directors (the "Directors").

Repurchase Agreements--It is the policy of the Funds to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Funds to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement, including accrued interest.

The Funds will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Funds' adviser (or sub-adviser with respect to International Stock Fund) to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Directors. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Funds could receive less than the repurchase price on the sale of collateral securities.

Investment Income, Expenses and Distributions--Interest income and expenses are accrued daily. All discounts/premiums are accreted/amortized for financial reporting purposes as required. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair market value. The Funds offer multiple classes of shares (except Intermediate Tax-Free Fund), which differ in their respective distribution and service fees. All shareholders bear the common expenses of the Funds based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Effective September 1, 2001, the Corporation has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. Prior to September 1, 2001, the Funds did not accrete discount and amortize premium on long-term debt securities. The cumulative effect of this accounting change had no impact on the total net assets of the Funds, but resulted in adjustments to the financial statements as follows:


	Cost of Investments	Undistributed Net Investment Income	Accumulated Net Realized Gain (Loss)	Net Investment Income	Net Unrealized Appreciation (Depreciation)	Net Realized Gain (Loss)
Increase (Decrease)
Government Income Fund	$ 41,338	$ (427,302)	$ 468,640	$ (248,916)	$ (11,504)	$ 260,420
Intermediate Bond Fund	(257,683)	(257,683)	--	(431,340)	229,310	202,030
Intermediate Tax-Free Fund	4,974	4,974	--	(7,370)	6,226	1,144
Short-Term Income Fund	14,204	14,204	--	99,397	(40,320)	(59,077)

The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

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

Withholding taxes on foreign dividends have been provided for in accordance with the applicable country's tax rules and rates.

At August 31, 2001, the following Funds had capital loss carryforwards for federal tax purposes, which will reduce each Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve each Fund of any liability for federal tax. Pursuant to the Code, such capital loss carryforwards will expire as listed below:

Fund	Capital Loss Carryforward to Expire in 2002	Capital Loss Carryforward to Expire in 2003	Capital Loss Carryforward to Expire in 2004	Capital Loss Carryforward to Expire in 2005	Capital Loss Carryforward to Expire in 2006	Capital Loss Carryforward to Expire in 2007	Capital Loss Carryforward to Expire in 2008	Capital Loss Carryforward to Expire in 2009	Total Capital Loss Carryforward
Large Cap Growth & Income Fund	$ --	$ --	$ --	$ --	$ --	$ --	$ --	$ 4,529,087	$ 4,529,087
International Stock Fund	--	--	--	--	--	--	--	2,042,934	2,042,934
Government Income Fund	--	--	--	--	--	--	8,704,539	--	8,704,539
Intermediate Bond Fund	--	10,386,677	6,100,494	--	--	--	2,990,074	--	19,477,245
Intermediate Tax-Free Fund	--	--	--	--	--	--	529,729	650,932	1,180,661
Short-Term Income Fund	302,405	1,898,650	556,158	545,815	618,371	952,637	222,218	928,524	6,024,778

When-Issued and Delayed Delivery Transactions--The Funds may engage in when-issued or delayed delivery transactions. The Funds record when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked-to-market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Futures Contracts--Equity Income Fund, Large-Cap Growth & Income Fund, Mid-Cap Value Fund, Mid-Cap Growth Fund and Small-Cap Growth Fund purchase stock index futures contracts to manage cashflows, enhance yield, and to potentially reduce transaction costs. Upon entering into a stock index futures contract with a broker, the Fund is required to deposit in a segregated account a specified amount of cash or U.S. government securities. Futures contracts are valued daily and unrealized gains or losses are recorded in a "variation margin" account. Daily, the Fund receives from or pays to the broker a specified amount of cash based upon changes in the variation margin account. When a contract is closed, the Fund recognizes a realized gain or loss. Futures contracts have market risks, including the risk that the change in the value of the contract may not correlate with changes in the value of the underlying securities.

At February 28, 2002, the Funds had outstanding futures contracts as set forth below:

Fund	Expiration Date	Contracts to Receive	Position	Unrealized Depreciation
Equity Income Fund	March 2002	25 S&P 500	Long	$ (386,565)
Large-Cap Growth & Income Fund	March 2002	75 S&P 500	Long	(1,170,695)
Mid-Cap Growth Fund	March 2002	42 Nasdaq 100	Long	(240,879)
	March 2002	23 S&P Mid-Cap 400	Long	(47,490)

Written Options Contracts--Equity Income Fund writes option contracts. A written option obligates the Fund to deliver a call, or to receive a put, for the contract amount upon exercise by the holder of the option. The value of the option contract is recorded as a liability and unrealized gain or loss is measured by the difference between the current value and the premium received. For the six months ended February 28, 2002, the Equity Income Fund had$1,648,409 in realized loss on written options.

The following is a summary of the Equity Income Fund's written option activity:

Contracts	Number of Contracts	Premium
Outstanding @ 8/31/01	10,490	$ 542,471
Options written	27,933	3,676,688
Options expired	(17,269)	(1,668,637)
Options closed	(14,560)	(2,075,901)
Options assigned	(21)	(5,032)

Outstanding @ 2/28/02	6,573	$ 469,589

At February 28, 2002, the Equity Income Fund had the following outstanding options:

Contract	Type	Expiration Date	Exercise Price	Number of Contracts	Market Value	Unrealized Appreciation (Depreciation)
Bard (C.R.) Inc.	Call	April 2002	$ 60.00	135	$ 9,788	$ 2,632
Boeing Co.	Call	May 2002	50.00	300	31,500	(11,100)
Deluxe Corp.	Call	April 2002	45.00	190	74,100	(54,920)
Eastman Chemical Co.	Call	March 2002	45.00	200	10,000	13,399
Emerson Electric Co.	Call	March 2002	65.00	130	1,950	5,590
Georgia Pacific Corp.	Call	April 2002	30.00	320	10,400	6,560
ITT Industries Inc.	Call	April 2002	60.00	140	16,100	(6,720)
Masco Corp.	Call	April 2002	30.00	275	9,625	550
Mellon Financial Corp.	Call	March 2002	42.50	300	1,500	23,400
Starwood Hotels & Resorts	Call	March 2002	35.00	220	34,100	(22,660)
Textron Inc	Call	April 2002	50.00	163	15,485	5,216
Alltel Corp.	Put	April 2002	50.00	250	10,625	8,875
Bard (C.R.) Inc.	Put	April 2002	40.00	300	5,250	7,950
Cooper Industries Inc.	Put	March 2002	25.00	350	6,125	17,674
Dow Chemical Co.	Put	March 2002	22.50	60	300	3,780
Duke Energy Corp.	Put	April 2002	30.00	250	13,125	12,374
El Paso Corp.	Put	April 2002	30.00	400	12,000	17,199
Household International, Inc.	Put	April 2002	35.00	350	19,250	4,549
J.P. Morgan Chase & Co.	Put	April 2002	25.00	500	32,500	3,999
Pharmacia Corp.	Put	April 2002	35.00	400	9,000	14,200
SBC Communications Inc.	Put	March 2002	35.00	300	6,000	17,400
Sprint Corp.	Put	May 2002	10.00	500	18,750	5,249
Whirlpool Corp.	Put	March 2002	55.00	200	3,500	16,900
Williams Cos., Inc.	Put	March 2002	22.50	340	244,800	(218,280)

Net Unrealized Depreciation on Written Options Contracts						$ (126,184)

Foreign Exchange Contracts--International Stock Fund may enter into foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross hedge against either specific transactions or portfolio positions. The objective of the Fund's foreign currency hedging transactions is to reduce the risk that the U.S. dollar value of the Fund's foreign currency denominated securities will decline in value due to changes in foreign currency exchange rates. All foreign currency exchange contracts are "marked-to-market" daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the terms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. As of February 28, 2002, International Stock Fund had outstanding foreign currency exchange contracts as set forth below:

Settlement Date		Foreign Currency Units to Receive		In Exchange		Contracts at Value		Unrealized Depreciation
Contract Purchased:
3/1/02		765,297 Euro Dollar		$ 663,359		$ 662,670		$ (689)

Foreign Currency Translation--The accounting records of International Stock Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies ("FCs") are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Funds' books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate.

Dollar Roll Transactions--The Funds, except for Money Market Fund, may enter into dollar roll transactions, with respect to mortgage securities issued by Government National Mortgage Association, Federal National Mortgage Association and Federal Home Loan Mortgage Corporation, in which the Funds loan mortgage securities to financial institutions and simultaneously agree to accept substantially similar (same type, coupon and maturity) securities at a later date at an agreed upon price. Dollar roll transactions are short-term financing arrangements which will not exceed twelve months. The Funds will use the proceeds generated from the transactions to invest in short-term investments, which may enhance the Funds' current yield and total return.

Securities Lending--The Funds participate in a securities lending program providing for the lending of corporate bonds, equity and government securities to qualified brokers. The Funds receive cash as collateral in return for the securities and record a corresponding payable for collateral due to the respective broker. The amount of cash collateral received is maintained at a minimum level of 100% of the prior day's market value on securities loaned. Collateral is reinvested in short-term securities including overnight repurchase agreements, commercial paper, master notes, floating rate corporate notes (with at least quarterly reset rates) and money market funds. On May 18, 2000, the Securities and Exchange Commission issued an order to the Marshall Funds that exempts certain securities lending activities from prohibitions under the Act. Under the terms of the exemptive order, (i) the Funds may pay a portion of net revenue to M&I Trust Company for its services as securities lending agent, and (ii) cash collateral received for a loan of one Fund's securities may be invested jointly with collateral received for loans of other Funds' securities.

As of February 28, 2002, the value of securities loaned, the payable on collateral due to broker and the value of reinvested cash collateral securities were as follows:

Fund	Market Value of Securities Loaned	Payable on Collateral Due to Broker	Reinvested Collateral Securities
Equity Income Fund	$ 36,099,768	$ 37,378,638	$ 37,378,638
Large-Cap Growth & Income Fund	29,494,804	30,539,686	30,539,686
Mid-Cap Value Fund	16,882,322	17,480,395	17,480,395
Mid-Cap Growth Fund	55,273,830	57,231,960	57,231,960
Small-Cap Growth Fund	22,253,278	23,041,621	23,041,621
International Stock Fund	11,853,475	12,273,398	12,273,398
Government Income Fund	112,193,274	116,167,831	116,167,831
Intermediate Bond Fund	97,091,948	100,531,524	100,531,524

Individual reinvested cash collateral securities at February 28, 2002 are as follows:

Investments	Equity Income Fund	Large-Cap Growth & Income Fund	Mid-Cap Value Fund	Mid-Cap Growth Fund	Small-Cap Growth Fund	International Stock Fund	Government Income Fund	Intermediate Bond Fund	Total
Provident Money Market Fund	$ 235,563	192,463	$ 110,163	$ 360,681	$ 145,210	$ 77,348	$ 732,100	$ 633,558	$ 2,487,086
Merrimac Money Market Fund	4,787,443	3,911,513	2,238,883	7,330,250	2,951,163	1,571,973	14,878,737	12,876,044	50,546,006
Dreyfus Cash Management Plus MMKT	12,222,060	9,985,861	5,715,736	18,713,695	7,534,145	4,013,152	37,984,535	32,871,779	129,040,963
Dreyfus Cash Management Plus	2,066,766	1,688,622	966,539	3,164,511	1,274,034	678,629	6,423,236	5,558,661	21,820,998
Nationsbank Inst. Reserves MMKT	4,735,729	3,869,260	2,214,698	7,251,068	2,919,284	1,554,992	14,718,014	12,736,955	50,000,000
JP Morgan Master Note	1,231,289	1,006,008	575,821	1,885,278	759,014	404,298	3,826,684	3,311,608	13,000,000
Danaher Corp. Master Note	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
Wisconsin Public Service Master Note	947,146	773,852	442,939	1,450,214	583,857	310,998	2,943,603	2,547,391	10,000,000
Monumental Life Ins. Master Note	1,420,719	1,160,778	664,410	2,175,320	875,785	466,497	4,415,404	3,821,087	15,000,000
Four Winds Funding LLC	1,894,291	1,547,704	885,879	2,900,427	1,167,714	621,997	5,887,206	5,094,782	20,000,000
Washington Mutual Bank FA	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
American Honda Finance	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
Bendix Comm. Vehicle System	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
Household Finance Corp.	1,373,361	1,122,085	642,262	2,102,810	846,593	450,948	4,268,224	3,693,717	14,500,000
Questar Corp.	781,395	638,428	365,425	1,196,426	481,682	256,574	2,428,472	2,101,598	8,250,000

Restricted Securities--Restricted securities are securities that may only be resold upon registration under federal securities laws or in transactions exempt from such registration. In some cases, the issuer of restricted securities has agreed to register such securities for resale, at the issuer's expense either upon demand by the Funds or in connection with another registered offering of the securities. Many restricted securities may be resold in the secondary market in transactions exempt from registration. Such restricted securities may be determined to be liquid under criteria established by the Directors. The Fund will not incur any registration costs upon such resales. The Intermediate Bond Fund's and Short-Term Income Fund's restricted securities are valued at the price provided by dealers in the secondary market or, if no market prices are available, the fair value as determined in good faith using methods approved by the Directors. The Money Market's restricted securities are valued at amortized cost in accordance with Rule 2a-7 under the Act.

Additional information on each restricted security held by the Money Market Fund at February 28, 2002 is as follows:

Security	Acquisition Date	Acquisition Cost
ABB Capital USA	11/21/2001	$ 75,000,000
GE Life & Annuity Funding Agreement	4/20/2001	75,000,000
Monumental Life Funding Agreement	7/23/2001	40,000,000
Monumental Life Funding Agreement	5/17/2000	10,000,000
Monumental Life Funding Agreement	2/5/2001	25,000,000
Travelers Insurance Company	2/19/2002	50,000,000

Other--Investment transactions are accounted for on a trade date basis.

3. Capital Stock

The Articles of Incorporation permit the Directors to issue an indefinite number of full and fractional shares of common stock, par value $0.0001 per share. At February 28, 2002, the capital paid-in was as follows:

Fund		Capital Paid-In
Equity Income Fund		$ 325,190,308
Large-Cap Growth & Income Fund		315,319,845
Mid-Cap Value Fund		186,051,190
Mid-Cap Growth Fund		333,814,743
Small-Cap Growth Fund		113,511,871
International Stock Fund		420,047,605
Government Income Fund		380,251,653
Intermediate Bond Fund		652,303,333
Intermediate Tax-Free Fund		100,276,044
Short-Term Income Fund		140,419,560
Money Market Fund		3,203,073,971

Transactions in capital stock were as follows:

	Equity Income Fund						Large-Cap Growth & Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		1,737,841	$23,934,938		3,753,785	$56,629,266		2,108,833	$27,819,952		3,640,354	$58,100,434
Shares issued to shareholders in payment of distributions declared		1,191,637	16,576,864		303,974	4,592,039		7,255	88,166		1,316,487	21,124,005
Shares redeemed		(3,590,932)	(50,234,316)		(4,837,092)	(72,875,722)		(2,573,756)	(34,178,398)		(3,357,098)	(54,334,387)

Net change resulting from Investor Class of Shares transactions		(661,454)	$(9,722,514)		(779,333)	$(11,654,417)		(457,668)	$(6,270,280)		1,599,743	$24,890,052

	Equity Income Fund						Large-Cap Growth & Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		81,483	$ 1,132,322		126,934	$ 1,916,805		77,094	$ 1,014,608		188,189	$ 3,039,967
Shares issued to shareholders in payment of distributions declared		12,087	167,942		2,779	41,925		159	1,952		12,534	201,047
Shares redeemed		(35,156)	(492,967)		(25,214)	(380,859)		(34,732)	(460,769)		(41,770)	(640,861)

Net change resulting from Advisor Class of Shares transactions		58,414	$ 807,297		104,499	$ 1,577,871		42,521	$ 555,791		158,953	$ 2,600,153

Net change resulting from Fund Share transactions		(603,040)	$(8,915,217)		(674,834)	$(10,076,546)		(415,147)	$(5,714,489)		1,758,696	$27,490,205

	Mid-Cap Value Fund						Mid-Cap Growth Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		4,395,257	$52,116,396		6,132,824	$74,762,587		2,367,720	$30,476,549		4,141,183	$ 73,753,844
Shares issued to shareholders in payment of distributions declared		1,892,346	22,305,472		665,231	6,982,264		62,977	869,078		6,070,360	95,729,696
Shares redeemed		(1,624,332)	(19,871,934)		(3,039,567)	(35,807,926)		(3,000,209)	(38,646,207)		(5,654,242)	(97,229,757)

Net change resulting from Investor Class of Shares transactions		4,663,271	$54,549,934		3,758,488	$45,936,925		(569,512)	$(7,300,580)		4,557,301	$ 72,253,783

	Mid-Cap Value Fund						Mid-Cap Growth Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		88,723	$ 1,051,696		92,317	$ 1,097,181		34,640	$ 443,338		111,226	$ 1,992,014
Shares issued to shareholders in payment of distributions declared		28,717	338,450		7,508	78,933		629	8,683		42,035	662,892
Shares redeemed		(8,611)	(103,787)		(17,047)	(201,444)		(9,832)	(127,396)		(30,405)	(456,439)

Net change resulting from Advisor Class of Shares transactions		108,829	$ 1,286,359		82,778	$ 974,670		25,437	$ 324,625		122,856	$ 2,198,467

Net change resulting from Fund Share transactions		4,772,100	$55,836,293		3,841,266	$46,911,595		(544,075)	$(6,975,955)		4,680,157	$74,452,250

	Small-Cap Growth Fund						International Stock Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		1,840,251	$21,978,355		2,979,586	$41,362,567		6,883,281	$ 68,399,026		15,212,008	$ 195,353,624
Shares issued to shareholders in payment of distributions declared		386,178	4,757,712		1,065,835	13,088,446		--	--		2,469,820	32,972,095
Shares redeemed		(1,246,982)	(15,046,517)		(4,143,430)	(55,181,701)		(8,048,998)	(80,450,982)		(16,197,785)	(209,170,751)

Net change resulting from Investor Class of Shares transactions		979,447	$11,689,550		(98,009)	$ (730,688)		(1,165,717)	$(12,051,956)		1,484,043	$ 19,154,968

	Small-Cap Growth Fund						International Stock Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		109,370	$ 1,311,083		98,880	$1,336,884		773,541	$7,566,835		420,204	$5,315,028
Shares issued to shareholders in payment of distributions declared		9,193	113,254		16,402	201,410		--	--		28,817	384,702
Shares redeemed		(83,531)	(985,025)		(18,911)	(246,619)		(705,028)	(7,044,585)		(251,427)	(2,851,448)

Net change resulting from Advisor Class of Shares transactions		35,032	$ 439,312		96,371	$1,291,675		68,513	$522,250		197,594	$2,848,282

Net change resulting from Fund Share transactions		1,014,479	$12,128,862		(1,638)	$ 560,987

	International Stock Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Institutional Class of Shares		Shares	Amount		Shares	Amount
Shares sold		1,045,591	$ 10,594,879		3,484,294	$ 46,906,402
Shares issued to shareholders in payment of distributions declared		--	--		1,078,820	14,434,613
Shares redeemed		(993,234)	(9,800,801)		(2,661,048)	(31,799,647)

Net change resulting from Institutional Class of Shares transactions		52,357	$ 794,078		1,902,066	$ 29,541,368

Net change resulting from Fund Share transactions		(1,044,847)	$ (10,735,628)		3,583,703	$ 51,544,618

	Government Income Fund						Intermediate Bond Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		3,733,797	$ 35,619,676		6,866,098	$64,422,793		7,555,420	$ 71,348,607		17,120,862	$ 159,975,612
Shares issued to shareholders in payment of distributions declared		555,357	5,316,621		1,484,020	13,955,058		724,425	6,846,481		1,847,000	17,238,638
Shares redeemed		(4,536,867)	(43,301,176)		(7,287,114)	(68,532,104)		(9,208,301)	(87,108,706)		(18,527,594)	(173,100,999)

Net change resulting from Investor Class of Shares transactions		(247,713)	$(2,364,879)		1,063,004	$ 9,845,747		(928,456)	$(8,913,618)		440,268	$ 4,113,251

	Government Income Fund						Intermediate Bond Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		195,782	$ 1,869,687		107,402	$ 1,009,391		180,711	$ 1,702,359		143,925	$1,343,401
Shares issued to shareholders in payment of distributions declared		4,968	47,554		9,562	89,985		7,034	66,472		14,177	132,442
Shares redeemed		(159,551)	(1,525,234)		(21,965)	(206,127)		(155,387)	(1,461,447)		(33,510)	(313,102)

Net change resulting from Advisor Class of Shares transactions		41,199	$ 392,007		94,999	$ 893,249		32,358	$ 307,384		124,592	$1,162,741

Net change resulting from Fund Share transactions		(206,514)	$(1,972,872)		1,158,003	$10,738,996		(896,098)	$(8,606,234)		564,860	$5,275,992

	Intermediate Tax-Free Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		1,054,856	$10,787,444		1,780,346	$ 18,030,777
Shares issued to shareholders in payment of distributions declared		16,264	166,925		37,466	379,104
Shares redeemed		(942,193)	(9,720,590)		(1,541,044)	(15,558,697)

Net change resulting from Fund Share Transactions		128,927	$ 1,233,779		276,768	$ 2,851,184

	Short-Term Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		2,815,219	$ 26,676,985		4,478,636	$ 42,170,518
Shares issued to shareholders in payment of distributions declared		165,760	1,569,432		458,652	4,314,479
Shares redeemed		(2,071,098)	(19,608,704)		(5,022,532)	(47,251,221)

Net change resulting from Investor Class of Shares transactions		909,881	$ 8,637,713		(85,244)	$ (766,224)

	Short-Term Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001(1)
Advisor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		30,463	$ 287,180		14,727	$ 138,907
Shares issued to shareholders in payment of distributions declared		346	3,274		317	3,001
Shares redeemed		(320)	(3,001)		(4,889)	(46,203)

Net change resulting from Advisor Class of Shares transactions		30,489	$ 287,453		10,155	$ 95,705

Net change resulting from Fund Share transactions		940,370	$ 8,925,166		(75,089)	$ (670,519)

	Money Market Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		2,980,620,494	$ 2,980,620,494		5,349,844,467	$ 5,349,844,467
Shares issued to shareholders in payment of distributions declared		6,040,913	6,040,913		22,470,409	22,470,409
Shares redeemed		(2,657,272,337)	(2,657,272,337)		(5,451,687,216)	(5,451,687,216)

Net change resulting from Investor Class of Shares transactions		329,389,070	$ 329,389,070		(79,372,340)	$ (79,372,340)

	Money Market Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		167,449,786	$ 167,449,786		440,122,578	$ 440,122,578
Shares issued to shareholders in payment of distributions declared		1,168,762	1,168,762		5,940,215	5,940,215
Shares redeemed		(155,588,955)	(155,588,955)		(459,131,150)	(459,131,150)

Net change resulting from Advisor Class of Shares transactions		13,029,593	$ 13,029,593		(13,068,357)	$ (13,068,357)

	Money Market Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Institutional Class of Shares		Shares	Amount		Shares	Amount
Shares sold		1,905,698,874	$ 1,905,698,874		3,217,717,900	$ 3,217,717,900
Shares issued to shareholders in payment of distributions declared		914,567	914,567		2,009,341	2,009,341
Shares redeemed		(1,785,703,386)	(1,785,703,386)		(2,446,906,796)	(2,446,906,796)

Net change resulting from Institutional Class of Shares transactions		120,910,055	$ 120,910,055		772,820,445	$ 772,820,445

Net change resulting from Fund Share transactions		463,328,718	$ 463,328,718		680,379,748	$ 680,379,748

(1) For the period from October 31, 2000 (start of performance) to August 31, 2001.

4. Investment Adviser Fee and Other Transactions with Affiliates

Investment Adviser Fee--Marshall & Ilsley ("M&I") Investment Management Corp., the Funds' investment adviser (the "Adviser"), receives for its services an annual investment adviser fee based on a percentage of each Fund's average daily net assets as listed below. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Fund		Annual Rate
Equity Income Fund		0.75%
Large-Cap Growth & Income Fund		0.75%
Mid-Cap Value Fund		0.75%
Mid-Cap Growth Fund		0.75%
Small-Cap Growth Fund		1.00%
International Stock Fund		1.00%
Government Income Fund		0.75%
Intermediate Bond Fund		0.60%
Intermediate Tax-Free Fund		0.60%
Short-Term Income Fund		0.60%
Money Market Fund		0.15%

International Stock Fund's sub-adviser is BPI Global Asset Management LLP (the "Sub-Adviser"). The Adviser compensates the Sub-Adviser based on the level of average aggregate daily net assets of International Stock Fund.

Administrative Fee--M&I Trust Company, N.A., ("M&I Trust Company") under the Administrative Services Agreement, provides the Funds with administrative personnel and services. The fee paid to M&I Trust Company is based on each Fund's average daily net assets as follows:

Maximum Fee		Fund's ADNA
0.100%		on the first $250 million
0.095%		on the next $250 million
0.080%		on the next $250 million
0.060%		on the next $250 million
0.040%		on the next $500 million
0.020%		on assets in excess of $1.5 billion

Federated Administrative Services is the sub-administrator and will be paid by M&I Trust Company, not by the Funds.

Distribution Services Fee--The Funds have adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Funds will compensate Federated Securities Corp. ("FSC"), the principal distributor, from the net assets of the Funds to finance activities intended to result in the sale of shares of the Fund's Advisor Class of Shares. The Plan provides that the Funds may incur distribution expenses up to 0.25% of the average daily net assets of Fund's Advisor Class of Shares (except Money Market Fund's Advisor Class of Shares which may accrue up to 0.30%) annually, to compensate FSC.

Shareholder Services Fee--Under the terms of a Shareholder Services Agreement with Marshall Funds Investor Services ("MFIS"), each Fund will pay MFIS up to 0.25% of average daily net assets of the Fund's Investor and Advisor Class of Shares for the period. The fee paid to MFIS is used to finance certain services for shareholders and to maintain shareholder accounts. MFIS may voluntarily choose to waive any portion of its fee. MFIS can modify or terminate this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses--Federated Services Company ("FServ"), through its subsidiary, Federated Shareholders Services Company ("FSSC"), serves as transfer and dividend disbursing agent for the Funds. The fee paid to FSSC is based on the size, type, and number of accounts and transactions made by shareholders.

Portfolio Accounting Fees--FServ maintains the Funds' accounting records for which it receives a fee. The fee is based on the level of each Fund's average daily net assets for the period, plus out-of-pocket expenses.

Custodian Fees--M&I Trust Company is the Funds' custodian. M&I Trust Company receives fees based on the level of each Fund's average daily net assets for the period. The custodian also charges a fee in connection with securities lending activities of the Funds.

General--Certain of the Officers and Directors of the Corporation are Officers and Directors or Trustees of one or more of the above companies.

5. Investment Transactions

Purchases and sales of investments, excluding short-term securities and long-term U.S. government securities, for the six months ended February 28, 2002, were as follows:

Fund	Purchases	Sales
Equity Income Fund	$ 81,737,263	$ 91,374,643
Large-Cap Growth & Income Fund	108,682,076	100,238,135
Mid-Cap Value Fund	59,882,591	25,431,525
Mid-Cap Growth Fund	238,757,257	243,737,657
Small-Cap Growth Fund	157,491,302	144,801,742
International Stock Fund	133,741,264	154,474,955
Intermediate Bond Fund	147,628,411	123,512,250
Intermediate Tax-Free Fund	16,601,965	18,103,085
Short-Term Income Fund	4,397,577	8,697,887

Purchases and sales of long-term U.S. government securities, for the six months ended February 28, 2002, were as follows:

Fund	Purchases	Sales
Equity Income Fund	$ 0	$ 4,027,569
Large-Cap Growth & Income Fund	1,695,686	6,363,708
Government Income Fund	88,240,018	105,659,068
Intermediate Bond Fund	203,755,469	244,287,227
Short-Term Income Fund	29,511,457	18,353,768

Directors

John M. Blaser

John DeVincentis

Duane E. Dingmann

James Mitchell

Barbara J. Pope

David W. Schulz

Officers

John M. Blaser
President

John D. Boritzke
Vice President

William A. Frazier
Vice President

Brooke J. Billick
Secretary

Lori K. Hoch
Assistant Secretary

Ann K. Peirick
Treasurer

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

This report is authorized for distribution to prospective investors only when preceded
or accompanied by the Funds' prospectus, which contains facts concerning each
Fund's objective and policies, management fees, expenses, and other information.

[Logo of Marshall Funds]

Marshall Funds Investor Services
P.O. Box 1348
Milwaukee,Wisconsin 53201-1348
800-236-FUND(3863)
TDD: Speech and Hearing Impaired Services
800-209-3520
www.marshallfunds.com
Federated Securities Corp., Distributor G00406-02(4/02)
M&I Investment Management Corp., Investment Adviser
©2002 Marshall Funds, Inc.

321-314

[Logo of Marshall Funds]

The Marshall Funds Family

Semi-Annual Report

The Advisor Class of Shares

(Class A)

Marshall Equity Income Fund
Marshall Large-Cap Growth & Income Fund
Marshall Mid-Cap Value Fund
Marshall Mid-Cap Growth Fund
Marshall Small-Cap Growth Fund
Marshall International Stock Fund
Marshall Government Income Fund
Marshall Intermediate Bond Fund
Marshall Short-Term Income Fund
Marshall Money Market Fund

FEBRUARY 28, 2002

President's Message		1

Commentaries
Marshall Equity Income Fund		2
Marshall Large-Cap Growth & Income Fund		4
Marshall Mid-Cap Value Fund		6
Marshall Mid-Cap Growth Fund		8
Marshall Small-Cap Growth Fund		10
Marshall International Stock Fund		12
Marshall Government Income Fund		14
Marshall Intermediate Bond Fund		16
Marshall Short-Term Income Fund		18
Marshall Money Market Fund		20

Financial Information
Portfolio of Investments		21
Marshall Equity Income Fund		21
Marshall Large-Cap Growth & Income Fund		23
Marshall Mid-Cap Value Fund		24
Marshall Mid-Cap Growth Fund		25
Marshall Small-Cap Growth Fund		26
Marshall International Stock Fund		28
Marshall Government Income Fund		30
Marshall Intermediate Bond Fund		31
Marshall Short-Term Income Fund		34
Marshall Money Market Fund		36
Statements of Assets and Liabilities		40
Statements of Operations		42
Statements of Changes in Net Assets		44
Financial Highlights		48
Notes to Financial Statements		50

Directors & Officers		61

[Logo of Marshall Funds]

Dear Shareholders:

The inherent flaw in this simplistic advice is that buying low and selling high suffers from the same challenges of "timing the market" that academics tell us is very difficult, if not impossible:

Finding an investment before its significant rise in value.
Knowing when to get out, especially if its value has been inflated by market euphoria.
And finally, even if you successfully get out, you are faced with the next challenge of determining when to get back into the next investment, or the market in general.

As you reflect on your own investment approach, consider how you address each of the following investment disciplines:

Diversify--your long-term portfolios should include stocks, bonds and cash, domestic and international stocks, large, mid and small cap stocks, and both value and growth investment styles.
Be patient--an allocation strategy by design should not result in every investment doing well at the same time; they more likely should take turns performing well.
Appreciate relative performance--a fund's absolute performance may be negative, but still be ranked at the top of its competitive peer group. A sound asset allocation strategy suggests keeping such a fund because different investment categories often succeed at different times. Selling all funds with negative one-year returns will likely result in a portfolio consisting of only cash.

Sincerely,

/s/John M. Blaser

John M. Blaser
President

Semi-Annual Report--Commentary

Marshall Equity Income Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (0.35)%,** while the Lipper Equity Income Funds Index (LEIFI) returned (0.69)% and the S&P 500 returned (1.67)%.*

An Eventful Six Months

Positive Trends for our Investment Style

An Improving Climate

Sincerely,

/s/Bruce P. Hutson

Bruce P. Hutson
Co-Manager, Marshall Equity Income Fund

[Photo of Hutson]

/s/David J. Abitz

David J. Abitz, CFA
Co-Manager, Marshall Equity Income Fund

[Photo of Abitz]

** Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the reporting period, based on offering price (i.e. less any applicable sales charge) for six months, one-year, three-year and since inception were (6.09)%, (8.54)%, 0.63% and (0.31)%, respectively.

Marshall Large-Cap Growth & Income Fund

Fund Performance

A Period of Ups and Downs

In retrospect, we can identify four main factors which impacted the Fund's relative performance during a very challenging six months. First, we underestimated the resilience of the U.S. consumer. Tax cuts, lower energy prices, and mortgage refinancing proceeds kept consumer spending from rolling over. We were concerned that the damage on the industrial side of the economy would eventually spill over to the consumer, many of which were losing their jobs. Consumer cyclical stocks did well during this reporting period and we were at best market weighted. Second, the Mid-Cap and Small-Capitalization sectors of the market which populate the bottom half of the S&P 500 provided much better performance than the top half of the S&P 500, the area in which we traffic. Third, a few select stocks such as America Online, TYCO, and Sprint PCS had an important negative impact on performance, especially in the month of January. Finally, our overweighting of the technology sector to play the sequential improvement of business in the December quarter was dashed by the events of September 11.

Accounting Issues Grab the Headlines

Another major factor that played a role in the large-cap marketplace in the latter half of this reporting period was the increased scrutiny brought to the area of corporate accounting practices. Consistent earnings performance used to be considered a quality worth having to many companies. Now it has become a reason for suspicion.

Recovery on the Horizon

Sincerely,

/s/William J. O'Connor

William J. O'Connor, CFA
Manager, Marshall Large-Cap Growth & Income Fund

[Photo of O'Connor]

* Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the reporting period, based on offering price (i.e. less applicable sales charge) for six months, one-year, three-year and since inception were (11.89)%, (19.53)%, (6.05)% and (5.88)%, respectively.

Marshall Mid-Cap Value Fund

Fund Performance

Market Contends with Many Factors

Our Approach to Changing Markets

Turnover in the portfolio was relatively light during the six-month reporting period. Valuations in the wake of September 11 were driven down to attractive levels, and we were able to watch our holdings appreciate from those low levels. Many stocks now, however, have incorporated assumptions of a reasonable recovery into their prices. While we agree with the general outlook for improved economic activity, we are starting to become concerned that many stock prices fully reflect such a recovery and therefore, leave little room for appreciation. We are therefore focusing attention on potential investment ideas, which include healthcare stocks, utilities and telecom-related issues.

If the pace of economic activity can be sustained throughout 2002 and the economies of the U.S.' major trading partners show improvement, the rally in equities could continue in the coming year. In the near term, we expect the more cyclical stocks in the portfolio to outperform our more conservative holdings. As stocks become fully valued, we anticipate making use of opportunities to take profits and redirect assets toward stocks in undervalued areas of the market, such as healthcare and utilities.

Sincerely,

/s/Matthew B. Fahey

Matthew B. Fahey
Manager, Marshall Mid-Cap Value Fund

[Photo of Fahey]

* The LMCVFI and the S&P 400 are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective category indicated. The S&P 400 is a capitalization-weighted index of common stocks representing all major industries in the mid-range of the U.S. stock market. They do no reflect sales charges.

Marshall Mid-Cap Growth Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (10.39)%,** compared with (6.78)% for the Lipper Mid-Cap Growth Funds Index (LMCGFI) and 2.91% for the S&P 400.*

An Eventful Period

Subtle Changes to the Portfolio

In the current environment, we continue to make small adjustments to our holdings, but not wholesale changes. We have reduced our exposure to financial stocks from 15.9% of net assets to about 8.7%, with most of our sales based on stocks' reaching what we believe are full valuations. We raised our holdings in technology, largely through adding semiconductor stocks. Our technology weighting now stands at about 27.3% of assets, up from 17.5%.

Looking Ahead

Sincerely,

/s/Michael D. Groblewski

Michael D. Groblewski, CFA
Manager, Marshall Mid-Cap Growth Fund

[Photo of Groblewski]

Marshall Small-Cap Growth Fund

Fund Performance

Many Factors Affecting Performance

The Fund's performance was adversely affected during the reporting period by the events of September 11, as the Fund was overweighted in consumer cyclicals and technology. Both of these sectors performed poorly immediately after the attacks. Both consumer cyclicals and technology stocks rallied in late 2001, however, benefiting the Fund and accounting for much of the Fund's outperformance relative to the Lipper Small-Cap Growth Index over the reporting period.

Positioning for the Market Ahead

Sincerely,

/s/Sean A. McLeod

Sean A. McLeod, CFA
Manager, Marshall Small-Cap Growth Fund

[Photo of McLeod]

* Small-cap funds may experience a higher degree of market volatility than large-cap funds.

*** Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the reporting period, based on offering price (i.e. less any applicable sales charge) for six months, one-year, three-year and since inception were (8.85)%, (0.75)%, 5.40% and 1.51%, respectively.

Marshall International Stock Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (6.62)%,** compared with a total return of (8.33)% by the Morgan Stanley Capital International Europe, Australasia and Far East Index (EAFE) and (5.97)% for the Lipper International Funds Index (LIFI).***

Global Slowdown Worsens, Then Improves

Positioning Holds Reasonably Steady

Looking Ahead

Sincerely,

Daniel R. Jaworski, CFA
Manager, Marshall International Stock Fund

[Photo of Jaworski]

† These amounts included cash equivalents of 4.7% and 1.2%, respectively.

Marshall Government Income Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 3.05%,* compared with a total return of 3.25% for the Lipper U.S. Mortgage Funds Index (LUSMI) and a 3.67% total return by the Lehman Brothers Mortgage-Backed Securities Index(LMI).**

An End to the Fed's Easing Cycle

Mortgages Continue to Predominate

Positioning for the Market Ahead

Sincerely,

/s/Jason D. Weiner

Jason D. Weiner, CFA
Manager, Marshall Government Income Fund

[Photo of Weiner]

* Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the reporting period, based on offering price (i.e. less any applicable sales charge) for six months, one-year, three-year and since inception were (1.90)%, 1.72%, 4.36% and 4.08%, respectively.

** The LUSMI and the LMI are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total returns of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The LMI is an index comprised of fixed rate securities backed by mortgage pools of the Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corp. (FHLMC) and the Federal National Mortgage Association (FNMA). They do not reflect sales charges.

Marshall Intermediate Bond Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 1.07%,* compared with a total return of 2.32% for the Lipper Short/Intermediate Investment Grade Bond Funds Index (LSIBF) and 2.88% for the Lehman Brothers Intermediate Government/Corporate Bond Index (LGCI).**

The Fed's Easing Cycle Winds Down

Concerns Facing Corporate Bonds

Our Outlook

Sincerely,

/s/Jason D. Weiner

Jason D. Weiner, CFA
Manager, Marshall Intermediate Bond Fund

[Photo of Weiner]

* Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the reporting period, based on offering price (i.e. less any applicable sales charge) for six months, one year, three-year and since inception were (3.69)%, 0.30%, 4.08% and 3.67%, respectively.

Marshall Short-Term Income Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 0.73%,* versus a 1.71% total return for the Lipper Short-Term Investment Grade Bond Fund Index (LSTIBI) and a 3.05% total return for the Merrill Lynch 1-3 Year U.S. Government/Corporate Index (ML13).**

Short-Term Interest Rates Continued Their Decline

An Emphasis on Quality

With regard to our corporate exposure, we have been focusing on a very select group of high-grade issues that appear to be positioned well to weather concerns in that sector of the market.

Looking Ahead to Recovery

In recent months, a number of indicators have pointed to an improving economic environment, and it appears to us that the economy should build up additional steam over the next several months.

Sincerely,

/s/Richard M. Rokus

Richard M. Rokus, CFA
Manager, Marshall Short-Term Income Fund

[Photo of Rokus]

* Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Total returns for the reporting period, based on offering price (i.e. less any applicable sales charge) for six months, one year and since inception were (1.23)%, 2.50% and 5.03%, respectively.

† Fund holdings are guaranteed only as to the payment of principal and interest. Fund shares are not guaranteed and their value will fluctuate with market conditions.

Marshall Money Market Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of 1.03%.** This compares with a total return of 0.97% for the Money Fund Report Averages ^TM and 1.04% for the Lipper Money Market Funds Index.*** As of February 28, 2002, the Fund's 7-day net yield was 1.41%.†

Fed Moves Rates Downward--For a Time

Positioning for an Improving Economy

One-year paper also will continue to play a role in the portfolio. These securities still offer an attractive yield advantage and we will add it to the Fund as we find appropriate opportunities.

Sincerely,

/s/Richard M. Rokus

Richard M. Rokus, CFA
Manager, Marshall Money Market Fund

[Photo of Rokus]

** Past performance is no guarantee of future results. Yields will vary. Yields quoted for money market funds most closely reflect the fund's current earnings.

*** Money Fund Report ^TM , a service of iMoneyNet, Inc. (formerly IBC Financial Data) publishes annualized yields of hundreds of money market funds on a weekly basis, and through its Money Market Insight publication reports monthly and year-to-date investment results for the same money funds. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. They do not reflect sales charges.

Portfolio of Investments

Equity Income Fund

Shares			Description		Value
		Common Stocks -- 98.5%
		Consumer Discretionary -- 5.3%
			Advertising -- 0.4%
	52,400		Interpublic Group of Cos., Inc.	$	1,425,280
			Automobile Manufacturers -- 1.5%
	168,454		Ford Motor Co.		2,506,596
	62,500		(1)General Motors Corp.		3,311,250

			Total		5,817,846
			Department Stores -- 1.0%
	36,200		May Department Stores Co.		1,326,368
	52,000		Sears, Roebuck & Co.		2,734,160

			Total		4,060,528
			Hotels -- 0.5%
	39,000		(1)Carnival Corp.		1,064,310
	22,000		Starwood Hotels & Resorts Worldwide, Inc.		792,000

			Total		1,856,310
			Household Appliances -- 0.5%
	25,000		Whirlpool Corp.		1,877,500
			Housewares & Specialty -- 0.3%
	38,100		Newell Rubbermaid, Inc.		1,186,053
			Photographic Products -- 0.2%
	29,000		Eastman Kodak Co.		913,500
			Publishing & Printing -- 0.9%
	28,400		Gannett Co., Inc.		2,163,512
	19,300		McGraw-Hill Cos., Inc.		1,269,940

			Total		3,433,452

			Total Consumer Discretionary		20,570,469
		Consumer Staples -- 12.6%
			Brewers -- 0.9%
	45,000		Anheuser-Busch Cos., Inc.		2,288,250
	20,700		(1)Coors Adolph Co., Class B		1,252,557

			Total		3,540,807
			Food Distributors -- 0.2%
	30,000		SUPERVALU, Inc.		778,500
			Household Products -- 4.0%
	39,000		Clorox Co.		1,707,810
	21,600		Colgate-Palmolive Co.		1,209,168
	52,600		Kimberly-Clark Corp.		3,292,760
	109,200		Procter & Gamble Co.		9,259,068

			Total		15,468,806
			Packaged Foods -- 2.2%
	16,500		General Mills, Inc.		762,795
	50,000		Heinz (H.J.) Co.		2,038,500
	110,600		Sara Lee Corp.		2,313,752
	56,500		Unilever N.V., ADR		3,292,820

			Total		8,407,867
			Personal Products -- 0.5%
	63,000		Gillette Co.		2,153,970
			Soft Drinks -- 2.6%
	211,500		Coca-Cola Co.		10,022,985
			Tobacco -- 2.2%
	163,400		Philip Morris Cos., Inc.		8,604,644

			Total Consumer Staples		48,977,579
		Energy -- 11.6%
			Oil & Gas Equipment/Services -- 0.6%
	43,800		Schlumberger Ltd.		2,549,598
		Common Stocks (continued)
		Energy (continued)
			Oil & Gas Exploration/Production -- 0.3%
	27,000		Burlington Resources, Inc.	$	1,014,660
			Oil & Gas Integrated -- 10.7%
	22,000		Amerada-Hess Corp.		1,523,940
	87,834		Chevron Corp.		7,416,703
	473,552		Exxon Mobil Corp.		19,557,698
	49,700		Marathon Oil Corp.		1,366,750
	61,300		Occidental Petroleum Corp.		1,645,292
	45,000		Phillips Petroleum Co.		2,659,950
	147,300		Royal Dutch Petroleum Co., ADR		7,566,801

			Total		41,737,134

			Total Energy		45,301,392
		Financials -- 23.7%
			Banks -- 11.3%
	122,000		Bank of America Corp.		7,801,900
	59,300		Bank of New York Co., Inc.		2,232,052
	65,800		Bank One Corp.		2,358,272
	24,000		BB&T Corp.		888,240
	26,000		Comerica, Inc.		1,556,100
	22,000		Fifth Third Bancorp		1,402,720
	107,120		Fleet Boston Financial Corp.		3,575,666
	65,000		Huntington Bancshares, Inc.		1,199,250
	37,000		Mellon Financial Corp.		1,332,000
	74,000		National City Corp.		2,110,480
	13,500		PNC Financial Services Group, Inc.		741,690
	46,000		Regions Financial Corp.		1,495,000
	33,600		SunTrust Banks, Inc.		2,109,744
	135,400		(1)U.S. Bancorp		2,823,090
	79,800		Wachovia Corp.		2,651,754
	89,400		Washington Mutual, Inc.		2,908,182
	131,000		(1)Wells Fargo & Co.		6,143,900
	15,000		Zions Bancorporation		792,750

			Total		44,122,790
			Consumer Finance -- 0.4%
	27,500		Household International, Inc.		1,416,250
			Diversified Financial Services -- 8.8%
	378,538		Citigroup, Inc.		17,128,844
	77,600		Fannie Mae		6,072,200
	146,150		J.P. Morgan & Co., Inc.		4,274,888
	39,800		Merrill Lynch & Co., Inc.		1,908,410
	101,500		Morgan Stanley Dean Witter & Co.		4,985,680

			Total		34,370,022
			Insurance-Brokers -- 1.0%
	34,500		AON Corp.		1,194,735
	24,500		Marsh & McLennan Cos., Inc.		2,585,975

			Total		3,780,710
			Insurance-Life/Health -- 1.0%
	40,000		Lincoln National Corp.		2,048,400
	59,700		UNUM Provident Corp.		1,690,704

			Total		3,739,104
			Insurance-Multi-line -- 0.2%
	10,500		(1)Hartford Financial Services Group, Inc.		703,500
			Insurance-Property/Casualty -- 0.6%
	67,600		Allstate Corp.		2,367,352
		Common Stocks (continued)
		Financials (continued)
			Real Estate Investment Trust -- 0.4%
	52,000		Equity Office Properties Trust	$	1,492,400

			Total Financials		91,992,128
		Healthcare -- 15.5%
			Healthcare-Equipment -- 0.2%
	13,500		Bard (C.R.), Inc.		734,400
			Healthcare-Managed Care -- 0.6%
	25,000		CIGNA Corp.		2,242,500
			Pharmaceuticals -- 14.7%
	96,250		Abbott Laboratories		5,442,937
	77,700		American Home Products Corp.		4,937,835
	164,600		Bristol-Myers Squibb Co.		7,736,200
	203,000		Johnson & Johnson		12,362,700
	97,950		Lilly (Eli) & Co.		7,417,753
	182,200		(1)Merck & Co., Inc.		11,174,326
	81,300		Pharmacia Corp.		3,337,365
	144,000		Schering-Plough Corp.		4,966,560

			Total		57,375,676

			Total Healthcare		60,352,576
		Industrials -- 14.0%
			Aerospace/Defense -- 3.1%
	68,500		Boeing Co.		3,148,260
	13,500		General Dynamics Corp.		1,226,880
	47,700		Goodrich Corp.		1,423,845
	68,200		Honeywell International, Inc.		2,599,784
	54,900		Rockwell Collins		1,276,425
	30,600		United Technologies Corp.		2,232,270

			Total		11,907,464
			Building Products -- 0.2%
	28,200		Masco Corp.		791,574
			Commercial Printing -- 0.3%
	40,000		Donnelley (R.R.) & Sons Co.		1,144,400
			Construction & Engineering Services -- 0.4%
	42,500		Fluor Corp.		1,611,175
			Electrical Components -- 1.1%
	19,000		Cooper Industries, Inc.		671,650
	47,000		Emerson Electric Co.		2,706,730
	40,000		Rockwell International Corp.		790,000

			Total		4,168,380
			Industrial Conglomerates -- 5.9%
	476,000		General Electric Co.		18,326,000
	32,000		(1)Minnesota Mining & Manufacturing Co.		3,773,760
	16,300		Textron, Inc.		774,739

			Total		22,874,499
			Machinery Construction/Farm -- 0.2%
	13,000		Caterpillar, Inc.		721,630
			Machinery Industrial -- 1.1%
	17,000		Dover Corp.		672,690
	10,500		Illinois Tool Works, Inc.		772,380
	38,000		(1)Ingersoll-Rand Co.		1,900,000
	14,000		ITT Industries, Inc.		826,000

			Total		4,171,070
		Common Stocks (continued)
		Industrials (continued)
			Railroads -- 0.6%
	39,800		Burlington Northern Santa Fe	$	1,154,996
	22,000		(1)Union Pacific Corp.		1,334,740

			Total		2,489,736
			Services-Div./Commercial -- 0.2%
	19,000		Deluxe Corp.		900,600
			Services-Office/Supplies -- 0.7%
	25,000		Avery Dennison Corp.		1,600,000
	30,000		Pitney Bowes, Inc.		1,251,600

			Total		2,851,600
			Trucking -- 0.2%
	28,000		Ryder Systems, Inc.		786,800

			Total Industrials		54,418,928
		Information Technology -- 0.6%
			Computer Hardware -- 0.6%
	120,800		Hewlett-Packard Co.		2,430,496
		Materials -- 4.0%
			Aluminum -- 0.9%
	98,000		(1)Alcoa, Inc.		3,681,860
			Chemicals Diversified -- 1.7%
	52,608		Dow Chemical Co.		1,645,578
	88,500		Du Pont (E.I.) de Nemours & Co.		4,145,340
	20,100		Eastman Chemical Co.		884,400

			Total		6,675,318
			Forrest Products -- 0.4%
	28,000		(1)Weyerhaeuser Co.		1,730,960
			Industrial Gases -- 0.5%
	30,000		Praxair, Inc.		1,737,000
			Paper Products -- 0.5%
	47,000		Georgia-Pacific Corp.		1,205,550
	16,500		International Paper Co.		721,875

			Total		1,927,425

			Total Materials		15,752,563
		Telecommunications Services -- 6.9%
			Integrated Telecommunication Services -- 6.9%
	36,500		Alltel Corp.		2,031,225
	109,000		(1)BellSouth Corp.		4,224,840
	270,432		SBC Communications, Inc.		10,233,147
	221,690		Verizon Communications, Inc.		10,375,092

			Total Telecommunications Services		26,864,304
		Utilities -- 4.3%
			Electric Utilities -- 3.1%
	44,000		Cinergy Corp.		1,399,200
	96,000		(1)Duke Energy Corp.		3,388,800
	31,500		Exelon Corp.		1,552,320
	28,000		FPL Group, Inc.		1,487,080
	40,000		PPL Corp.		1,304,400
	66,000		Reliant Energy, Inc.		1,372,800
	30,000		(1)TXU Corp.		1,526,100

			Total		12,030,700
			Gas Utilities -- 1.2%
	67,700		El Paso Corp.		2,645,716
	42,000		KeySpan Corp.		1,346,100
	19,000		NICOR, Inc.		795,150

			Total		4,786,966
Shares or Principal Amount			Description		Value
		Common Stocks (continued)
		Utilities (continued)
			Multi-Utilities -- 0.0%
	6,700		(1)Williams Cos., Inc. (The)	$	103,515

			Total Utilities		16,921,181

		Total Common Stocks (identified cost $312,948,079)			383,581,616
		(2)U.S. Treasury -- 0.1%
$	500,000		4/11/2002 (identified cost $499,072)		499,180

		Total Investments in Securities (identified cost $313,447,151)			384,080,796
		(3)Repurchase Agreement -- 1.5%
	5,995,659		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		5,995,659

		Total Investments (identified cost $319,442,810)		$	390,076,455

Large-Cap Growth & Income Fund

Shares			Description		Value
		Common Stocks -- 90.1%
		Consumer Discretionary -- 9.0%
			Broadcasting -- 0.9%
	66,630		(4)Clear Channel Communications, Inc.	$	3,106,291
			Entertainment -- 2.3%
	211,350		(4)AOL Time Warner, Inc.		5,241,480
	144,116		(1)Disney(Walt) Co.		3,314,668

			Total		8,556,148
			Retail -- 5.8%
	131,640		(1)Home Depot, Inc.		6,582,000
	142,600		Lowe's Cos., Inc.		6,452,650
	128,230		Wal-Mart Stores, Inc.		7,951,542

			Total		20,986,192

			Total Consumer Discretionary		32,648,631
		Consumer Staples -- 8.8%
			Beverages & Foods -- 1.9%
	144,814		Coca-Cola Co.		6,862,735
			Household Products -- 1.8%
	77,530		(1)The Procter & Gamble Co.		6,573,769
			Personal Care -- 1.3%
	149,220		(1)The Estee Lauder Cos., Inc., Class A		4,655,664
			Tobacco -- 3.8%
	258,650		Philip Morris Cos., Inc.		13,620,509

			Total Consumer Staples		31,712,677
		Energy -- 6.4%
			Oil & Gas-Integrated -- 6.4%
	66,725		ChevronTexaco Corp.		5,634,259
	300,642		Exxon Mobil Corp.		12,416,515
	95,870		Royal Dutch Petroleum Co., ADR		4,924,842

			Total Energy		22,975,616
		Common Stocks (continued)
		Financials -- 12.2%
			Banks -- 3.0%
	116,740		Bank of New York Co., Inc.	$	4,394,094
	138,580		Wells Fargo & Co.		6,499,402

			Total		10,893,496
			Diverse Financial Services -- 5.7%
	148,760		American Express Co.		5,422,302
	202,823		Citigroup, Inc.		9,177,741
	90,990		Federal Home Loan Mortgage Corp.		5,799,703

			Total		20,399,746
			Insurance -- 3.5%
	91,024		American International Group, Inc.		6,733,045
	87,320		MGIC Investment Corp.		5,860,918

			Total		12,593,963

			Total Financials		43,887,205
		Healthcare -- 18.4%
			Pharmaceuticals & Healthcare -- 18.4%
	126,100		Abbott Laboratories		7,130,955
	96,340		American Home Products Corp.		6,122,407
	88,670		(1)(4)Amgen, Inc.		5,141,087
	121,850		Cardinal Health, Inc.		8,053,066
	316,220		(1)HCA, Inc.		12,879,641
	82,770		Johnson & Johnson		5,040,693
	51,370		Merck & Co., Inc.		3,150,522
	235,110		Pfizer, Inc.		9,630,106
	138,470		Pharmacia Corp.		5,684,193
	105,020		Schering Plough Corp.		3,622,140

			Total Healthcare		66,454,810
		Industrials -- 10.5%
			Aerospace & Defense -- 1.6%
	152,610		(1)Honeywell International, Inc.		5,817,493
			Airlines -- 1.1%
	157,960		(4)AMR Corp.		4,122,756
			Electrical Equipment -- 2.2%
	269,040		Tyco International Ltd.		7,829,064
			Industrial Conglomerates -- 5.6%
	467,140		General Electric Co.		17,984,890
	16,700		Minnesota Mining & Manufacturing Co.		1,969,431

			Total		19,954,321

			Total Industrials		37,723,634
		Information Technology -- 21.3%
			Computers -- 3.2%
	75,940		International Business Machines Corp.		7,451,233
	44,380		(4)Lexmark International, Inc., Class A		2,206,130
	241,600		(4)Sun Microsystems, Inc.		2,056,016

			Total		11,713,379
			Computer Services -- 8.5%
	365,950		(1)(4)BMC Software, Inc.		5,873,497
	134,600		(1)Electronic Data Systems Corp.		7,945,438
	266,870		(4)Microsoft Corp.		15,569,196
	33,040		(4)Veritas Software Corp.		1,172,590

			Total		30,560,721
Shares or Principal Amount			Description		Value
		Common Stocks (continued)
		Information Technology (continued)
			Semiconductors -- 9.1%
	220,600		(4)Agere Systems, Inc., Class A	$	882,400
	148,600		(4)Applied Materials, Inc.		6,459,642
	243,470		(1)(4)Applied Micro Circuits Corp.		1,872,284
	245,100		Intel Corp.		6,997,605
	137,780		Micron Technology, Inc.		4,429,627
	198,090		(4)National Semiconductor Corp.		4,981,963
	182,870		(1)Texas Instruments, Inc.		5,367,234
	243,700		(4)Vitesse Semiconductor Corp.		1,710,774

			Total		32,701,529
			Telecommunications -- 0.5%
	301,760		(1)(4)Lucent Technologies, Inc.		1,686,838

			Total Information Technology		76,662,467
		Telecommunication Services -- 3.5%
			Telecommunications -- 3.5%
	238,750		AT&T Corp.		3,710,175
	79,040		BellSouth Corp.		3,063,590
	159,240		SBC Communications, Inc.		6,025,642

			Total Telecommunication Services		12,799,407

		Total Common Stocks (identified cost $251,894,437)			324,864,447
		Corporate Bonds -- 2.1%
			Retail -- 2.1%
$	11,760,000		Kohl's Corp., Sub. Note, Zero Coupon, 6/12/2020 (identified cost $7,598,234)		7,541,100
		(2)U.S. Treasury Bill -- 0.3%
	1,250,000		4/11/2002 (identified cost $1,247,679)		1,247,950

		Total Investments in Securities (identified cost $260,740,350)			333,653,497
		(3)Repurchase Agreement -- 11.7%
	42,082,900		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		42,082,900

		Total Investments (identified cost $302,823,250)		$	375,736,397

Mid-Cap Value Fund

Shares		Description		Value
	Common Stocks -- 89.1%
	Consumer Discretionary -- 8.4%
		Automotive -- 1.0%
25,000		Johnson Controls, Inc.	$	2,219,000
		Broadcasting -- 2.0%
200,000		(1)(4)Adelphia Communications Corp., Class A		4,390,000
	Common Stocks (continued)
	Consumer Discretionary (continued)
		Housewares & Specialties -- 2.2%
160,000		Newell Rubbermaid, Inc.	$	4,980,800
		Manufacturing -- 1.8%
205,000		Mattel, Inc.		3,884,750
		Retail -- 1.4%
85,000		Ross Stores, Inc.		3,065,100

		Total Consumer Discretionary		18,539,650
	Consumer Staples -- 6.1%
		Beverages & Foods -- 6.1%
175,000		(1)(4)Kroger Co., Inc.		3,876,250
166,200		(1)(4)Ralcorp Holdings, Inc.		4,354,440
200,000		(1)SUPERVALU, Inc.		5,190,000

		Total Consumer Staples		13,420,690
	Energy -- 5.2%
		Oil & Gas Products -- 5.2%
115,000		Burlington Resources, Inc.		4,321,700
88,000		Noble Affiliates, Inc.		3,185,600
110,000		(4)Noble Drilling Corp.		3,875,300

		Total Energy		11,382,600
	Financials -- 8.0%
		Banks -- 1.3%
81,500		(1)Associated Banc Corp.		2,987,790
		Insurance -- 6.7%
83,000		ACE Ltd.		3,643,700
70,000		Jefferson-Pilot Corp.		3,539,900
51,000		MGIC Investment Corp.		3,423,120
120,000		SAFECO Corp.		4,074,000

		Total		14,680,720

		Total Financials		17,668,510
	Healthcare -- 6.2%
		Equipment -- 2.6%
145,000		(4)Boston Scientific Corp.		3,242,200
60,000		Guidant Corp.		2,490,000

		Total		5,732,200
		Pharmaceuticals & Healthcare -- 3.6%
235,200		(4)Manor Care, Inc.		4,410,000
115,000		(1)(4)Renal Care Group, Inc.		3,530,500

		Total		7,940,500

		Total Healthcare		13,672,700
	Industrials -- 20.0%
		Aerospace & Defense -- 1.8%
36,580		(1)Northrop Grumman, Corp.		3,915,523
		Electrical Components -- 1.8%
200,000		Rockwell Automation, Inc.		3,950,000
		Manufacturing -- 2.2%
37,500		SPX Corp.		4,744,125
		Rail Road -- 1.7%
100,000		CSX Corp.		3,774,000
		Services -- 11.4%
60,000		(4)ARAMARK Corp., Class B		1,536,000
110,000		(4)Global Payments, Inc.		3,362,700
45,000		H&R Block, Inc.		2,270,250
110,000		(1)Manpower, Inc.		3,688,300
220,000		(4)Republic Services, Inc.		3,949,000
391,500		(1)(4)Spherion Corp.		3,640,950
130,000		Viad Corp.		3,237,000
150,000		(1)(4)Watson Wyatt & Company Holdings		3,637,500

		Total		25,321,700
	Common Stocks (continued)
	Industrials (continued)
		Transportation -- 1.1%
30,000		(1)(4)Landstar System, Inc.	$	2,468,400

		Total Industrials		44,173,748
	Information Technology -- 17.2%
		Computer Hardware -- 0.8%
385,000		(4)Gateway, Inc.		1,771,000
		Computer Services -- 6.1%
175,000		(1)(4)American Management System, Inc.		3,244,500
225,000		(4)BMC Software, Inc.		3,611,250
70,000		(4)Computer Sciences Corp.		3,325,700
210,100		(4)Keane, Inc.		3,361,600

		Total		13,543,050
		Electrical Equipment -- 2.0%
140,000		Hubbell, Inc., Class B		4,478,600
		Paper & Related Products -- 2.0%
225,000		(4)Electronics for Imaging, Inc.		4,365,000
		Semiconductors -- 1.5%
100,000		(1)(4)Teradyne, Inc.		3,351,000
		Services -- 3.8%
375,000		IKON Office Solutions, Inc.		5,025,000
192,200		(4)KPMG Consulting, Inc.		3,369,266

		Total		8,394,266
		Telecommunications -- 1.0%
127,300		(4)CommScope, Inc.		2,100,450

		Total Information Technology		38,003,366
	Materials -- 11.1%
		Building Materials -- 1.6%
86,000		Martin Marietta Materials, Inc.		3,590,500
		Chemicals -- 1.4%
113,700		H.B. Fuller Co.		3,033,516
		Metals -- 3.3%
176,900		Fording, Inc.		3,182,431
70,000		Nucor Corp.		3,955,000

		Total		7,137,431
		Paper & Related Products -- 4.8%
79,500		Bowater, Inc.		4,098,225
165,000		(4)Packaging Corp. of America		3,164,700
60,000		Temple-Inland, Inc.		3,341,400

		Total		10,604,325

		Total Materials		24,365,772
	Telecommunication Services -- 5.8%
		Telecommunications -- 5.8%
65,000		ALLTEL Corp.		3,617,250
350,000		Citizens Communications Co., Class B		3,188,500
47,500		Telephone and Data System, Inc.		4,139,625
270,000		WorldCom, Inc. - MCI Group		1,860,300

		Total Telecommunication Services		12,805,675
	Utilities -- 1.1%
		Electric Utilities -- 1.1%
78,000		Cinergy Corp.		2,480,400

		Total Common Stocks (identified cost $163,741,374)		196,513,111
Principal Amount		Description		Value
	(3)Repurchase Agreement -- 12.0%
$26,416,620		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)	$	26,416,620

		Total Investments (identified cost $190,157,994)	$	222,929,731

Mid-Cap Growth Fund

Shares			Description		Value
		Common Stocks -- 87.5%
		Consumer Discretionary -- 15.6%
			Broadcasting -- 8.2%
	500,000		(4)Adelphia Communications Corp., Class A	$	10,975,000
	200,000		(4)Cox Radio, Inc., Class A		5,038,000
	75,000		(4)Insight Communications Co., Inc.		1,575,000
	350,000		(4)Liberty Media Corp., Class A		4,480,000
	75,000		(4)USA Networks, Inc.		2,217,000

			Total		24,285,000
			Leisure & Recreation -- 4.5%
	300,000		(4)Bally Total Fitness Holding Corp.		5,085,000
	545,000		(1)(4)Six Flags, Inc.		8,038,750

			Total		13,123,750
			Retail -- 2.9%
	100,000		(4)BJ's Wholesale Club, Inc.		4,115,000
	225,000		(4)Staples, Inc.		4,425,750

			Total		8,540,750

			Total Consumer Discretionary		45,949,500
		Consumer Staples -- 8.3%
			Food-Wholesale Distribution -- 1.3%
	100,000		(1)(4)Performance Food Group Co.		3,729,000
			Retail -- 3.5%
	525,000		(1)(4)PetsMart, Inc.		5,612,250
	160,000		(4)Stage Stores, Inc.		4,784,000

			Total		10,396,250
			Services -- 3.5%
	150,000		(4)Concord EFS, Inc.		4,504,500
	205,000		(1)(4)TMP Worldwide, Inc.		5,723,600

			Total		10,228,100

			Total Consumer Staples		24,353,350
		Energy -- 5.4%
			Oil & Gas Products -- 5.4%
	140,000		(4)Nabors Industries, Inc.		4,965,800
	110,000		Noble Affiliates, Inc.		3,982,000
	220,000		Ocean Energy, Inc.		4,015,000
	235,000		(4)Pride International, Inc.		3,026,800

			Total Energy		15,989,600
		Financials -- 8.7%
			Insurance -- 8.7%
	80,000		Ambac Financial Group, Inc.		4,964,000
	135,000		Lincoln National Corp.		6,913,350
		Common Stocks (continued)
		Financials (continued)
			Insurance (continued)
	150,000		Old Republic International Corp.	$	4,794,000
	160,000		(1)PartnerRe Ltd.		9,056,000

			Total Financials		25,727,350
		Healthcare -- 20.3%
			Medical Supplies -- 3.6%
	55,000		Allergan, Inc.		3,566,200
	200,000		(4)Covance, Inc.		3,550,000
	75,000		(1)(4)Invitrogen Corp.		3,423,000

			Total		10,539,200
			Pharmaceuticals & Healthcare -- 16.7%
	50,000		(1)(4)Accredo Health, Inc.		2,582,500
	65,000		(4)AdvancePCS		2,074,800
	100,000		(4)AmerisourceBergen Corp.		6,770,000
	200,000		(4)BioMarin Pharmaceutical, Inc.		2,004,000
	125,000		(4)Charles River Laboratories International, Inc.		3,707,500
	50,000		(4)Gilead Sciences, Inc.		3,523,000
	55,000		(1)(4)IDEC Pharmaceuticals Corp.		3,455,100
	85,000		(4)InterMune, Inc.		3,086,350
	175,000		(4)King Pharmaceuticals, Inc.		5,435,500
	140,000		(1)(4)Priority Healthcare Corp., Class B		3,465,000
	100,000		(1)(4)Quest Diagnostic, Inc.		7,091,000
	100,000		(4)Taro Pharmaceutical Industries Ltd.		3,011,000
	75,000		(4)Universal Health Services, Inc., Class B		2,886,750

			Total		49,092,500

			Total Healthcare		59,631,700
		Industrials -- 1.9%
			Electrical Equipment -- 1.9%
	45,000		SPX Corp.		5,692,950
		Information Technology -- 27.3%
			Computer Services -- 5.2%
	100,000		(4)Affiliated Computer Services, Inc., Class A		4,891,000
	125,000		(1)(4)Bisys Group, Inc.		3,935,000
	75,000		(4)Intuit, Inc.		2,841,750
	125,000		(1)(4)Manhattan Associates, Inc.		3,756,250

			Total		15,424,000
			Electrical Equipment -- 7.2%
	245,000		(4)Flextronics International Ltd.		3,513,300
	275,000		(4)Intersil Corp., Class A		7,628,500
	220,000		(1)Molex, Inc.		6,512,000
	150,000		PerkinElmer, Inc.		3,450,000

			Total		21,103,800
			Product Security -- 0.8%
	100,000		(4)VeriSign, Inc.		2,373,000
			Semiconductors -- 6.4%
	66,500		(1)(4)Anadigics, Inc.		629,755
	175,000		(1)(4)ATMI, Inc.		4,483,500
Shares or Principal Amount			Description		Value
		Common Stocks (continued)
		Information Technology (continued)
			Semiconductors (continued)
	130,000		(1)(4)Chartered Semiconductor Manufacturing Ltd., ADR	$	2,922,400
	500,000		(4)Conexant Systems, Inc.		5,120,000
	280,000		(4)Entegris, Inc.		2,889,600
	175,000		(1)(4)LSI Logic Corp.		2,623,250

			Total		18,668,505
			Software -- 5.6%
	150,000		(4)JDA Software Group, Inc.		3,967,500
	150,000		(4)PeopleSoft, Inc.		4,360,500
	150,000		(1)(4)Stellent, Inc.		2,248,500
	250,000		(4)Vastera, Inc.		3,277,500
	225,000		(1)(4)Wind River Systems, Inc.		2,607,750

			Total		16,461,750
			Telecommunications -- 2.1%
	800,000		(4)ADC Telecommunications, Inc.		2,880,000
	150,000		(1)Scientific-Atlanta, Inc.		3,355,500

			Total		6,235,500

			Total Information Technology		80,266,555

		Total Common Stocks (identified cost $273,057,158)			257,611,005
		(2)U.S. Treasury Bill -- 0.5%
$	1,500,000		4/11/2002 (identified cost $1,497,215)		1,497,540

		Total Investments in Securities (identified cost $274,554,373)			259,108,545
		(3)Repurchase Agreements -- 13.2%
	38,828,537		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		38,828,537

		Total Investments (identified cost $313,382,910)		$	297,937,082

Small-Cap Growth Fund

Shares			Description		Value
		Common Stocks -- 96.5%
		Consumer Discretionary -- 29.5%
			Broadcasting -- 6.9%
	100,000		(1)(4) Adelphia Communications Corp., Class A	$	2,195,000
	100,000		(1)(4) Cablevision Systems Corp.-Rainbow Media Group		2,530,000
	89,000		(4)Spanish Broadcasting System, Inc., Class A		1,107,160
	100,000		(4)Value Vision International, Inc., Class A		1,850,000

			Total		7,682,160
			Leisure & Recreation -- 17.9%
	60,000		(4)Bally Total Fitness Holding Corp.		1,017,000
	650,000		(1)(4)BAM! Entertainment, Inc.		3,783,000
	250,000		(4)Hollywood Casino Corp., Class A		3,557,500
		Common Stocks (continued)
		Consumer Discretionary (continued)
			Leisure & Recreation (continued)
	200,000		Intrawest Corp.	$	3,184,000
	300,000		(1)(4)Midway Games, Inc.		3,513,000
	130,000		(1)(4)Orient-Express Hotels Ltd., Class A		2,220,400
	200,000		Pinnacle Entertainment, Inc.		1,310,000
	55,000		(4)Sun International Hotels Ltd.		1,370,050

			Total		19,954,950
			Retail -- 4.7%
	65,000		(1)(4)Abercrombie & Fitch Co., Class A		1,731,600
	45,000		(1)(4)BJ's Wholesale Club, Inc.		1,851,750
	130,000		(1)(4)Galyan's Trading Co.		1,609,400

			Total		5,192,750

			Total Consumer Discretionary		32,829,860
			Consumer Staples -- 1.8%
			Movies & Entertainment -- 1.8%
	185,000		(4)Alliance Atlantis Communications Inc., Class B		1,985,050
		Energy -- 7.1%
			Domestic & International Oil -- 4.0%
	50,000		(1)Frontline Ltd.		560,000
	100,000		(4)Horizon Offshore, Inc.		780,000
	136,000		(1)(4)Lone Star Technologies, Inc.		2,212,720
	41,700		(4)National-Oilwell, Inc.		871,947

			Total		4,424,667
			Oil & Gas Products -- 3.1%
	50,000		Noble Affiliates, Inc.		1,810,000
	40,000		(1)(4)Patterson-UTI Energy, Inc.		978,800
	100,000		(4)Ultra Petroleum Corp.		655,000

			Total		3,443,800

			Total Energy		7,868,467
		Financials -- 9.6%
			Banks -- 6.2%
	110,000		(1)Cullen Frost Bankers, Inc.		3,789,500
	60,000		(4)Southwest Bancorporation of Texas, Inc.		1,845,000
	40,000		UCBH Holdings, Inc.		1,331,600

			Total		6,966,100
			Insurance -- 3.4%
	55,000		Gallagher (Arthur J.) & Co.		1,917,300
	40,000		Radian Group, Inc.		1,866,800

			Total		3,784,100

			Total Financials		10,750,200
		Healthcare -- 19.9%
			Medical Supplies -- 9.0%
	125,000		(1)(4)Cell Genesys, Inc.		1,882,500
	35,000		(4)Cephalon, Inc.		2,040,500
	115,000		(4)Covance, Inc.		2,041,250
	100,000		(1)(4)Cryolife, Inc.		2,500,000
	35,000		(4)Invitrogen Corp.		1,597,400

			Total		10,061,650
			Pharmaceuticals & Healthcare -- 10.9%
	115,000		(4)BioMarin Pharmaceutical, Inc.		1,152,300
Shares or Principal Amount			Description		Value
		Common Stocks (continued)
		Healthcare (continued)
			Pharmaceuticals & Healthcare (continued)
	25,000		(1)(4)CV Therapeutics, Inc.	$	966,075
	60,000		(4)Charles River Laboratories International, Inc.		1,779,600
	90,000		(1)(4)Community Health Systems, Inc.		2,007,000
	55,000		(4)InterMune, Inc.		1,997,050
	70,000		(4)Priority Healthcare Corp., Class B		1,732,500
	80,000		(4)Triad Hospitals, Inc.		2,448,000

			Total		12,082,525

			Total Healthcare		22,144,175
		Industrials -- 1.5%
			Services -- 1.5%
	65,000		(1)(4)Resources Connection, Inc.		1,725,100
		Information Technology -- 27.1%
			Computer Services -- 1.4%
	120,000		(1)(4)SonicWALL, Inc.		1,552,800
			Electrical Equipment -- 5.3%
	142,500		(4)Microtune, Inc.		1,625,925
	230,000		(1)(4)Pemstar, Inc.		2,116,000
	650,000		(4)TranSwitch Corp.		1,865,500
	705,300		(1)(4)Viasystems Group, Inc.		260,961

			Total		5,868,386
			Semiconductor -- 10.7%
	140,000		(4)Aeroflex, Inc.		1,379,000
	89,000		(1)(4)Amkor Technology, Inc.		1,235,320
	120,000		(4)Integrated Circuit Systems, Inc.		2,221,200
	45,000		(4)MKS Instruments, Inc.		1,208,700
	140,000		(4)Oak Technology, Inc.		1,967,000
	430,000		(1)(4)Triquint Semiconductor, Inc.		3,891,500

			Total		11,902,720
			Software -- 8.0%
	150,000		(4)Ascential Software Corp.		585,000
	120,000		(1)(4)Aspect Communications Corp.		378,000
	100,000		(1)(4)HNC Software, Inc.		1,408,000
	135,000		(1)(4)Take-Two Interactive Software, Inc.		2,515,050
	1,450,000		(4)Vignette Corp.		4,060,000

			Total		8,946,050
			Telecommunication Equipment -- 1.7%
	1,150,000		(4)Oplink Communications		1,909,000

			Total Information Technology		30,178,956

		Total Common Stocks (identified cost $106,892,990)			107,481,808
		U.S. Treasury Bill -- 0.5%
$	600,000		4/11/2002 (identified cost $598,886)		599,016

		Total Investments in Securities (identified cost $107,491,876)			108,080,824
		(3)Repurchase Agreement -- 3.7%
	4,076,636		Lehman Brothers, Inc., 1.87%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		4,076,636

		Total Investments (identified cost $111,568,512)		$	112,157,460

International Stock Fund

Shares			Description		Value
		Common Stocks -- 95.4%
		Australia -- 1.1%
			Banks -- 0.6%
	110,400		National Australia Bank Ltd., Melbourne	$	2,042,581
			Construction Materials -- 0.2%
	164,100		Brambles Industries Ltd.		771,967
			Insurance -- 0.3%
	92,100		AMP Ltd.		893,660

			Total Australia		3,708,208
		Belgium -- 1.5%
			Banks -- 1.5%
	320,000		Dexia		4,804,705
		Bermuda -- 1.1%
			IT Consulting & Services -- 1.1%
	140,500		(4)Accenture Ltd.		3,679,695
		Brazil -- 2.1%
			Banks -- 0.5%
	65,400		Unibanco-Uniao de Bancos Brasileiros SA, GDR		1,582,680
			Metals & Mining -- 0.9%
	117,550		Companhia Vale Do Rio Doce, ADR		2,991,647
			Oil & Gas Integrated -- 0.7%
	92,600		Petroleo Brasileiro SA, ADR		2,268,700

			Total Brazil		6,843,027
		Canada -- 2.0%
			Banks -- 1.0%
	96,400		Royal Bank of Canada, Montreal		3,045,759
			Financial Services -- 0.4%
	52,800		Manulife Financial Corp.		1,365,234
			Metal-Aluminum -- 0.6%
	49,600		Alcan, Inc.		2,010,784

			Total Canada		6,421,777
		Finland -- 1.2%
			IT Consulting & Services -- 0.3%
	33,700		TietoEnator OYJ		857,916
			Telecommunications -- 0.9%
	150,100		Nokia Oyj, Class A, ADR		3,117,577

			Total Finland		3,975,493
		France -- 8.3%
			Automotive -- 0.5%
	38,600		Peugeot SA		1,681,214
			Banks -- 0.9%
	60,200		BNP Paribas SA		2,921,728
			Construction Equipment -- 0.7%
	18,500		Technip		2,329,184
			Construction Materials -- 0.5%
	18,110		Lafarge SA		1,560,304
			Domestic & International Oil -- 1.8%
	39,400		Total Fina SA, Class B		5,796,385
			Healthcare -- 1.0%
	46,100		Aventis SA		3,422,967
			Leisure & Recreation -- 0.0%
	1,200		Societe Television Francaise 1		27,972
			Media -- 0.4%
	30,400		Vivendi Universal SA		1,181,392
			Metals & Mining -- 0.8%
	53,700		Pechiney SA, Class A		2,766,680
		Common Stocks (continued)
		France (continued)
			Pharmaceuticals & Healthcare -- 0.5%
	23,600		Sanofi Synthelabo SA	$	1,551,034
			Water Treatment -- 1.2%
	56,600		Suez SA		1,578,120
	72,000		(1)(4)Vivendi Environment		2,275,585
	48,300		(1)Vivendi Environment, Warrants		16,729

			Total		3,870,434

			Total France		27,109,294
		Germany -- 5.0%
			Automotive -- 1.3%
	111,300		Bayerische Motoren Werke AG		4,105,560
			Drugs -- 0.8%
	45,000		Schering AG		2,691,347
			Healthcare -- 0.6%
	38,762		Fresenius Medical Care AG		2,005,785
			Household Product/Wares -- 0.6%
	29,000		Adidas-Salomon AG		1,881,825
			Insurance -- 1.4%
	9,760		Allianz AG		2,197,054
	10,390		Muenchener Rueckversicherungs-Gesellschaft AG		2,537,069

			Total		4,734,123
			Oil & Gas Products -- 0.3%
	18,800		E.On AG		924,154

			Total Germany		16,342,794
		Hong Kong -- 1.5%
			Telecommunications -- 1.5%
	1,059,000		(4)China Mobile (Hong Kong) Ltd.		3,055,101
	126,600		(4)China Mobile (Hong Kong) Ltd., ADR		1,825,572

			Total Hong Kong		4,880,673
		Ireland -- 2.4%
			Banks -- 1.4%
	474,100		Bank of Ireland		4,659,437
			Construction Materials -- 1.0%
	191,400		CRH PLC		3,198,651

			Total Ireland		7,858,088
		Israel -- 0.3%
			Computers Services -- 0.3%
	33,500		(4)Check Point Software Technologies Ltd.		935,320
		Italy -- 4.8%
			Insurance -- 1.5%
	112,100		Assicurazioni Generali		2,779,039
	188,000		Riunione Adriatica di Sicurta SpA		2,197,654

			Total		4,976,693
			Media -- 1.1%
	434,600		Mediaset SpA		3,511,066
			Oil & Gas Products -- 1.2%
	270,700		(1)ENI SpA		3,712,881
			Telecommunications -- 1.0%
	639,800		Telecom Italia SpA		3,324,016

			Total Italy		15,524,656
		Japan -- 10.7%
			Air Freight & Couriers -- 0.7%
	144,000		Yamato Transport		2,272,921
			Automotive -- 2.3%
	42,900		Honda Motor Co., Ltd.		1,712,862
	902,000		(1)Nissan Motor Co., Ltd.		5,876,682

			Total		7,589,544
		Common Stocks (continued)
		Japan (continued)
			Broadcasting & Cable TV -- 0.4%
	1,612		(4)Sky Perfect Communications, Inc.	$	1,359,424
			Chemical -- 0.5%
	41,000		Takeda Chemical Industries, Ltd.		1,661,480
			Construction & Engineering -- 0.7%
	329,000		JGC Corp.		2,217,150
			Financial Services -- 0.8%
	234,000		(1)Daiwa Securities Co., Ltd.		1,416,277
	99,000		Nomura Securities Co., Ltd.		1,130,415

			Total		2,546,692
			Household Products -- 0.7%
	125,000		Kao Corp.		2,346,170
			Leisure & Recreation -- 1.3%
	5,300		Nintendo Corp. Ltd.		780,790
	209,700		(1)(4)Sega Enterprises		3,270,816

			Total		4,051,606
			Office Equipment -- 0.9%
	154,700		Ricoh Co., Ltd.		2,741,987
			Pharmaceuticals & Healthcare -- 0.5%
	145,200		Terumo Corp.		1,763,054
			Telecommunications -- 1.9%
	13,460		Nippon Television Network Corp.		2,746,344
	331		NTT DoCoMo, Inc.		3,433,636

			Total		6,179,980

			Total Japan		34,730,008
		Korea, Republic of -- 4.4%
			Automotive -- 1.0%
	113,600		Hyundai Motor Co., Ltd.		3,135,456
			Banks -- 0.5%
	31,944		Kookmin Bank		1,402,440
	8,574		(4)Kookmin Bank, ADR		380,943

			Total		1,783,383
			Electronics -- 1.0%
	12,580		Samsung Electronics Co.		3,271,868
			Metals & Mining -- 0.6%
	71,000		Pohang Iron and Steel Co. Ltd., ADR		1,968,120
			Telecommunications -- 1.3%
	118,800		Korea Telecom Corp., ADR		2,649,240
	51,200		(4)KT Freetel		1,626,691

			Total		4,275,931

			Total Korea, Republic of		14,434,758
		Mexico -- 4.5%
			Beverages & Foods -- 0.8%
	26,300		(4)Fomento Economico Mexicano, SA de CV, ADR		1,046,740
	712,300		Grupo Modelo, SA de CV, Class C		1,709,520

			Total		2,756,260
			Broadcasting & Cable TV -- 1.2%
	87,700		(2)Grupo Televisa SA, GDR		3,779,870
			Financial Services -- 1.0%
	2,984,800		Grupo Financiero BBVA Bancomer, SA de CV		3,110,734
			Retail -- 0.3%
	371,900		Wal-Mart de Mexico SA de CV		1,092,265
		Common Stocks (continued)
		Mexico (continued)
			Telecommunications -- 1.2%
	101,100		Telefonos de Mexico, SA de CV, Class L, ADR	$	3,871,119

			Total Mexico		14,610,248
		Netherlands -- 8.5%
			Beverages & Foods -- 0.6%
	44,800		Heineken NV		1,826,730
			Chemicals -- 1.1%
	81,500		Akzo Nobel NV		3,599,113
			Domestic & International Oil -- 2.2%
	139,400		Royal Dutch Petroleum Co.		7,200,139
			Financial Services -- 2.0%
	266,200		ING Group NV		6,336,515
			Food & Drug Retailing -- 1.0%
	145,600		(1)Ahold NV		3,359,899
			Insurance -- 0.6%
	95,800		Aegon NV		2,087,103
			Transportation -- 1.0%
	162,400		TPG NV		3,343,994

			Total Netherlands		27,753,493
		Portugal -- 0.7%
			Telecommunications -- 0.7%
	322,200		Portugal Telecom, SGPS SA		2,273,792
		Singapore -- 1.6%
			Electrical Equipment -- 1.0%
	227,200		(4)Flextronics International Ltd.		3,258,048
			Transportation -- 0.6%
	283,000		Singapore Airlines Ltd.		2,101,734

			Total Singapore		5,359,782
		South Africa -- 0.7%
			Banks -- 0.4%
	492,100		Standard Bank Investment Corp.		1,184,273
			Paper & Forest Products -- 0.3%
	80,300		Sappi Ltd.		1,068,878
			Total South Africa		2,253,151
		Spain -- 0.9%
			Broadcasting & Cable TV -- 0.9%
	131,304		(4) Sogecable SA		2,984,523
		Sweden -- 2.5%
			Banks -- 0.8%
	461,100		Nordbanken Holding AB		2,400,393
			Household Product/Wares -- 0.9%
	166,600		Electrolux AB, Class B		2,991,738
			Paper & Forest Products -- 0.8%
	80,200		Svenska Cellulosa AB, Class B		2,577,805

			Total Sweden		7,969,936
		Switzerland -- 6.1%
			Banks -- 2.2%
	84,300		Credit Suisse Group		2,916,287
	91,200		UBS AG		4,223,611

			Total		7,139,898
			Beverages & Foods -- 1.5%
	22,600		Nestle SA		4,997,592
			Construction Materials -- 0.5%
	7,890		Holcim Ltd.		1,654,370
			Food & Drug Retailing -- 0.5%
	2,230		Serono SA		1,686,973
			Insurance -- 1.0%
	34,400		Swiss Re		3,096,323
		Common Stocks (continued)
		Switzerland (continued)
			Pharmaceuticals & Healthcare -- 0.4%
	31,000		Novartis AG	$	1,178,932

			Total Switzerland		19,754,088
		Taiwan -- 0.8%
			Electrical Equipment -- 0.8%
	165,600		(4)Taiwan Semiconductor Manufacturing Co., ADR		2,691,003
		United Kingdom -- 21.7%
			Aerospace & Defense -- 0.5%
	356,000		BAE Systems PLC		1,600,138
			Banks -- 2.4%
	51,800		Barclays PLC		1,519,246
	148,600		HSBC Holdings PLC		1,622,548
	95,300		Royal Bank of Scotland PLC, Edinburgh		2,333,034
	252,100		Standard Chartered PLC		2,462,245

			Total		7,937,073
			Beverages & Foods -- 1.3%
	352,600		Diageo PLC		4,186,411
			Business Services -- 0.6%
	664,900		Hays PLC		1,856,110
			Domestic & International Oil -- 1.0%
	406,200		BP Amoco PLC		3,344,384
			Electric Utilities -- 0.5%
	463,400		Innogy Holdings PLC		1,678,418
			Financial Services -- 0.4%
	104,500		Amvescap PLC		1,259,928
			Gas Distribution -- 0.4%
	308,700		BG Group PLC		1,276,271
			Healthcare Equipment & Supplies -- 0.3%
	150,300		Smith & Nephew PLC		905,532
			Insurance -- 0.4%
	137,900		CGNU PLC		1,398,513
			Leisure & Recreation -- 2.2%
	170,400		Bass PLC		1,700,414
	1,151,000		Hilton Group PLC		3,627,943
	333,800		(4)P&O Princess Cruises PLC		1,934,419

			Total		7,262,776
			Media -- 0.8%
	249,900		WPP Group PLC		2,627,964
			Metals & Mining -- 0.9%
	71,100		Johnson Matthey PLC		934,615
	102,400		Rio Tinto PLC		2,058,164

			Total		2,992,779
			MultiMedia -- 1.5%
	238,400		Pearson PLC		2,628,338
	239,000		Reed International PLC		2,140,054

			Total		4,768,392
			Pharmaceuticals & Healthcare -- 1.7%
	227,344		(4)GlaxoSmithKline PLC		5,539,889
			Restaurants & Leisure -- 1.3%
	595,200		(4)Compass Group PLC		4,054,994
			Retail -- 2.9%
	1,284,009		Kingfisher PLC		6,878,402
	182,900		Next PLC		2,459,817

			Total		9,338,219
Shares or Principal Amount			Description		Value
		Common Stocks (continued)
		United Kingdom (continued)
			Telecommunications -- 1.1%
	1,980,521		Vodafone Group PLC	$	3,744,153
			Tobacco -- 1.5%
	534,700		British American Tobacco PLC		4,904,957

			Total United Kingdom		70,676,901
		United States -- 1.0%
			Insurance -- 0.6%
	70,900		Aflac, Inc.		1,822,130
			Oil & Gas Products -- 0.4%
	50,400		Transocean Sedco Forex, Inc.		1,411,704

			Total United States		3,233,834

		Total Common Stocks (identified cost $314,150,347)			310,809,247
		(3)Repurchase Agreement -- 4.7%
$	15,411,000		State Street Corp., 0.850%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		15,411,000

		Total Investments (identified cost $329,561,347)		$	326,220,247

Government Income Fund

Principal Amount			Description		Value
		Asset-Backed Securities -- 4.5%
$	6,000,000		Green Tree Home Equity Loan Trust (Series 1998-B), Class B1, 7.810%, 11/15/2029	$	6,187,391
	10,643,000		Greenwich Capital Acceptance (Series 1995-BA1), Class A4, 7.150%, 8/10/2020		10,923,124

		Total Asset-Backed Securities (identified cost $16,665,899)			17,110,515
		Collateralized Mortgage Obligations -- 21.8%
	17,887,483		(5)(6)Federal Home Loan Mortgage Corp., 1.980%, 3/25/2002, REMIC (Series T-32-A1)		17,892,549
	6,685,588		(5)(6)Federal Home Loan Mortgage Corp., 2.625%, 3/15/2002, REMIC (Series 1624-FA)		6,723,295
	15,000,000		Federal Home Loan Mortgage Corp., 6.250%, 9/15/2023, REMIC (Series 1666-H)		15,481,200
	10,000,000		(6)Federal Home Loan Mortgage Corp., 6.500%, 10/15/2016, REMIC (Series 1702-PK)		10,301,200
	22,511,374		(5)(6)Federal National Mortgage Association, 2.100%, 3/25/2002, REMIC (Series 2001-25-FA)		22,628,703
	10,000,000		Federal National Mortgage Association, 6.022%, 11/25/2010		10,278,886

		Total Collateralized Mortgage Obligations (identified cost $80,255,161)			83,305,833
		Corporate Bonds -- 1.8%
$	3,000,000		(5)HSB Group, Inc., FRN, 2.737%, 4/15/2002	$	2,826,150
	5,000,000		(5)TXU Gas Capital, FRN, 3.231%, 4/1/2002		3,865,190

		Total Corporate Bonds (identified cost $7,909,300)			6,691,340
		Mortgage Backed Securities -- 73.5%
			Federal Home Loan Mortgage Corporation -- 20.0%
	13,535,509		(1)5.000%, 8/1/2014		13,670,930
	5,000,000		6.000%, 6/15/2011		5,161,250
	19,416,652		(1)6.500%, 2/1/2031		19,756,444
	4,788,644		6.500%, 9/1/2016		4,935,272
	15,000,000		(7)6.500%, 4/1/2032		15,248,400
	2,515,166		7.000%, 11/1/2009		2,634,636
	963,081		7.500%, 9/1/2013		1,013,181
	2,586,525		7.500%, 4/1/2024		2,723,120
	2,132,378		7.500%, 4/1/2027		2,236,993
	4,310,239		(1)8.000%, 8/1/2030		4,554,026
	1,129,508		8.500%, 9/1/2024		1,214,379
	1,611,296		9.000%, 6/1/2019		1,768,397
	1,540,805		9.500%, 2/1/2025		1,700,663

			Total		76,617,691
			Federal National Mortgage Association -- 30.0%
	11,014,854		6.000%, 9/1/2013		11,279,871
	4,867,397		6.500%, 9/1/2016		5,019,503
	9,294,018		6.500%, 9/1/2016		9,584,456
	4,949,798		6.500%, 12/1/2031		5,025,579
	25,000,000		(7)6.500%, 4/1/2032		25,382,750
	4,615,977		7.000%, 12/1/2010		4,833,805
	5,347,717		7.000%, 3/1/2029		5,528,202
	11,865,241		(1)7.000%, 7/1/2029		12,265,693
	10,215,667		7.000%, 2/1/2030		10,560,446
	7,594,822		7.500%, 12/1/2009		8,055,220
	6,466,375		(6)7.500%, 10/1/2030		6,741,196
	5,431,734		8.000%, 10/1/2028		5,781,429
	4,490,834		8.000%, 4/1/2030		4,744,835

			Total		114,802,985
			Government National Mortgage Association -- 23.5%
	20,000,000		(7)6.500%, 4/1/2032		20,368,800
	7,811,867		(1)7.000%, 4/15/2029		8,114,577
	4,571,821		(1)7.000%, 5/15/2029		4,734,669
	7,900,849		(1)7.000%, 6/15/2029		8,182,278
	6,801,703		7.000%, 8/15/2031		7,031,260
	9,849,512		(1)7.500%, 8/15/2025		10,388,182
	2,218,820		(1)7.500%, 8/15/2025		2,347,090
	8,772,229		(1)7.500%, 12/15/2025		9,246,456
	11,311,119		(1)7.500%, 2/15/2027		11,908,459
	1,950,224		(1)8.500%, 6/15/2010		2,080,031
	3,226,754		(1)9.000%, 11/15/2009		3,466,664
	1,027,054		(1)9.000%, 1/15/2010		1,099,913
	652,567		(1)9.500%, 10/15/2024		729,244

			Total		89,697,623

		Total Mortgage Backed Securities (identified cost $271,728,321)			281,118,299
		U.S. Treasury -- 2.6%
$	10,000,000		United States Treasury Note, 5.000%, 8/15/2011 (Identified Cost $10,010,937)	$	10,071,400

		Total Investments in Securities (identified cost $386,569,618)			398,297,387
		(3)Repurchase Agreement -- 11.7%
	44,806,565		Lehman Brothers, Inc., 1.870%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		44,806,565

		Total Investments (identified cost $431,376,183)		$	443,103,952

Intermediate Bond Fund

Principal Amount			Description		Value
		Asset-Backed Securities -- 9.9%
$	3,700,000		(8)(9)ARG Funding Corp., Class A2, 5.880%, 5/20/2002	$	3,702,294
	6,000,000		Citibank Credit Card Issuance Trust, (Series 2002-A1), Class A1, 4.950%, 2/9/2009		6,021,360
	5,000,000		Citibank Credit Card Master Trust I, (Series 1999-7), Class A, 6.650%, 11/15/2006		5,312,450
	715,169		(5)(8)(9)DLJ Commercial Mortgage Corp., (Series 1998-STF2), Class A1, 2.480%, 03/05/2002		713,381
	5,000,000		DaimlerChrysler Auto Trust, (Series 2000-C), Class A3, 6.820%, 9/6/2004		5,150,400
	7,750,000		First USA Credit Card Master Trust, (Series 1998-9), Class A, 5.280%, 9/18/2006		8,016,523
	7,000,000		Ford Credit Auto Owner Trust, (Series 2000-G), Class A4, 6.620%, 7/15/2004		7,250,628
	7,000,000		Green Tree Home Equity Loan Trust, (Series 1998-B), Class B1, 7.810%, 11/15/2029		7,218,623
	9,525,428		J.P. Morgan Commercial Mortgage Finance Corp., (Series 1997-C5), Class A2, 7.069%, 9/15/2029		9,956,745
	1,945,951		(8)(9)Pegasus Aviation Lease Securitization, (Series 1999-1A), Class A1, 6.300%, 3/25/2029		1,889,547
	6,707,376		(8)(9)Systems 2001 Asset Trust, Pass Thru Cert., 6.664%, 9/15/2013		7,027,061

		Total Asset-Backed Securities (identified cost $60,500,459)			62,259,012
		Collateralized Mortgage Obligations -- 5.5%
	5,000,000		(8)(9)Criimi Mae CMBS Corp., (Series 1998-1), Class A2, 6.009%, 2/20/2005		5,140,933
	6,000,000		(8)(9)Criimi Mae CMBS Corp., (Series 1998-1), Class A3, 6.306%, 6/20/2030		6,219,709
		Collateralized Mortgage Obligations (continued)
$	7,000,000		Fannie Mae, (Series 1993-137), Class PH, 6.550%, 12/25/2021	$	7,243,740
	2,233,892		Federal Home Loan Mortgage Corp., (Series 1829), Class H, 6.500%, 10/15/2021		2,274,918
	7,890,266		Government National Mortgage Association, (Series 2001-5), Class PK, 5.950%, 7/20/2024		8,028,109
	3,413,368		Government National Mortgage Association, (Series 2000-12), Class AC, 7.500%, 11/16/2027		3,595,983
	2,216,322		(8)(9)Prudential Home Mortgage Securities, (Series 1993-H), Class 2B, 6.753%, 2/28/2002		2,271,010

		Total Collateralized Mortgage Obligations (identified cost $33,808,146)			34,774,402
		Corporate Bonds & Notes -- 50.3%
			Automotive & Related -- 8.5%
	8,000,000		Ford Motor Credit Co., Note, 6.125%, 3/20/2004		8,039,520
	4,000,000		Ford Motor Credit Co., Note, 6.500%, 1/25/2007		3,960,560
	7,000,000		(1)Ford Motor Credit Co., Note, 6.700%, 7/16/2004		7,074,830
	485,000		Ford Motor Credit Co., Note, 7.375%, 10/28/2009		490,835
	5,000,000		Ford Motor Credit Co., Note, 7.750%, 3/15/2005		5,152,550
	5,000,000		(1)General Motors Acceptance Corp., Note, 6.125%, 9/15/2006		5,009,250
	3,000,000		(1)General Motors Acceptance Corp., Note, 6.380%, 1/30/2004		3,073,740
	7,000,000		(1)General Motors Acceptance Corp., Note, 6.875%, 9/15/2011		6,973,400
	8,165,000		General Motors Acceptance Corp., Unsecd. Note, 7.000%, 6/6/2003		8,390,599
	5,000,000		(1)General Motors Corp., Note, 7.200%, 1/15/2011		5,124,800

			Total		53,290,084
			Banks -- 5.1%
	7,000,000		(1)Bank of America Corp., Sub. Note, 7.400%, 1/15/2011		7,605,360
	5,000,000		Bank One Corp., Sr. Note, 7.625%, 8/1/2005		5,456,000
	5,000,000		(1)Citigroup, Inc., Note, 5.750%, 5/10/2006		5,174,400
	7,000,000		Citigroup, Inc., Sr. Note, 6.750%, 12/1/2005		7,517,020
	5,790,000		Corestates Capital, Company Guarantee, 6.750%, 11/15/2006		6,129,815

			Total		31,882,595
		Corporate Bonds & Notes (continued)
			Beverages & Foods -- 1.0%
$	5,000,000		Anheuser-Busch Cos., Inc., Deb., 9.000%, 12/1/2009	$	6,072,900
			Broker/Dealers -- 4.5%
	2,000,000		(1)Goldman Sachs Group, Inc., Bond, 6.875%, 1/15/2011		2,073,020
	5,000,000		Lehman Brothers, Inc., Sr. Sub. Note, 7.500%, 8/1/2026		5,348,950
	6,500,000		Merrill Lynch & Co., Inc., Note, (Series MTNB), 5.350%, 6/15/2004		6,701,760
	7,000,000		(1)Morgan Stanley, Unsub., 6.100%, 4/15/2006		7,312,480
	6,000,000		PaineWebber Group, Inc., Note, 6.450%, 12/1/2003		6,323,700

			Total		27,759,910
			Chemicals -- 0.6%
	3,500,000		(8)(9)Dow Chemical Co., Note, 5.250%, 5/14/2004		3,541,020
			Consumer Cyclicals -- 0.6%
	4,000,000		(1)Tyco International Group, Company Guarantee, 5.800%, 8/1/2006		3,565,000
			Domestic & International Oil -- 1.2%
	3,500,000		Occidental Petroleum Corp., Sr. Note, 6.500%, 4/1/2005		3,610,565
	4,000,000		PanCanadian Energy Corp., Bond, 6.300%, 11/1/2011		3,903,800

			Total		7,514,365
			Federal National Mortgage Association -- 1.7%
	10,000,000		Fannie Mae, Note, 6.625%, 10/15/2007		10,885,100
			Financial Services -- 9.9%
	6,500,000		Boeing Capital Corp., Bond, 6.100%, 3/1/2011		6,486,805
	5,000,000		(5)(8)(9)Credit Suisse, London, Sub. Note, 7.900%, 5/01/2007		5,289,135
	4,000,000		EOP Operating LP, Note, 7.375%, 11/15/2003		4,231,160
	5,000,000		General Electric Capital Corp., Note, (Series A), 6.500%, 12/10/2007		5,323,000
	4,000,000		General Electric Capital Corp., Note, (Series MTNA), 6.800%, 11/1/2005		4,294,920
	5,000,000		(1)Household Finance Corp., Note, 6.375%, 10/15/2011		4,827,750
	5,000,000		Household Finance Corp., Note, 5.750%, 1/30/2007		4,916,550
	4,000,000		Household Netherlands BV, Company Guarantee, 6.200%, 12/1/2003		4,124,360
	5,000,000		(5)MBNA Global Capital Securities, Jr. Sub. Deb., (Series B), 2.660%, 5/1/2002		3,575,000
	7,000,000		(5)UBS Preferred Funding Trust II, Bank Guarantee, 7.247%, 6/26/2011		7,366,520
		Corporate Bonds & Notes (continued)
			Financial Services (continued)
$	6,000,000		Wells Fargo Financial, Inc., Note, 5.875%, 8/15/2008	$	6,206,880
	5,000,000		Wells Fargo & Co., Sr. Note, (Series F), 6.500%, 6/1/2005		5,271,250

			Total		61,913,330
			Forest Products & Paper -- 0.4%
	2,500,000		Reed Elsevier, Capital, Company Guarantee, 6.125%, 8/1/2006		2,557,600
			Gas Distribution -- 0.3%
	2,000,000		El Paso Corp., Sr. Note, 7.000%, 5/15/2011		1,975,900
			Healthcare -- 1.0%
	6,000,000		Abbott Laboratories, Note, 5.125%, 7/1/2004		6,187,860
			Household Product/Wares -- 0.8%
	5,000,000		Procter & Gamble Co., Unsub., 6.600%, 12/15/2004		5,347,350
			Insurance -- 4.4%
	7,000,000		(1)(8)(9)AIG SunAmerica Global Financial, Note, 5.850%, 8/1/2008		7,112,210
	5,500,000		(8)(9)Allstate Financial Global, Note, 7.125%, 9/26/2005		5,897,815
	4,000,000		Conseco, Inc., Note, 6.800%, 6/15/2005		2,140,000
	4,000,000		(5)HSB Group, Inc., Company Guarantee, (Series B), 2.737%, 4/15/2002		3,768,200
	3,500,000		(8)(9)John Hancock Financial Services, Inc., 6.500%, 3/1/2011		3,642,555
	5,000,000		Prudential Funding Corp., Note, (Series MTN), 6.600%, 5/15/2008		5,203,550

			Total		27,764,330
			Media -- 2.3%
	4,000,000		(1)AOL Time Warner, Inc., Note, 6.125%, 4/15/2006		4,086,320
	4,000,000		(1)AOL Time Warner, Inc., Note, 6.750%, 4/15/2011		4,078,400
	3,000,000		(1)Comcast Corp., Sr. Note, 6.750%, 1/30/2011		2,995,950
	3,000,000		Disney (Walt) Co., Note, 6.375%, 3/1/2012		3,011,700

			Total		14,172,370
			Metals -- 0.3%
	1,965,000		(1)Alcoa, Inc., Note, 5.875%, 6/1/2006		2,033,814
			Telecommunications -- 3.2%
	5,000,000		BT Group PLC, Note, 7.875%, 12/15/2005		5,412,700
	5,000,000		(1)BT Group PLC, Note, 8.125%, 6/15/2002		5,622,600
	3,000,000		(1)(8)(9)Verizon Global Funding Corp., Note, 7.250%, 12/1/2010		3,220,320
	3,000,000		(1)Worldcom, Inc., Note, 7.500%, 5/15/2011		2,896,140
		Corporate Bonds & Notes (continued)
			Telecommunications (continued)
$	3,000,000		(1)Worldcom, Inc., Note, 7.875%, 5/15/2003	$	2,978,580

			Total		20,130,340
			Transportation -- 2.2%
	4,658,803		American Trans Air, (Series 2001-1G), Pass Through Cert., 8.039%, 1/15/2016		4,800,663
	1,000,000		Canadian National Railway, Note, 6.375%, 10/15/2011		1,018,760
	4,354,943		Continental Airlines, Inc., Pass Through Cert., 6.541%, 9/15/2008		4,017,435
	4,000,000		Delta Air Lines, Inc., Equipment Trust, (Series 1993-A2), 10.50%, 4/30/2016		4,060,840

			Total		13,897,698
			Utilities-Electric -- 1.4%
	5,000,000		Limestone Electronic Trust, Sr. Note, 8.625%, 3/15/2003		5,085,950
	5,000,000		(8)(9)Osprey Trust, Sr. Secd. Note, 8.310%, 1/15/2003		931,250
	3,000,000		(8)(9)Pinnacle Partner, Sr. Note, 8.830%, 8/15/2004		2,992,440

			Total		9,009,640
			Utilities-Natural Gas -- 0.9%
	7,000,000		(5)TXU Gas Capital I, Company Guarantee, 3.231%, 4/1/2002		5,411,266

		Total Corporate Bonds & Notes (identified cost $318,143,228)			314,912,472
		Government Agencies -- 10.1%
			Federal Home Loan Bank -- 0.8%
	5,000,000		5.430%, 11/17/2008		5,090,050
			Federal National Mortgage Association -- 7.7%
	10,000,000		5.375%, 11/15/2011		9,891,700
	10,000,000		5.500%, 2/15/2006		10,394,900
	16,000,000		6.250%, 2/1/2011		16,658,880
	10,000,000		7.000%, 7/15/2005		10,948,300

			Total		47,893,780
			Tennessee Valley Authority -- 1.6%
	10,000,000		5.625%, 1/18/2011		10,028,100

		Total Government Agencies (identified cost $61,758,438)			63,011,930
		Mortgage Backed Securities -- 6.9%
			Federal Home Loan Mortgage Corporation -- 1.8%
	7,726,527		(1)7.500%, 2/1/2031		8,050,114
	2,815,380		(1)7.500%, 6/1/2031		2,933,288

			Total		10,983,402
			Federal National Mortgage Association -- 5.1%
	14,895,079		6.500%, 10/1/2031		15,123,123
	11,116,206		(1)7.000%, 12/1/2015		11,595,537
	4,736,465		7.635%, 8/1/2011		5,225,648

			Total		31,944,308

		Total Mortgage Backed Securities (identified cost $42,538,546)			42,927,710
		U.S. Treasury Securities -- 8.6%
			U.S. Treasury Notes -- 8.6%
$	10,500,000		5.000%, 8/15/2011	$	10,574,970
	15,000,000		5.625%, 5/15/2008		15,858,900
	2,000,000		6.000%, 8/15/2004		2,126,700
	3,500,000		6.125%, 8/15/2007		3,788,435
	20,000,000		(1)7.250%, 5/15/2004		21,733,600

		Total U.S. Treasury Securities (identified cost $53,972,285)			54,082,605

		Total Investments in Securities (identified cost $570,721,102)			571,968,131
		(3)Repurchase Agreement -- 7.9%
	49,560,991		Lehman Brothers, Inc., 1.870%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		49,560,991

		Total Investments (identified cost $620,282,093)		$	621,529,122

Short-Term Income Fund

Principal Amount			Description		Value
		Asset-Backed Securities -- 10.0%
$	19,633		AFC Home Equity Loan Trust, Series 1993-2, Class A, 6.000%, 1/20/2013	$	19,631
	2,000,000		(8)(9)ARG Funding Corp., Class A2, 5.880%, 5/20/2002		2,001,240
	1,500,000		Citibank Credit Card Master Trust I 1998-9, Class A, 5.300%, 1/9/2006		1,549,620
	286,068		(5)(8)(9)DLJ Commercial Mortgage Corp., Series 1998-STF2, Class A1, 2.480%, 3/6/2002		285,353
	2,000,000		Daimler Chrysler Auto Trust, Class A3, 6.820%, 9/6/2004		2,060,160
	1,000,000		Ford Credit Auto Owner Trust 2000-G, Class A4, 6.620%, 7/15/2004		1,035,804
	3,000,000		Green Tree Home Equity Loan Trust, Series 1998-B, Class B1, 7.810%, 11/15/2029		3,093,695
	1,600,000		Honda Auto Receivables Owner Trust, Series 2001-3, Class A4, 3.960%, 2/19/2007		1,596,352
	105,232		PNC Mortgage Securities Corp., Series 1994-1, Class T7, 6.000%, 2/25/2024		105,203
	972,975		(8)(9)Pegasus Aviation Lease Securitization, Series 1999-1A, Class A1, 6.300%, 3/25/2029		944,774
	537,183		TMS Home Equity Trust, Series 1992-D2, Class A3, 7.550%, 1/15/2018		537,368

		Total Asset-Backed Securities (identified cost $13,030,464)			13,229,200
		Collateralized Mortgage Obligations -- 13.3%
			Federal Home Loan Mortgage Corporation -- 3.4%
$	2,000,000		5.250%, 1/15/2010, Series 2368, Class TQ	$	2,041,510
	2,000,000		5.500%, 5/15/2011, Series 2368, Class OC		2,055,570
	435,071		6.050%, 9/15/2020, Series 1818, Class A		439,561

			Total		4,536,641
			Federal National Mortgage Association -- 2.3%
	3,000,000		6.550%, 12/25/2021, Series 1993-137, Class PH		3,104,460
			Government National Mortgage Association -- 2.8%
	1,578,053		5.950%, 7/20/24, Series 2001-5, Class PK		1,605,622
	1,963,587		7.500%, 11/16/2027, Series 2000-12, Class AC		2,068,639

			Total		3,674,261
			Other Financial -- 4.8%
	625,449		(8)(9)Capital Asset Research Funding, Series 1997-A, Class A, 6.400%, 12/15/2004		625,449
	4,000,000		(8)(9)Criimi Mae CMBS Corp., Series 1998-1, Class A2, 6.009%, 6/20/2030		4,112,746
	1,552,491		Securitized Asset Sales, Inc., Series 1995-4, Class A5, 7.250%, 11/25/2025		1,596,418

			Total		6,334,613

		Total Collateralized Mortgage Obligations (identified cost $17,320,951)			17,649,975
		Mortgage Backed-Pass Through Securities -- 10.0%
			Federal Home Loan Mortgage Corporation -- 0.7%
	178,688		9.000%, 7/1/2014		190,267
	659,734		11.000%, 8/1/2019		738,817

			Total		929,084
			Federal National Mortgage Association -- 8.9%
	3,492,031		7.000%, 12/1/2015		3,642,607
	2,826,902		7.500%, 9/1/2015		2,983,258
	51,548		8.000%, 8/1/2007		52,773
	684,126		8.000%, 5/1/2008		717,586
	263,213		9.000%, 7/1/2009		280,269
	147,221		9.000%, 1/1/2015		161,436
	337,532		9.500%, 12/1/2024		372,655
	652,411		9.500%, 1/1/2025		720,509
	562,081		9.500%, 1/1/2025		620,751
	410,153		9.500%, 1/1/2025		453,091
	322,638		10.000%, 7/1/2020		362,213
	431,903		10.500%, 1/1/2022		490,884
	906,477		11.000%, 12/1/2015		1,012,707

			Total		11,870,739
		Mortgage Backed-Pass Through Securities (continued)
			Government National Mortgage Association -- 0.4%
$	481,286		9.000%, 12/15/2019	$	530,045

		Total Mortgage Backed-Pass Through Securities (identified cost $13,083,688)			13,329,868
		Corporate Bonds & Notes -- 38.1%
			Automotive & Related -- 5.4%
	1,500,000		Ford Motor Credit Co., Note, 7.500%, 6/15/2003		1,544,070
	2,000,000		Ford Motor Credit Co., Sr. Note, 6.125%, 3/20/2004		2,009,880
	2,000,000		General Motors Acceptance Corp., Note, 6.380%, 1/30/2004		2,049,160
	1,500,000		General Motors Acceptance Corp., Sr. Note, 5.750%, 11/10/2003		1,523,790

			Total		7,126,900
			Banks -- 2.4%
	1,500,000		First Chicago Corp., Sub. Note, 6.875%, 6/15/2003		1,566,900
	1,500,000		NationsBank Corp., 6.125%, 7/15/2004		1,577,475

			Total		3,144,375
			Broker/Dealers -- 4.2%
	1,000,000		Goldman Sachs Group, Inc., Bond, 7.625%, 8/17/2005		1,089,660
	1,000,000		Merrill Lynch & Co., Inc., Note, 6.800%, 11/3/2003		1,056,170
	1,300,000		Merrill Lynch & Co., Inc., Note, Series MTNB, 5.350%, 6/15/2004		1,340,352
	1,000,000		Morgan Stanley, Dean Witter & Co., Unsub., 6.100%, 4/15/2006		1,044,640
	1,000,000		PaineWebber Group, Inc., Note, 6.450%, 12/1/2003		1,053,950

			Total		5,584,772
			Chemicals -- 1.5%
	2,000,000		(8)(9)Dow Chemical Co., Note, Series 144A, 5.250%, 5/14/2004		2,023,440
			Domestic & International Oil -- 0.9%
	1,200,000		Occidental Petroleum Corp., 6.500%, 4/1/2005		1,237,908
			Electric -- 1.7%
	3,000,000		(5)TXU Gas Capital, 3.231%, 4/1/2002		2,319,114
			Energy -- 0.3%
	2,000,000		(8)(9)Osprey Trust, Sr. Secd. Note, 8.310%, 1/15/2003		372,500
			Equipment -- 1.2%
	1,606,651		(8)(9)Regional Jet Equipment Trust, Note, Series 144A, 7.771%, 9/5/2004		1,635,884
			Federal Home Loan Mortgage Corp. -- 4.0%
	5,000,000		Federal Home Loan Mortgage Corp., Note, 7.375%, 5/15/2003		5,280,350
		Corporate Bonds & Notes (continued)
			Financial Services -- 3.1%
$	750,000		Boeing Capital Corp., Sr. Note, 7.100%, 9/27/2005	$	802,958
	1,500,000		Credit Suisse First Boston USA, Inc., Note, 5.875%, 8/1/2006		1,552,005
	1,000,000		MBNA Global Capital Securities, Jr. Sub. Deb., 2.660%, 2/1/2027		715,000
	1,000,000		Salomon Smith Barney Holdings, Inc., Note, 6.250%, 5/15/2003		1,038,450

			Total		4,108,413
			Forest Products & Paper -- 0.5%
	600,000		Reed Elsevier, Inc., Company Guarantee, 6.125%, 8/1/2006		613,824
			Healthcare -- 1.6%
	2,000,000		Abbott Laboratories, Note, 5.125%, 7/1/2004		2,062,620
			Industrial Services -- 0.3%
	500,000		Tyco International Group, Note, 5.800%, 8/1/2006		445,625
			Insurance -- 2.9%
	1,000,000		(8)(9)Allstate Financial Global, Note, 7.125%, 9/26/2005		1,072,330
	3,000,000		HSB Group, Inc., Company Guarantee, 2.737%, 7/15/2027		2,826,150

			Total		3,898,480
			Leasing -- 1.2%
	1,500,000		General Electric Capital Corp., Note, 5.375%, 4/23/2004		1,552,485
			Media -- 1.6%
	1,000,000		AOL Time Warner, Inc., Note, 6.125%, 4/15/2006		1,021,580
	1,000,000		Walt Disney Co., 7.300%, 2/8/2005		1,050,980

			Total		2,072,560
			Metals -- 0.6%
	760,000		Alcoa, Inc., Note, 5.875%, 6/1/2006		786,615
			Real Estate -- 0.8%
	1,000,000		EOP Operating LP, Sr. Note, 6.375%, 2/15/2003		1,026,150
			Telecommunications -- 2.4%
	700,000		British Telecommunications PLC, Note, 7.875%, 12/15/2005		757,778
	700,000		(8)(9)France Telecommunications, Note, Series 144A, 7.200%, 3/1/2006		712,544
	1,000,000		(8)(9)Verizon Global Funding, Note, Series 144A, 6.750%, 12/1/2005		1,061,520
	700,000		WorldCom, Inc., Sr. Note, 6.25%, 8/15/2003		678,895

			Total		3,210,737
		Corporate Bonds & Notes (continued)
			Utilities-Electric -- 1.5%
$	2,000,000		(8)(9)Limestone Electronic Trust, Sr. Note, 8.625%, 3/15/2003	$	2,034,380

			Total Corporate Bonds & Notes (identified cost $52,110,172)		50,537,132
		Government Agencies -- 16.8%
			Federal Home Loan Bank -- 3.0%
	4,000,000		Federal Home Loan Bank, Bond, 4.125%, 1/14/2005		4,011,240
			Federal Home Loan Mortgage Corporation -- 5.3%
	2,000,000		Federal Home Loan Mortgage Corp., Note, 5.250%, 2/15/2004		2,076,560
	5,000,000		Federal Home Loan Mortgage Corp., Unsecd. Note, 3.250%, 11/15/2004		4,936,950

			Total		7,013,510
			Federal National Mortgage Association -- 8.5%
	4,000,000		Federal National Mortgage Association, Note, 3.125%, 11/15/2003		3,976,160
	3,000,000		Federal National Mortgage Association, Note, 5.125%, 2/13/2004		3,110,070
	4,000,000		Federal National Mortgage Association, Note, 5.500%, 2/15/2006		4,157,960

			Total		11,244,190

		Total Government Agencies (identified cost $22,293,919)			22,268,940
		Note-Variable -- 1.5%
			Financial Services -- 1.5%
	2,000,000		(5)(8)(9)Lehman Brothers Holdings, Inc., 2.381%, 3/3/2002 (identified cost $1,980,300)		2,000,844
		U.S. Treasury Note -- 0.8%
	1,000,000		5.750%, 11/15/2005 (identified cost $1,033,281)		1,063,490

		Total Investments in Securities (identified cost $120,852,775)			120,079,449
		(3)Repurchase Agreement -- 9.3%
	12,410,502		Lehman Brothers, Inc., 1.870%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		12,410,502

		Total Investments (identified cost $133,263,277)		$	132,489,951

Money Market Fund

Principal Amount			Description		Value
		Certificates of Deposit -- 3.0%
			Foreign Banks -- 3.0%
$	45,000,000		Canadian Imperial Bank of Commerce, NY, 2.500% - 4.25%, 5/16/2002 - 12/27/2002	$	44,966,806
	50,875,000		Credit Agricole Indosuez, 3.665% - 4.610%, 3/28/2002 - 8/20/2002		50,891,099

		Total Certificates of Deposit			95,857,905
		(10)Commercial Paper -- 21.3%
			Advertising -- 2.3%
	25,000,000		Omnicom Capital, Inc., 2.000%, 3/8/2002		24,990,278
	50,000,000		Omnicom Finance Ltd., 1.980%, 3/14/2002		49,964,250

			Total		74,954,528
			Asset-Backed -- 3.9%
	50,000,000		(8)(9)Halogen Capital Co., 1.700%, 4/12/2002		49,900,833
	75,000,000		(8)(9)Tannehill Capital Co., 1.830% - 1.840%, 4/22/2002		74,801,244

			Total		124,702,077
			Diversified -- 4.0%
	13,030,000		Beta Finance, Inc., 1.840% - 1.850%, 5/2/2002 - 5/24/2002		12,980,675
	12,500,000		CC (USA), Inc., 1.840%, 5/2/2002 - 5/7/2002		12,458,728
	50,000,000		(8)(9)Concord Minutemen, 1.860%, 3/8/2002		49,981,917
	53,721,000		(8)(9)Scaldis Capital Ltd., 1.900%, 3/18/2002 - 5/20/2002		53,635,916

			Total		129,057,236
			Electric -- 1.9%
	60,000,000		(8)(9)Wisconsin Energy Corp., 1.920% - 1.960%, 4/9/2002 - 4/26/2002		59,843,525
			Foreign Banks -- 2.7%
	75,000,000		(8)(9)Depfa-Bank, 1.680% - 1.850%, 4/15/2002 - 5/6/2002		74,810,208
	12,700,000		Spintab-Swedmortgage AB, 2.080%, 3/4/2002		12,697,799

			Total		87,508,007
			Healthcare -- 3.3%
	75,000,000		(8)(9)American Home Products Corp., 1.870% - 1.900%, 3/14/2002 - 5/15/2002		74,826,630
	30,000,000		Baxter International, Inc., 1.875%, 3/4/2002		29,995,313

			Total		104,821,943
		(10)Commercial Paper (continued)
			Mortgage Banking -- 0.9%
$	30,000,000		Countrywide Funding Corp., 1.880%, 4/12/2002 - 4/30/2002	$	29,915,400
			Receivables -- 2.3%
	74,500,000		Liquid Funding Ltd., 0.001% - 1.840%, 3/14/2002 - 4/18/2002		74,386,632

		Total Commercial Paper			685,189,348
		Corporate Bonds -- 5.3%
			Banks -- 0.4%
	13,500,000		Wells Fargo & Co., 6.500%, 9/3/2002		13,686,000
			Computer Services -- 0.9%
	29,000,000		International Business Machines Corp., 5.800%, 9/9/2002		29,455,625
			Diversified Manufacturing -- 0.5%
	15,000,000		Siemens Capital Corp., 8.000%, 6/24/2002		15,192,166
			Foreign Banks -- 0.5%
	15,000,000		Commerzbank AG, NY, 4.120%, 5/9/2002		14,999,716
			Healthcare -- 1.1%
	15,000,000		(8)(9)Lilly (Eli) & Co., 4.700%, 3/22/2002		15,000,000
	20,000,000		(8)(9)Merck & Co., Inc., 4.540%, 2/24/2003		20,417,678

			Total		35,417,678
			Personal Credit -- 0.6%
	20,000,000		(8)(9) BMW US Capital LLC, 4.190%, 6/7/2016		19,988,585
			Telecommunications -- 1.3%
	40,000,000		(8)(9)SBC Communications, Inc., 4.250%, 6/1/2002		40,000,000

		Total Corporate Bonds			168,739,770
		(5)Variable-Rate Notes -- 57.9%
			Banks -- 7.4%
	15,000,000		American Express Centurion Bank, DE, 1.820%, 3/14/2002		14,996,736
	10,000,000		Bank One Corp., 2.110%, 5/14/2002		10,023,165
	10,000,000		Bank One Corp., 2.130%, 5/15/2002		10,024,436
	10,000,000		Bank One, N.A., 2.000%, 5/7/2002		10,009,507
	20,000,000		First Chicago Corp., 2.000%, 3/26/2002		20,009,678
	10,000,000		First Chicago Corp., 2.025%, 5/15/2002		10,004,000
	20,000,000		First Union National Bank, 2.060%, 3/20/2002		20,027,393
	15,000,000		J.P. Morgan Chase & Co., 1.995%, 4/30/2002		15,021,032
	4,000,000		Key Bank, N.A., 1.942%, 3/24/2002		4,000,130
	44,000,000		Key Bank, N.A., 2.022%, 3/24/2002		44,005,960
	27,000,000		Key Bank, N.A., 2.025%, 3/18/2002		27,001,925
		(5)Variable-Rate Notes (continued)
			Banks (continued)
$	51,100,000		Mellon Financial Corp., 2.183%, 3/14/2002	$	51,197,621

			Total		236,321,583
			Beverages & Foods -- 0.8%
	25,000,000		(8)(9)Cargill, Inc., 2.011%, 5/28/2002		25,014,419
			Broker/Dealers -- 9.4%
	75,000,000		(8)(9)Bank of America, 2.190%, 3/1/2002		75,000,000
	75,000,000		(8)(9)Bear Stearns Cos., Inc., 2.017%, 3/5/2002		75,000,000
	75,000,000		(8)(9)Goldman Sachs & Co., 2.020%, 3/5/2002		75,000,000
	35,000,000		(8)(9)J.P. Morgan & Co., Inc., 1.840%, 3/1/2002		35,000,000
	40,500,000		Merrill Lynch & Co., Inc., 1.950%, 4/24/2002		40,531,320

			Total		300,531,320
			Construction Equipment -- 2.3%
	75,000,000		Caterpillar Financial Services Corp., 1.920%, 4/9/2002		75,000,000
			Diversified Manufacturing -- 2.3%
	75,000,000		(8)ABB Capital USA, 2.120%, 3/6/2002		75,000,000
			Drugs -- 2.2%
	70,000,000		(8)(9)Bayer Corp., 4.750%, 3/19/2002		69,999,415
			Insurance -- 10.3%
	40,000,000		(8)(9)American General Annuity Insurance Co., 2.100%, 5/19/2002		40,000,000
	75,000,000		(8)GE Life and Annuity Assurance Co., 2.460%, 4/22/2002		75,000,000
	40,000,000		(8)(9)Jackson National Life Insurance Co., 1.860%, 5/1/2002		40,000,000
	50,000,000		(8)(9)Metropolitan Life Insurance Co., 2.071%, 3/1/2002		50,000,000
	10,000,000		(8)Monumental Life Insurance Co., 1.940%, 4/1/2002		10,000,000
	25,000,000		(8)Monumental Life Insurance Co., 1.951%, 4/1/2002		25,000,000
	40,000,000		(8)Monumental Life Insurance Co., 3.000%, 3/1/2002		40,000,000
	50,000,000		(8)Travelers Insurance Co., 1.941%, 4/1/2002		50,000,000

			Total		330,000,000
			Leasing -- 0.8%
	25,000,000		Paccar Financial Corp., 2.145%, 3/4/2002		25,009,155
			Mortgage Banking -- 4.7%
	25,000,000		Countrywide Home Loans, Inc., 1.889%, 5/6/2002		24,913,833
	75,000,000		Homeside Lending, Inc., 2.125%, 4/9/2002		75,020,798
		(5)Variable-Rate Notes (continued)
			Mortgage Banking (continued)
$	50,000,000		(8)(9)Northern Rock PLC, 1.890%, 3/14/2002	$	50,000,000

			Total		149,934,631
			Other Consumer Non-Durables -- 2.2%
	71,110,000		(8)(9)Unilever Capital Corp., 1.920%, 4/24/2002		71,192,270
			Personal Credit -- 8.0%
	45,000,000		American Express Credit Corp., 1.850%, 3/26/2002		45,000,000
	50,000,000		(8)(9)American Honda Finance Corp., 1.770%, 4/19/2002		50,000,000
	25,000,000		(8)(9)American Honda Finance Corp., 1.892%, 5/13/2002		25,000,000
	50,000,000		Associates Corp. of North America, 1.940%, 3/27/2002		50,000,000
	10,000,000		Commerzbank AG, Frankfurt, 2.081%, 3/1/2002		10,000,236
	14,500,000		Household Finance Corp., 1.890%, 3/1/2002		14,500,000
	35,500,000		Household Finance Corp., 2.050%, 3/27/2002		35,503,234
	25,000,000		Household Finance Corp., 2.140%, 3/1/2002		25,001,634

			Total		255,005,104
			Retail -- 0.5%
	15,000,000		Wal-Mart Stores, Inc., 5.450%, 6/1/2002		15,044,349
			Student Loan -- 2.3%
	75,000,000		USA Education, Inc., 2.131%, 3/18/2002		75,000,000
			Telecommunications -- 4.7%
	75,000,000		BellSouth Telecommunications, Inc., 2.041%, 3/4/2002		75,010,000
	75,000,000		(8)(9)Verizon Global Funding, 1.900%, 3/14/2002		74,993,613

			Total		150,003,613

		Total Variable-Rate Notes			1,853,055,859
Shares or Principal Amount			Description		Value
		Mutual Funds -- 2.1%
	29,286,511		American Select Cash Reserve Fund	$	29,286,511
	38,700,827		Dreyfus Cash Management Fund		38,700,827
	300,806		Goldman Sachs Financial Square Money Market Fund		300,806

		Total Mutual Funds (Shares at net asset value)			68,288,144
		(3)Repurchase Agreements -- 10.0%
$	35,000,000		Deutsche Bank Financial, Inc., 1.935%, dated 2/28/2002, due 3/1/2002		35,000,000
	120,000,000		First Union Capital Markets, Inc., 1.940%, dated 2/28/2002, due 3/1/2002		120,000,000
	140,000,000		Morgan Stanley Group, Inc., 1.935%, dated 2/28/2002, due 3/1/2002		140,000,000
	25,000,000		Salomon Smith Barney, Inc., 1.925%, dated 2/28/2002, due 3/1/2002		25,000,000

		Total Repurchase Agreements			320,000,000

		Total Investments (at amortized cost)		$	3,191,131,026

Note: The categories of investments are shown as a percentage of net assets for each Fund at February 28, 2002.
(1) Certain shares or principal amounts are temporarily on loan to unaffiliated broker-dealers.
(2) Represents the initial deposit within a margin account used to ensure the Fund is able to satisfy the obligations of its outstanding long futures contracts.
(3) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on current market prices.
(4) Non-income producing.
(5) Current rate and next demand date shown.
(6) Securities held as collateral for dollar roll transactions.
(7) All or a portion of these securities are subject to dollar roll transactions.
(8) Denotes a restricted security which is subject to restrictions on resale under federal securities laws. At February 28, 2002, these securities amounted to:

	Amount		% of Net Assets
Intermediate Bond Fund	$	59,590,680	9.5	%
Short-Term Income Fund		18,883,004	14.2
Money Market Fund		1,564,406,253	48.8

Included in the Money Market Fund, securities which are illiquid amounted to $275,000,000, which represents 8.6% of net assets.

(9) Denotes a restricted security which has been deemed liquid by criteria approved by the Fund's Board of Directors.
(10) Each issue shows the rate of discount at the time of purchase.

The following acronyms are used throughout this report:
ADR--American Depositary Receipt FNMA--Federal National Mortgage Association FRN--Floating Rate Note GDR--Global Depositary Receipt		GNMA--Government National Mortgage Association INS--Insured MTN--Medium Term Note REMIC--Real Estate Mortgage Investment Conduit

Marshall	Cost of Investments for Federal Tax Purposes		Net Unrealized Appreciation (Depreciation) for Federal Tax Purposes		Gross Unrealized Appreciation for Federal Tax Purposes	Gross Unrealized Depreciation for Federal Tax Purposes	Total Net Assets
Equity Income Fund	$ 319,442,810		$ 70,633,645		$80,065,930	$ 9,432,285	$ 389,369,246
Large-Cap Growth & Income Fund	302,823,250		72,913,147		87,349,221	14,436,074	360,708,694
Mid-Cap Value Fund	190,157,994		32,771,737		39,487,954	6,716,217	220,510,104
Mid-Cap Growth Fund	313,382,910		(15,445,828	)	23,016,789	38,462,617	294,374,600
Small-Cap Growth Fund	111,568,512		588,948		10,646,265	10,057,317	111,336,420
International Stock Fund	329,561,347		(3,341,100	)	27,465,325	30,806,425	325,815,848
Government Income Fund	431,376,183		11,727,769		13,077,613	1,349,844	382,289,575
Intermediate Bond Fund	620,282,093		1,247,029		13,051,424	11,804,395	626,248,511
Short-Term Income Fund	133,263,277		(773,326	)	2,116,293	2,889,619	132,803,960
Money Market Fund	3,191,131,026	*	--		--	--	3,202,928,149

* at amortized cost.

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

February 28, 2002 (unaudited)

Statements of Assets and Liabilities

	Equity Income Fund	Large-Cap Growth & Income Fund	Mid-Cap Value Fund	Mid-Cap Growth Fund
Assets:
Investments in securities, at value	$ 384,080,796	$ 333,653,497	$ 196,513,111	$ 259,108,545
Investments in repurchase agreements	5,995,659	42,082,900	26,416,620	38,828,537
Short-term investments held as collateral for securities lending	37,378,638	30,539,686	17,480,395	57,231,960
Cash	7,404	20,044	16,787	3,607
Cash denominated in foreign currencies (identified cost, $ 6,064)	--	--	--	--
Income receivable	1,003,606	387,617	229,617	68,567
Receivable for investments sold	2,878,738	--	453,018	2,533,909
Receivable for capital stock sold	--	--	--	--

Total assets	431,344,841	406,683,744	241,109,548	357,775,125
Liabilities:
Payable for daily variation margin	28,125	84,375	--	130,525
Payable for investments purchased	3,608,465	15,017,084	2,910,597	5,770,654
Payable on collateral due to broker	37,378,638	30,539,686	17,480,395	57,231,960
Payable to bank	--	--	--	--
Options written, at value (premium received $ 469,589)	595,773	--	--	--
Income distribution payable	--	--	--	--
Net payable for foreign currency exchange contracts	--	--	--	--
Payable for dollar roll transactions	--	--	--	--
Accrued expenses	364,594	333,905	208,452	267,386

Total liabilities	41,975,595	45,975,050	20,599,444	63,400,525

Total Net Assets	$ 389,369,246	$ 360,708,694	$ 220,510,104	$ 294,374,600

Net Assets Consist of:
Paid-in-capital	325,190,308	315,319,845	186,051,190	333,814,743
Net unrealized appreciation (depreciation) on investments, options, futures contracts and foreign currency translation	70,120,896	71,742,452	32,771,634	(15,734,197)
Accumulated net realized gain (loss) on investments, options, futures contracts and foreign currency transactions	(6,681,373)	(26,420,607)	1,658,905	(22,674,021)
Undistributed net investment income (accumulated net operating loss)	739,415	67,004	28,375	(1,031,925)

Total Net Assets	$ 389,369,246	$ 360,708,694	$ 220,510,104	$ 294,374,600

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Investor Class of Shares:
Net Asset Value and Redemption proceeds Per Share	$ 13.98	$ 12.85	$ 11.90	$ 12.27
Offering Price Per Share	$ 13.98	$ 12.85	$ 11.90	$ 12.27
Advisor Class of Shares:
Net Asset Value and Redemption proceeds Per Share	$ 13.98	$ 12.85	$ 11.90	$ 12.27
Offering Price Per Share	$ 14.83*	$ 13.63*	$ 12.63*	$ 13.02*
Institutional Class of Shares:
Net Asset Value and Redemption proceeds Per Share	--	--	--	--
Offering Price Per Share	--	--	--	--
Net Assets:
Investor Class of Shares:	$ 385,102,096	$ 355,703,832	$ 217,074,052	$ 291,335,294
Advisor Class of Shares:	4,267,150	5,004,862	3,436,052	3,039,306
Institutional Class of Shares:	--	--	--	--

Total Net Assets	$ 389,369,246	$ 360,708,694	$ 220,510,104	$ 294,374,600

Shares Outstanding:
Investor Class of Shares:	27,543,963	27,686,137	18,239,764	23,739,918
Advisor Class of Shares:	305,220	389,553	288,705	247,683
Institutional Class of Shares:	--	--	--	--

Total Shares Outstanding	27,849,183	28,075,690	18,528,469	23,987,601

Investments, at identified cost	$ 319,442,810	$ 302,823,250	$ 190,157,994	$ 313,382,910

Small-Cap Growth Fund	International Stock Fund	Government Income Fund	Intermediate Bond Fund	Short-Term Income Fund	Money Market Fund

$ 108,080,824	$ 310,809,247	$ 398,297,387	$ 571,968,131	$ 120,079,449	$ 2,871,131,026
4,076,636	15,411,000	44,806,565	49,560,991	12,410,502	320,000,000
23,041,621	12,273,398	116,167,831	100,531,524	--	--
7,202	207	--	--	--	216,259
--	6,056	--	--	--	--
1,012	635,698	1,628,990	9,147,991	1,225,712	17,313,445
932,636	--	--	4,932,076	--	--
--	7,314	--	--	--	--

136,139,931	339,142,920	560,900,773	736,140,713	133,715,663	3,208,660,730

--	--	--	--	--	--
1,613,556	662,670	--	3,013,658	--	--
23,041,621	12,273,398	116,167,831	100,531,524	--	--
--	--	--	3,390,705	329,279	--
--	--	--	--	--	--
--	--	1,633,528	2,567,222	530,430	4,494,886
--	689	--	--	--	--
--	--	60,537,695	--	--	--
148,334	390,315	272,144	389,093	51,994	1,237,695

24,803,511	13,327,072	178,611,198	109,892,202	911,703	5,732,581

$ 111,336,420	$ 325,815,848	$ 382,289,575	$ 626,248,511	$ 132,803,960	$ 3,202,928,149


113,511,871	420,047,605	380,251,653	652,303,333	140,419,560	3,203,073,971
588,948	(3,345,922)	11,727,769	1,247,029	(773,326)	--
(2,160,857)	(86,998,156)	(8,984,648)	(26,427,098)	(6,892,069)	(145,822)
(603,542)	(3,887,679)	(705,199)	(874,753)	49,795	--

$ 111,336,420	$ 325,815,848	$ 382,289,575	$ 626,248,511	$ 132,803,960	$ 3,202,928,149



$ 11.63	$ 10.03	$ 9.57	$ 9.37	$ 9.38	$ 1.00
$ 11.63	$ 10.03	$ 9.57	$ 9.37	$ 9.38	$ 1.00

$ 11.63	$ 10.02	$ 9.57	$ 9.37	$ 9.38	$ 1.00
$ 12.34 *	$ 10.63 *	$ 10.05 **	$ 9.84 **	$ 9.57 ***	$ 1.00

--	$ 10.08	--	--	--	$ 1.00
--	$ 10.08	--	--	--	$ 1.00

$ 108,714,223	$ 218,924,186	$ 379,434,934	$ 622,762,835	$ 132,422,892	$ 2,026,588,683
2,622,197	4,007,715	2,854,641	3,485,676	381,068	140,736,475
--	102,883,947	--	--	--	1,035,602,991

$ 111,336,420	$ 325,815,848	$ 382,289,575	$ 626,248,511	$ 132,803,960	$ 3,202,928,149


9,349,452	21,827,977	39,646,870	66,458,270	14,124,056	2,026,685,886
225,522	399,880	298,317	371,958	40,644	140,748,555
--	10,204,728	--	--	--	1,035,639,530

9,574,974	32,432,585	39,945,187	66,830,228	14,164,700	3,203,073,971

$ 111,568,512	$ 329,561,347	$ 431,376,183	$ 620,282,093	$ 133,263,277	$ 3,191,131,026

* Computation of offering price per share 100/94.25 of net asset value.
** Computation of offering price per share 100/95.25 of net asset value.
*** Computation of offering price per share 100/98.00 of net asset value.

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

Six Months Ended February 28, 2002 (unaudited)

Statements of Operations

	Equity Income Fund	Large-Cap Growth & Income Fund	Mid-Cap Value Fund	Mid-Cap Growth Fund
Investment Income:
Interest income	$ 86,672	$ 431,086	$ 211,440	$ 485,879
Dividend income	4,636,728(1)	1,856,171(1)	1,077,057(1)	342,111

Total income	4,723,400	2,287,257	1,288,497	827,990

Expenses:
Investment adviser fee	1,460,691	1,382,420	686,079	1,145,271
Shareholder services fees--
Investor Class of Shares	482,188	454,774	225,344	378,020
Advisor Class of Shares	4,709	6,032	3,349	3,736
Administrative fees	189,872	177,696	94,906	146,892
Portfolio accounting fees	50,110	48,271	31,285	45,006
Transfer and dividend disbursing agent fees	72,179	82,717	67,365	74,309
Custodian fees	31,873	30,829	18,296	27,668
Registration fees	11,240	11,288	10,453	10,438
Auditing fees	7,190	7,191	7,191	7,191
Legal fees	2,242	2,083	2,232	2,132
Printing and postage	11,436	14,628	9,769	10,752
Directors' fees	3,147	3,147	3,146	3,147
Insurance premiums	1,085	1,116	610	1,080
Distribution services fees--
Advisor Class of Shares	4,709	6,032	3,349	3,736
Miscellaneous	5,938	5,524	4,260	4,273

Total expenses	2,338,609	2,233,748	1,167,634	1,863,651

Deduct--
Waiver of investment adviser fee	--	--	--	--
Waiver of shareholder services fees--
Investor Class of Shares	--	--	--	--
Advisor Class of Shares	(4,709)	(6,032)	(3,349)	(3,736)

Total Waivers	(4,709)	(6,032)	(3,349)	(3,736)

Net expenses	2,333,900	2,227,716	1,164,285	1,859,915

Net investment income (net operating loss)	2,389,500	59,541	124,212	(1,031,925)

Net Realized and Unrealized Gain (Loss) on Investments, Options, Futures Contracts and Foreign Currency:
Net realized gain (loss) on investment transactions and options (identified cost basis)	(2,923,166)	(880,686)	3,515,429	(19,421,916)
Net realized gain (loss) on futures contracts (identified cost basis)	(1,608,186)	(3,911,169)	(1,778,464)	(555,769)
Net realized gain (loss) on foreign currency contracts (identified cost basis)	--	--	118	--
Net change in unrealized appreciation (depreciation) on investments, options, futures contracts and foreign currency translation	267,752	(20,388,006)	11,179,657	(13,523,212)

Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency	(4,263,600)	(25,179,861)	12,916,740	(33,500,897)

Change in net assets resulting from operations	$ (1,874,100)	$ (25,120,320)	$ 13,040,952	$ (34,532,822)

Small-Cap Growth Fund	International Stock Fund	Government Income Fund	Intermediate Bond Fund	Short-Term Income Fund	Money Market Fund

$ 170,480	$ 124,922	$ 11,712,916(2)	$ 18,549,694	$ 3,710,900	$ 42,675,108
70,584(1)	1,289,385(1)	--	--	--	--

241,064	1,414,307	11,712,916	18,549,694	3,710,900	42,675,108


520,478	1,602,234	1,419,958	1,883,441	387,972	2,300,763

127,084	272,480	469,954	780,551	161,419	2,326,773
3,035	4,865	3,365	4,216	236	164,622
52,428	154,368	187,535	298,069	65,343	628,717
28,355	59,139	48,260	57,949	28,959	121,696
66,713	49,722	73,040	67,260	41,779	319,793
10,410	91,284	31,330	43,788	12,932	165,781
9,950	19,354	12,416	10,864	10,208	86,665
7,191	7,140	7,180	7,190	7,190	7,191
2,232	2,579	2,480	2,232	1,983	1,984
10,364	22,811	9,918	8,480	7,190	24,795
3,146	3,158	3,146	3,147	3,147	3,147
554	1,054	871	1,289	586	75,587

3,035	4,865	3,365	4,216	236	197,547
2,666	6,596	5,455	9,049	2,728	22,255

847,641	2,301,649	2,278,273	3,181,741	731,908	6,447,316


--	(34,712)	(189,328)	(188,344)	(219,851)	(690,689)

--	--	(432,358)	(718,107)	(148,505)	--
(3,035)	(4,865)	(3,365)	(4,216)	(236)	--

(3,035)	(39,577)	(625,051)	(910,667)	(368,592)	(690,689)

844,606	2,262,072	1,653,222	2,271,074	363,316	5,756,627

(603,542)	(847,765)	10,059,694	16,278,620	3,347,584	36,918,481


354,912	(42,052,498)	(609,145)	515,115	92,837	--
860,908	--	--	--	--	--
(644)	(24,306)	--	--	--	--
(4,261,862)	19,905,116	2,390,508	(9,131,484)	(2,354,505)	--

(3,046,686)	(22,171,688)	1,781,363	(8,616,369)	(2,261,668)	--

$ (3,650,228)	$ (23,019,453)	$ 11,841,057	$ 7,662,251	$ 1,085,916	$ 36,918,481

(1) Net of foreign taxes withheld of $989, $57, $3,443, $1,126 and $111,898.
(2) Net of dollar roll expense of $809,489.

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

Statements of Changes in Net Assets


	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001
Increase (Decrease) in Net Assets
Operations--
Net investment income (net operating loss)	$ 2,389,500	$ 4,601,248	$ 59,541	$ 150,608
Net realized gain (loss) on investments and options transactions	(2,923,166)	19,832,156	(880,686)	(17,367,829)
Net realized gain (loss) on futures contracts	(1,608,186)	(3,441,318)	(3,911,169)	(1,892,744)
Net realized gain (loss) on foreign currency contracts	--	--	--	--
Net change in unrealized appreciation (depreciation) of investments, options, futures contracts and foreign currency translation	267,752	(11,491,423)	(20,388,006)	(108,663,462)

Change in net assets resulting from operations	(1,874,100)	9,500,663	(25,120,320)	(127,773,427)

Distributions to Shareholders--
Distributions to shareholders from net investment income
Investor Class of Shares	(2,239,742)	(4,113,180)	(137,048)	(387,709)
Advisor Class of Shares	(21,384)	(25,729)	(1,779)	(3,696)
Institutional Class of Shares	--	--	--	--
Distributions to shareholders from net realized gain on investments
Investor Class of Shares	(15,705,144)	(2,914,298)	--	(21,253,461)
Advisor Class of Shares	(154,265)	(17,420)	--	(199,698)
Institutional Class of Shares	--	--	--	--

Change in net assets resulting from distributions to shareholders	(18,120,535)	(7,070,627)	(138,827)	(21,844,564)

Capital Stock Transactions--
Proceeds from sale of shares	25,067,260	58,546,071	28,834,560	61,140,401
Net asset value of shares issued to shareholders in payment of distributions declared	16,744,806	4,633,964	90,118	21,325,052
Cost of shares redeemed	(50,727,283)	(73,256,581)	(34,639,167)	(54,975,248)

Change in net assets resulting from capital stock transactions	(8,915,217)	(10,076,546)	(5,714,489)	27,490,205

Change in net assets	(28,909,852)	(7,646,510)	(30,973,636)	(122,127,786)
Net Assets:
Beginning of period	418,279,098	425,925,608	391,682,330	513,810,116

End of period	$ 389,369,246	$ 418,279,098	$ 360,708,694	$ 391,682,330

Undistributed net investment income (accumulated net operating loss) included in net assets at end of period	$ 739,415	$ 611,041	$ 67,004	$ 146,290

Mid-Cap Value Fund
Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001


$ 124,212	$ 211,412	$ (1,031,925)	$ (1,556,489)	$ (603,542)	$ (686,789)	$ (847,765)	$ 1,453,548
3,515,429	24,875,839	(19,421,916)	7,534,050	354,912	10,664,839	(42,052,498)	(43,502,687)
(1,778,464)	(1,089,843)	(555,769)	(1,534,067)	860,908	(4,176,868)	--	--
118	--	--	--	(644)	--	(24,306)	(1,316,950)
11,179,657	3,878,691	(13,523,212)	(188,928,073)	(4,261,862)	(46,191,525)	19,905,116	(88,132,643)

13,040,952	27,876,099	(34,532,822)	(184,484,579)	(3,650,228)	(40,390,343)	(23,019,453)	(131,498,732)



(136,810)	(668,603)	--	--	--	--	--	--
(1,948)	(7,436)	--	--	--	--	--	--
--	--	--	--	--	--	--	--

(22,883,370)	(6,653,072)	(876,922)	(97,066,185)	(4,821,728)	(13,280,301)	--	(33,371,017)
(352,012)	(74,513)	(8,848)	(663,495)	(116,221)	(201,636)	--	(390,149)
--	--	--	--	--	--	--	(15,060,189)

(23,374,140)	(7,403,624)	(885,770)	(97,729,680)	(4,937,949)	(13,481,937)	--	(48,821,355)


53,168,092	75,859,768	30,919,887	75,745,858	23,289,438	42,699,451	86,560,740	247,575,054
22,643,922	7,061,197	877,761	96,392,588	4,870,966	13,289,856	--	47,791,410
(19,975,721)	(36,009,370)	(38,773,603)	(97,686,196)	(16,031,542)	(55,428,320)	(97,296,368)	(243,821,846)

55,836,293	46,911,595	(6,975,955)	74,452,250	12,128,862	560,987	(10,735,628)	51,544,618

45,503,105	67,384,070	(42,394,547)	(207,762,009)	3,540,685	(53,311,293)	(33,755,081)	(128,775,469)

175,006,999	107,622,929	336,769,147	544,531,156	107,795,735	161,107,028	359,570,929	488,346,398

$ 220,510,104	$ 175,006,999	$ 294,374,600	$ 336,769,147	$ 111,336,420	$ 107,795,735	$ 325,815,848	$ 359,570,929

$ 28,375	$ 42,921	$ (1,031,925)	$ --	$ (603,542)	$ --	$ (3,887,679)	$ (3,039,914)

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

Statements of Changes in Net Assets


	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001
Increase (Decrease) in Net Assets
Operations--
Net investment income (net operating loss)	$ 10,059,694	$ 22,684,729
Net realized gain (loss) on investment and options transactions	(609,145)	4,584,409
Net realized gain (loss) on futures contracts	--	--
Net realized gain (loss) on foreign currency contracts	--	--
Net change in unrealized appreciation (depreciation) of investments, options, futures contracts and foreign currency translation	2,390,508	8,754,436

Change in net assets resulting from operations	11,841,057	36,023,574

Distributions to Shareholders--
Distributions to shareholders from net investment income
Investor Class of Shares	(10,267,243)	(22,613,781)
Advisor Class of Shares	(70,613)	(110,393)
Institutional Class of Shares	--	--
Distributions to shareholders from net realized gain on investments
Investor Class of Shares	--	--
Advisor Class of Shares	--	--
Institutional Class of Shares	--	--

Change in net assets resulting from distributions to shareholders	(10,337,856)	(22,724,174)

Capital Stock Transactions--
Proceeds from sale of shares	37,489,363	65,432,184
Net asset value of shares issued to shareholders in payment of distributions declared	5,364,175	14,045,043
Cost of shares redeemed	(44,826,410)	(68,738,231)

Change in net assets resulting from capital stock transactions	(1,972,872)	10,738,996

Change in net assets	(469,671)	24,038,396
Net Assets:
Beginning of period	382,759,246	358,720,850

End of period	$ 382,289,575	$ 382,759,246

Undistributed net investment income (accumulated net operating loss) included in net assets at end of period	$ (705,199)	$ 265

Intermediate Bond Fund
Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001


$ 16,278,620	$ 37,399,343	$ 3,347,584	$ 7,632,931	$ 36,918,481	$ 128,213,532
515,115	1,466,569	92,837	(937,731)	--	(145,822)
--	--	--	--	--	--
--	--	--	--	--	--
(9,131,484)	22,426,317	(2,354,505)	5,233,523	--	--

7,662,251	61,292,229	1,085,916	11,928,723	36,918,481	128,067,710



(16,813,450)	(37,280,833)	(3,307,385)	(7,653,555)	(21,648,996)	(92,313,480)
(86,709)	(143,096)	(4,590)	(3,006)	(1,346,329)	(6,001,217)
--	--	--	--	(13,923,156)	(29,898,835)

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

(16,900,159)	(37,423,929)	(3,311,975)	(7,656,561)	(36,918,481)	(128,213,532)


73,050,966	161,319,013	26,964,165	42,309,425	5,053,769,154	9,007,684,945
6,912,953	17,371,080	1,572,706	4,317,480	8,124,242	30,419,965
(88,570,153)	(173,414,101)	(19,611,705)	(47,297,424)	(4,598,564,678)	(8,357,725,162)

(8,606,234)	5,275,992	8,925,166	(670,519)	463,328,718	680,379,748

(17,844,142)	29,144,292	6,699,107	3,601,643	463,328,718	680,233,926

644,092,653	614,948,361	126,104,853	122,503,210	2,739,599,431	2,059,365,505

$ 626,248,511	$ 644,092,653	$ 132,803,960	$ 126,104,853	$ 3,202,928,149	$ 2,739,599,431

$ (874,753)	$ 4,469	$ 49,795	$ (18)	$ --	$ --

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

Financial Highlights -- Advisor Class of Shares (for a share outstanding throughout each period)

Period Ended August 31,		Net asset value, beginning of period	Net investment income (net operating loss)	Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency	Total from investment operations	Distributions to shareholders from net investment income	Distributions to shareholders from net realized gain on investments, options, futures contracts and foreign currency	Total distributions	Net asset value, end of period	Total return(1)	Ratios to Average Net Assets							Net assets, end of period (000 omitted)	Portfolio turnover rate
Period Ended August 31,		Net asset value, beginning of period	Net investment income (net operating loss)		Total from investment operations	Distributions to shareholders from net investment income		Total distributions	Net asset value, end of period	Total return(1)		Expenses		Net investment income (net operating loss)		Expense waive(2)		Net assets, end of period (000 omitted)	Portfolio turnover rate
Equity Income Fund
1999	(3)	$ 15.88	0.16	0.81	0.97	(0.14)	--	(0.14)	$ 16.71	6.13%		1.17%	(4)	1.68%	(4)	0.25%	( 4)	$ 755	72%
2000		$ 16.71	0.23	(0.73)	(0.50)	(0.23)	(1.36)	(1.59)	$ 14.62	(2.80)%		1.16%		1.55%		0.25%		$ 2,081	98%
2001		$ 14.62	0.16	0.16	0.32	(0.14)	(0.10)	(0.24)	$ 14.70	2.20%		1.19%		1.09%		0.25%		$ 3,628	78%
2002	(5)	$ 14.70	0.08	(0.14)	(0.06)	(0.08)	(0.58)	(0.66)	$ 13.98	(0.35)%		1.20%	(4)	1.24%	(4)	0.25%	(4)	$ 4,267	21%
Large-Cap Growth & Income Fund
1999	(3)	$ 16.34	0.02	1.14	1.16	(0.02)	--	(0.02)	$ 17.48	7.08%		1.20%	(4)	0.15%	(4)	0.25%	(4)	$ 912	32%
2000		$ 17.48	0.03	2.72	2.75	(0.02)	(0.99)	(1.01)	$ 19.22	16.35%		1.18%		0.14%		0.25%		$ 3,615	71%
2001		$ 19.22	0.01	(4.66)	(4.65)	(0.01)	(0.81)	(0.82)	$ 13.75	(24.79)%		1.19%		0.05%		0.25%		$ 4,771	63%
2002	(5)	$ 13.75	0.00(7)	(0.89)	(0.89)	(0.01)	--	(0.01)	$ 12.85	(6.51)%		1.21%	(4)	0.03%	(4)	0.25%	(4)	$ 5,005	31%
Mid-Cap Value Fund
1999	(3)	$ 10.77	0.05	0.62	0.67	(0.04)	--	(0.04)	$ 11.40	6.22%		1.26%	(4)	0.71%	(4)	0.25%	(4)	$ 356	90%
2000		$ 11.40	0.09	0.79	0.88	(0.05)	(1.38)	(1.43)	$ 10.85	9.29%		1.33%		1.04%		0.25%		$ 1,054	94%
2001		$ 10.85	0.02	2.62	2.64	(0.07)	(0.70)	(0.77)	$ 12.72	25.80%		1.30%		0.17%		0.25%		$ 2,288	104%
2002	(5)	$ 12.72	0.01	0.86	0.87	(0.01)	(1.68)	(1.69)	$ 11.90	6.99%		1.27%	(4)	0.14%	(4)	0.25%	(4)	$ 3,436	15%
Mid-Cap Growth Fund
1999	(3)	$ 15.13	(0.02)	2.17	2.15	--	--	--	$ 17.28	14.21%		1.21%	(4)	(0.74)%	(4)	0.25%	(4)	$ 278	173%
2000		$ 17.28	(0.16)(6)	12.00	11.84	--	(1.69)	(1.69)	$ 27.43	71.91%		1.18%		(0.63)%		0.25%		$ 2,726	108%
2001		$ 27.43	(0.06)(6)	(8.67)	(8.73)	--	(4.97)	(4.97)	$ 13.73	(34.17)%		1.19%		(0.39)%		0.25%		$ 3,051	118%
2002	(5)	$ 13.73	(0.05)	(1.37)	(1.42)	--	(0.04)	(0.04)	$ 12.27	(10.39)%		1.22%	(4)	(0.68)%	(4)	0.25%	(4)	$ 3,039	88%
Small-Cap Growth Fund
1999	(3)	$ 12.73	(0.02)	(0.33)	(0.35)	--	--	--	$ 12.38	(2.75)%		1.59%	(4)	(1.03)%	(4)	0.25%	(4)	$ 394	219%
2000		$ 12.38	(0.18)(6)	7.03	6.85	--	(0.41)	(0.41)	$ 18.82	56.14%		1.59%		(1.02)%		0.25%		$ 1,771	105%
2001		$ 18.82	(0.08)(6)	(4.52)	(4.60)	--	(1.63)	(1.63)	$ 12.59	(24.23)%		1.58%		(0.70)%		0.25%		$ 2,399	287%
2002	(5)	$ 12.59	(0.07)	(0.31)	(0.38)	--	(0.58)	(0.58)	$ 11.63	(3.27)%		1.62%	(4)	(1.16)%	(4)	0.25%	(4)	$ 2,622	150%
International Stock Fund
1999	(3)	$ 12.69	0.00(7)	1.14	1.14	--	--	--	$ 13.83	8.98%		1.50%	(4)	0.13%	(4)	0.27%	(4)	$ 429	182%
2000		$ 13.83	(0.05)(6)	4.08	4.03	(0.17)	(1.36)	(1.53)	$ 16.33	28.11%		1.51%		(0.32)%		0.27%		$ 2,184	225%
2001		$ 16.33	0.04(6)	(4.03)	(3.99)	--	(1.61)	(1.61)	$ 10.73	(26.36)%		1.46%		0.34%		0.27%		$ 3,555	156%
2002	(5)	$ 10.73	(0.02)	(0.69)	(0.71)	--	--	--	$ 10.02	(6.62)%		1.49%	(4)	(0.63)%	(4)	0.27%	(4)	$ 4,008	42%
Government Income Fund
1999	(3)	$ 9.61	0.34	(0.39)	(0.05)	(0.34)	--	(0.34)	$ 9.22	(0.56)%		1.09%	(4)	5.55%	(4)	0.36%	(4)	$ 754	232%
2000		$ 9.22	0.55	(0.02)	0.53	(0.55)	--	(0.55)	$ 9.20	5.96%		1.08%		6.06%		0.35%		$ 1,491	192%
2001		$ 9.20	0.55	0.33	0.88	(0.55)	--	(0.55)	$ 9.53	9.77%		1.10%		5.81%		0.35%		$ 2,451	122%
2002	(5)	$ 9.53	0.23(8)	0.06(8)	0.29	(0.25)	--	(0.25)	$ 9.57	3.05%		1.10%	(4)	5.07%	(4) (8)	0.35%	(4)	$ 2,855	22%
Intermediate Bond Fund
1999	(3)	$ 9.53	0.35	(0.36)	(0.01)	(0.35)	--	(0.35)	$ 9.17	(0.09)%		0.94%	(4)	5.79%	(4)	0.31%	(4)	$ 953	181%
2000		$ 9.17	0.55	(0.01)	0.54	(0.55)	--	(0.55)	$ 9.16	6.10%		0.93%		6.12%		0.31%		$ 1,969	243%
2001		$ 9.16	0.53	0.35	0.88	(0.53)	--	(0.53)	$ 9.51	9.89%		0.95%		5.67%		0.31%		$ 3,230	273%
2002	(5)	$ 9.51	0.23(8)	(0.13)(8)	0.10	(0.24)	--	(0.24)	$ 9.37	1.07%		0.95%	(4)	4.96%	(4) (8)	0.31%	(4)	$ 3,486	59%
Short-Term Income Fund
2001	(9)	$ 9.26	0.46	0.28	0.74	(0.46)	--	(0.46)	$ 9.54	8.15%		0.76%		5.68%	(4)	0.59%	(4)	$ 97	79%
2002	(5)	$ 9.54	0.23(8)	(0.16)(8)	0.07	(0.23)	--	(0.23)	$ 9.38	0.73%		0.79%	(4)	4.95%	(4) (8)	0.59%	(4)	$ 381	24%
Money Market Fund
1997		$ 1.00	0.05	--	0.05	(0.05)	--	(0.05)	$ 1.00	5.04%		0.71%		4.93%		0.26%		$ 89,485	--
1998		$ 1.00	0.05	--	0.05	(0.05)	--	(0.05)	$ 1.00	5.19%		0.71%		5.12%		0.25%		$ 105,125	--
1999		$ 1.00	0.05	--	0.05	(0.05)	--	(0.05)	$ 1.00	4.67%		0.71%		4.57%		0.25%		$ 118,352	--
2000		$ 1.00	0.05	--	0.05	(0.05)	--	(0.05)	$ 1.00	5.56%		0.74%		5.44%		0.16%		$ 140,787	--
2001		$ 1.00	0.05	--	0.05	(0.05)	--	(0.05)	$ 1.00	5.00%		0.76%		4.90%		0.05%		$ 127,707	--
2002	(5)	$ 1.00	0.01	--	0.01	(0.01)	--	(0.01)	$ 1.00	1.03%		0.75%	(4)	2.03%	(4)	0.05%	(4)	$ 140,736	--

(1) Based on net asset value.
(2) This voluntary expense decrease is reflected in both the expense and net investment income (net operating loss) ratios.
(3) Reflects operations for the period from December 31, 1998 (start of performance) to August 31, 1999.
(4) Computed on an annualized basis.
(5) For the six months ended February 28, 2002 (unaudited).
(6) Per share information is based on average shares outstanding.
(7) Amount represents less than $ 0.01 per share.
(8) Effective September 1, 2001, the Government Income Fund, Intermediate Bond Fund and Short-Term Income Fund adopted the provisions of the American Institute of Certified Public Accountants ("AICPA") Audit and Accounting Guide for Investment Companies and began accreting discount/amortizing premium on long-term debt securities. The effect of this change for the six months ended February 28, 2002 was as follows:

	Net Investment Income per Share	Net Realized/Unrealized Gain/ Loss per Share	Ratio of Net Investment Income to Average Net Assets
Increase (Decrease)
Government Income Fund	$ (0.02)	$0.02	(0.13)%
Intermediate Bond Fund	(0.01)	0.01	(0.14)
Short-Term Income Fund	0.00	0.00	0.16

Per share, ratios and supplemental data for periods prior September 1, 2001 have not been restated to reflect this change in presentation.

(9) Reflects operations for the period from October 31, 2000 (start of performance) to August 31, 2001.

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

February 28, 2002 (unaudited)

Notes to Financial Statements

1. Organization

Marshall Funds, Inc. (the "Corporation") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Corporation consists of eleven diversified portfolios (individually referred to as the "Fund", or collectively as the "Funds"), ten of which are presented herein:

Portfolio Name		Investment Objective
Marshall Equity Income Fund ("Equity Income Fund")		To provide capital appreciation and above-average dividend income.
Marshall Large-Cap Growth & Income Fund ("Large-Cap Growth & Income Fund")		To provide capital appreciation and income.
Marshall Mid-Cap Value Fund ("Mid-Cap Value Fund")		To provide capital appreciation.
Marshall Mid-Cap Growth Fund ("Mid-Cap Growth Fund")		To provide capital appreciation.
Marshall Small-Cap Growth Fund ("Small-Cap Growth Fund")		To provide capital appreciation.
Marshall International Stock Fund ("International Stock Fund")		To provide capital appreciation.
Marshall Government Income Fund ("Government Income Fund")		To provide current income.
Marshall Intermediate Bond Fund ("Intermediate Bond Fund")		To maximize total return consistent with current income.
Marshall Short-Term Income Fund ("Short-Term Income Fund")		To maximize total return consistent with current income.
Marshall Money Market Fund ("Money Market Fund")		To provide current income consistent with stability of principal.

The Funds are offered in two classes of shares: Investor Class of Shares and Advisor Class of Shares. International Stock Fund and Money Market Fund offer three classes of shares: Investor Class of Shares, Advisor Class of Shares and Institutional Class of Shares. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The Financial Highlights of Investor Class of Shares and Institutional Class of Shares of the Funds are presented in separate semi-annual reports.

2. Significant Accounting Policies

Investment Income, Expenses and Distributions--Interest income and expenses are accrued daily. All discounts/premiums are accreted/amortized for financial reporting purposes as required. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair market value. The Funds offer multiple classes of shares, which differ in their respective distribution and service fees. All shareholders bear the common expenses of the Funds based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

	As of September 1, 2001			For the Six Months Ended February 28, 2002
	Cost of Investments	Undistributed Net Investment Income	Accumulated Net Realized Gain (Loss)	Net Investment Income	Net Unrealized Appreciation (Depreciation)	Net Realized Gain (Loss)
Increase (Decrease)
Government Income Fund	$ 41,338	$ (427,302)	$ 468,640	$ (248,916)	$ (11,504)	$ 260,420
Intermediate Bond Fund	(257,683)	(257,683)	--	(431,340)	229,310	202,030
Short-Term Income Fund	14,204	14,204	--	99,397	(40,320)	(59,077)

The Statement of Changes in Net Assets and Financial Highlights for prior periods have not been restated to reflect this change in presentation.

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

Withholding taxes on foreign dividends have been provided for in accordance with the applicable country's tax rules and rates.

Fund	Capital Loss Carryforward to Expire in 2002	Capital Loss Carryforward to Expire in 2003	Capital Loss Carryforward to Expire in 2004	Capital Loss Carryforward to Expire in 2005	Capital Loss Carryforward to Expire in 2006	Capital Loss Carryforward to Expire in 2007	Capital Loss Carryforward to Expire in 2008	Capital Loss Carryforward to Expire in 2009	Total Capital Loss Carryforward
Large Cap Growth & Income Fund	$ --	$ --	$ --	$ --	$ --	$ --	$ --	$ 4,529,087	$ 4,529,087
International Stock Fund	--	--	--	--	--	--	--	2,042,934	2,042,934
Government Income Fund	--	--	--	--	--	--	8,704,539	--	8,704,539
Intermediate Bond Fund	--	10,386,677	6,100,494	--	--	--	2,990,074	--	19,477,245
Short-Term Income Fund	302,405	1,898,650	556,158	545,815	618,371	952,637	222,218	928,524	6,024,778

At February 28, 2002, the Funds had outstanding futures contracts as set forth below:

Fund	Expiration Date	Contracts to Receive	Position	Unrealized Depreciation
Equity Income Fund	March 2002	25 S&P 500	Long	$ (386,565)
Large-Cap Growth & Income Fund	March 2002	75 S&P 500	Long	(1,170,695)
Mid-Cap Growth Fund	March 2002	42 Nasdaq 100	Long	(240,879)
	March 2002	23 S&P Mid-Cap 400	Long	(47,490)

Written Options Contracts--Equity Income Fund may write option contracts. A written option obligates the Fund to deliver a call, or to receive a put, for the contract amount upon exercise by the holder of the option. The value of the option contract is recorded as a liability and unrealized gain or loss is measured by the difference between the current value and the premium received. For the six months ended February 28, 2002, the Equity Income Fund had $1,648,409 in realized loss on written options.

The following is a summary of the Equity Income Fund's written option activity:

Contracts	Number of Contracts	Premium
Outstanding @ 8/31/01	10,490	$ 542,471
Options written	27,933	3,676,688
Options expired	(17,269)	(1,668,637)
Options closed	(14,560)	(2,075,901)
Options assigned	(21)	(5,032)

Outstanding @ 2/28/02	6,573	$ 469,589

At February 28, 2002, the Equity Income Fund had the following outstanding options:

Contract	Type	Expiration Date	Exercise Price	Number of Contracts	Market Value	Unrealized Appreciation (Depreciation)
Bard (C.R.) Inc.	Call	April 2002	$60.00	135	$ 9,788	$ 2,632
Boeing Co.	Call	May 2002	50.00	300	31,500	(11,100)
Deluxe Corp.	Call	April 2002	45.00	190	74,100	(54,920)
Eastman Chemical Co.	Call	March 2002	45.00	200	10,000	13,399
Emerson Electric Co.	Call	March 2002	65.00	130	1,950	5,590
Georgia Pacific Corp.	Call	April 2002	30.00	320	10,400	6,560
ITT Industries Inc.	Call	April 2002	60.00	140	16,100	(6,720)
Masco Corp.	Call	April 2002	30.00	275	9,625	550
Mellon Financial Corp.	Call	March 2002	42.50	300	1,500	23,400
Starwood Hotels & Resorts	Call	March 2002	35.00	220	34,100	(22,660)
Textron Inc	Call	April 2002	50.00	163	15,485	5,216
Alltel Corp.	Put	April 2002	50.00	250	10,625	8,875
Bard (C.R.) Inc.	Put	April 2002	40.00	300	5,250	7,950
Cooper Industries Inc.	Put	March 2002	25.00	350	6,125	17,674
Dow Chemical Co.	Put	March 2002	22.50	60	300	3,780
Duke Energy Corp.	Put	April 2002	30.00	250	13,125	12,374
El Paso Corp.	Put	April 2002	30.00	400	12,000	17,199
Household International, Inc.	Put	April 2002	35.00	350	19,250	4,549
J.P. Morgan Chase & Co.	Put	April 2002	25.00	500	32,500	3,999
Pharmacia Corp.	Put	April 2002	35.00	400	9,000	14,200
SBC Communications Inc.	Put	March 2002	35.00	300	6,000	17,400
Sprint Corp.	Put	May 2002	10.00	500	18,750	5,249
Whirlpool Corp.	Put	March 2002	55.00	200	3,500	16,900
Williams Cos., Inc.	Put	March 2002	22.50	340	244,800	(218,280)

Net Unrealized Depreciation on Written Options Contracts						$ (126,184)

Settlement Date		Foreign Currency Units to Receive		In Exchange		Contracts at Value		Unrealized Depreciation
Contract Purchased:
3/1/02		765,297 Euro Dollar		$ 663,359		$ 662,670		$ (689)

As of February 28, 2002, the value of securities loaned, the payable on collateral due to broker and the value of reinvested cash collateral securities were as follows:

Fund	Market Value of Securities Loaned	Payable on Collateral Due to Broker	Reinvested Collateral Securities
Equity Income Fund	$ 36,099,768	$ 37,378,638	$ 37,378,638
Large-Cap Growth & Income Fund	29,494,804	30,539,686	30,539,686
Mid-Cap Value Fund	16,882,322	17,480,395	17,480,395
Mid-Cap Growth Fund	55,273,830	57,231,960	57,231,960
Small-Cap Growth Fund	22,253,278	23,041,621	23,041,621
International Stock Fund	11,853,475	12,273,398	12,273,398
Government Income Fund	112,193,274	116,167,831	116,167,831
Intermediate Bond Fund	97,091,948	100,531,524	100,531,524

Individual reinvested cash collateral securities at February 28, 2002 are as follows:

Investments	Equity Income Fund	Large-Cap Growth & Income Fund	Mid-Cap Value Fund	Mid-Cap Growth Fund	Small-Cap Growth Fund	International Stock Fund	Government Income Fund	Intermediate Bond Fund	Total
Provident Money Market Fund	$ 235,563	192,463	$ 110,163	$ 360,681	$ 145,210	$ 77,348	$ 732,100	$ 633,558	$ 2,487,086
Merrimac Money Market Fund	4,787,443	3,911,513	2,238,883	7,330,250	2,951,163	1,571,973	14,878,737	12,876,044	50,546,006
Dreyfus Cash Management Plus MMKT	12,222,060	9,985,861	5,715,736	18,713,695	7,534,145	4,013,152	37,984,535	32,871,779	129,040,963
Dreyfus Cash Management Plus	2,066,766	1,688,622	966,539	3,164,511	1,274,034	678,629	6,423,236	5,558,661	21,820,998
Nationsbank Inst. Reserves MMKT	4,735,729	3,869,260	2,214,698	7,251,068	2,919,284	1,554,992	14,718,014	12,736,955	50,000,000
JP Morgan Master Note	1,231,289	1,006,008	575,821	1,885,278	759,014	404,298	3,826,684	3,311,608	13,000,000
Danaher Corp. Master Note	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
Wisconsin Public Service Master Note	947,146	773,852	442,939	1,450,214	583,857	310,998	2,943,603	2,547,391	10,000,000
Monumental Life Ins. Master Note	1,420,719	1,160,778	664,410	2,175,320	875,785	466,497	4,415,404	3,821,087	15,000,000
Four Winds Funding LLC	1,894,291	1,547,704	885,879	2,900,427	1,167,714	621,997	5,887,206	5,094,782	20,000,000
Washington Mutual Bank FA	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
American Honda Finance	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
Bendix Comm. Vehicle System	1,420,719	1,160,778	664,410	2,175,320	875,785	466,498	4,415,404	3,821,086	15,000,000
Household Finance Corp.	1,373,361	1,122,085	642,262	2,102,810	846,593	450,948	4,268,224	3,693,717	14,500,000
Questar Corp.	781,395	638,428	365,425	1,196,426	481,682	256,574	2,428,472	2,101,598	8,250,000

Additional information on each restricted security held by the Money Market Fund at February 28, 2002 is as follows:

Security	Acquisition Date	Acquisition Cost
ABB Capital USA	11/21/2001	$ 75,000,000
GE Life & Annuity Funding Agreement	4/20/2001	75,000,000
Monumental Life Funding Agreement	7/23/2001	40,000,000
Monumental Life Funding Agreement	5/17/2000	10,000,000
Monumental Life Funding Agreement	2/5/2001	25,000,000
Travelers Insurance Company	2/19/2002	50,000,000

Other--Investment transactions are accounted for on a trade date basis.

3. Capital Stock

Fund		Capital Paid-In
Equity Income Fund		$ 325,190,308
Large-Cap Growth & Income Fund		315,319,845
Mid-Cap Value Fund		186,051,190
Mid-Cap Growth Fund		333,814,743
Small-Cap Growth Fund		113,511,871
International Stock Fund		420,047,605
Government Income Fund		380,251,653
Intermediate Bond Fund		652,303,333
Short-Term Income Fund		140,419,560
Money Market Fund		3,203,073,971

Transactions in capital stock were as follows:

	Equity Income Fund						Large-Cap Growth & Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		1,737,841	$23,934,938		3,753,785	$56,629,266		2,108,833	$27,819,952		3,640,354	$58,100,434
Shares issued to shareholders in payment of distributions declared		1,191,637	16,576,864		303,974	4,592,039		7,255	88,166		1,316,487	21,124,005
Shares redeemed		(3,590,932)	(50,234,316)		(4,837,092)	(72,875,722)		(2,573,756)	(34,178,398)		(3,357,098)	(54,334,387)

Net change resulting from Investor Class of Shares transactions		(661,454)	$(9,722,514)		(779,333)	$(11,654,417)		(457,668)	$(6,270,280)		1,599,743	$24,890,052

	Equity Income Fund						Large-Cap Growth & Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		81,483	$ 1,132,322		126,934	$ 1,916,805		77,094	$ 1,014,608		188,189	$ 3,039,967
Shares issued to shareholders in payment of distributions declared		12,087	167,942		2,779	41,925		159	1,952		12,534	201,047
Shares redeemed		(35,156)	(492,967)		(25,214)	(380,859)		(34,732)	(460,769)		(41,770)	(640,861)

Net change resulting from Advisor Class of Shares transactions		58,414	$ 807,297		104,499	$ 1,577,871		42,521	$ 555,791		158,953	$ 2,600,153

Net change resulting from Fund Share transactions		(603,040)	$(8,915,217)		(674,834)	$(10,076,546)		(415,147)	$(5,714,489)		1,758,696	$27,490,205

	Mid-Cap Value Fund								Mid-Cap Growth Fund
	Six Months Ended February 28, 2002				Year Ended August 31, 2001				Six Months Ended February 28, 2002				Year Ended August 31, 2001
Investor Class of Shares		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount
Shares sold		4,395,257		$52,116,396		6,132,824		$74,762,587		2,367,720		$30,476,549		4,141,183		$73,753,844
Shares issued to shareholders in payment of distributions declared		1,892,346		22,305,472		665,231		6,982,264		62,977		869,078		6,070,360		95,729,696
Shares redeemed		(1,624,332	)	(19,871,934	)	(3,039,567	)	(35,807,926	)	(3,000,209	)	(38,646,207	)	(5,654,242	)	(97,229,757	)

Net change resulting from Investor Class of Shares transactions		4,663,271		$54,549,934		3,758,488		$45,936,925		(569,512	)	$(7,300,580	)	4,557,301		$72,253,783

	Mid-Cap Value Fund						Mid-Cap Growth Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		88,723	$ 1,051,696		92,317	$ 1,097,181		34,640	$ 443,338		111,226	$ 1,992,014
Shares issued to shareholders in payment of distributions declared		28,717	338,450		7,508	78,933		629	8,683		42,035	662,892
Shares redeemed		(8,611)	(103,787)		(17,047)	(201,444)		(9,832)	(127,396)		(30,405)	(456,439)

Net change resulting from Advisor Class of Shares transactions		108,829	$ 1,286,359		82,778	$ 974,670		25,437	$ 324,625		122,856	$ 2,198,467

Net change resulting from Fund Share transactions		4,772,100	$55,836,293		3,841,266	$46,911,595		(544,075)	$(6,975,955)		4,680,157	$74,452,250

	Small-Cap Growth Fund						International Stock Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		1,840,251	$21,978,355		2,979,586	$41,362,567		6,883,281	$ 68,399,026		15,212,008	$ 195,353,624
Shares issued to shareholders in payment of distributions declared		386,178	4,757,712		1,065,835	13,088,446		--	--		2,469,820	32,972,095
Shares redeemed		(1,246,982)	(15,046,517)		(4,143,430)	(55,181,701)		(8,048,998)	(80,450,982)		(16,197,785)	(209,170,751)

Net change resulting from Investor Class of Shares transactions		979,447	$11,689,550		(98,009)	$ (730,688)		(1,165,717)	$(12,051,956)		1,484,043	$ 19,154,968

	Small-Cap Growth Fund						International Stock Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		109,370	$ 1,311,083		98,880	$1,336,884		773,541	$7,566,835		420,204	$5,315,028
Shares issued to shareholders in payment of distributions declared		9,193	113,254		16,402	201,410		--	--		28,817	384,702
Shares redeemed		(83,531)	(985,025)		(18,911)	(246,619)		(705,028)	(7,044,585)		(251,427)	(2,851,448)

Net change resulting from Advisor Class of Shares transactions		35,032	$ 439,312		96,371	$1,291,675		68,513	$522,250		197,594	$2,848,282

Net change resulting from Fund Share transactions		1,014,479	$12,128,862		(1,638)	$ 560,987

	International Stock Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Institutional Class of Shares		Shares	Amount		Shares	Amount
Shares sold		1,045,591	$ 10,594,879		3,484,294	$ 46,906,402
Shares issued to shareholders in payment of distributions declared		--	--		1,078,820	14,434,613
Shares redeemed		(993,234)	(9,800,801)		(2,661,048)	(31,799,647)

Net change resulting from Institutional Class of Shares transactions		52,357	$ 794,078		1,902,066	$ 29,541,368

Net change resulting from Fund Share transactions		(1,044,847)	$ (10,735,628)		3,583,703	$ 51,544,618

	Government Income Fund						Intermediate Bond Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		3,733,797	$35,619,676		6,866,098	$64,422,793		7,555,420	$71,348,607		17,120,862	$ 159,975,612
Shares issued to shareholders in payment of distributions declared		555,357	5,316,621		1,484,020	13,955,058		724,425	6,846,481		1,847,000	17,238,638
Shares redeemed		(4,536,867)	(43,301,176)		(7,287,114)	(68,532,104)		(9,208,301)	(87,108,706)		(18,527,594)	(173,100,999)

Net change resulting from Investor Class of Shares transactions		(247,713)	$(2,364,879)		1,063,004	$ 9,845,747		(928,456)	$(8,913,618)		440,268	$ 4,113,251

	Government Income Fund						Intermediate Bond Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001			Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount
Shares sold		195,782	$ 1,869,687		107,402	$ 1,009,391		180,711	$ 1,702,359		143,925	$1,343,401
Shares issued to shareholders in payment of distributions declared		4,968	47,554		9,562	89,985		7,034	66,472		14,177	132,442
Shares redeemed		(159,551)	(1,525,234)		(21,965)	(206,127)		(155,387)	(1,461,447)		(33,510)	(313,102)

Net change resulting from Advisor Class of Shares transactions		41,199	$ 392,007		94,999	$ 893,249		32,358	$ 307,384		124,592	$1,162,741

Net change resulting from Fund Share transactions		(206,514)	$(1,972,872)		1,158,003	$10,738,996		(896,098)	$(8,606,234)		564,860	$5,275,992

	Short-Term Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		2,815,219	$ 26,676,985		4,478,636	$ 42,170,518
Shares issued to shareholders in payment of distributions declared		165,760	1,569,432		458,652	4,314,479
Shares redeemed		(2,071,098)	(19,608,704)		(5,022,532)	(47,251,221)

Net change resulting from Investor Class of Shares transactions		909,881	$ 8,637,713		(85,244)	$ (766,224)

	Short-Term Income Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001(1)
Advisor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		30,463	$ 287,180		14,727	$ 138,907
Shares issued to shareholders in payment of distributions declared		346	3,274		317	3,001
Shares redeemed		(320)	(3,001)		(4,889)	(46,203)

Net change resulting from Advisor Class of Shares transactions		30,489	$ 287,453		10,155	$ 95,705

Net change resulting from Fund Share transactions		940,370	$ 8,925,166		(75,089)	$ (670,519)

	Money Market Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Investor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		2,980,620,494	$ 2,980,620,494		5,349,844,467	$ 5,349,844,467
Shares issued to shareholders in payment of distributions declared		6,040,913	6,040,913		22,470,409	22,470,409
Shares redeemed		(2,657,272,337)	(2,657,272,337)		(5,451,687,216)	(5,451,687,216)

Net change resulting from Investor Class of Shares transactions		329,389,070	$ 329,389,070		(79,372,340)	$ (79,372,340)

	Money Market Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Advisor Class of Shares		Shares	Amount		Shares	Amount
Shares sold		167,449,786	$ 167,449,786		440,122,578	$ 440,122,578
Shares issued to shareholders in payment of distributions declared		1,168,762	1,168,762		5,940,215	5,940,215
Shares redeemed		(155,588,955)	(155,588,955)		(459,131,150)	(459,131,150)

Net change resulting from Advisor Class of Shares transactions		13,029,593	$ 13,029,593		(13,068,357)	$ (13,068,357)

	Money Market Fund
	Six Months Ended February 28, 2002			Year Ended August 31, 2001
Institutional Class of Shares		Shares	Amount		Shares	Amount
Shares sold		1,905,698,874	$ 1,905,698,874		3,217,717,900	$ 3,217,717,900
Shares issued to shareholders in payment of distributions declared		914,567	914,567		2,009,341	2,009,341
Shares redeemed		(1,785,703,386)	(1,785,703,386)		(2,446,906,796)	(2,446,906,796)

Net change resulting from Institutional Class of Shares transactions		120,910,055	$ 120,910,055		772,820,445	$ 772,820,445

Net change resulting from Fund Share transactions		463,328,718	$ 463,328,718		680,379,748	$ 680,379,748

(1) For the period from October 31, 2000 (start of performance) to August 31, 2001.

4. Investment Adviser Fee and Other Transactions with Affiliates

Fund		Annual Rate
Equity Income Fund		0.75%
Large-Cap Growth & Income Fund		0.75%
Mid-Cap Value Fund		0.75%
Mid-Cap Growth Fund		0.75%
Small-Cap Growth Fund		1.00%
International Stock Fund		1.00%
Government Income Fund		0.75%
Intermediate Bond Fund		0.60%
Short-Term Income Fund		0.60%
Money Market Fund		0.15%

Maximum Fee		Fund's ADNA
0.100%		on the first $250 million
0.095%		on the next $250 million
0.080%		on the next $250 million
0.060%		on the next $250 million
0.040%		on the next $500 million
0.020%		on assets in excess of $1.5 billion

Federated Administrative Services is the sub-administrator and will be paid by M&I Trust Company, not by the Funds.

General--Certain of the Officers and Directors of the Corporation are Officers and Directors or Trustees of one or more of the above companies.

5. Investment Transactions

Purchases and sales of investments, excluding short-term securities and long-term U.S. government securities, for the six months ended February 28, 2002, were as follows:

Fund	Purchases	Sales
Equity Income Fund	$ 81,737,263	$ 91,374,643
Large-Cap Growth & Income Fund	108,682,076	100,238,135
Mid-Cap Value Fund	59,882,591	25,431,525
Mid-Cap Growth Fund	238,757,257	243,737,657
Small-Cap Growth Fund	157,491,302	144,801,742
International Stock Fund	133,741,264	154,474,955
Intermediate Bond Fund	147,628,411	123,512,250
Short-Term Income Fund	4,397,577	8,697,887

Purchases and sales of long-term U.S. government securities, for the six months ended February 28, 2002, were as follows:

Fund	Purchases	Sales
Equity Income Fund	$ 0	$ 4,027,569
Large-Cap Growth & Income Fund	1,695,686	6,363,708
Government Income Fund	88,240,018	105,659,068
Intermediate Bond Fund	203,755,469	244,287,227
Short-Term Income Fund	29,511,457	18,353,768

Directors

John M. Blaser

John DeVincentis

Duane E. Dingmann

James Mitchell

Barbara J. Pope

David W. Schulz

Officers

John M. Blaser
President

John D. Boritzke
Vice President

William A. Frazier
Vice President

Brooke J. Billick
Secretary

Lori K. Hoch
Assistant Secretary

Ann K. Peirick
Treasurer

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

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Funds' prospectus, which contains facts concerning each Fund's objective and policies, management fees, expenses, and other information.

[Logo of Marshall Funds]

Marshall Funds Investor Services
P.O. Box 1348
Milwaukee,Wisconsin 53201-1348
800-580-FUND(3863)
TDD: Speech and Hearing Impaired Services
800-209-3520
www.marshallfunds.com
Federated Securities Corp., Distributor G01126-02(4/02)
M&I Investment Management Corp., Investment Adviser
©2002 Marshall Funds, Inc.

321-313

[Logo of Marshall Funds]

The Marshall Funds Family

Semi-Annual Report

The Institutional Class of Shares
(Class I)

Marshall International Stock Fund

February 28, 2002

President's Message		1
Commentary		2
Financial Information
Portfolio of Investments		4
Statements of Assets and Liabilities		7
Statements of Operations		8
Statements of Changes in Net Assets		9
Financial Highlights		10
Notes to Financial Statements		11
Directors & Officers		15

[Logo of Marshall Funds]

Dear Shareholders:

The inherent flaw in this simplistic advice is that buying low and selling high suffers from the same challenges of "timing the market" that academics tell us is very difficult, if not impossible:

Finding an investment before its significant rise in value.
Knowing when to get out, especially if its value has been inflated by market euphoria.
And finally, even if you successfully get out, you are faced with the next challenge of determining when to get back into the next investment, or the market in general.

As you reflect on your own investment approach, consider how you address each of the following investment disciplines:

Diversify--your long-term portfolios should include stocks, bonds and cash, domestic and international stocks, large, mid and small cap stocks, and both value and growth investment styles.
Be patient--an allocation strategy by design should not result in every investment doing well at the same time; they more likely should take turns performing well.
Appreciate relative performance--a fund's absolute performance may be negative, but still be ranked at the top of its competitive peer group. A sound asset allocation strategy suggests keeping such a fund because different investment categories often succeed at different times. Selling all funds with negative one-year returns will likely result in a portfolio consisting of only cash.

Sincerely,

/s/ John M. Blaser

John M. Blaser
President

Semi-Annual Report--Commentary

Marshall International Stock Fund

Fund Performance

For the six-months ended February 28, 2002, the Fund provided a total return of (6.41)%,** compared with a total return of (8.33)% by the Morgan Stanley Capital International Europe, Australasia and Far East Index (EAFE) and (5.97)% for the Lipper International Funds Index (LIFI).***

Global Slowdown Worsens, Then Improves

Early in this reporting period, nations and their economies were rocked by the terrorist incidents of September 11. For a few weeks after the attacks, stock values fell, and economic activity stalled as observers around the globe assessed the situation.

As weeks and months passed, however, economic activity in most regions experienced a rebound, and markets rallied. While signs do not point to a roaring rally, there are significant indications that most economies are recovering from their slowdown. Japan remains an exception, still mired in recession. It appears that significant structural reforms will be needed for that economy to recover, and the timetable for such changes seems unclear at best.

Positioning Holds Reasonably Steady

Over the six month reporting period, we made only small changes to the Fund's positioning. Our overweighting in consumer discretionary, materials, and financial stocks contributed to our outperformance relative to our benchmark index (EAFE). Our holdings in the leisure sector, a subset of consumer discretionary stocks, were hurt severely in the aftermath of September 11, but have since recovered to become among our strongest performers.

With regard to the telecommunications and technology sectors, the Fund remains slightly underweight. There is still significant overcapacity in many areas of technology, particularly telecommunications, however some sub-egments possess attractive characteristics and valuations that meet our criteria for investment. We currently find wireless telecommunication providers in emerging markets and outsourcing companies to be attractive investments.

Looking Ahead

We anticipate keeping the Fund's positioning in very similar posture going forward. We are starting to see a fairly steady stream of data indicating economic recovery in most parts of the world and believe the portfolio is positioned to benefit from that recovery. Although some stocks have already started to appreciate in response to this change, many valuations remain attractive, and we believe there is still significant upside potential.

Sincerely,

/s/ Daniel R. Jaworski

Daniel R. Jaworski, CFA
Manager, Marshall International Stock Fund

[Photo of Daniel R. Jaworski]

* Foreign investing involves special risks including currency risk, increased volatility of foreign securities, and differences in auditing and other financial standards.

** Past performance is no guarantee of future results. The line graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions of the redemption of the Fund shares. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost.

*** The EAFE and the LIFI are not adjusted to reflect sales charges, expenses or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund's performance. These indexes are unmanaged. Actual investments may not be made in an index. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. The EAFE is an unmanaged market capitalization-weighted equity index comprising 20 of the 48 countries in the Morgan Stanley Capital International universe and representing the developed world outside of North America. They do not reflect sales charges.

† These amounts included cash equivalents of 4.7% and 1.2%, respectively.

February 28, 2002 (unaudited)

Portfolio of Investments

International Stock Fund

Shares			Description		Value
		Common Stocks -- 95.4%
		Australia -- 1.1%
			Banks -- 0.6%
	110,400		National Australia Bank Ltd., Melbourne	$	2,042,581
			Construction Materials -- 0.2%
	164,100		Brambles Industries Ltd.		771,967
			Insurance -- 0.3%
	92,100		AMP Ltd.		893,660

			Total Australia		3,708,208
		Belgium -- 1.5%
			Banks -- 1.5%
	320,000		Dexia		4,804,705
		Bermuda -- 1.1%
			IT Consulting & Services -- 1.1%
	140,500		(2)Accenture Ltd.		3,679,695
		Brazil -- 2.1%
			Banks -- 0.5%
	65,400		Unibanco-Uniao de Bancos Brasileiros SA, GDR		1,582,680
			Metals & Mining -- 0.9%
	117,550		Companhia Vale Do Rio Doce, ADR		2,991,647
			Oil & Gas Integrated -- 0.7%
	92,600		Petroleo Brasileiro SA, ADR		2,268,700

			Total Brazil		6,843,027
		Canada -- 2.0%
			Banks -- 1.0%
	96,400		Royal Bank of Canada, Montreal		3,045,759
			Financial Services -- 0.4%
	52,800		Manulife Financial Corp.		1,365,234
			Metal-Aluminum -- 0.6%
	49,600		Alcan, Inc.		2,010,784

			Total Canada		6,421,777
		Finland -- 1.2%
			IT Consulting & Services -- 0.3%
	33,700		TietoEnator OYJ		857,916
			Telecommunications -- 0.9%
	150,100		Nokia Oyj, Class A, ADR		3,117,577

			Total Finland		3,975,493
		France -- 8.3%
			Automotive -- 0.5%
	38,600		Peugeot SA		1,681,214
			Banks -- 0.9%
	60,200		BNP Paribas SA		2,921,728
			Construction Equipment -- 0.7%
	18,500		Technip		2,329,184
			Construction Materials -- 0.5%
	18,110		Lafarge SA		1,560,304
			Domestic & International Oil -- 1.8%
	39,400		Total Fina SA, Class B		5,796,385
			Healthcare -- 1.0%
	46,100		Aventis SA		3,422,967
			Leisure & Recreation -- 0.0%
	1,200		Societe Television Francaise 1		27,972
			Media -- 0.4%
	30,400		Vivendi Universal SA		1,181,392
			Metals & Mining -- 0.8%
	53,700		Pechiney SA, Class A		2,766,680
			Pharmaceuticals & Healthcare -- 0.5%
	23,600		Sanofi Synthelabo SA		1,551,034
			Water Treatment -- 1.2%
	56,600		Suez SA		1,578,120
	72,000		(1)(2)Vivendi Environment		2,275,585
	48,300		(1)Vivendi Environment, Warrants		16,729

			Total		3,870,434

			Total France		27,109,294
		Germany -- 5.0%
			Automotive -- 1.3%
	111,300		Bayerische Motoren Werke AG		4,105,560
			Drugs -- 0.8%
	45,000		Schering AG		2,691,347
			Healthcare -- 0.6%
	38,762		Fresenius Medical Care AG		2,005,785
			Household Product/Wares -- 0.6%
	29,000		Adidas-Salomon AG		1,881,825
			Insurance -- 1.4%
	9,760		Allianz AG		2,197,054
	10,390		Muenchener Rueckversicherungs-Gesellschaft AG		2,537,069

			Total		4,734,123
			Oil & Gas Products -- 0.3%
	18,800		E.On AG		924,154

			Total Germany		16,342,794
		Hong Kong -- 1.5%
			Telecommunications -- 1.5%
	1,059,000		(2)China Mobile (Hong Kong) Ltd.		3,055,101
	126,600		(2)China Mobile (Hong Kong) Ltd., ADR		1,825,572

			Total Hong Kong		4,880,673
		Ireland -- 2.4%
			Banks -- 1.4%
	474,100		Bank of Ireland		4,659,437
			Construction Materials -- 1.0%
	191,400		CRH PLC		3,198,651

			Total Ireland		7,858,088
		Israel -- 0.3%
			Computers Services -- 0.3%
	33,500		(2)Check Point Software Technologies Ltd.		935,320
		Italy -- 4.8%
			Insurance -- 1.5%
	112,100		Assicurazioni Generali		2,779,039
	188,000		Riunione Adriatica di Sicurta SpA		2,197,654

			Total		4,976,693
			Media -- 1.1%
	434,600		Mediaset SpA		3,511,066
			Oil & Gas Products -- 1.2%
	270,700		(1)ENI SpA		3,712,881
			Telecommunications -- 1.0%
	639,800		Telecom Italia SpA		3,324,016

			Total Italy		15,524,656
		Japan -- 10.7%
			Air Freight & Couriers -- 0.7%
	144,000		Yamato Transport		2,272,921
			Automotive -- 2.3%
	42,900		Honda Motor Co., Ltd.		1,712,862
	902,000		(1)Nissan Motor Co., Ltd.		5,876,682

			Total		7,589,544
			Broadcasting & Cable TV -- 0.4%
	1,612		(2)Sky Perfect Communications, Inc.		1,359,424
			Chemical -- 0.5%
	41,000		Takeda Chemical Industries, Ltd.		1,661,480
			Construction & Engineering -- 0.7%
	329,000		JGC Corp.		2,217,150
			Financial Services -- 0.8%
	234,000		(1)Daiwa Securities Co., Ltd.		1,416,277
	99,000		Nomura Securities Co., Ltd.		1,130,415

			Total		2,546,692
			Household Products -- 0.7%
	125,000		Kao Corp.		2,346,170
			Leisure & Recreation -- 1.3%
	5,300		Nintendo Corp. Ltd.		780,790
	209,700		(1)(2)Sega Enterprises		3,270,816

			Total		4,051,606
			Office Equipment -- 0.9%
	154,700		Ricoh Co., Ltd.		2,741,987
			Pharmaceuticals & Healthcare -- 0.5%
	145,200		Terumo Corp.		1,763,054
			Telecommunications -- 1.9%
	13,460		Nippon Television Network Corp.		2,746,344
	331		NTT DoCoMo, Inc.		3,433,636

			Total		6,179,980

			Total Japan		34,730,008
		Korea, Republic of -- 4.4%
			Automotive -- 1.0%
	113,600		Hyundai Motor Co., Ltd.		3,135,456
			Banks -- 0.5%
	31,944		Kookmin Bank		1,402,440
	8,574		(2)Kookmin Bank, ADR		380,943

			Total		1,783,383
			Electronics -- 1.0%
	12,580		Samsung Electronics Co.		3,271,868
			Metals & Mining -- 0.6%
	71,000		Pohang Iron and Steel Co. Ltd., ADR		1,968,120
			Telecommunications -- 1.3%
	118,800		Korea Telecom Corp., ADR		2,649,240
	51,200		(2)KT Freetel		1,626,691

			Total		4,275,931

			Total Korea, Republic of		14,434,758
		Mexico -- 4.5%
			Beverages & Foods -- 0.8%
	26,300		(2)Fomento Economico Mexicano, SA de CV, ADR		1,046,740
	712,300		Grupo Modelo, SA de CV, Class C		1,709,520

			Total		2,756,260
			Broadcasting & Cable TV -- 1.2%
	87,700		(2)Grupo Televisa SA, GDR		3,779,870
			Financial Services -- 1.0%
	2,984,800		Grupo Financiero BBVA Bancomer, SA de CV		3,110,734
			Retail -- 0.3%
	371,900		Wal-Mart de Mexico SA de CV		1,092,265
			Telecommunications -- 1.2%
	101,100		Telefonos de Mexico, SA de CV, Class L, ADR		3,871,119

			Total Mexico		14,610,248
		Netherlands -- 8.5%
			Beverages & Foods -- 0.6%
	44,800		Heineken NV		1,826,730
			Chemicals -- 1.1%
	81,500		Akzo Nobel NV		3,599,113
			Domestic & International Oil -- 2.2%
	139,400		Royal Dutch Petroleum Co.		7,200,139
			Financial Services -- 2.0%
	266,200		ING Group NV		6,336,515
			Food & Drug Retailing -- 1.0%
	145,600		(1)Ahold NV		3,359,899
			Insurance -- 0.6%
	95,800		Aegon NV		2,087,103
			Transportation -- 1.0%
	162,400		TPG NV		3,343,994

			Total Netherlands		27,753,493
		Portugal -- 0.7%
			Telecommunications -- 0.7%
	322,200		Portugal Telecom, SGPS SA		2,273,792
		Singapore -- 1.6%
			Electrical Equipment -- 1.0%
	227,200		(2)Flextronics International Ltd.		3,258,048
			Transportation -- 0.6%
	283,000		Singapore Airlines Ltd.		2,101,734

			Total Singapore		5,359,782
		South Africa -- 0.7%
			Banks -- 0.4%
	492,100		Standard Bank Investment Corp.		1,184,273
			Paper & Forest Products -- 0.3%
	80,300		Sappi Ltd.		1,068,878

			Total South Africa		2,253,151
		Spain -- 0.9%
			Broadcasting & Cable TV -- 0.9%
	131,304		(2)Sogecable SA		2,984,523
		Sweden -- 2.5%
			Banks -- 0.8%
	461,100		Nordbanken Holding AB		2,400,393
			Household Product/Wares -- 0.9%
	166,600		Electrolux AB, Class B		2,991,738
			Paper & Forest Products -- 0.8%
	80,200		Svenska Cellulosa AB, Class B		2,577,805

			Total Sweden		7,969,936
		Switzerland -- 6.1%
			Banks -- 2.2%
	84,300		Credit Suisse Group		2,916,287
	91,200		UBS AG		4,223,611

			Total		7,139,898
			Beverages & Foods -- 1.5%
	22,600		Nestle SA		4,997,592
			Construction Materials -- 0.5%
	7,890		Holcim Ltd.		1,654,370
			Food & Drug Retailing -- 0.5%
	2,230		Serono SA		1,686,973
			Insurance -- 1.0%
	34,400		Swiss Re		3,096,323
			Pharmaceuticals & Healthcare -- 0.4%
	31,000		Novartis AG		1,178,932

			Total Switzerland		19,754,088
		Taiwan -- 0.8%
			Electrical Equipment -- 0.8%
	165,600		(2)Taiwan Semiconductor Manufacturing Co., ADR		2,691,003
		United Kingdom -- 21.7%
			Aerospace & Defense -- 0.5%
	356,000		BAE Systems PLC		1,600,138
			Banks -- 2.4%
	51,800		Barclays PLC		1,519,246
	148,600		HSBC Holdings PLC		1,622,548
	95,300		Royal Bank of Scotland PLC, Edinburgh		2,333,034
	252,100		Standard Chartered PLC		2,462,245

			Total		7,937,073
			Beverages & Foods -- 1.3%
	352,600		Diageo PLC		4,186,411
			Business Services -- 0.6%
	664,900		Hays PLC		1,856,110
			Domestic & International Oil -- 1.0%
	406,200		BP Amoco PLC		3,344,384
			Electric Utilities -- 0.5%
	463,400		Innogy Holdings PLC		1,678,418
			Financial Services -- 0.4%
	104,500		Amvescap PLC		1,259,928
			Gas Distribution -- 0.4%
	308,700		BG Group PLC		1,276,271
			Healthcare Equipment & Supplies -- 0.3%
	150,300		Smith & Nephew PLC		905,532
			Insurance -- 0.4%
	137,900		CGNU PLC		1,398,513
			Leisure & Recreation -- 2.2%
	170,400		Bass PLC		1,700,414
	1,151,000		Hilton Group PLC		3,627,943
	333,800		(2)P&O Princess Cruises PLC		1,934,419

			Total		7,262,776
Shares or Principal Amount			Description		Value
			Media -- 0.8%
	249,900		WPP Group PLC	$	2,627,964
			Metals & Mining -- 0.9%
	71,100		Johnson Matthey PLC		934,615
	102,400		Rio Tinto PLC		2,058,164

			Total		2,992,779
			MultiMedia -- 1.5%
	238,400		Pearson PLC		2,628,338
	239,000		Reed International PLC		2,140,054

			Total		4,768,392
			Pharmaceuticals & Healthcare -- 1.7%
	227,344		(2)GlaxoSmithKline PLC		5,539,889
			Restaurants & Leisure -- 1.3%
	595,200		(2)Compass Group PLC		4,054,994
			Retail -- 2.9%
	1,284,009		Kingfisher PLC		6,878,402
	182,900		Next PLC		2,459,817

			Total		9,338,219
			Telecommunications -- 1.1%
	1,980,521		Vodafone Group PLC		3,744,153
			Tobacco -- 1.5%
	534,700		British American Tobacco PLC		4,904,957

			Total United Kingdom		70,676,901
		United States -- 1.0%
			Insurance -- 0.6%
	70,900		Aflac, Inc.		1,822,130
			Oil & Gas Products -- 0.4%
	50,400		Transocean Sedco Forex, Inc.		1,411,704

			Total United States		3,233,834

		Total Common Stocks (identified cost $314,150,347)			310,809,247
		(3)Repurchase Agreement -- 4.7%
$	15,411,000		State Street Corp., 0.850%, dated 2/28/2002, due 3/1/2002 (at amortized cost)		15,411,000

		Total Investments (identified cost $329,561,347)(4)		$	326,220,247

(1) Certain shares or principal amounts are temporarily on loan to unaffiliated broker-dealers.

(2) Non-income producing.

(3) The repurchase agreement is fully collateralized by U.S. government and/or agency obligations based on current market prices.

(4) The cost of investments for federal tax purposes amounts to $329,561,347. The net unrealized depreciation of investments on a federal tax basis amounts to $3,341,100 which is comprised of $27,465,325 appreciation and $30,806,425 depreciation at February 28, 2002.

Note: The categories of investments are shown as a percentage of net assets ($325,815,848) at February 28, 2002.

The following acronyms are used throughout this report:

ADR--American Depositary Receipt

GDR--Global Depositary Receipt

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

February 28, 2002 (unaudited)

Statement of Assets and Liabilities

	International Stock Fund
Assets:
Investments in securities, at value	$	310,809,247
Investments in repurchase agreements		15,411,000
Short-term investments held as collateral for securities lending		12,273,398
Cash		207
Cash denominated in foreign currencies (identified cost, $6,064)		6,056
Income receivable		635,698
Receivable for shares sold		7,314

Total assets		339,142,920

Liabilities:
Payable for investments purchased		662,670
Payable on collateral due to broker		12,273,398
Net payable for foreign currency exchange contracts		689
Accrued expenses		390,315

Total liabilities		13,327,072

Total Net Assets	$	325,815,848

Net Assets Consist of:
Paid-in-capital		420,047,605
Net unrealized depreciation on investments and foreign currency translation		(3,345,922	)
Accumulated net realized loss on investments and foreign currency translation		(86,998,156	)
Accumulated net operating loss		(3,887,679	)

Total Net Assets	$	325,815,848

Net Asset Value, Offering Price and Redemption Proceeds Per Share
Investor Class of Shares:
Net Asset Value and Redemption proceeds Per Share	$	10.03
Offering Price Per Share	$	10.03
Advisor Class of Shares:
Net Asset Value and Redemption proceeds Per Share	$	10.02
Offering Price Per Share	$	10.63	*
Institutional Class of Shares:
Net Asset Value and Redemption proceeds Per Share	$	10.08
Offering Price Per Share	$	10.08
Net Assets:
Investor Class of Shares	$	218,924,186
Advisor Class of Shares		4,007,715
Institutional Class of Shares		102,883,947

Total Net Assets	$	325,815,848

Shares Outstanding:
Investor Class of Shares		21,827,977
Advisor Class of Shares		399,880
Institutional Class of Shares		10,204,728

Total shares outstanding ($0.0001 par value)		32,432,585

Investments, at identified cost	$	329,561,347

*Computation of offering price per share 100/94.25 of net asset value.

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

Six Months Ended February 28, 2002 (unaudited)

Statement of Operations

	International Stock Fund
Investment Income:
Interest income	$ 124,922
Dividend income	1,289,385	(1)

Total income	1,414,307
Expenses:
Investment adviser fee	1,602,234
Shareholder services fees--
Investor Class of Shares	272,480
Advisor Class of Shares	4,865
Administrative fees	154,368
Portfolio accounting fees	59,139
Transfer and dividend disbursing agent fees	49,722
Custodian fees	91,284
Registration fees	19,354
Auditing fees	7,140
Legal fees	2,579
Printing and postage	22,811
Directors' fees	3,158
Insurance premiums	1,054
Distribution service fees--
Advisor Class of Shares	4,865
Miscellaneous	6,596

Total expenses	2,301,649
Deduct--
Waiver of investment adviser fee	(34,712	)
Waiver of shareholder services fees--
Advisor Class of Shares	(4,865	)

Total Waivers	(39,577	)

Net expenses	2,262,072

Net operating loss	(847,765	)
Net Realized and Unrealized Gain (Loss) on Investments and Foreign Currency:
Net realized loss on investment transactions (identified cost basis)	(42,052,498	)
Net realized loss on foreign currency contracts (identified cost basis)	(24,306	)
Net change in unrealized depreciation on investments and foreign currency translation	19,905,116

Net realized and unrealized gain (loss) on investments and foreign currency	(22,171,688	)

Change in net assets resulting from operations	$(23,019,453	)

(1) Net of foreign taxes withheld of $111,898.

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

Statement of Changes in Net Assets


	Six Months Ended February 28, 2002 (unaudited)			Year Ended August 31, 2001
Increase (Decrease) in Net Assets
Operations--
Net investment income (net operating loss)	$	(847,765	)	$	1,453,548
Net realized gain (loss) on investments transactions		(42,052,498	)		(43,502,687	)
Net realized gain (loss) on foreign currency contracts		(24,306	)		(1,316,950	)
Net change in unrealized appreciation (depreciation) of investments and foreign currency translation		19,905,116			(88,132,643	)

Change in net assets resulting from operations		(23,019,453	)		(131,498,732	)

Distributions to Shareholders--
Distributions to shareholders from net realized gain on investments
Investor Class of Shares		--			(33,371,017	)
Advisor Class of Shares		--			(390,149	)
Institutional Class of Shares		--			(15,060,189	)

Change in net assets resulting from distributions to shareholders		--			(48,821,355	)

Capital Stock Transactions--
Proceeds from sale of shares		86,560,740			247,575,054
Net asset value of shares issued to shareholders in payment of distributions declared		--			47,791,410
Cost of shares redeemed		(97,296,368	)		(243,821,846	)

Change in net assets resulting from capital stock transactions		(10,735,628	)		51,544,618

Change in net assets		(33,755,081	)		(128,775,469	)
Net Assets:
Beginning of period		359,570,929			488,346,398

End of period	$	325,815,848		$	359,570,929

Accumulated net operating loss included in net assets at end of period	$	(3,887,679	)	$	(3,039,914	)

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

Financial Highlights--Institutional Class of Shares (For a share outstanding throughout each period)

Period Ended August 31,	Net asset value, beginning of period	Net investment income (net operating loss)		Net realized and unrealized gain (loss) on investments and foreign currency	Total from investment operations	Dividends to shareholders from net investment income	Distributions to shareholders from net realized gain on investments and foreign currency transactions	Total distributions	Net asset value, end of period	Total return(1)					Net assets, end of period (000 omitted)	Portfolio turnover rate
Period Ended August 31,	Net asset value, beginning of period	Net investment income (net operating loss)			Total from investment operations	Dividends to shareholders from net investment income		Total distributions	Net asset value, end of period	Total return(1)	Expenses	Net investment income (net operating loss)	Expense waiver/ reimbursement(2)		Net assets, end of period (000 omitted)	Portfolio turnover rate
International Stock Fund
2000(3)	$13.83	(0.02	)(4)	4.08	4.06	(0.18)	(1.36)	(1.54)	$16.35	28.34%	1.26%	(0.12)%	0.02	%	$134,920	225%
2001	$16.35	0.07	(4)	(4.04)	(3.97)	--	(1.61)	(1.61)	$10.77	(26.19)%	1.21%	0.55%	0.02	%	$109,367	156%
2002(5)	$10.77	(0.02	)	(0.67)	(0.69)	--	--	--	$10.08	(6.41)%	1.24%(6)	(0.36)%(6)	0.02	%(6)	$102,884	42%

(1) Based on net asset value, which does not reflect the sales charge or contigent deferred sales charge, if applicable.

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

(3) Reflects operations for the period from September 1, 1999 (start of performance) to August 31, 2000.

(4) Per share information is based on average shares outstanding.

(5) For the six months ended February 28, 2002 (unaudited).

(6) Computed on an annualized basis.

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

February 28, 2002 (unaudited)

Notes to Financial Statements

1. Organization

Marshall Funds, Inc. (the "Corporation") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end management investment company. The Corporation consists of eleven diversified portfolios. The financial statements included herein are only those of Marshall International Stock Fund (the "Fund"). The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The investment objective the Fund is to provide capital appreciation.

The Fund offers three classes of shares: Institutional Class of Shares, Investor Class of Shares and Advisor Class of Shares. The Financial Highlights of Investor Class of Shares and Advisor Class of Shares of the Fund are presented in separate annual reports.

2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Fund in the preparation of its financial statements. These policies are in conformity with accounting principles generally accepted in the United States.

Investment Valuations--Foreign equity securities are valued at the last sale price reported in the market in which they are primarily traded. If no sale on the recognized exchange is reported or the securiy is traded over-the-counter, the foreign securities are valued at the mean between the last closing bid and asked prices. Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities purchased with remaining maturities of sixty days or less may be valued at amortized cost, which approximates fair market value. Investments in other open-end regulated investment companies are valued at net asset value. Securities for which no quotations are readily availiable are valued at fair value as determined in good faith using methods approved by the Board of Directors (the "Directors").

Repurchase Agreements--It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement, including accrued interest.

The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser or sub-advisor to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Directors. Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities.

Investment Income, Expenses and Distributions--Interest income and expenses are accrued daily. All discounts/premiums are accreted/amortized for financial reporting purposes as required. Dividend income and distributions to shareholders are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at fair market value. The Fund offers multiple classes of shares which differ in their respective distribution and service fees. All shareholders bear the common expense of the Fund based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Federal Taxes--It is the Fund's policy to comply with the provisions of Subchapter M of the Internal Revenue Code, as amended (the "Code") applicable to regulated investment companies and to distribute to shareholders each year substantially all of their income. Accordingly, no provision for federal tax is necessary.

Withholding taxes on foreign dividends have been provided for in accordance with the applicable country's tax rules and rates.

At August 31, 2001, the Fund for federal tax purposes, had a capital loss carry-forward of $2,042,934, which will reduce the Fund's taxable income arising from future net realized gain on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of the distributions to shareholders which would otherwise be necessary to relieve the Fund of any liability for federal tax. Pursuant to the Code such capital loss carryforward will expire in 2009.

When-Issued and Delayed Delivery Transactions--The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintains security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked-to-market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Foreign Exchange Contracts--The Fund may enter into foreign currency exchange contracts as a way of managing foreign exchange rate risk. The Fund may enter into these contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date as a hedge or cross hedge against either specific transactions or portfolio positions. The objective of the Fund's foreign currency hedging transactions is to reduce the risk that the U.S. dollar value of the Fund's foreign currency denominated securities will decline in value due to changes in foreign currency exchange rates. All foreign currency exchange contracts are "marked-to-market" daily at the applicable translation rates resulting in unrealized gains or losses. Realized gains or losses are recorded at the time the foreign currency exchange contract is offset by entering into a closing transaction or by the delivery or receipt of the currency. Risk may arise upon entering into these contracts from the potential inability of counterparties to meet the ter ms of their contracts and from unanticipated movements in the value of a foreign currency relative to the U.S. dollar. At February 28, 2002, the Fund had outstanding foreign exchange contracts as set forth below:

Settlement Date		Foreign Currency Units to Receive		In Exchange		Contracts at Value		Unrealized Depreciation
Contract Purchased:
3/1/2002		765,297 Euro Dollar		$663,359		$662,670		$(689)

Foreign Currency Translation--The accounting records of the Fund are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies ("FCs") are translated into U.S. dollars based on the rate of exchange of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities, income and expenses are translated at the rate of exchange quoted on the respective date that such transactions are recorded. The Fund does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

Reported net realized foreign exchange gains or losses arise from sales of portfolio securities, sales and maturities of short-term securities, sales of FCs, currency gains or losses realized between the trade and settlement dates on securities transactions, the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities other than investments in securities at fiscal year end, resulting from changes in the exchange rate.

Other--Investment transactions are accounted for on a trade date basis.

Securities Lending--The Fund participates in a securities lending program providing for the lending of corporate bonds, equity and government securities to qualified brokers. The Fund receives cash as collateral in return for the securities and record a corresponding payable for collateral due to the respective broker. The amount of cash collateral received is maintained at a minimum level of 100% of the prior day's market value on securities loaned. Collateral is reinvested by the Fund in short-term securities including overnight repurchase agreements, commercial paper, master notes, floating rate corporate notes (with at least quarterly reset rates) and money market funds. On May 18, 2000, the Securities and Exchange Commission issued an order to the Marshall Funds that exempts certain securities lending activities from prohibitions under the Investment Company Act of 1940. Under the terms of the exemptive order, (i) the Fund may pay a portion of net revenue to M&I Trust Company for its service as securities lending age nt, and (ii) cash collateral received for a loan of the Fund's securities may be invested jointly with collateral received for loans of other Marshall Fund's securities.

As of February 28, 2002, the value of securities loaned, the payable on collateral due to broker and the value of reinvested cash collateral securities were as follows:

Market Value of Securities Loaned		Payable on Collateral Due to Broker		Reinvested Collateral Securities
$11,853,475		$12,273,398		$12,273,398

Individual reinvested cash collateral securities at February 28, 2002 are as follows:

Investments	Total
Provident Money Market Fund	$	77,348
Merrimac Money Market Fund		1,571,973
Dreyfus Cash Management Plus MMKT		4,013,152
Dreyfus Cash Management Plus		678,629
Nationsbank Inst. Reserves MMKT		1,554,992
JP Morgan Master Note		404,298
Danaher Corp. Master Note		466,498
Wisconsin Public Srv Master Note		310,998
Monumental Life Ins Master Note		466,497
Four Winds Funding LLC		621,997
Washington Mutual Bank FA		466,498
America Honda Finance		466,498
Bendix Comm. Vehicle System		466,498
Household Finance Corp.		450,948
Questar Corp.		256,574

3. Capital Stock

Transactions in capital stock were as follows:

	Six Months Ended February 28, 2002					Year Ended August 31, 2001
Investor Class of Shares		Shares		Amount			Shares		Amount
Shares sold		6,883,281		$	68,399,026		15,212,008		$	195,353,624
Shares issued to shareholders in payment of distributions declared		--			--		2,469,820			32,972,095
Shares redeemed		(8,048,998	)		(80,450,982	)	(16,197,785	)		(209,170,751	)

Net change resulting from Investor Class of Shares transactions		(1,165,717	)	$	(12,051,956	)	1,484,043		$	19,154,968


	Six Months Ended February 28, 2002					Year Ended August 31, 2001
Advisor Class of Shares		Shares		Amount			Shares		Amount
Shares sold		773,541		$	7,566,835		420,204		$	5,315,028
Shares issued to shareholders in payment of distributions declared		--			--		28,817			384,702
Shares redeemed		(705,028	)		(7,044,585	)	(251,427	)		(2,851,448	)

Net change resulting from Advisor Class of Shares transactions		68,513		$	522,250		197,594		$	2,848,282


	Six Months Ended February 28, 2002					Year Ended August 31, 2001
Institutional Class of Shares		Shares		Amount			Shares		Amount
Shares sold		1,045,591		$	10,594,879		3,484,294		$	46,906,402
Shares issued to shareholders in payment of distributions declared		--			--		1,078,820			14,434,613
Shares redeemed		(993,234	)		(9,800,801	)	(2,661,048	)		(31,799,647	)

Net change resulting from Institutional Class of Shares transactions		52,357			$ 794,078		1,902,066		$	29,541,368

Net change resulting from Fund Share transactions		(1,044,847	)	$	(10,735,628	)	3,583,703		$	51,544,618

4. Investment Adviser Fee and Other Transactions with Affiliates

Investment Adviser Fee--Marshall & Ilsley (M&I) Investment Management Corp., the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 1.00% of the Fund's average daily net assets. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

The Fund's sub-adviser is BPI Global Asset Management LLP (the "Sub-Adviser"). The Adviser compensates the Sub-Adviser based on the level of average aggregate daily net assets of the Fund.

Administrative Fee--M&I Trust Company, N.A., ("M&I Trust Company") under the Administrative Services Agreement, provides the Fund with Administrative personnel and services. The fee paid to M&I Trust Company is based on each Fund's average daily net assets as follows:

Maximum Fee		Fund's ADNA
0.100 %		on the first $250 million
0.095 %		on the next $250 million
0.080 %		on the next $250 million
0.060 %		on the next $250 million
0.040 %		on the next $500 million
0.020 %		on assets in excess of $1.5 billion

Federated Administrative Services is the sub-administrator and will be paid by M&I Trust Company, not by the Funds.

Distribution Services Fee--The Fund has adopted a Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Act. Under the terms of the Plan, the Fund will compensate Federated Securities Corp. ("FSC"), the principal distributor, from the net assets of the Fund to finance activities intended to result in the sale of shares of the Fund's Advisor Class. The Plan provides that the Fund may incur distribution expenses up to 0.25% of the average daily net assets of Fund's Advisor Class Shares annually, to compensate FSC.

Shareholder Services Fee--Under the terms of a Shareholder Services Agreement with Marshall Funds Investor Services ("MFIS"), the Fund will pay MFIS up to 0.25% of average daily net assets of the Funds' Investor Class and Advisor Class for the period. MFIS may voluntarily choose to waive any portion of its fee. MFIS can modify or terminate this voluntary waiver at any time at its sole discretion.

Transfer and Dividend Disbursing Agent Fees and Expenses--Federated Services Company ("FServ"), through its subsidiary, Federated Shareholder Services Company ("FSSC"), serves as transfer and dividend disbursing agent for the Fund. The fee paid to FSSC is based on the size, type, and number of accounts and transactions made by shareholders.

Portfolio Accounting Fees--FServ maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses.

Custodian Fees--State Street Bank is the Fund's custodian. The fee is based on the level of the Funds average daily net assets for the period.

General--Certain of the Officers and Directors of the Corporation are Officers and Directors or Trustees of one or more of the above companies.

5. Investment Transactions

Purchases and sales of investments, excluding short-term securities, for the period ended February 28, 2002, were as follows:

Purchases		$133,741,264
Sales		$154,474,955

Directors

John M. Blaser

John DeVincentis

Duane E. Dingmann

James Mitchell

Barbara J. Pope

David W. Schulz

Officers

John M. Blaser
President

John D. Boritzke
Vice President

William A. Frazier
Vice President

Brooke J. Billick
Secretary

Lori K. Hoch
Assistant Secretary

Ann K. Peirick
Treasurer

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

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Funds' prospectus, which contains facts concerning each Fund's objective and policies, management fees, expenses, and other information.

[Logo of Marshall Funds]

Marshall Funds Investor Services
P.O. Box 1348
Milwaukee, Wisconsin 53201-1348

800-236-FUND(3863)

TDD: Speech and Hearing Impaired Services
800-209-3520
www.marshallfunds.com

Federated Securities Corp., Distributor 25330 (4/02)
M&I Investment Management Corp., Investment Adviser

321-316

[Logo of Marshall Funds]

The Marshall Funds Family

Semi-Annual Report

The Institutional Class of Shares

(Class I)

Marshall Money Market Fund

FEBRUARY 28, 2002

President's Message		1
Commentary		2
Financial Information
Portfolio of Investments		3
Statement of Assets and Liabilities		6
Statement of Operations		7
Statement of Changes in Net Assets		8
Financial Highlights		9
Notes to Financial Statements		10
Directors & Officers		13

[Logo of Marshall Funds]

Dear Shareholders:

The inherent flaw in this simplistic advice is that buying low and selling high suffers from the same challenges of "timing the market" that academics tell us is very difficult, if not impossible:

Finding an investment before its significant rise in value.
Knowing when to get out, especially if its value has been inflated by market euphoria.
And finally, even if you successfully get out, you are faced with the next challenge of determining when to get back into the next investment, or the market in general.

As you reflect on your own investment approach, consider how you address each of the following investment disciplines:

Diversify--your long-term portfolios should include stocks, bonds and cash, domestic and international stocks, large, mid and small cap stocks, and both value and growth investment styles.
Be patient--an allocation strategy by design should not result in every investment doing well at the same time; they more likely should take turns performing well.
Appreciate relative performance--a fund's absolute performance may be negative, but still be ranked at the top of its competitive peer group. A sound asset allocation strategy suggests keeping such a fund because different investment categories often succeed at different times. Selling all funds with negative one-year returns will likely result in a portfolio consisting of only cash.

Sincerely,

/s/John M. Blaser

John M. Blaser
President

Semi-Annual Report--Commentary

Marshall Money Market Fund

Fund Performance

For the six months ended February 28, 2002, the Fund provided a total return of 1.30%.** This compares with a total return of 0.97% for the Money Fund Report Averages^TM and 1.04% for the Lipper Money Market Funds Index.*** As of February 28, 2002, the Fund's 7-day net yield was 1.96%.†

Fed Moves Rates Downward--For a Time

Positioning for an Improving Economy

One-year paper also will continue to play a role in the portfolio. These securities still offer an attractive yield advantage and we will add it to the Fund as we find appropriate opportunities.

Sincerely,

/s/Richard M. Rokus

Richard M. Rokus, CFA
Manager, Marshall Money Market Fund

** Past performance is no guarantee of future results. Yields will vary. Yields quoted for money market funds most closely reflect the fund's current earnings.

*** Money Fund Report^TM, a service of iMoneyNet, Inc. (formerly IBC Financial Data) publishes annualized yields of hundreds of money market funds on a weekly basis, and through its Money Market Insight publication reports monthly and year-to-date investment results for the same money funds. Lipper indexes are an average of the total return of the 30 largest mutual funds designated by Lipper, Inc. as falling into the respective categories indicated. They do not reflect sales charges.

Money Market Fund
Principal Amount			Description		Value
		Certificates of Deposit -- 3.0%
			Foreign Banks -- 3.0%
$	45,000,000		Canadian Imperial Bank of Commerce, NY, 2.500% - 4.25%, 5/16/2002 - 12/27/2002	$	44,966,806
	50,875,000		Credit Agricole Indosuez, 3.665% - 4.610%, 3/28/2002 - 8/20/2002		50,891,099

		Total Certificates of Deposit			95,857,905
		(1)Commercial Paper -- 21.3%
			Advertising -- 2.3%
	25,000,000		Omnicom Capital, Inc., 2.000%, 3/8/2002		24,990,278
	50,000,000		Omnicom Finance Ltd., 1.980%, 3/14/2002		49,964,250

			Total		74,954,528
			Asset-Backed -- 3.9%
	50,000,000		(2)(3)Halogen Capital Co., 1.700%, 4/12/2002		49,900,833
	75,000,000		(2)(3)Tannehill Capital Co., 1.830% - 1.840%, 4/22/2002		74,801,244

			Total		124,702,077
			Diversified -- 4.0%
	13,030,000		Beta Finance, Inc., 1.840% - 1.850%, 5/2/2002 - 5/24/2002		12,980,675
	12,500,000		CC (USA), Inc., 1.840%, 5/2/2002 - 5/7/2002		12,458,728
	50,000,000		(2)(3)Concord Minutemen, 1.860%, 3/8/2002		49,981,917
	53,721,000		(2)(3)Scaldis Capital Ltd., 0.001% - 1.900%, 3/18/2002 - 5/20/2002		53,635,916

			Total		129,057,236
			Electric -- 1.9%
	60,000,000		(2)(3)Wisconsin Energy Corp., 1.920% - 1.960%, 4/9/2002 - 4/26/2002		59,843,525
			Foreign Banks -- 2.7%
	75,000,000		(2)(3)Depfa-Bank, 1.680% - 1.850%, 4/15/2002 - 5/6/2002		74,810,208
	12,700,000		Spintab-Swedmortgage AB, 2.080%, 3/4/2002		12,697,799

			Total		87,508,007
			Health Care -- 3.3%
	75,000,000		(2)(3)American Home Products Corp., 1.870% - 1.900%, 3/14/2002 - 5/15/2002		74,826,630
	30,000,000		Baxter International, Inc., 1.875%, 3/4/2002		29,995,313

			Total		104,821,943
			Mortgage Banking -- 0.9%
	30,000,000		Countrywide Funding Corp., 1.880%, 4/12/2002 - 4/30/2002		29,915,400
Principal Amount			Description		Value
		(1)Commercial Paper (continued)
			Receivables -- 2.3%
$	74,500,000		Liquid Funding Ltd., 0.001% - 1.840%, 3/14/2002 - 4/18/2002	$	74,386,632

		Total Commercial Paper			685,189,348
		Corporate Bonds -- 5.3%
			Banks -- 0.4%
	13,500,000		Wells Fargo & Co., 6.500%, 9/3/2002		13,686,000
			Computer Services -- 0.9%
	29,000,000		International Business Machines Corp., 5.800%, 9/9/2002		29,455,625
			Diversified Manufacturing -- 0.5%
	15,000,000		Siemens Capital Corp., 8.000%, 6/24/2002		15,192,166
			Foreign Banks -- 0.5%
	15,000,000		Commerzbank AG, NY, 4.120%, 5/9/2002		14,999,716
			Health Care -- 1.1%
	15,000,000		(2)(3)Lilly (Eli) & Co., 4.700%, 3/22/2002		15,000,000
	20,000,000		(2)(3)Merck & Co., Inc., 4.540%, 2/24/2003		20,417,678

			Total		35,417,678
			Personal Credit -- 0.6%
	20,000,000		(2)(3) BMW US Capital LLC, 4.190%, 6/7/2016		19,988,585
			Telecommunications -- 1.3%
	40,000,000		(2)(3)SBC Communications, Inc., 4.250%, 6/1/2002		40,000,000

		Total Corporate Bonds			168,739,770
		(4)Variable-Rate Notes -- 57.9%
			Banks -- 7.4%
	15,000,000		American Express Centurion Bank, DE, 1.820%, 3/14/2002		14,996,736
	10,000,000		Bank One Corp., 2.110%, 5/14/2002		10,023,165
	10,000,000		Bank One Corp., 2.130%, 5/15/2002		10,024,436
	10,000,000		Bank One, N.A., 2.000%, 5/7/2002		10,009,507
	20,000,000		First Chicago Corp., 2.000%, 3/26/2002		20,009,678
	10,000,000		First Chicago Corp., 2.025%, 5/15/2002		10,004,000
	20,000,000		First Union National Bank, 2.060%, 3/20/2002		20,027,393
	15,000,000		J.P. Morgan Chase & Co., 1.995%, 4/30/2002		15,021,032
	4,000,000		Key Bank, N.A., 1.942%, 3/24/2002		4,000,130
	44,000,000		Key Bank, N.A., 2.022%, 3/24/2002		44,005,960
	27,000,000		Key Bank, N.A., 2.025%, 3/18/2002		27,001,925
	51,100,000		Mellon Financial Corp., 2.183%, 3/14/2002		51,197,621

			Total		236,321,583
Principal Amount			Description		Value
		(4)Variable-Rate Notes (continued)
			Beverages & Foods -- 0.8%
$	25,000,000		(2)(3)Cargill, Inc., 2.011%, 5/28/2002	$	25,014,419
			Broker/Dealers -- 9.4%
	75,000,000		(2)(3)Bank of America, 2.190%, 3/1/2002		75,000,000
	75,000,000		(2)(3)Bear Stearns Cos., Inc., 2.017%, 3/5/2002		75,000,000
	75,000,000		(2)(3)Goldman Sachs & Co., 2.020%, 3/5/2002		75,000,000
	35,000,000		(2)(3)J.P. Morgan & Co., Inc., 1.840%, 3/1/2002		35,000,000
	40,500,000		Merrill Lynch & Co., Inc., 1.950%, 4/24/2002		40,531,320

			Total		300,531,320
			Construction Equipment -- 2.3%
	75,000,000		Caterpillar Financial Services Corp., 1.920%, 4/9/2002		75,000,000
			Diversified Manufacturing -- 2.3%
	75,000,000		(2)ABB Capital USA, 2.120%, 3/6/2002		75,000,000
			Drugs -- 2.2%
	70,000,000		(2)(3)Bayer Corp., 4.750%, 3/19/2002		69,999,415
			Insurance -- 10.3%
	40,000,000		(2)(3)American General Annuity Insurance Co., 2.100%, 5/19/2002		40,000,000
	75,000,000		(2)GE Life and Annuity Assurance Co., 2.460%, 4/22/2002		75,000,000
	40,000,000		(2)(3)Jackson National Life Insurance Co., 1.860%, 5/1/2002		40,000,000
	50,000,000		(2)(3)Metropolitan Life Insurance Co., 2.071%, 3/1/2002		50,000,000
	10,000,000		(2)Monumental Life Insurance Co., 1.940%, 4/1/2002		10,000,000
	25,000,000		(2)Monumental Life Insurance Co., 1.951%, 4/1/2002		25,000,000
	40,000,000		(2)Monumental Life Insurance Co., 3.000%, 3/1/2002		40,000,000
	50,000,000		(2)Travelers Insurance Co., 1.941%, 4/1/2002		50,000,000

			Total		330,000,000
			Leasing -- 0.8%
	25,000,000		Paccar Financial Corp., 2.145%, 3/4/2002		25,009,155
			Mortgage Banking -- 4.7%
	25,000,000		Countrywide Home Loans, Inc., 1.889%, 5/6/2002		24,913,833
	75,000,000		Homeside Lending, Inc., 2.125%, 4/9/2002		75,020,798
	50,000,000		(2)(3)Northern Rock PLC, 1.890%, 3/14/2002		50,000,000

			Total		149,934,631
Principal Amount or Shares			Description		Value
		(4)Variable-Rate Notes (continued)
			Other Consumer Non-Durables -- 2.2%
$	71,110,000		(2)(3)Unilever Capital Corp., 1.920%, 4/24/2002	$	71,192,270
			Personal Credit -- 8.0%
	45,000,000		American Express Credit Corp., 1.850%, 3/26/2002		45,000,000
	50,000,000		(2)(3)American Honda Finance Corp., 1.770%, 4/19/2002		50,000,000
	25,000,000		(2)(3)American Honda Finance Corp., 1.892%, 5/13/2002		25,000,000
	50,000,000		Associates Corp. of North America, 1.940%, 3/27/2002		50,000,000
	10,000,000		Commerzbank AG, Frankfurt, 2.081%, 3/1/2002		10,000,236
	14,500,000		Household Finance Corp., 1.890%, 3/1/2002		14,500,000
	35,500,000		Household Finance Corp., 2.050%, 3/27/2002		35,503,234
	25,000,000		Household Finance Corp., 2.140%, 3/1/2002		25,001,634

			Total		255,005,104
			Retail -- 0.5%
	15,000,000		Wal-Mart Stores, Inc., 5.450%, 6/1/2002		15,044,349
			Student Loan -- 2.3%
	75,000,000		USA Education, Inc., 2.131%, 3/18/2002		75,000,000
			Telecommunications -- 4.7%
	75,000,000		BellSouth Telecommunications, Inc., 2.041%, 3/4/2002		75,010,000
	75,000,000		(2)(3)Verizon Global Funding, 1.900%, 3/14/2002		74,993,613

			Total		150,003,613

		Total Variable-Rate Notes			1,853,055,859
		Mutual Funds -- 2.1%
	29,286,511		American Select Cash Reserve Fund		29,286,511
	38,700,827		Dreyfus Cash Management Fund		38,700,827
	300,806		Goldman Sachs Financial Square Money Market Fund		300,806

		Total Mutual Funds (Shares at net asset value)			68,288,144
		(5)Repurchase Agreements -- 10.0%
$	35,000,000		Deutsche Bank Financial, Inc., 1.935%, dated 2/28/2002, due 3/1/2002		35,000,000
	120,000,000		First Union Capital Markets, Inc., 1.940%, dated 2/28/2002, due 3/1/2002		120,000,000
Principal Amount			Description		Value
		(5)Repurchase Agreements (continued)
$	140,000,000		Morgan Stanley Group, Inc., 1.935%, dated 2/28/2002, due 3/1/2002	$	140,000,000
	25,000,000		Salomon Smith Barney, Inc., 1.925%, dated 2/28/2002, due 3/1/2002		25,000,000

		Total Repurchase Agreements			320,000,000

		Total Investments (at amortized cost)		$	3,191,131,026

Note: The categories of investments are shown as a percentage of net assets ($3,202,928,149) at February 28, 2002.

(1) Each issue shows the rate of discount at the time of purchase.

(2) Denotes a restricted security which is subject to restrictions on resale under federal securities laws. At February 28, 2002, these securities amounted to $1,564,406,253 which represents 48.8% of net assets. Included in these amounts, securities which have been deemed liquid amounted to $1,289,406,253 which represents 40.3% of net assets.

(3) Denotes a restricted security which has been deemed liquid by the Fund's board of directors.

(4) Current rate and next demand rate shown.

(5) The repurchase agreements are fully collateralized by U.S. government and/or agency obligations based on current market prices.

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

February 28, 2002 (unaudited)

Statement of Assets and Liabilities

	Assets:
	Investments in securities, at cost		$ 3,191,131,026
	Cash		216,259
	Income receivable		17,313,445

	Total assets		3,208,660,730
	Liabilities:
	Income distribution payable		4,494,886
	Accrued expenses		1,237,695

	Total liabilities		5,732,581

	Total Net Assets		$ 3,202,928,149

	Net Assets Consist of:
	Paid-in-capital		3,203,073,971
	Accumulated net realized loss on investments		(145,822)

	Total Net Assets		$ 3,202,928,149

	Net Asset Value, Offering Price and Redemption Proceeds Per Share
	Investor Class of Shares:
	Net Asset Value and Redemption proceeds Per Share		$ 1.00
	Offering Price Per Share		$ 1.00
	Advisor Class of Shares:
	Net Asset Value and Redemption proceeds Per Share		$ 1.00
	Offering Price Per Share		$ 1.00
	Institutional Class of Shares:
	Net Asset Value and Redemption proceeds Per Share		$ 1.00
	Offering Price Per Share		$ 1.00
	Net Assets:
	Investor Class of Shares		$ 2,026,588,683
	Advisor Class of Shares		140,736,475
	Institutional Class of Shares		1,035,602,991

	Total Net Assets		$ 3,202,928,149

	Shares Outstanding:
	Investor Class of Shares		2,026,685,886
	Advisor Class of Shares		140,748,555
	Institutional Class of Shares		1,035,639,530

	Total shares outstanding ($0.0001 par value)		3,203,073,971

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

Six Months Ended February 28, 2002 (unaudited)

Statement of Operations

Investment Income:
Interest income		$42,675,108

Expenses:
Investment adviser fee		2,300,763
Shareholder services fees--
Investor Class of Shares		2,326,773
Advisor Class of Shares		164,622
Administrative fees		628,717
Custodian fees		165,781
Portfolio accounting fees		121,696
Transfer and dividend disbursing agent fees		319,793
Registration fees		86,665
Auditing fees		7,191
Legal fees		1,984
Printing and postage		24,795
Directors' fees		3,147
Insurance premiums		75,587
Distribution services fees--
Advisor Class of Shares		197,547
Miscellaneous		22,255

Total expenses		6,447,316
Deduct--
Waiver of investment adviser fee		(690,689)

Net expenses		5,756,627

Net investment income		$ 36,918,481

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

Statement of Changes in Net Assets

	Six Months Ended February 28, 2002 (unaudited)	Year Ended August 31, 2001
Increase (Decrease) in Net Assets
Operations--
Net investment income	$ 36,918,481	$ 128,213,532
Net realized loss on investment transactions	--	(145,822)

Change in net assets resulting from operations	36,918,481	128,067,710

Distributions to Shareholders--
Distributions to shareholders from net investment income:
Investor Class of Shares	(21,648,996)	(92,313,480)
Advisor Class of Shares	(1,346,329)	(6,001,217)
Institutional Class of Shares	(13,923,156)	(29,898,835)

Change in net assets resulting from distributions to shareholders	(36,918,481)	(128,213,532)

Capital Stock Transactions--
Proceeds from sale of shares	5,053,769,154	9,007,684,945
Net asset value of shares issued to shareholders in payment of dividends declared	8,124,242	30,419,965
Cost of shares redeemed	(4,598,564,678)	(8,357,725,162)

Change in net assets resulting from capital stock transactions	463,328,718	680,379,748

Change in net assets	463,328,718	680,233,926
Net Assets:
Beginning of period	2,739,599,431	2,059,365,505

End of period	$ 3,202,928,149	$ 2,739,599,431

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

Financial Highlights--Institutional Class of Shares (For a share outstanding throughout each period)

Year Ended August 31,	Net asset value, beginning of period	Net investment income	Distributions from net investment income	Net asset value, end of period					Net assets, end of period (000 omitted)
Year Ended August 31,	Net asset value, beginning of period	Net investment income	Distributions from net investment income	Net asset value, end of period	Total return (1)	Expenses	Net investment income	Expense waiver (2)	Net assets, end of period (000 omitted)
2000 (3)	$ 1.00	0.03	(0.03)	$ 1.00	2.63%	0.24%(4)	6.51%(4)	0.05%(4)	$ 141,909
2001	$ 1.00	0.05	(0.05)	$ 1.00	5.58%	0.21%	4.98%	0.05%	$ 914,693
2002 (5)	$ 1.00	0.01	(0.01)	$ 1.00	1.30%	0.20%(4)	2.58%(4)	0.05%(4)	$ 1,035,603

(1) Based on net asset value, which does not reflect the sales charge or contingent deferred sales charge, if applicable.

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

(3) Reflects operations for the period from April 3, 2000 (start of performance) to August 31, 2000.

(4) Computed on an annualized basis.

(5) For the six months ended February 28, 2002 (unaudited).

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

February 28, 2002 (unaudited)

Notes to Financial Statements

1. Organization

Marshall Funds, Inc. (the "Corporation") is registered under the Investment Company Act of 1940, as amended (the "Act"), as an open-end, management investment company. The Corporation consists of eleven diversified portfolios. The financial statements included herein are only those of Marshall Money Market Fund (the "Fund"). The financial statements of the other portfolios are presented separately. The assets of each portfolio are segregated and a shareholder's interest is limited to the portfolio in which shares are held. The investment objective of the Fund is to provide current income consistent with stability of principal.

The Fund offers three classes of shares: Investor Class of Shares, Advisor Class of Shares and Institutional Class of Shares. The Financial Highlights of Investor Class of Shares and Advisor Class of Shares of the Fund are presented in separate semi-annual reports.

2. Significant Accounting Policies

Investment Valuation--Short-term securities are valued at the prices provided by an independent pricing service. However, short-term securities purchased with remaining maturities of 60 days or less may be valued at amortized cost, which approximates fair market value. The Fund's use of the amortized cost method to value portfolio securities is in accordance with Rule 2a-7 under the Act. Investments in other open-end regulated investment companies are valued at net asset value.

Repurchase Agreements--It is the policy of the Fund to require the custodian bank to take possession, to have legally segregated in the Federal Reserve Book Entry System, or to have segregated within the custodian bank's vault, all securities held as collateral under repurchase agreement transactions. Additionally, procedures have been established by the Fund to monitor, on a daily basis, the market value of each repurchase agreement's collateral to ensure that the value of collateral at least equals the repurchase price to be paid under the repurchase agreement, including accrued interest.

The Fund will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, which are deemed by the Fund's adviser to be creditworthy pursuant to the guidelines and/or standards reviewed or established by the Board of Directors ("Directors"). Risks may arise from the potential inability of counterparties to honor the terms of the repurchase agreement. Accordingly, the Fund could receive less than the repurchase price on the sale of collateral securities.

Investment Income, Expenses and Distributions--Interest income and expenses are accrued daily. All discounts/premiums are accreted/amortized as required. Distributions to shareholders are recorded on the ex-dividend date. The Fund offers multiple classes of shares, which differ in their respective distribution and service fees. All shareholders bear the common expenses of the Fund based on average daily net assets of each class, without distinction between share classes. Dividends are declared separately for each class. No class has preferential dividend rights; differences in per share dividend rates are generally due to differences in separate class expenses.

Federal Taxes--It is the Fund's policy to comply with the provisions of Subchapter M of the Internal Revenue Code, as amended, applicable to regulated investment companies and to distribute to shareholders each year substantially all of its income. Accordingly, no provision for federal tax is necessary.

When-Issued and Delayed Delivery Transactions--The Fund may engage in when-issued or delayed delivery transactions. The Fund records when-issued securities on the trade date and maintain security positions such that sufficient liquid assets will be available to make payment for the securities purchased. Securities purchased on a when-issued or delayed delivery basis are marked-to-market daily and begin earning interest on the settlement date. Losses may occur on these transactions due to changes in market conditions or the failure of counterparties to perform under the contract.

Restricted Securities--Restricted securities are securities that may only be resold upon registration under federal securities laws or in transactions exempt from such registration. Many restricted securities may be resold in the secondary market in transactions exempt from registration. In some cases, the restricted securities may be resold without registration upon exercise of a demand feature. Such restricted securities may be determined to be liquid under criteria established by the Directors. The Fund will not incur any registration costs upon such resales. Restricted securities are valued at amortized cost in accordance with Rule 2a-7 under the Act.

Additional information on each restricted security held at February 28, 2002 is as follows:

Security	Acquisition Date	Acquisition Cost
ABB Capital USA	11/21/2001	$ 75,000,000
GE Life & Annuity Funding Agreement	4/20/2001	75,000,000
Monumental Life Funding Agreement	7/23/2001	40,000,000
Monumental Life Funding Agreement	5/17/2000	10,000,000
Monumental Life Funding Agreement	2/5/2001	25,000,000
Travelers Insurance Company	2/19/2002	50,000,000

Other--Investment transactions are accounted for on a trade date basis.

3. Capital Stock

Transactions in capital stock were as follows:


Investor Class of Shares	Shares	Amount	Shares	Amount
Shares sold	2,980,620,494	$ 2,980,620,494	5,349,844,467	$ 5,349,844,467
Shares issued to shareholders in payment of distributions declared	6,040,913	6,040,913	22,470,409	22,470,409
Shares redeemed	(2,657,272,337)	(2,657,272,337)	(5,451,687,216)	(5,451,687,216)

Net change resulting from Investor Class of Shares transactions	329,389,070	$ 329,389,070	(79,372,340)	$ (79,372,340)


Advisor Class of Shares	Shares	Amount	Shares	Amount
Shares sold	167,449,786	$ 167,449,786	440,122,578	$ 440,122,578
Shares issued to shareholders in payment of distributions declared	1,168,762	1,168,762	5,940,215	5,940,215
Shares redeemed	(155,588,955)	(155,588,955)	(459,131,150)	(459,131,150)

Net change resulting from Advisor Class of Shares transactions	13,029,593	$ 13,029,593	(13,068,357)	$ (13,068,357)


Institutional Class of Shares	Shares	Amount	Shares	Amount
Shares sold	1,905,698,874	$ 1,905,698,874	3,217,717,900	$ 3,217,717,900
Shares issued to shareholders in payment of distributions declared	914,567	914,567	2,009,341	2,009,341
Shares redeemed	(1,785,703,386)	(1,785,703,386)	(2,446,906,796)	(2,446,906,796)

Net change resulting from Institutional Class of Shares transactions	120,910,055	$ 120,910,055	772,820,445	$ 772,820,445

Net change resulting from Fund Share transactions	463,328,718	$ 463,328,718	680,379,748	$ 680,379,748

4. Investment Adviser Fee and Other Transactions with Affiliates

Investment Adviser Fee--Marshall & Ilsley ("M&I") Investment Management Corp., the Fund's investment adviser (the "Adviser"), receives for its services an annual investment adviser fee equal to 0.15% of the Fund's average daily net assets. The Adviser may voluntarily choose to waive any portion of its fee. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.

Administrative Fee--M&I Trust Company, N.A. ("M&I Trust Company"), under the Administrative Services Agreement, provides the Funds with administrative personnel and services. The fee paid to M&I Trust Company is based on the Fund's average daily net assets as follows:

Maximum Fee		Fund's ADNA
0.100 %		on the first $250 million
0.095 %		on the next $250 million
0.080 %		on the next $250 million
0.060 %		on the next $250 million
0.040 %		on the next $500 million
0.020 %		on assets in excess of $1.5 billion

Federated Administrative Services ("FAS") is the sub-administrator and will be paid by M&I Trust Company, not by the Fund.

Transfer and Dividend Disbursing Agent Fees and Expenses--Federated Services Company ("FServ"), through its subsidiary, Federated Shareholder Services Company ("FSSC"), serves as transfer and dividend disbursing agent for the Fund. The fee paid to FSSC is based on the size, type and number of accounts and transactions made by shareholders.

Portfolio Accounting Fees--FServ maintains the Fund's accounting records for which it receives a fee. The fee is based on the level of the Fund's average daily net assets for the period, plus out-of-pocket expenses.

Custodian Fees--M&I Trust Company is the Fund's custodian. M&I Trust Company receives fees based on the level of the Fund's average daily net assets for the period.

General--Certain of the Officers and Directors of the Corporation are Officers and Directors or Trustees of one or more of the above companies.

Directors

John M. Blaser

John DeVincentis

Duane E. Dingmann

James Mitchell

Barbara J. Pope

David W. Schulz

Officers

John M. Blaser
President

John D. Boritzke
Vice President

William A. Frazier
Vice President

Brooke J. Billick
Secretary

Lori K. Hoch
Assistant Secretary

Ann K. Peirick
Treasurer

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

This report is authorized for distribution to prospective investors only when preceded or accompanied by the Funds' prospectus, which contains facts concerning each Fund's objective and policies, management fees, expenses, and other information.

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Marshall Funds Investor Services
P.O. Box 1348
Milwaukee,Wisconsin 53201-1348

800-236-FUND(3863)

TDD: Speech and Hearing Impaired Services
800-209-3520
www.marshallfunds.com

Federated Securities Corp., Distributor I-25800(4/02)
M&I Investment Management Corp., Investment Adviser

321-315

Semi-Annual Report

Table of Contents

Semi-Annual Report--Commentary

Marshall Equity Income Fund

Fund Performance

An Eventful Six Months

Positive Trends for our Investment Style

An Improving Climate

Semi-Annual Report--Commentary

Marshall Large-Cap Growth & Income Fund

Fund Performance

A Period of Ups and Downs

Accounting Issues Grab the Headlines

Recovery on the Horizon

Marshall Mid-Cap Value Fund

Fund Performance

Market Contends with Many Factors

Our Approach to Changing Markets

Marshall Mid-Cap Growth Fund

Fund Performance

An Eventful Period

Subtle Changes to the Portfolio

Looking Ahead

Marshall Small-Cap Growth Fund

Fund Performance

Many Factors Affecting Performance

Positioning for the Market Ahead

Marshall International Stock Fund

Fund Performance

Global Slowdown Worsens, Then Improves

Positioning Holds Reasonably Steady

Looking ahead

Marshall Government Income Fund

Fund Performance

An End to the Fed's Easing Cycle

Mortgages Continue to Predominate

Positioning for the Market Ahead

Marshall Intermediate Bond Fund

Fund Performance

The Fed's Easing Cycle Winds Down

Concerns Facing Corporate Bonds

Our Outlook

Marshall Intermediate Tax-Free Fund

Performance Consistent with Benchmarks

Yield Curve Steepens Considerably

Fiscal Health Concerns

Bond Funds Destined for Inflows

Marshall Short-Term Income Fund

Fund Performance

Short-Term Interest Rates Continued Their Decline

An Emphasis on Quality

Looking Ahead to Recovery

Marshall Money Market Fund

Fund Performance

Fed Moves Rates Downward--For a Time

Positioning for an Improving Economy

Portfolio of Investments

Equity Income Fund

Large-Cap Growth & Income Fund

Mid-Cap Value Fund

Mid-Cap Growth Fund

Small-Cap Growth Fund

International Stock Fund

Government Income Fund

Intermediate Bond Fund

Intermediate Tax-Free Fund

Short-Term Income Fund

Money Market Fund

Statements of Assets and Liabilities

Statements of Operations

Statements of Changes in Net Assets

Statements of Changes in Net Assets

Financial Highlights -- Investor Class of Shares (For a share outstanding throughout each period)

Notes to Financial Statements

1. Organization

2. Significant Accounting Policies

3. Capital Stock

4. Investment Adviser Fee and Other Transactions with Affiliates

5. Investment Transactions

Directors