Marshall Funds

N-CSR 1 d234146dncsr.htm MARSHALL FUNDS Marshall Funds

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

Investment Company Act File Number 811-58433

Marshall Funds, Inc.

(Exact name of registrant as specified in charter)

111 East Kilbourn Avenue

Milwaukee, WI 53202

(Address of principal executive offices) (Zip code)

John M. Blaser

M&I Investment Management Corp.

111 East Kilbourn Avenue

Milwaukee, WI 53202

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 236-3863

Date of fiscal year end: August 31

Date of reporting period: August 31, 2011

Item 1. Reports to Stockholders.

The following is a copy of the report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1)

Annual Report

August 31, 2011

Ÿ Marshall Large-Cap Value Fund

Ÿ Marshall Large-Cap Growth Fund

Ÿ Marshall Large-Cap Focus Fund

Ÿ Marshall Mid-Cap Value Fund

Ÿ Marshall Mid-Cap Growth Fund

Ÿ Marshall Small-Cap Value Fund

Ÿ Marshall Small-Cap Growth Fund

Ÿ Marshall International Stock Fund

Ÿ Marshall Emerging Markets Equity Fund

Ÿ Marshall Ultra Short Tax-Free Fund

Ÿ Marshall Short-Term Income Fund

Ÿ Marshall Short-Intermediate Bond Fund

Ÿ Marshall Intermediate Tax-Free Fund

Ÿ Marshall Government Income Fund

Ÿ Marshall Corporate Income Fund

Ÿ Marshall Aggregate Bond Fund

Ÿ Marshall Core Plus Bond Fund

Ÿ Marshall Government Money Market Fund

Ÿ Marshall Tax-Free Money Market Fund

Ÿ Marshall Prime Money Market Fund

Table of Contents



Commentaries

Marshall Large-Cap Value Fund	1	Marshall Short-Intermediate Bond Fund	12
Marshall Large-Cap Growth Fund	2	Marshall Intermediate Tax-Free Fund	13
Marshall Large-Cap Focus Fund	3	Marshall Government Income Fund	14
Marshall Mid-Cap Value Fund	4	Marshall Corporate Income Fund	15
Marshall Mid-Cap Growth Fund	5	Marshall Aggregate Bond Fund	16
Marshall Small-Cap Value Fund	6	Marshall Core Plus Bond Fund	17
Marshall Small-Cap Growth Fund	7	Marshall Government Money Market Fund	18
Marshall International Stock Fund	8	Marshall Tax-Free Money Market Fund	19
Marshall Emerging Markets Equity Fund	9	Marshall Prime Money Market Fund	20
Marshall Ultra Short Tax-Free Fund	10	Explanation of the Indexes and Notes in the Commentary	21
Marshall Short-Term Income Fund	11	Explanation of the Indexes and Notes in the Commentary	21

Financial Information

Expense Example			24
Schedules of Investments:
Marshall Large-Cap Value Fund	26	Marshall Short-Intermediate Bond Fund	62
Marshall Large-Cap Growth Fund	28	Marshall Intermediate Tax-Free Fund	64
Marshall Large-Cap Focus Fund	29	Marshall Government Income Fund	80
Marshall Mid-Cap Value Fund	30	Marshall Corporate Income Fund	82
Marshall Mid-Cap Growth Fund	32	Marshall Aggregate Bond Fund	85
Marshall Small-Cap Value Fund	34	Marshall Core Plus Bond Fund	88
Marshall Small-Cap Growth Fund	36	Marshall Government Money Market Fund	91
Marshall International Stock Fund	38	Marshall Tax-Free Money Market Fund	92
Marshall Emerging Markets Equity Fund	42	Marshall Prime Money Market Fund	96
Marshall Ultra Short Tax-Free Fund	44	Notes to Schedules of Investments	100
Marshall Short-Term Income Fund	58

Statements of Assets and Liabilities			102
Statements of Operations			106
Statements of Changes in Net Assets			110
Financial Highlights			116
Notes to Financial Statements			122

Report of Independent Registered Public Accounting Firm			148

Directors and Officers of the Funds			149

Shareholder Report Disclosure of Directors’ Approval of Continuation of Contracts			152

Results of the Special Meeting of Shareholders			157


Not FDIC Insured		No Bank Guarantee		May Lose Value


Annual Report—Commentary		Marshall Large-Cap Value Fund

Fund Manager:

Daniel P. Brown, CFA, began investment

experience in 1997

Analysts:

Kenneth M. Conrad, CFA and
Casey J. Sambs, CFA

The Marshall Large-Cap Value Fund (the Fund) returned 15.15% for the fiscal year ended August 31, 2011 versus the Lipper Large-Cap Value Fund Index and the Russell 1000^® Value Index, which returned 13.81% and 14.37%, respectively.

The themes that we wrote about last year unfortunately persisted into this fiscal year. Economic and regulatory uncertainties continued to be major themes that were generally negative for equity investors. Two new macro concerns this past year were the Euro debt contagion fears and declining investor confidence, both of which have weighed heavily on the Financials sector. The increased market volatility caused us to put more emphasis on higher quality, dividend paying stocks.

The Fund continued to maintain an underweight position of approximately 3% in the Financials sector due to downward housing trends, potentially restrictive regulatory changes, lack of dividends, and weak loan demand. In the Financials sector, our stock selection and underweight decision added value. The Financials sector was the worst performer over the past year for the Fund, but was significantly better than the benchmark’s negative return. Discover Financial Services (2.3% of the Fund, 75%) benefited by the fact that their credit metrics improved consistently over the past year. Much of the regulation proposed will have little impact on them and additionally, they acquired some assets that should be accretive to their earnings.

The global growth slowdown was the main factor for the Materials sector being the Fund’s largest detractor. Freeport-McMoRan Copper & Gold, Inc. (0.0% of the Fund, -7.8%) and Mosaic Co. (1.4% of the Fund, -17.9%) were two large detractors as the trend of quarterly GDP being revised lower hurt industrial demand for economically sensitive inputs such as copper, oil, and other commodities.

The Fund was aided by strong stock selection in the Energy & Utilities sectors. Marathon Oil Corp. (0.0% of the Fund, 75.5%) unlocked shareholder value by spinning off their downstream business into Marathon Petroleum Corp. (1.0% of the Fund, -11.7%). ONEOK, Inc. (1.0% of the Fund, 70.9%) continues to benefit from a price difference between oil and natural gas. Finally, Halliburton Co. (1.9% of the Fund, 58.6%) rose as the market gained confidence that the North American pressure-pumping business would be stronger for longer than previous cycles.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LLCVFI	Russell 1000^® VI
1-year (Class Y)	15.15%	13.81%	14.37%
1-year (Class I)	15.47%	13.81%	14.37%
5-year (Class Y)	(1.63)%	(1.00)%	(1.62)%
10-year (Class Y)	1.82%	2.34%	3.41%

Commencement of Operations
(2/1/08) (Class I)	(4.15)%	(3.11)%	(3.71)%


Expense Ratios	Gross	Net
Investor shares	1.27%	1.24%
Institutional shares	1.02%	0.99%

The net expense ratio shown reflects contractual expense limitations made by the Adviser, currently through December 31, 2011. The Adviser has committed to continue this arrangement through December 31, 2012. The Fund’s return would have been lower without these contractual expense limitations.

The performance data quoted represents past performance which is no guarantee of future results. Investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original costs. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. To receive current performance to the most recent month-end, please call 1-800-236-3863.


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		9.5%
Consumer Staples		8.4
Energy		13.8
Financials		21.5
Healthcare		14.3
Industrials		8.6
Information Technology		7.7
Materials		4.3
Telecommunication Services		2.1
Utilities		4.8
Purchased Call Options		0.0
Purchased Put Options		0.0
Other Assets & Liabilities, Net		5.0

Total		100.0%


Annual Report—Commentary		Marshall Large-Cap Growth Fund

Fund Managers:

Robert G. Cummisford, CFA and Alan K. Creech,

began investment experience in 1992 and 1995, respectively

Analyst:

Shane T. Sawyer, CFA

The Marshall Large-Cap Growth Fund (the Fund) returned 20.99% for the fiscal year ended August 31, 2011 versus the Lipper Large-Cap Growth Fund Index and the Russell 1000^® Growth Index, which returned 21.22% and 23.96%, respectively.

In the past year, equity markets experienced a substantial recovery as strength in corporate earnings and balance sheets gave investors plenty to cheer about. In the fall of 2010, fears of a global economic slowdown and a double-dip recession in the U.S. largely faded away as U.S. companies showed considerable strength in earnings. Quarterly reports continued to be quite strong through 2011, however the fears of the previous year have returned. In the spring, signs of domestic economic weakness began to appear, with housing, employment, and consumer confidence remaining challenged. Globally, political unrest in the Middle East, sovereign debt concerns in Europe, and slower growth in developing markets and China dampened investor enthusiasm. Through the summer of 2011, fears of a double dip recession in the U.S. returned to the forefront, leading to a very challenging final month to the fiscal year.

As we discussed last year, market volatility remains high, as daily moves of 1% or more have become commonplace, and stock correlations remain high. The stock market has continued to wrestle with largely divergent views of where the economy is headed. The “Bears” point to continued trouble in housing, employment, and confidence and foresee a “double dip” recession. The “Bulls” believe strong corporate earnings, revenues, and balance sheets will lift the global economy from near term trials.

The Fund benefited most from our positioning in the Consumer Discretionary and Energy sectors. We were overweight both sectors for the year as our process revealed a large number of investment opportunities with significant growth potential. Many investments saw sizable gains for the year including National Oilwell Varco, Inc. (2.6% of Fund, 77.0%), Halliburton Co. (2.8% of Fund, 59.0%), and Bed Bath & Beyond, Inc. and Dollar General Corp. (each 0.0% of Fund, 52.0% and 46.0%, respectively).

The Information Technology sector proved to be a more challenging area for growth investing during the year. A majority of the underperformance came from Akamai Technologies, Inc., ON Semiconductor Corp., and Cisco Systems, Inc. (each 0% of Fund, -56.0%, -34.0%, and -17.0%, respectively). In each case we had anticipated the companies’ products and services would propel earnings higher in a global recovery, but underestimated the potential commoditization of their products and the negative impact on earnings if the recovery faltered.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LLCGFI	Russell 1000^® GI
1-year (Class Y)	20.99%	21.22%	23.96%
1-year (Class I)	21.33%	21.22%	23.96%
5-year (Class Y)	2.07%	2.57%	3.75%
10-year (Class Y)	1.35%	1.76%	2.71%

Commencement of Operations
(2/1/08) (Class I)	0.37%	(0.06)%	1.94%


Expense Ratios	Gross	Net
Investor shares	1.29%	1.24%
Institutional shares	1.04%	0.99%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		14.9%
Consumer Staples		8.3
Energy		13.6
Financials		4.0
Healthcare		10.7
Industrials		14.5
Information Technology		25.9
Materials		5.0
Other Assets & Liabilities, Net		3.1

Total		100.0%


Annual Report—Commentary		Marshall Large-Cap Focus Fund

Fund Managers:

Carl L. Goldsmith; Marla K. Ryan, CFA and Brenda C. Cullen, began investment experience in 1980, 1989 and 2000, respectively

The Marshall Large-Cap Focus Fund (the Fund) returned 11.65% for the fiscal year ended August 31, 2011 versus the Lipper Large-Cap Core Fund Index and the S&P 500^® Index, which returned 16.94% and 18.50%, respectively.

The U.S. market posted a strong overall return during the fiscal year, as the latter months of 2010 saw some of the global macroeconomic uncertainty lifted. A second round of quantitative easing, aimed at keeping borrowing rates low and promoting faster economic growth, in addition to tax cuts enacted as part of a fiscal stimulus program, helped to create some of the early positive momentum. This trend was not to last, however, as uncertainty in European markets coupled with the global economic impact of the Japanese earthquake/tsunami and growing concerns over a continuously weak U.S. economy weighed on investor optimism. The latter portion of the fiscal year saw increasingly volatile equity markets, as consumer, business and investor sentiment further soured despite relatively benign macroeconomic data.

The fund underperformed its benchmark over the fiscal year as both sector allocation and stock selection detracted from performance, generally due to the fund’s pro-cyclical positioning. Positive stock selection within the Information Technology and Materials sectors was the largest positive contributor to performance over the period. Negative stock selection in the Consumer Discretionary sector and the Fund’s cash position hurt the overall performance. Technology securities such as Apple, Inc. (5.4% of the Fund), Teradyne, Inc. (0.9% of the Fund), and International Business Machines Corp. (2.4% of the Fund) were positive contributors, while Energy holding Hess Corp. (1.0% of the Fund), Financial holdings Citigroup, Inc. (2.1% of the Fund) and JPMorgan Chase & Co. (2.0% of the Fund), and Consumer Discretionary holding Visteon Corp. (1.6% of the Fund) were the largest negative performers over the fiscal year.

As more and more macroeconomic data seem to indicate, the successful transition from recovery to a sustained level of acceptably strong economic growth is becoming less probable. Accordingly, we have modified our views for economic activity in the second half of 2011 and now believe that growth will linger at a below-trend level as we head into 2012, unless current fiscal stimulus is extended and/or new, intelligent stimulus policies are implemented. We continue to expect corporate investment to have the greatest impact on economic activity, especially as companies continue to make productivity-oriented capital expenditures and take advantage of investment tax incentives prior to their year-end expiration, with little benefit expected from debt-burdened consumers and reduced government expenditures.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LLCCFI	S&P500
1-year (Class Y)	11.65%	16.94%	18.50%
1-year (Class I)	12.01%	16.94%	18.50%

Commencement of Operations
(9/1/10) (Class Y)	11.65%	16.94%	18.50%

Commencement of Operations
(9/1/10) (Class I)	12.01%	16.94%	18.50%


Expense Ratios	Gross	Net
Investor shares	1.41%	0.90%
Institutional shares	1.16%	0.65%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		9.4%
Consumer Staples		4.5
Energy		12.3
Financials		7.4
Healthcare		7.3
Industrials		13.0
Information Technology		28.9
Materials		7.7
Other Assets & Liabilities, Net		9.5

Total		100.0%


Annual Report—Commentary		Marshall Mid-Cap Value Fund

Fund Managers:

Matthew B. Fahey; Gregory S. Dirkse, CFA and Brian J. Janowski, CFA, CPA, began investment experience in 1984, 1999 and 2002, respectively

Analyst:

Jeffrey J. Strong

The Marshall Mid-Cap Value Fund (the Fund) returned 16.35% for the fiscal year ended August 31, 2011 versus the Lipper Multi-Cap Value Fund Index and the Russell Midcap^® Value Index (RMVI), which returned 13.52% and 17.51%, respectively.

The fiscal year started with eight consecutive monthly gains, as fears of a slowing economy began to dissipate with the help of monetary policy actions. The remaining four months of the year produced negative returns as the global economic outlook slowed due to European banking issues and developing countries attempting to slow their growth in fear of inflation. All ten economic sectors in the Russell Index recorded positive results for the year ranging from 36% in Healthcare to 8% in Financials.

In terms of relative stock selection results versus the RMVI, three sectors, Materials, Information Technology, and Telecommunication Services produced strong results. Within the Materials sector, the Fund produced a return in excess of 35%, led by CF Industries Holdings, Inc. (1.4% of the Fund, 98.6%), Sealed Air Corp. (0.0% of the Fund, 32.4%), and PPG Industries, Inc. (0.0% of the Fund, 30.0%). In Information Technology, InterDigital, Inc. (2.2% of the Fund, 111.0%) propelled that sector much higher than the comparable index results. The Telecommunication Services sector outperformance was driven by two takeovers owned in the Fund, namely Quest Communications International, Inc. (0.0% of the Fund, 25.4%) and Syniverse Holdings, Inc. (0.0% of the Fund, 34.4%).

Healthcare, Financials, and Industrials sectors trailed in relative results. In Healthcare, several stocks performed well including AmerisourceBergen Corp. (2.1% of the Fund, 46.8%) and CIGNA Corp. (2.0% of the Fund, 45.2%), however, their return was not sufficient to overcome Community Health Systems, Inc. (1.5% of the Fund, -21.9%). The REIT segment of the Financials was a detractor from relative performance within the Financials sector. The average return of the REIT’s in the Index was over 17% and the Index average weight in REIT’s was over 10%. The Fund holds approximately 2% in REIT’s. Additionally, bank stocks detracted from performance, in particular, Comerica, Inc. (0.9% of the Fund, -24.9%) and Popular, Inc. (1.0% of the Fund, -18.8%). Also, the Industrials sector performance was pulled down by Diana Shipping, Inc. (0.0% of the Fund, -31.0%) and Oshkosh Corp. (0.0% of the Fund, -21.1%).

In the sector weight category, an overweight in Healthcare added to relative performance as the fund carried an average weight of 8.5% during the year compared to 5.6% in the index and the sector was an outperformer. An underweight position in the worst performing sector, Financials, added to relative performance. A substantial underweight in Utilities, however, detracted from performance as the sector was up approximately 20%.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.

The above graph relates to the Investor Class shares of the Fund. Performance for the Institutional Class shares will vary from the performance of the Investor Class shares shown above due to differences in charges and expenses. The Lipper Multi-Cap Value Fund Index is replacing the Lipper Mid-Cap Value Fund Index as the Fund’s Benchmark. Lipper has reclassified the Fund based on a review of the Fund’s current portfolio holdings. The Lipper Mid-Cap Value Fund Index will be excluded from this comparison in the future.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LMCVFI	LMLCVFI	RMCVI
1-year (Class Y)	16.35%	16.29%	13.52%	17.51%
1-year (Class I)	16.72%	16.29%	13.52%	17.51%
5-year (Class Y)	1.69%	1.80%	(1.53)%	1.36%
10-year (Class Y)	6.09%	6.26%	2.92%	7.50%

Commencement of Operations
(2/1/08) (Class I)	1.16%	0.40%	(3.04)%	0.95%


Expense Ratios	Gross	Net
Investor shares	1.27%	1.24%
Institutional shares	1.02%	0.99%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		15.2%
Consumer Staples		5.4
Energy		10.9
Financials		19.5
Healthcare		10.1
Industrials		11.7
Information Technology		12.6
Materials		5.6
Telecommunication Services		1.4
Utilities		4.7
Other Assets & Liabilities, Net		2.9

Total		100.0%


Annual Report—Commentary		Marshall Mid-Cap Growth Fund

Fund Managers:

Analysts:

Kenneth S. Salmon and Patrick M. Gundlach,

CFA, began investment experience in 1986 and 2002, respectively

Bryan J. Bigari, CFA; Ryan P. Bushman, CFA and Earl R. DeLaet, CFA

The Marshall Mid-Cap Growth Fund (the Fund) returned 23.30% for the fiscal year ended August 31, 2011 versus the Lipper Mid-Cap Growth Fund Index and the Russell Midcap^® Growth Index, which returned 22.13% and 25.61%, respectively.

Fiscal year 2011 began on a strong note in the wake of the Federal Reserve’s (the Fed) quantitative easing plan. Ongoing global economic expansion continued for the first three-fourths of the period, as stocks generally rallied and our exposure to companies benefiting from the expansion continued to be additive to the Fund. However, similar to last year, macroeconomic headlines, notably the continued debt crisis in the Euro Zone, the Japanese earthquake/tsunami, and the United States’ own debt ceiling issues and eventual credit downgrade, served to weigh on investor and consumer confidence as the spring and summer unfolded, despite companies continuing to report strong fundamental results in most instances. This environment drove a “flight to quality,” which meant less equity exposure for many, especially in small and midcap issues, and a crowding into what are perceived to be more historically defensive sectors like Healthcare and Consumer Staples.

Our stock selection process remains disciplined and active. Companies must demonstrate improving rates of what we view to be sustainable growth prior to us investing. In effect, this serves to limit risk in the portfolio and reduce volatility in what has been a highly volatile fiscal year. Strict adherence to our process continues to uncover stocks that will benefit in a variety of economic conditions.

The Fund’s performance was driven by strong stock selection in the Healthcare, Industrials, and Information Technology sectors and hurt by overall sector allocation. Health Care and Industrials performed the best, while Consumer Discretionary and Materials performed the worst. The top contributors to the Fund’s performance in the period were: Energy XXI (Bermuda), Ltd. (3.8% of the Fund, 34.1%), Gulfport Energy Corp. (4.6% of the Fund, 40.3%), and Sonic Solutions, Inc. (0.0% of the Fund, 79.9%). The top detractors to Fund performance were: Thompson Creek Metals Co., Inc. (1.6% of the Fund, -3.6%), Dendreon Corp. (0.4% of the Fund, -65.7%), and Advantage Oil & Gas, Ltd. (1.5% of the Fund, -28.4%).

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LMCGFI	RMCGI
1-year (Class Y)	23.30%	22.13%	25.61%
1-year (Class I)	23.66%	22.13%	25.61%
5-year (Class Y)	5.43%	4.94%	4.28%
10-year (Class Y)	3.22%	4.79%	5.90%

Commencement of Operations
(2/1/08) (Class I)	2.97%	1.59%	2.67%


Expense Ratios	Gross	Net
Investor shares	1.25%	1.24%
Institutional shares	1.00%	0.99%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		14.0%
Consumer Staples		0.9
Energy		11.2
Financials		2.5
Healthcare		16.1
Industrials		19.5
Information Technology		25.7
Materials		4.5
Telecommunication Services		4.1
Warrants		0.0
Other Assets & Liabilities, Net		1.5

Total		100.0%


Annual Report—Commentary		Marshall Small-Cap Value Fund

Fund Managers:

Matthew B. Fahey; Gregory S. Dirkse, CFA and Brian J. Janowski, CFA, CPA, began investment experience in 1984, 1999 and 2002, respectively

Analyst:

Jeffrey J. Strong

The Marshall Small-Cap Value Fund (the Fund) returned -7.50% for the six-month period from inception (March 1, 2011) to August 31, 2011 versus the Lipper Small-Cap Value Fund Index and the Russell 2000^® Value Index, which returned -12.63% and -12.99%, respectively.

The fears of a slowing economy began to dissipate, with the help of monetary policy actions, in the second half of 2010, fueling a market rally which lasted until early in the second quarter of 2011. Unfortunately, concerns of a slowing global economic outlook due to European banking issues and attempts by developing countries to slow their growth contributed to a sell-off in the equity markets from May to the end of the fiscal year. Macro issues continue to dominate the headlines, but the Fund focuses on individual company fundamentals and valuations. While macro factors are considered; they are not the driving force for investment decisions.

During the first six months of the fund’s existence, relative performance was strong due to successful stock selection, while sector allocation contributed negatively to relative performance. In the Information Technology sector, superior stock selection led to strong relative results, including InterDigital, Inc. (2.1% of the Fund, 48.3%), Brightpoint, Inc. (1.3% of the Fund, 16.4%), and Littlefuse Inc. (0.0% of the Fund, 17.7%). Quest Software, Inc. (1.2% of the Fund, -35.7%) hindered performance.

The average return of the stocks in the Energy sector was down approximately 6% for the Fund, but that compared favorably to the index return of -18%. Significant contributors included Bill Barrett Corp (1.7% of the Fund, 23.3%) and Helix Energy Solutions Group, Inc. (1.2% of the Fund, 9.7%). Detractors in the sector included VAALCO Energy, Inc. (1.1% of the Fund, -20.6%) and Matrix Services Co. (0.8% of the Fund, -20.0%).

Stock selection was also positive in the Healthcare and Materials sectors. Healthcare was led by Medicis Pharmaceutical Corp., Class A (1.8% of the Fund, 21.8%). A buyout offer for Graham Packaging Co., Inc. (0.0% of the Fund, 30.8%) in the Materials sector propelled sector returns and more than offset losses in Chemtura Corp. (0.8% of the Fund, -30.4%) and Stillwater Mining Co. (0.0% of the Fund, -20.2%).

Sector allocation detracted from relative performance. An overweight position in Information Technology detracted from relative performance as did an underweight position in Utilities.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Cumulative
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LSCVFI	Russell 2000^® VI
Commencement of Operations
(3/1/11) (Class Y)	(7.50)%	(12.63)%	(12.99)%

Commencement of Operations
(3/1/11) (Class I)	(7.40)%	(12.63)%	(12.99)%


Expense Ratios	Gross	Net
Investor shares	1.82%	1.24%
Institutional shares	1.57%	0.99%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		12.6%
Consumer Staples		4.4
Energy		8.2
Financials		22.4
Healthcare		8.0
Industrials		15.6
Information Technology		16.8
Materials		5.6
Utilities		1.5
Other Assets & Liabilities, Net		4.9

Total		100.0%


Annual Report—Commentary		Marshall Small-Cap Growth Fund

Fund Managers:

Analysts:

Kenneth S. Salmon and Patrick M. Gundlach, CFA, began investment experience in 1986 and 2002, respectively

Bryan J. Bigari, CFA; Ryan P. Bushman, CFA and Earl R. DeLaet, CFA

The Marshall Small-Cap Growth Fund (the Fund) returned 24.66% for the fiscal year ended August 31, 2011 versus the Lipper Small-Cap Growth Fund Index and the Russell 2000^® Growth Index, which returned 24.66% and 27.54%, respectively.

Fiscal year 2011 began on a strong note in the wake of the Federal Reserve’s (the Fed) quantitative easing plan. Ongoing global economic expansion continued for the first three-fourths of the period, as stocks generally rallied and our exposure to companies benefiting from the expansion continued to be additive to the Fund. However, similar to last year, macroeconomic headlines, notably the continued debt crisis in the Euro Zone, the Japanese earthquake/tsunami, and the United States’ own debt ceiling issues and eventual credit downgrade, served to weigh on investor and consumer confidence as the spring and summer unfolded, despite companies continuing to report strong fundamental results in most instances. This environment drove a “flight to quality”, which meant less equity exposure for many, especially in small and midcap issues, and a crowding into what are perceived to be more historically defensive sectors like Health Care and Consumer Staples.

Our stock selection process remains disciplined and active. Companies must demonstrate improving rates of what we view to be sustainable growth prior to us investing. In effect, this serves to limit risk in the portfolio and reduce volatility in what has been a highly volatile fiscal year 2011. Strict adherence to our process continues to uncover stocks that will benefit in a variety of economic conditions.

The Fund’s performance was driven primarily by strong stock selection in the Materials, Information Technology and Consumer Staples sectors, along with sector allocation within Energy and Information Technology. Energy and Materials performed best, while Financials and Industrials were laggards. The top contributors to total return for the Fund during the year were: Sonic Solutions, Inc. (0.0% of the Fund, 82.5%), Energy XXI (Bermuda), Ltd. (4.3% of the Fund, 34.1%), and Gulfport Energy Corp. (4.7% of the Fund, 72.3%). The worst performers for the Fund during the year were: American Superconductor Corp. (0.0% of the Fund, -33.2%), Thompson Creek Metals Co., Inc. (2.1% of the Fund, -3.6%), and Brown Shoe Co., Inc. (0.0% of the Fund, -32.1%).

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LSCGFI	Russell 2000^® GI
1-year (Class Y)	24.66%	24.66%	27.54%
1-year (Class I)	25.00%	24.66%	27.54%
5-year (Class Y)	6.62%	2.76%	3.59%
10-year (Class Y)	7.41%	3.89%	4.89%

Commencement of Operations
(2/1/08) (Class I)	5.18%	1.58%	3.23%


Expense Ratios	Gross	Net
Investor shares	1.50%	1.44%
Institutional shares	1.25%	1.19%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		9.4%
Consumer Staples		1.6
Energy		14.3
Financials		7.6
Healthcare		16.2
Industrials		19.0
Information Technology		23.6
Materials		5.3
Telecommunication Services		1.2
Warrants		0.0
Other Assets & Liabilities, Net		1.8

Total		100.0%


Annual Report—Commentary		Marshall International Stock Fund

Investment Adviser:

Sub-advisers:

M&I Investment Management Corp.

Acadian Asset Management, LLC

Trilogy Global Advisors, LLC

The Marshall International Stock Fund (the Fund) returned 10.17% for the fiscal year ended August 31, 2011 versus the Lipper International Large-Cap Core Fund Index and the Morgan Stanley Capital International Europe, Australasia, Far East Index (MSCI EAFE) which returned 10.25% and 10.01%, respectively.

International markets were in positive territory for the fiscal year, though solid gains in 2010 gave way to more volatile and negative performance in 2011. In the latter part of 2010, investors overlooked concerns about the strength and sustainability of global recovery and responded to bright spots in a few key economies. However, it remained an uncertain environment characterized by considerable volatility. As we entered 2011, improving economic news in some key markets contended with the disaster in Japan, political unrest across the Middle East and North Africa, debt concerns in Europe, rising energy prices, and accelerating inflation. Subsequently, less positive developments became more prominent, particularly the concerns about Europe’s financial stability, fears of fading economic recovery in the U.S., and the downgrade on U.S. credit.

Trilogy’s portion of the Fund underperformed the MSCI EAFE Growth Index for the fiscal year. Stock selection in the Energy, Health Care, Industrials, and Utilities sectors added the most relative value as did an overweight allocation to the Energy sector. Offsetting these positives was the relative underperformance of holdings in the Consumer Discretionary, Consumer Staples, and Information Technology sectors as well as an overweight allocation to the Financials sector and an underweight allocation to the Consumer Staples sector. Geographically, stock selection in the United Kingdom and Japan contributed to relative performance as did an overweight allocation to Canada and an underweight allocation to Japan. Offsetting these positives was the relative underperformance of holdings in Asia ex-Japan, continental Europe, and Emerging Markets. On an individual stock basis, significant contributors for the period were Petroleum Geo-Services ASA (0.8% of the Fund, 40.3%), Yara International ASA (1.4% of the Fund, 39.2%), and Daimler AG (0.2% of the Fund, 14.3%) while significant detractors included Marine Harvest ASA (0.0% of the Fund, -53.3%), Credit Suisse Group AG (0.7% of the Fund, -32.8%), and Fiat Industrial SpA (0.6% of the Fund, -30.9%).

Acadian’s portion of the Fund outperformed the MSCI EAFE Value Index for the fiscal year. Stock selection was the main source of return, but gains were realized from country allocations. Contributing most notably to return was stock selection in Japan, France, Singapore, Italy, Switzerland, and Sweden. Stock selection was strongest in Utilities, Industrials, and Consumer Discretionary companies, including Telecom Corp. of New Zealand, Ltd. (0.7% of the fund, 68.0%), Jardine Cycle and Carriage, Ltd. (0.8% of the Fund, 60.4%), and BASF SE (0.8% of the Fund, 40.0%). Geographically, the portfolio gained from its allocation to emerging markets, including Korea, Poland, and Indonesia; its underweighting in Spain; and its overweightings in Singapore and Sweden. Allocations hindering performance included the overweighting in Japan, allocations to Greece and India, and stock selection in Germany, notably a position in Deutsche Bank AG (0.9% of the Fund, -44.5%). Other holdings that detracted return included Research in Motion, Ltd. (0.0% of the Fund, -33.1%) and Bank of Cyprus Public Co., Ltd. (0.2% of the Fund, -65.1%).

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LILCCFI	EAFE
1-year (Class Y)	10.17%	10.25%	10.01%
1-year (Class I)	10.41%	10.25%	10.01%
5-year (Class Y)	(4.07)%	(1.53)%	(1.48)%
5-year (Class I)	(3.72)%	(1.53)%	(1.48)%
10-year (Class Y)	2.37%	4.37%	4.96%
10-year (Class I)	2.69%	4.37%	4.96%


Expense Ratios	Gross	Net
Investor shares	1.81%	1.45%
Institutional shares	1.56%	1.20%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		11.6%
Consumer Staples		4.6
Energy		12.4
Financials		22.7
Healthcare		7.2
Industrials		11.8
Information Technology		6.4
Materials		8.6
Telecommunication Services		6.3
Utilities		2.7
Other Assets & Liabilities, Net		5.7

Total		100.0%


Annual Report—Commentary		Marshall Emerging Markets Equity Fund

Investment Adviser:

Sub-adviser:

M&I Investment Management Corp.

Trilogy Global Advisors, LLC

The Marshall Emerging Markets Equity Fund (the Fund) returned 5.08% for the fiscal year ended August 31, 2011 versus the Lipper Emerging Markets Fund Index and the Morgan Stanley Capital International Emerging Markets Index (MSCI) which returned 9.58% and 9.07%, respectively.

For the last four months of 2010, emerging markets equities experienced significant double digit returns despite much angst about a double-dip recession, sovereign debt troubles in the Euro Zone, and ongoing concerns about inflation, deflation, “currency wars”, and the efficacy of quantitative easing. Emerging market equities registered positive returns in the first quarter in U.S. dollar terms as investor perceptions of global growth prospects remained positive, despite concerns about rising inflationary pressures, heightened geopolitical risk, and Japan’s tragic earthquake and tsunami disasters. The second quarter saw emerging market equities post modest losses as a variety of macroeconomic concerns appeared to dominate market swings with investors becoming alternately optimistic and pessimistic about global economic growth, Europe’s sovereign debt crisis, and the impact of Japan’s triple disaster on global growth and supply chains. After posting modest losses in July, emerging market equities suffered high single digit losses in August. Catalysts for the August decline included the confidence-eroding effects of the U.S. debt-ceiling drama and Standard and Poors downgrade of U.S. debt, together with weak economic data and concerns that Europe’s sovereign debt crisis was spinning out of control.

During this very volatile period, the Fund underperformed the MSCI Emerging Markets Index. Stock selection in the Information Technology, Energy, Consumer Staples, and Utilities sectors added the most relative value as did an underweight allocation to the Utilities sector. Offsetting these positives was the relative underperformance of holdings in the Consumer Discretionary, Financials, Materials, and Telecommunication Services sectors as well as an underweight allocation to the Telecommunication Services sector. Geographically, stock selection in China, Brazil, South Africa, and South Korea added the most relative value as did an overweight allocation to South Africa. Offsetting these positives was the relative underperformance of holdings in Asia, primarily as a result of poor stock selection in India, Taiwan, and Indonesia. Holdings in EMEA (Europe, Middle East, and Africa) also underperformed on a relative basis mainly due to poor stock selection in Russia and an overweight allocation to Egypt. Finally, holdings in Latin America underperformed relatively as a result of negative stock selection in Mexico and Peru. On an individual stock basis, significant positive contributors for the period included SINA Corp. (0.0% of the Fund, 188.8%), Naspers, Ltd., N Shares (2.7% of the Fund, 30.5%), and NovaTek OAO, GDR (0.0% of the Fund, 49.1%) while significant detractors for the period included Unitech, Ltd. (0.0% of the Fund, -63.4%), OJSC Novolipetsk Steel (NLMK), GDR (1.3% of the Fund, -34.4%), and Huabao International Holdings, Ltd. (0.6% of the Fund, -46.2%).

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LEMFI	EMI
1-year (Class Y)	5.08%	9.58%	9.07%
1-year (Class I)	5.32%	9.58%	9.07%
Commencement of Operations
(12/23/08) (Class Y)	23.73%	29.13%	28.99%
Commencement of Operations
(12/23/08) (Class I)	24.00%	29.13%	28.99%


Expense Ratios	Gross	Net
Investor shares	1.87%	1.50%
Institutional shares	1.62%	1.25%


Portfolio Sector Allocations(2)
Sector		Fund
Consumer Discretionary		13.9%
Consumer Staples		4.2
Energy		14.8
Financials		25.8
Healthcare		2.1
Industrials		4.2
Information Technology		14.1
Materials		12.1
Telecommunication Services		3.0
Utilities		2.3
Other Assets & Liabilities, Net		3.5

Total		100.0%


Annual Report—Commentary		Marshall Ultra Short Tax-Free Fund

Fund Managers:

Analysts:

Craig J. Mauermann and Duane A. McAllister, CFA, began investment experience in 1997 and 1987, respectively

Erik R. Schleicher; Andrew W. Tillman and Joseph J. Czechowicz

The Marshall Ultra Short Tax-Free Fund (the Fund) returned 1.33% for the fiscal year ended August 31, 2011 versus the Lipper Short Municipal Debt Fund Index, the Barclays Capital 1 Year Municipal Bond Index and the blended benchmark of 50% Barclays Capital 1 Year Municipal Bond Index, and 50% iMoneyNet Money Market Fund Tax-Free National Retail Index, which returned 1.77%, 1.22%, and 0.62%, respectively.

Performance in the tax-exempt market last year depended to a large extent on where along the yield curve one was invested. Short-term rates fell as much as 20 basis points, while 15 year maturities and longer rose as much as 30 basis points.

A year ago, the economy was slowing and deflation concerns were on the rise, spurring the Federal Reserve (the Fed) toward a second round of quantitative easing (QE2). Stock prices rose, but so did interest rates and energy prices. Persistent and heavy redemptions of tax-exempt mutual funds, driven by predictions in the media of unprecedented default levels, forced funds to sell into an already weak market. Defaults ultimately fell rather than rose and outflows slowed, stabilizing tax-exempt prices. The economy received little benefit from QE2. In recent months, economic data has slowed and European sovereign debt concerns have worsened, pushing yields lower.

We were cautious on rates throughout the year, holding Fund duration generally between 0.50 and 0.70 years. As short rates fell, we reduced our fixed-rate exposure from 60% of the Fund to 50% to minimize price volatility; even reducing exposure to three and four year maturities, in favor of shorter maturities. We were able to increase our floating-rate allocation without sacrificing yield, given the ample opportunities among these issues. We continue to avoid any issues, fixed- or floating-rate, that are subject to the alternative minimum tax (AMT). The modest additional yield on short-term AMT issues is not worth the inconvenience and potential cost it presents many shareholders.

The Fed is now on hold until mid-2013 and the yield curve remains steep, rewarding investors willing to extend out of cash or short-term investments. Barring a significant increase in supply, unlikely given the austere mood across municipalities, demand should be sufficiently strong. As the new fiscal year begins, tax-exempt yields are high relative to Treasury yields. While there will certainly be more challenges ahead, both within and outside the municipal market, tax-exempt investors weathered a fairly significant storm over the past year and found the asset class remains a steady source of income with relative stability.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LSMDFI	B1MBI	BI
1-year (Class Y)	1.33%	1.77%	1.22%	0.62%
1-year (Class I)	1.58%	1.77%	1.22%	0.62%

Commencement of Operations
(10/1/09) (Class Y)	1.64%	1.98%	1.61%	0.82%

Commencement of Operations
(10/1/09) (Class I)	1.89%	1.98%	1.61%	0.82%


Expense Ratios	Gross	Net
Investor shares	0.73%	0.57%
Institutional shares	0.48%	0.32%


Portfolio Credit Ratings(2)
Sector		Fund
AAA		9.1%
AA		25.3
A		31.0
BBB		13.0
BB		2.0
SP-1		0.3
SP-2		1.6
NR		9.9
Other Assets & Liabilities, Net		7.8

Total		100.0%


Municipal Issuance/Industry Type(2)
Issuance/Industry		Fund
General Obligation—17.2%
School District		5.4%
State or Local		11.8
Revenue Bonds—75.0%
Appropriation		13.3
Education		5.8
General Revenue		8.8
Healthcare		26.2
Housing		2.2
Industrial Revenue		5.0
Power		2.4
Special Tax		1.6
Student Loan		0.8
Tobacco		0.2
Transportation		2.2
Water & Sewer		6.5
Other Assets & Liabilities, Net		7.8

Total		100.0%


Annual Report—Commentary		Marshall Short-Term Income Fund

Fund Manager:

Vincent S. Russo, CFA, began investment experience in 1991

Analysts:

Daniel P. Byrne, CFA; David M. Komberec, CFA; Genny C. Lynkiewicz, CFA; Andrew J. O’Connell; Matthew J. Olmsted, CFA; Abhishek X. Pulakanti, FRM and Andrew M. Reed, CFA

The Marshall Short-Term Income Fund (the Fund) returned 2.59% for the fiscal year ended August 31, 2011 versus the Lipper Short-Term Investment Grade Debt Fund Index and the Bank of America Merrill Lynch 1-3 Year U.S. Government/Corporate Index, which returned 1.77% and 1.75%, respectively.

Last year at this time, the economy was slowing and deflation concerns were on the rise. To help stimulate growth and boost inflation, the Federal Reserve (the Fed) embarked on a second round of quantitative easing. Treasury yields rose in response to the Fed action, but soon began trending downward on continued slow economic growth, a lingering European sovereign debt crisis, and political gridlock with respect to how to handle the deficit issues in the U.S. Treasuries posted a healthy total return during the Fund’s fiscal year of 4.17%. Risk assets, including corporate bonds, commercial and residential mortgage-backed securities (CMBS and MBS), and asset-backed securities (ABS) outperformed Treasuries for the Fund’s fiscal year, but not without significant volatility. Risk assets were in and out of favor throughout the year as risk appetites vacillated with the macro conditions. This fluctuation between “risk on” and “risk off” resulted in a challenging environment for bond investors.

During the last half of 2010, the Fund’s performance was bolstered by strong security and sector selection. Within the structured product universe, the Fund’s tactical allocation to CMBS, MBS, and auto loan ABSs were additive to performance on both an absolute and relative basis. In the corporate bond sector, lower rated credits, specifically A and BBB industrial names exhibited solid fundamentals backed by stronger balance sheets and large cash reserves. The Fund took advantage of these improving credit situations which added to performance during this “risk on” phase of the year. Moving into 2011, the Fund continued to underweight Treasury securities and overweight corporate bonds and structured product, which was additive to performance as investors continued to play the “risk on” trade. Individual security selection saw enhanced performance with names from the banking, non-captive finance and healthcare industries posting solid returns. As we entered the summer months and unemployment remained at 9%, the U.S. deficit issues took center stage and the fate of Greece and large European banking institutions seemed grim, investors retreated back to the “risk off” trade. During this time period the Fund underperformed its benchmark and market peers as it remained underweight in Treasuries. Additionally, the Fund was modestly shorter duration on expectations of higher rates on improving economic fundamentals.

Looking forward, we expect lackluster economic growth and sluggish new jobs creation. Corporations and individuals are sitting on record levels of cash, but remain reticent to redeploy assets until more clarity is given on tax policy and healthcare and regulatory reform. This, coupled with continued uncertainty abroad, will produce ongoing volatility and uncertainty in the markets. We will continue to manage the Fund in a conservative fashion, while opportunistically capturing incremental return by capitalizing on market inefficiencies.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LSTIDI	ML13
1-year (Class Y)	2.59%	1.77%	1.75%
1-year (Class I)	2.73%	1.77%	1.75%
5-year (Class Y)	4.42%	3.51%	4.26%
10-year (Class Y)	3.75%	3.17%	3.81%

Commencement of Operations
(6/1/07) (Class I)	4.60%	3.33%	4.22%


Expense Ratios	Gross	Net
Investor shares	0.82%	0.64%
Institutional shares	0.57%	0.39%


Portfolio Sector Allocations(2)
Sector		Fund
Asset-Backed Securities		5.3%
Collateralized Mortgage Obligations		4.5
Commercial Mortgage Securities		11.8
Corporate Bonds & Notes		43.9
Municipals		6.4
Mutual Funds		4.2
U.S. Government & U.S. Government Agency Obligations		12.9
U.S. Government Agency—Mortgage Securities		3.7
Other Assets & Liabilities, Net		7.3

Total		100.0%


Annual Report—Commentary		Marshall Short-Intermediate Bond Fund

Fund Manager:

Analysts:

Jason D. Weiner, CFA, began investment

experience in 1993

Daniel P. Byrne, CFA; David M. Komberec, CFA; Andrew J. O’Connell; Matthew J. Olmsted, CFA; Abhishek X. Pulakanti, FRM; Andrew M. Reed, CFA and Vincent S. Russo, CFA

The Marshall Short-Intermediate Bond Fund (the Fund) returned 4.07% for the fiscal year ended August 31, 2011 versus the Lipper Short/Intermediate Investment Grade Debt Fund Index and the Barclays Intermediate Government/Credit Index, which returned 3.08% and 4.01%, respectively.

During the last half of 2010, the Fund’s performance was bolstered by strong security and sector selection. From a sector standpoint, holdings of specific MBS and CMBS enhanced performance. Additionally, the Fund was tactically overweight in financial names and credits rated A and BBB. Moving into 2011, the Fund continued to underweight Treasury securities and overweight corporate bonds and structured product, which was additive to performance as investors continued to employ the “risk on” trade. As we entered the summer months and unemployment remained at 9%, the U.S. deficit issues took center stage and the fate of Greece and large European banking institutions seemed grim, investors retreated back to the “risk off” trade. During this time period, the Fund had begun to systematically shift exposures in structured products to Treasuries and high quality corporate bonds. As a result of these transitions, the Fund, at times during the quarter, held unusually high cash balances and was short-duration, which hurt relative performance. This underperformance was transitory as the Fund outperformed the benchmark and market peers during the last three months of the fiscal year.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LSIDF	BIGCI
1-year (Class Y)	4.07%	3.08%	4.01%
1-year (Class I)	4.22%	3.08%	4.01%
5-year (Class Y)	5.77%	5.05%	6.11%
10-year (Class Y)	4.87%	4.35%	5.29%

Commencement of Operations
(6/1/07) (Class I)	6.37%	5.19%	6.41%


Expense Ratios	Gross	Net
Investor shares	0.93%	0.80%
Institutional shares	0.68%	0.55%


Portfolio Sector Allocations(2)
Sector		Fund
Collateralized Mortgage Obligations		2.8%
Commercial Mortgage Securities		5.1
Corporate Bonds & Notes		51.5
Municipals		1.4
U.S. Government & U.S. Government Agency Obligations		28.3
U.S. Government Agency—Mortgage Securities		6.7
Other Assets & Liabilities, Net		4.2

Total		100.0%


Annual Report—Commentary		Marshall Intermediate Tax-Free Fund

Fund Managers:

Analysts:

John D. Boritzke, CFA and Duane A.

McAllister, CFA, began investment experience in 1983 and 1987, respectively

Andrew W. Tillman; Erik R. Schleicher and
Joseph J. Czechowicz

The Marshall Intermediate Tax-Free Fund (the Fund) returned 2.65% for the fiscal year ended August 31, 2011 versus the Lipper Intermediate Municipal Debt Fund Index and the Barclays Capital Municipal Bond 1-15 Year Blend Index which returned 2.45% and 2.96%, respectively.

We were cautious on rates throughout the year, but yield curve positioning drove performance. Five to ten year maturities, where the majority of Fund holdings are priced, outperformed other curve segments as short- and intermediate-term rates fell, and bonds rolled down the curve. Over time, a portion of the intermediate holdings were repositioned into a modest barbell, emphasizing both shorter and longer maturities. Among Fund credits, A rated issues outperformed all other investment grade categories, but the BBB rated issues lagged as credit spreads widened. We elected to add BBB exposure over the course of the year as valuations improved. Surprisingly, general obligation issues outperformed revenue bonds, despite media focus on local government fiscal challenges.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LIMDI	BMB15I
1-year (Class Y)	2.65%	2.45%	2.96%
5-year (Class Y)	5.58%	4.35%	5.28%
10-year (Class Y)	4.57%	4.07%	4.80%


Cumulative
Total Returns (Institutional Class)
As of 8/31/2011
	Fund	LIMDI	BMB15I
Commencement of Operations
(12/28/10) (Class I)	6.17%	6.13%	6.19%


Expense Ratios	Gross	Net
Investor shares	0.77%	0.56%
Institutional shares	0.72%	0.51%


Portfolio Credit Ratings(2)
Sector		Fund
AAA		8.0%
AA		39.4
A		25.6
BBB		13.7
BB		0.2
SP-1		0.8
SP-2		1.3
NR		6.7
Other Assets & Liabilities, Net		4.3

Total		100.0%


Municipal Issuance/Industry Type(2)
Issuance/Industry		Fund
General Obligation—23.1%
School District		12.8%
State or Local		10.3
Revenue Bonds—72.6%
Appropriation		13.6
Education		7.5
General Revenue		3.4
Healthcare		13.8
Housing		6.7
Industrial Revenue		2.8
Power		4.8
Special Tax		1.6
Student Loan		1.3
Tobacco		0.2
Transportation		5.6
Water & Sewer		11.3
Other Assets & Liabilities, Net		4.3

Total		100.0%


Annual Report—Commentary		Marshall Government Income Fund

Fund Manager:

Jason D. Weiner, CFA, began investment experience in 1993

Analysts:

David M. Komberec, CFA and
Daniel P. Byrne, CFA

The Marshall Government Income Fund (the Fund) returned 4.72% for the fiscal year ended August 31, 2011 versus the Lipper U.S. Mortgage Funds Index and the Barclays U.S. Mortgage-Backed Securities Index, which returned 4.87% and 4.98%, respectively.

The biggest drivers of performance for the last half of 2010 and early 2011 were the Fund’s duration positioning, allocation to CMBS, and security and subsector selection within MBS, which are the majority of the Fund’s holdings. In addition, the Fund modestly employed ABSs and collateralized mortgage obligations (CMOs) which also benefited performance for the year.

The Fund underperformed its benchmark and peers during the second half of the fiscal year, primarily due to the Fund’s relative duration mismatch at various points throughout the period. Additionally, allocations to the structured product sector, including certain ABS and non-agency CMOs, coupled with an underweight to GNMA securities, detracted from performance as investors sought the relative safety and security of U.S. agency and Treasury securities. The real possibility of a U.S. government sponsored mortgage refinancing program emerged again during the last few weeks of the Fund’s fiscal year. While the intentions of moving consumers into lower coupon mortgages and thus freeing up cash to spend elsewhere are good, the unintended consequences to the MBS market in the form of rapid pre-payments and extended new mortgage durations put significant downward pressure on the sector.

Looking forward, we expect lackluster economic growth and sluggish new jobs creation. Corporations and individuals are sitting on record levels of cash, but remain reticent to redeploy assets until more clarity is given on tax policy and healthcare and regulatory reform. This environment coupled with continued uncertainty abroad will produce ongoing volatility and uncertainty in the markets. We will continue to manage the Fund in a conservative fashion, while opportunistically capturing incremental return by capitalizing on market inefficiencies.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LUSMI	BMI
1-year (Class Y)	4.72%	4.87%	4.98%
1-year (Class I)	4.99%	4.87%	4.98%
5-year (Class Y)	6.41%	5.97%	6.80%
10-year (Class Y)	5.35%	5.00%	5.75%

Commencement of Operations
(6/1/07) (Class I)	7.03%	6.21%	7.09%


Expense Ratios	Gross	Net
Investor shares	0.88%	0.80%
Institutional shares	0.63%	0.55%


Portfolio Sector Allocations(2)
Sector		Fund
Asset-Backed Securities		1.9%
Collateralized Mortgage Obligations		17.3
Commercial Mortgage Securities		10.1
Corporate Bonds & Notes		0.9
U.S. Government & U.S. Government Agency Obligations		4.0
U.S. Government Agency-Mortgage Securities		78.5
Other Assets & Liabilities, Net		(12.7)

Total		100.0%


Annual Report—Commentary		Marshall Corporate Income Fund

Investment Adviser:

Sub-adviser:

M&I Investment Management Corp.

Taplin, Canida & Habacht, LLC

The Marshall Corporate Income Fund (the Fund) returned 5.60% for the fiscal year ended August 31, 2011 versus the Lipper Intermediate Investment Grade Debt Fund Index and the Barclays Capital U.S. Credit Index, which returned 4.52% and 4.98%, respectively.

Yield curve, quality, and security selection were the primary drivers of outperformance during the fiscal year. Our commitment to lower quality investment grade securities benefited the Fund as BBB rated corporate debt was the best performing quality category of the credit markets during the Fund’s fiscal year. In this timeframe, BBB rated securities outperformed A, AA, and AAA rated securities by 130, 148, and 111 basis points of excess return, respectively. Somewhat offsetting the benefit of quality selection was sector selection. The portfolio is underweight in the non-corporate sector of the credit index which outperformed other credit sectors on both an absolute and a duration-matched basis.

The Federal Reserve (the Fed) remains committed to its current accommodative monetary policy, with the expectation of a 0.00%-0.25% target for the Fed funds rate “at least through mid-2013”. As such, the Treasury yield curve and credit curves remain steep in a historical context. The portfolio is structured with a barbelled approach to credit, emphasizing high quality, floating rate notes on the short end of the yield curve and lower quality, investment grade securities on the long end of the curve. This overweight to longer dated securities versus the benchmark benefited the portfolio as long credit outperformed intermediate credit by 120 basis points.

The U.S. economy has been decelerating as a weak residential housing market, volatile financial markets, tight credit conditions, higher food and energy prices, and a weak labor market have impacted consumer spending. The Fed has noted it still has a range of policy initiatives at its disposal in which to provide further monetary stimulus. Among the possible options are expanding its asset purchase program, changing the composition of its balance sheet, and reducing the interest rate paid on excess reserves. A change in the composition of the Fed’s balance sheet would entail extending the average maturity of the portfolio expressly to reduce longer-term interest rates. Such a move would flatten the historically steep Treasury yield curve. Accordingly, the portfolio remains structured in a barbelled fashion as we continue to expect outperformance in longer dated securities.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LIIGDFI	BCCI
1-year (Class Y)	5.60%	4.52%	4.98%
1-year (Class I)	5.77%	4.52%	4.98%

Commencement of Operations
(12/23/08) (Class Y)	14.20%	10.67%	11.65%

Commencement of Operations
(12/23/08) (Class I)	14.44%	10.67%	11.65%
Expense Ratios	Gross	Net
Investor shares	1.09%	0.82%
Institutional shares	0.84%	0.57%


Portfolio Sector Allocations(2)
Sector		Fund
Asset-Backed Securities		11.5%
Corporate Bonds & Notes		80.6
Municipals		0.6
U.S. Government & U.S. Government Agency Obligations		1.2
Other Assets & Liabilities, Net		6.1

Total		100.0%


Annual Report—Commentary		Marshall Aggregate Bond Fund

Fund Manager:

Analysts:

Jason D. Weiner, CFA, began investment

experience in 1993

Daniel P. Byrne, CFA; David M. Komberec, CFA; Andrew J. O’Connell; Matthew J. Olmsted, CFA; Abhishek X. Pulakanti, FRM; Andrew M. Reed, CFA and Vincent S. Russo, CFA

The Marshall Aggregate Bond (the Fund) returned 4.24% for the fiscal year ended August 31, 2011 versus the Lipper Intermediate Investment Grade Debt Fund Index and the Barclays Aggregate Bond Index, which returned 4.52% and 4.62%, respectively.

Last year at this time, the economy was slowing and deflation concerns were on the rise. To help stimulate growth and boost inflation, the Federal Reserve (the Fed) embarked on a second round of quantitative easing. Treasury yields rose in response to the Fed action, but soon began trending downward on continued slow economic growth, a lingering European sovereign debt crisis, and political gridlock with respect to how to handle the deficit issues in the U.S. Treasuries posted a healthy total return during Fund’s fiscal year of 4.17%. Risk assets, including corporate bonds, commercial and residential mortgage-backed securities (CMBS and MBS) and asset-backed securities (ABS) outperformed Treasuries for the Fund’s fiscal year, but not without significant volatility. Risk assets were in and out of favor throughout the year as risk appetites vacillated with the macro conditions. This fluctuation between “risk on” and “risk off” resulted in a challenging environment for bond investors.

During the last half of 2010, the Fund’s performance was bolstered by a tactical overweight to the corporate sector, with a particular emphasis on securities with a lower credit quality. Additionally, the Fund was overweight CMBS. During this “risk on” phase of the year, the Fund’s strategy was effective. Moving into 2011, the Fund restructured to reflect a relatively conservative posture versus peers and the Indexes, predicated on the position that economic conditions would deteriorate and that the Euro Zone issues would re-emerge. This position, which was primarily reflected in the form of a higher allocation to Treasuries and a longer duration, was detrimental to performance for most of the first half of 2011 as investors continued to employ the “risk on” trade. As we entered the summer months and unemployment remained at 9%, the U.S. deficit issues took center stage and the fate of Greece and large European banking institutions seemed grim, investors retreated back to the “risk off” trade. During the last three months of the fiscal year, the Fund captured much of the return lost in previous months.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LIIGDFI	BABI
1-year (Class Y)	4.24%	4.52%	4.62%
1-year (Class I)	4.50%	4.52%	4.62%

Commencement of Operations
(6/1/07) (Class Y)	7.96%	6.27%	6.90%

Commencement of Operations
(6/1/07) (Class I)	8.21%	6.27%	6.90%


Expense Ratios	Gross	Net
Investor shares	0.87%	0.80%
Institutional shares	0.62%	0.55%


Portfolio Sector Allocations(2)
Sector		Fund
Asset-Backed Securities		0.8%
Collateralized Mortgage Obligations		4.2
Commercial Mortgage Securities		2.8
Corporate Bonds & Notes		42.2
Municipals		1.8
U.S. Government & U.S. Government Agency Obligations		17.3
U.S. Government Agency—Mortgage Securities		30.2
Other Assets & Liabilities, Net		0.7

Total		100.0%


Annual Report—Commentary		Marshall Core Plus Bond Fund

Investment Adviser:

Sub-adviser:

M&I Investment Management Corp.

Taplin, Canida & Habacht, LLC

The Marshall Core Plus Bond Fund (the Fund) returned 6.18% for the fiscal year ended August 31, 2011 versus the Lipper Intermediate Investment Grade Debt Fund Index and the Barclays Aggregate Bond Index, which returned 4.52% and 4.62%, respectively.

Sector, quality, and yield curve selection were the primary drivers of the Fund’s outperformance during the fiscal year. The portfolio has maintained an above market weighting to corporate bonds which outperformed duration-matched Treasuries by 47 basis points during the Fund’s fiscal year. Within credit, the Fund is overweight lower quality investment grade securities which also enhanced returns. BBB rated securities were the best performing credit subsector during the fiscal year, realizing 133 basis points of excess return. Our underweight in mortgage-backed securities, which outperformed Treasuries on a duration-matched basis, had a moderating influence.

The Federal Reserve (the Fed) remains committed to its current accommodative monetary policy, with the expectation of a 0.00%-0.25% target for the Fed funds rate “at least through mid-2013”. As such, the Treasury yield curve remains steep in a historical context. Throughout the year, the Fund employed a barbelled strategy regarding duration exposure. This yield curve strategy enhanced returns as longer dated securities outperformed shorter maturities. Over the trailing twelve months through August 31, 2011, long Treasuries outperformed intermediate Treasuries by 107 basis points.

The U.S. economy has been decelerating as a weak residential housing market, volatile financial markets, tight credit conditions, higher food and energy prices, and a weak labor market have inhibited consumer spending. The Fed has noted it still has a range of policy initiatives at its disposal in which to provide further monetary stimulus. Among the possible options are expanding its asset purchase program, changing the composition of its balance sheet, and reducing the interest rate paid on excess reserves. A change in the composition of the Fed’s balance sheet would entail extending the average maturity of the portfolio expressly to reduce longer-term interest rates. Such a move would flatten the historically steep Treasury yield curve. Accordingly, the portfolio remains structured in a barbelled fashion as we continue to expect outperformance in longer dated securities.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LIIGDFI	BABI
1-year (Class Y)	6.18%	4.52%	4.62%
1-year (Class I)	6.45%	4.52%	4.62%

Commencement of Operations
(12/23/08) (Class Y)	10.15%	10.67%	6.96%

Commencement of Operations
(12/23/08) (Class I)	10.43%	10.67%	6.96%


Expense Ratios	Gross	Net
Investor shares	0.91%	0.81%
Institutional shares	0.66%	0.56%


Portfolio Sector Allocations(2)
Sector		Fund
Asset-Backed Securities		9.8%
Commercial Mortgage Securities		1.4
Corporate Bonds & Notes		60.5
Municipals		0.3
U.S. Government & U.S. Government Agency Obligations		4.4
U.S. Government Agency—Mortgage Securities		15.8
Other Assets & Liabilities, Net		7.8

Total		100.0%


Annual Report—Commentary		Marshall Government Money Market Fund

Fund Manager:

Analyst:

John D. Boritzke, CFA, began investment

experience in 1983

Genny C. Lynkiewicz, CFA

The Marshall Government Money Market Fund (the Fund) returned 0.01% for the fiscal year ended August 31, 2011 versus the Lipper U.S. Government Money Market Fund Index and the iMoneyNet, Inc. Government Money Market Index, which returned 0.01% and 0.01%, respectively.

Money market investors faced another challenging year. Economic conditions, which showed some signs of improvement earlier in the year, languished in recent months. Most notably, unemployment remains at 9.1%, down only slightly from 9.6% at the beginning of the Fund’s fiscal year. Housing also remained a sore spot with the foreclosure pipeline continuing to build. Additionally, the second quarter of 2011 brought a “confirmed double-dip” in housing prices. While other economic measures fluctuated between somewhat good and not-so-good news, it is really the status of housing and unemployment that is weighing on the minds of consumers. Throw in a domestic deficit crisis, political gridlock, unrest in the Middle East and North Africa, and concerns over the health of European banks and certain Sovereign debt and you have a highly volatile environment with very little chance for a short-term resolution.

The Federal Reserve (the Fed) remained active throughout the year in an attempt to boost economic growth. The Fed enacted quantitative easing (QE2) in the form of a systematic purchase of over $600 billion in Treasury securities between November 2010 and June 2011 along with exceptionally low rates for Fed Funds. Most recently the Fed stated that, barring an unforeseen uptick in economic activity, the target rate for Fed Funds will remain at 0.00%-0.25% until sometime in mid-2013. While the Fed action pushed investors into riskier assets at various points throughout the year, it has done little to spur economic growth, the housing market, or employment gains.

The Fund continued to perform in line with market peers. The Fed’s QE2 and an increased demand for short-term funding vehicles coupled with weak issuance equated to low rates across all high-quality short-term asset classes. These low rates, coupled with increased SEC regulations with respect to quality and maturity created an environment where money market funds earned very little above 0.01% and the Marshall Government Money Market Fund was no exception. Over the course of the year the Fund extended its maturity structure slightly to try to capture higher yields, but overall remained relatively short. With repurchase agreements and T-bills trading at unattractive levels, the Fund relied more heavily on agency-backed municipal securities. These securities proved to be a good alternative as tax-exempt rates exceeded those of their taxable counterparts on an absolute and after-tax basis. Floating rate securities were utilized earlier in the year on the expectation of higher rates, but became less attractive as prospects for higher rates diminished.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class)*
As of 8/31/2011
	Fund	LUSGMMFI	INGMMI
1-year	0.01%	0.01%	0.01%
5-year	1.73%	1.60%	1.46%

Commencement of Operations
(5/18/04)	2.08%	1.91%	1.77%
7-day Current Yield	0.01%


Average Annual
Total Returns (Institutional Class)*
As of 8/31/2011
	Fund	LUSGMMFI	INGMMI
1-year	0.04%	0.01%	0.01%
5-year	1.91%	1.60%	1.46%

Commencement of Operations
(5/29/04)	2.28%	1.90%	1.77%
7-day Current Yield	0.01%

The performance data quoted represents past performance which is no guarantee of future results. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. To receive current performance to the most recent month-end, please call 1-800-236-3863.

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


Portfolio Sector Allocations(2)
Sector		Fund
Municipals		23.9%
Repurchase Agreements		51.0
U.S. Government & U.S. Government Agency Obligations		22.6
Other Assets & Liabilities, Net		2.5

Total		100.0%


Annual Report—Commentary		Marshall Tax-Free Money Market Fund

Fund Manager:

Analyst:

Craig J. Mauermann, began investment

experience in 1997

Erik R. Schleicher

The Marshall Tax-Free Money Market Fund (the Fund) returned 0.07% for the fiscal year ended August 31, 2011 versus the Lipper Tax Exempt Money Market Fund Index and the iMoneyNet, Inc. Fund Report/Tax-Free National Retail, which returned 0.03% and 0.03%, respectively.

The U.S. business cycle has always had its ups and downs and interest rates have likewise ebbed and flowed; however, the cycle today has now hit record lows. The Federal Reserve (the Fed) stated that, barring unforeseen positive data, overnight lending rates are on hold through roughly mid-2013. The Fed cut its overnight lending rate to nearly zero in December 2008 to spur economic growth during one of the worst recessions in U.S. history. Ordinarily, very low interest rates and massive liquidity infusions by the Fed have fueled recoveries, albeit with added inflation. This time we have had some inflation, only a limited Gross Domestic Product (GDP) recovery, and very little job growth. What is different this time?

Certainly, global events have been a problem. The debt crisis in Europe has undermined confidence in the Euro Zone nations. Further east, the earthquake and subsequent tsunami in Japan was credited with declines in GDP across the world in the second and third quarters. In the U.S., the main culprit relates to uncertainty about future tax rates on businesses and individuals, the budget deficit, and pending healthcare legislation costs. When business owners and managers are faced with this level of uncertainty, new hiring is postponed and plant expansions are cancelled. Managers focus on improving productivity without adding workers, which is precisely what we have been seeing in the data: rising productivity, rising hours worked, and only a very slow pace of new job creation. Given these dynamics, we are unlikely to see a strong improvement in the economy and jobs until Congress eliminates the uncertainty that is holding business owners hostage.

Municipal securities and funds remain attractive investments relative to taxable counterparts. So much so that taxable money market funds have been routinely buying municipal floating rate bonds over the past couple years, which historically is rare. We expect taxable buyers to remain in the municipal space until rates begin rising again under the Fed’s direction.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.


Average Annual
Total Returns (Investor Class)*
As of 8/31/2011
	Fund	LTEMMFI	IMNTFNR
1-year	0.07%	0.03%	0.03%
5-year	1.53%	1.23%	1.22%

Commencement of Operations
(9/23/04)	1.74%	1.47%	1.46%
7-day Current Yield	0.08%


Average Annual
Total Returns (Institutional Class)*
As of 8/31/2011
	Fund	LTEMMFI	IMNTFNR
1-year	0.31%	0.03%	0.03%
5-year	1.78%	1.23%	1.22%

Commencement of Operations
(6/30/05)	2.01%	1.48%	1.46%
7-day Current Yield	0.33%


Portfolio Sector Allocations(2)
Sector		Fund
Municipals		100.3%
Mutual Funds		0.1
Other Assets & Liabilities, Net		(0.4)

Total		100.0%


Municipal Issuance/Industry Type(2)
Issuance/Industry		Fund
General Obligation—8.2%
School District		5.2%
State or Local		3.0
Revenue Bonds—92.1%
Appropriation		12.9
Education		7.7
General Revenue		2.6
Healthcare		23.9
Housing		12.0
Industrial Revenue		16.2
Power		1.6
Special Tax		5.6
Student Loan		0.6
Transportation		1.7
Water & Sewer		7.3
Other Assets & Liabilities, Net		(0.3)

Total		100.0%


Annual Report—Commentary		Marshall Prime Money Market Fund

Fund Manager:

Analysts:

John D. Boritzke, CFA, began investment

experience in 1983

David M. Komberec, CFA; Genny C. Lynkiewicz, CFA; Andrew J. O’Connell; Matthew J. Olmsted, CFA; Abhishek X. Pulakanti, FRM and Andrew M. Reed, CFA

The Marshall Prime Money Market Fund (the Fund) returned 0.01% for the fiscal year ended August 31, 2011 versus the Lipper Money Market Fund Index and the iMoneyNet, Inc. Money Fund Report Averages, which returned 0.02% and 0.03%, respectively.

Money market investors faced another challenging year. Economic conditions, which showed some signs of improvement earlier in the year, languished in recent months. Most notably, unemployment remains at 9.1%, down only slightly from 9.6% at the beginning of the Fund’s fiscal year. Housing also remained a sore spot with the foreclosure pipeline continuing to build. Additionally, the second quarter of 2011 brought a “confirmed double-dip” in housing prices. While other economic measures fluctuated between somewhat good and not-so-good news, it is really the status of housing and unemployment that is weighing on the minds of U.S. consumers. Throw in a domestic deficit crisis, political gridlock, unrest in the Middle East and North Africa and concerns over the health of European banks and certain Sovereign debt and you have a highly volatile environment with very little hope for a short-term resolution.

The Federal Reserve (the Fed) remained active throughout the year in an attempt to boost economic growth. The Fed enacted quantitative easing (QE2) in the form of a systematic purchase of over $600 billion in Treasury securities between November 2010 and June 2011 along with exceptionally low rates for Fed Funds. Most recently the Fed stated that, barring an unforeseen uptick in economic activity, Fed Funds target will remain at 0.00%-0.25% until sometime in mid-2013. While the Fed action pushed investors into riskier assets at various points throughout the year, it has done little to spur economic growth, the housing market, and employment gains.

The Fund continued to perform in line with market peers. The Fed’s QE2 and an increased demand for short-term funding vehicles coupled with weak issuance resulted in low rates across all high-quality short-term asset classes. These low rates, coupled with increased SEC regulations with respect to quality and maturity, created an environment where money market funds earned very little above 0.01% and the Marshall Prime Money Market Fund was no exception. Over the course of the year, the Fund extended its maturity structure slightly to try to capture higher yields, but overall remained relatively short. Tax-exempt variable rate demand notes were an attractive alternative to repurchase agreements and other taxable securities for overnight and 7-day maturities. Floating rate securities were utilized earlier in the year on the expectation of higher rates, but became less attractive as prospects for higher rates diminished.

Growth of an Assumed $10,000 Investment(1)*

LOGO

See Explanation of the Indexes and Notes in the Commentary for additional information.

The above graph relates to the Investor Class shares of the Fund. Performance for the Advisor Class shares and the Institutional Class shares will vary from the performance of the Investor Class shares shown above due to differences in charges and expenses.


Average Annual
Total Returns (Investor Class (Y)* and Institutional Class (I))*
As of 8/31/2011
	Fund	LMMFI	MFRA
1-year (Class Y)	0.01%	0.02%	0.03%
1-year (Class I)	0.19%	0.02%	0.03%
5-year (Class Y)	1.96%	1.80%	1.69%
5-year (Class I)	2.19%	1.80%	1.69%
10-year (Class Y)	2.00%	1.80%	1.75%
10-year (Class I)	2.25%	1.80%	1.75%
7-day Current Yield (Y)	0.01%
7-day Current Yield (I)	0.11%
Average Annual
Total Returns (Advisor Class)*
As of 8/31/2011
	Fund	LMMFI	MFRA
1-year	0.01%	0.02%	0.03%
5-year	1.78%	1.80%	1.69%
10-year	1.76%	1.80%	1.75%
7-day Current Yield	0.01%


Portfolio Sector Allocations(2)
Sector		Fund
Certificates of Deposit		6.9%
Commercial Paper		40.9
Funding Agreements		3.2
Municipals		25.2
Mutual Funds		4.1
Notes-Variable		10.9
Repurchase Agreements		6.8
Trust Demand Notes		3.9
U.S. Government & U.S. Government Agency Obligations		1.7
Other Assets & Liabilities, Net		(3.6)

Total		100.0%


Explanation of the Indexes and Notes in the Commentary

The views expressed in the commentary are as of August 31, 2011 and are those of the Funds’ investment adviser and/or portfolio manager(s). The views are subject to change at any time in response to changing circumstances in the market and are not intended to predict or guarantee the future performance of the Funds or any individual security, industry, market sector or the markets generally. Statements involving predictions, assessments, analyses or outlook for individual securities, industries, market sectors and/or markets involve risks and uncertainties. In addition to the general risks described for the Funds in their current Prospectuses, other factors bearing on these commentaries include the accuracy of the investment adviser’s or portfolio manager’s forecasts and predictions and the appropriateness of the investment programs designed by the investment adviser or portfolio managers to implement their strategies efficiently and effectively. Any one, or more, of these factors, as well as other risks affecting the securities markets and investment instruments generally, could cause the actual results of a Fund to differ materially as compared to benchmarks associated with that Fund. The line graphs and tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. The gross and net expense ratios are based on expenses incurred by a Fund as disclosed in the Funds’ Prospectus dated December 29, 2010.


Fund/Benchmark Comparison per Fund		Explanation
Large-Cap Value Fund*	LLCVFI—Lipper Large-Cap Value Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
Large-Cap Value Fund*	Russell 1000^® VI—Russell 1000^® Value Index	The Russell 1000^® VI measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values.(6)
Large-Cap Growth Fund*	LLCGFI—Lipper Large-Cap Growth Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
Large-Cap Growth Fund*	Russell 1000^® GI—Russell 1000^® Growth Index	The Russell 1000^® GI measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.(6)
Large-Cap Focus Fund*	LLCCFI—Lipper Large-Cap Core Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
Large-Cap Focus Fund*	S&P500—S&P 500^® Index	The S&P 500^® is an unmanaged index of large-cap common stocks.
Mid-Cap Value Fund*	LMCVFI—Lipper Mid-Cap Value Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
	LMLCVFI—Lipper Multi-Cap Value Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
	RMCVI—Russell Midcap^® Value Index	The RMCVI measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks are also members of the Russell 1000^® Value Index.(6)
Mid-Cap Growth Fund*	LMCGFI—Lipper Mid-Cap Growth Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
Mid-Cap Growth Fund*	RMCGI—Russell Midcap^® Growth Index	The RMCGI measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also members of the Russell 1000^® Growth Index.(6)
*Small-Cap Value Fund(3)**	LSCVFI—Lipper Small-Cap Value Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Small-Cap Value Fund(3)**	Russell 2000^® VI—Russell 2000^® Value Index	The Russell 2000^® VI measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.(6)
*Small-Cap Growth Fund(3)**	LSCGFI—Lipper Small-Cap Growth Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Small-Cap Growth Fund(3)**	Russell 2000^® GI—Russell 2000^® Growth Index	The Russell 2000^® GI measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.(6)
*International Stock Fund(5)**	LILCCFI—Lipper International Large-Cap Core Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*International Stock Fund(5)**	EAFE—Morgan Stanley Capital International Europe, Australasia, Far East Index	Europe, Australasia and Far East Index (EAFE) is a standard unmanaged foreign securities index representing major non-U.S. stock markets, as monitored by Morgan Stanley Capital International.(6)


Explanation of the Indexes and Notes in the Commentary (continued)


Fund/Benchmark Comparison per Fund		Explanation
*Emerging Markets Equity Fund(5)**	LEMFI—Lipper Emerging Markets Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Emerging Markets Equity Fund(5)**	EMI—Morgan Stanley Capital International Emerging Markets Index	The MSCI Emerging Markets Index (EMI) is a market capitalization weighted index comprised of over 800 companies representative of the market structure of the emerging countries in Europe, Latin America, Africa, Middle East and Asia, as monitored by Morgan Stanley Capital International.(7)
*Ultra Short Tax-Free Fund(4)(8)**	LSMDFI—Lipper Short Municipal Debt Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
	B1MBI—Barclays Capital 1 Year Municipal Bond Index	The B1MBI is the 1 year component of the Barclays Capital Municipal Bond Index, which is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. To qualify for inclusion, a bond or security must have outstanding par value of at least $7 million, issued as part of a transaction of at least $75 million, fixed rate, dated-date after December 31, 1990 and must have at least one year from final Maturity.(6)
	BI—Blended Index (50% Barclays Capital 1 Year Municipal Bond Index and 50% iMoneyNet Money Market Fund Tax-Free National Retail Index)	The BI consists of 50% Barclays Capital 1 Year Municipal Bond Index and 50% iMoneyNet Money Market Fund Tax-Free National Retail Index. The Barclays Capital 1 Year Municipal Bond Index is the 1 year component of the Barclays Capital Municipal Bond Index, which is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa. The iMoneyNet Money Market Fund Tax-Free National Retail Index is an average of money funds with investment objectives similar to that of the Fund.(6)
*Short-Term Income Fund(8)**	LSTIDI—Lipper Short-Term Investment Grade Debt Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Short-Term Income Fund(8)**	ML13—Bank of America Merrill Lynch 1-3 Year U.S. Government/Corporate Index	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.(6)
*Short-Intermediate Bond Fund(8)**	LSIDF—Lipper Short/Intermediate Investment Grade Debt Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Short-Intermediate Bond Fund(8)**	BIGCI—Barclays Intermediate Government/Credit Index	The BIGCI is an index comprised of government and corporate bonds rated BBB or higher with maturities between 1-10 years.(6)
*Intermediate Tax-Free Fund(4)(8)**	LIMDI—Lipper Intermediate Municipal Debt Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Intermediate Tax-Free Fund(4)(8)**	BMB15I—Barclays Capital Municipal Bond 1-15 Year Blend Index	The BMB15I is the 1-15 year Blend component of the Barclays Capital Municipal Bond Index, which is an unmanaged index composed of long-term tax-exempt bonds with a minimum credit rating of Baa and a range of maturities between 1-17 years. To qualify for inclusion, a bond or security must have outstanding par value of at least $7 million, issued as part of a transaction of at least $75 million, fixed rate, dated-date after December 31, 1990 and must have at least one year from final maturity.(6)
*Government Income Fund(8)**	LUSMI—Lipper U.S. Mortgage Funds Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Government Income Fund(8)**	BMI—Barclays U.S. Mortgage-Backed Securities Index	The BMI is an unmanaged index that includes 15 and 30 year 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).(6)
*Corporate Income Fund(8)**	LIIGDFI—Lipper Intermediate Investment Grade Debt Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Corporate Income Fund(8)**	BCCI—Barclays Capital U.S. Credit Index	Barclays Capital U.S. Credit Index (BCCI) represents securities that are SEC registered, taxable and U.S. dollar denominated. The index covers U.S. corporate and specified foreign debentures and secured notes that meet the specified maturity, liquidity and quality requirements.(6)
*Aggregate Bond Fund(8)**	LIIGDFI—Lipper Intermediate Investment Grade Debt Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Aggregate Bond Fund(8)**	BABI—Barclays Aggregate Bond Index	Barclays U.S. Aggregate Bond Index (BABI) is an unmanaged index that covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-based securities. To qualify for inclusion, a bond or security must have at least one year to final maturity, rated investment grade Baa3 or better, dollar denominated, non-convertible, fixed rate and be publicly issued.(6)


Explanation of the Indexes and Notes in the Commentary (continued)


Fund/Benchmark Comparison per Fund		Explanation
*Core Plus Bond Fund(8)**	LIIGDFI—Lipper Intermediate Investment Grade Debt Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
*Core Plus Bond Fund(8)**	BABI—Barclays Aggregate Bond Index	Barclays U.S. Aggregate Bond Index (BABI) is an unmanaged index that covers the U.S. investment-grade fixed-rate bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities and commercial mortgage-based securities. To qualify for inclusion, a bond or security must have at least one year to final maturity, rated investment grade Baa3 or better, dollar denominated, non-convertible, fixed rate and be publicly issued.(6)
Government Money Market Fund*	LUSGMMFI—Lipper U.S. Government Money Market Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
Government Money Market Fund*	INGMMI—iMoneyNet, Inc. Government Money Market Index	The INGMMI is an average of money funds with investment objectives similar to that of the Fund.
Tax-Free Money Market Fund*	LTEMMFI—Lipper Tax Exempt Money Market Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
Tax-Free Money Market Fund*	IMNTFNR—iMoneyNet, Inc. Fund Report/Tax-Free National Retail	The IMNTFNR is an average of money funds with investment objectives similar to that of the Fund.
Prime Money Market Fund*	LMMFI—Lipper Money Market Fund Index	Lipper indexes are comprised of a certain number of eligible mutual funds designated by Lipper, Inc. as falling into the respective categories indicated.(7)
Prime Money Market Fund*	MFRA—iMoneyNet, Inc. Money Fund Report Averages	The MFRA is an average of money funds with investment objectives similar to that of the Fund.

*	The Fund’s performance assumes the reinvestment of all dividends and distributions. Performance returns for all benchmark comparisons assume dividends and distributions were reinvested for the entire period. All indexes are unmanaged and are not available for direct investment.

(1)

This graph illustrates the hypothetical investment of $10,000 in the Investor Class shares of the Fund from the lesser of the Fund’s inception date or August 31, 2001 to August 31, 2011. The inception dates of the Large-Cap Focus Fund, Small-Cap Value Fund, Emerging Markets Equity Fund, Ultra Short Tax-Free Fund, Corporate Income Fund, Aggregate Bond Fund, Core Plus Bond Fund, Government Money Market Fund, and Tax-Free Money Market Fund are August 31, 2010, February 28, 2011, December 22, 2008, September 30, 2009, December 22, 2008, May 31, 2007, December 22, 2008, May 17, 2004, and September 22, 2004, respectively.

(2)	Portfolio composition will change due to ongoing management of the Fund. The percentages are based on net assets as of August 31, 2011 and may not necessarily reflect adjustments that are routinely made when presenting net assets for formal financial statement processes.

(3)	Small-Cap stocks are less liquid and more volatile than large-cap stocks.

(4)	Income generated by the Fund may be subject to the federal alternative minimum tax.

(5)	International investing involves special risks including currency risk, political risk, increased volatility of foreign securities, and differences in auditing and other financial standards.

(6)	Performance returns do not reflect the deduction of sales charges, expenses, or other fees that the Securities and Exchange Commission requires to be reflected in a mutual fund’s performance.

(7)	Performance returns do not reflect the deduction of sales charges of component funds, or taxes, but do reflect the deduction of fund expenses.

(8)	Investors should be aware that in an environment of rising interest rates, they may expect to see declining bond prices.

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


Expense Example (Unaudited)

For the Six Months Ended August 31, 2011

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, which may include sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution and/or service (12b-1) fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire six month period ended August 31, 2011 (3/1/11-8/31/11).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second line of the table below provides information about hypothetical account values and hypothetical expenses based on a Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in a Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transaction costs, such as sales charges (loads), redemption fees, or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.


	Investor									Institutional
Fund	Beginning account value 3/1/11		Ending account value 8/31/11		Annualized Expense Ratio(1)			Expenses paid during period 3/1/11- 8/31/11(1)		Beginning account value 3/1/11		Ending account value 8/31/11		Annualized Expense Ratio(1)			Expenses paid during period 3/1/11- 8/31/11(1)
Large-Cap Value Fund
Actual	$	1,000.00	$	905.40		1.24	%	$	5.95	$	1,000.00	$	907.20		0.99	%	$	4.75
Hypothetical (5% return before expenses)		1,000.00		1,018.76		1.24			6.30		1,000.00		1,020.02		0.99			5.03
Large-Cap Growth Fund
Actual		1,000.00		909.60		1.24			5.97		1,000.00		911.30		0.99			4.77
Hypothetical (5% return before expenses)		1,000.00		1,018.75		1.24			6.31		1,000.00		1,020.01		0.99			5.04
Large-Cap Focus Fund
Actual		1,000.00		880.10		0.90			4.27		1,000.00		881.10		0.65			3.09
Hypothetical (5% return before expenses)		1,000.00		1,020.46		0.90			4.59		1,000.00		1,021.72		0.65			3.32
Mid-Cap Value Fund
Actual		1,000.00		883.00		1.24			5.88		1,000.00		884.40		0.99			4.70
Hypothetical (5% return before expenses)		1,000.00		1,018.75		1.24			6.30		1,000.00		1,020.02		0.99			5.03
Mid-Cap Growth Fund
Actual		1,000.00		881.10		1.22			5.81		1,000.00		882.40		0.97			4.62
Hypothetical (5% return before expenses)		1,000.00		1,018.83		1.22			6.23		1,000.00		1,020.09		0.97			4.96
Small-Cap Value Fund
Actual		1,000.00		925.00		1.24			5.98		1,000.00		926.00		0.99			4.76
Hypothetical (5% return before expenses)		1,000.00		1,018.79		1.24			6.27		1,000.00		1,020.06		0.99			4.99
Small-Cap Growth Fund
Actual		1,000.00		854.40		1.44			6.73		1,000.00		856.00		1.19			5.56
Hypothetical (5% return before expenses)		1,000.00		1,017.75		1.44			7.32		1,000.00		1,019.01		1.19			6.05


Expense Example (Unaudited) (continued)


	Investor									Institutional
Fund	Beginning account value 3/1/11		Ending account value 8/31/11		Annualized Expense Ratio(1)			Expenses paid during period 3/1/11- 8/31/11(1)		Beginning account value 3/1/11		Ending account value 8/31/11		Annualized Expense Ratio(1)			Expenses paid during period 3/1/11- 8/31/11(1)
International Stock Fund
Actual	$	1,000.00	$	881.30		1.45	%	$	6.88	$	1,000.00	$	882.70		1.20	%	$	5.69
Hypothetical (5% return before expenses)		1,000.00		1,017.69		1.45			7.37		1,000.00		1,018.95		1.20			6.11
Emerging Markets Equity Fund
Actual		1,000.00		925.60		1.50			7.29		1,000.00		927.50		1.25			6.08
Hypothetical (5% return before expenses)		1,000.00		1,017.42		1.50			7.64		1,000.00		1,018.69		1.25			6.37
Ultra Short Tax-Free Fund
Actual		1,000.00		1,009.40		0.55			2.78		1,000.00		1,011.70		0.30			1.52
Hypothetical (5% return before expenses)		1,000.00		1,022.23		0.55			2.80		1,000.00		1,023.49		0.30			1.53
Short-Term Income Fund
Actual		1,000.00		1,007.30		0.60			3.03		1,000.00		1,007.50		0.35			1.77
Hypothetical (5% return before expenses)		1,000.00		1,021.98		0.60			3.05		1,000.00		1,023.24		0.35			1.78
Short-Intermediate Bond Fund
Actual		1,000.00		1,034.70		0.80			4.10		1,000.00		1,036.00		0.55			2.82
Hypothetical (5% return before expenses)		1,000.00		1,020.97		0.80			4.08		1,000.00		1,022.23		0.55			2.80
Intermediate Tax-Free Fund
Actual		1,000.00		1,052.80		0.55			2.84		1,000.00		1,053.10		0.50			2.58
Hypothetical (5% return before expenses)		1,000.00		1,022.23		0.55			2.80		1,000.00		1,022.49		0.50			2.54
Government Income Fund
Actual		1,000.00		1,040.90		0.80			4.12		1,000.00		1,042.20		0.55			2.83
Hypothetical (5% return before expenses)		1,000.00		1,020.96		0.80			4.08		1,000.00		1,022.22		0.55			2.81
Corporate Income Fund
Actual		1,000.00		1,034.00		0.80			4.09		1,000.00		1,034.50		0.55			2.81
Hypothetical (5% return before expenses)		1,000.00		1,020.97		0.80			4.07		1,000.00		1,022.23		0.55			2.80
Aggregate Bond Fund
Actual		1,000.00		1,046.30		0.80			4.12		1,000.00		1,046.70		0.55			2.83
Hypothetical (5% return before expenses)		1,000.00		1,020.98		0.80			4.07		1,000.00		1,022.23		0.55			2.80
Core Plus Bond Fund
Actual		1,000.00		1,043.30		0.80			4.11		1,000.00		1,044.70		0.55			2.83
Hypothetical (5% return before expenses)		1,000.00		1,020.98		0.80			4.06		1,000.00		1,022.24		0.55			2.80
Government Money Market Fund
Actual		1,000.00		1,000.10		0.14			0.72		1,000.00		1,000.10		0.14			0.74
Hypothetical (5% return before expenses)		1,000.00		1,024.28		0.14			0.73		1,000.00		1,024.26		0.14			0.75
Tax-Free Money Market Fund
Actual		1,000.00		1,000.30		0.43			2.15		1,000.00		1,001.40		0.20			1.01
Hypothetical (5% return before expenses)		1,000.00		1,022.85		0.43			2.17		1,000.00		1,023.99		0.20			1.02
Prime Money Market Fund
Actual		1,000.00		1,000.10		0.33			1.69		1,000.00		1,000.70		0.20			1.01
Hypothetical (5% return before expenses)		1,000.00		1,023.31		0.33			1.71		1,000.00		1,023.99		0.20			1.02


	Advisor
Fund	Beginning account value 3/1/11		Ending account value 8/31/11		Annualized Expense Ratio(1)			Expenses paid during period 3/1/11- 8/31/11(1)
Prime Money Market Fund
Actual	$	1,000.00	$	1,000.10		0.33	%	$	1.68
Hypothetical (5% return before expenses)		1,000.00		1,023.32		0.33			1.70

(1)	Expenses are equal to the Funds’ annualized expense ratios for the period March 1, 2011 through August 31, 2011, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

August 31, 2011


Schedules of Investments

Large-Cap Value Fund


Description	Shares		Value
Common Stocks — 95.0%

Consumer Discretionary — 9.5%

Apparel Retail — 1.0%
Limited Brands, Inc.		38,020		$ 1,434,875

Automobile Manufacturers — 0.7%
Ford Motor Co. (2)		94,945		1,055,788

Broadcasting — 1.6%
CBS Corp., Class B		91,070		2,281,303

Cable & Satellite — 3.1%
Comcast Corp., Class A (1)		53,940		1,160,250
DISH Network Corp., Class A (1)(2)		53,570		1,331,750
Time Warner Cable, Inc.		30,900		2,023,950

				4,515,950

Department Stores — 1.2%
Macy’s, Inc. (1)		66,340		1,721,523

Hotels, Resorts & Cruise Lines — 0.5%
Royal Caribbean Cruises, Ltd. (1)		27,430		712,083

Restaurants — 0.8%
Darden Restaurants, Inc. (1)		24,795		1,192,640

Specialty Stores — 0.6%
Staples, Inc. (1)		64,250		947,045

Total Consumer Discretionary				13,861,207

Consumer Staples — 8.4%

Agricultural Products — 1.1%
Archer-Daniels-Midland Co. (1)		56,300		1,603,424

Drug Retail — 0.5%
Walgreen Co. (1)		19,440		684,483

Hypermarkets & Super Centers — 1.1%
Wal-Mart Stores, Inc. (1)		31,320		1,666,537

Soft Drinks — 1.4%
Coca-Cola Co.		29,155		2,053,970

Tobacco — 4.3%
Altria Group, Inc. (1)		56,790		1,544,120
Lorillard, Inc.		14,765		1,645,116
Philip Morris International, Inc.		45,315		3,141,236

				6,330,472

Total Consumer Staples				12,338,886

Energy — 13.8%

Integrated Oil & Gas — 6.0%
Chevron Corp. (1)		43,860		4,338,192
ConocoPhillips (1)		66,040		4,495,343

				8,833,535

Oil & Gas-Equipment & Services — 3.0%
Halliburton Co.		61,340		2,721,656
National Oilwell Varco, Inc.		25,040		1,655,645

				4,377,301

Oil & Gas-Exploration & Production — 3.8%
Anadarko Petroleum Corp.		41,680		3,073,900
Apache Corp. (1)		14,670		1,512,037
Cimarex Energy Co.		13,540		962,558

				5,548,495

Oil & Gas-Refining & Marketing — 1.0%
Marathon Petroleum Corp.		39,692		1,470,986

Total Energy				20,230,317


Description	Shares		Value
Common Stocks (continued)

Financials — 21.5%

Asset Management & Custody Banks — 2.7%
Ameriprise Financial, Inc.		38,875		$ 1,776,587
BlackRock, Inc.		13,740		2,263,665

				4,040,252

Consumer Finance — 4.2%
Capital One Financial Corp. (1)		60,465		2,784,413
Discover Financial Services (1)		132,585		3,335,839

				6,120,252

Diversified Banks — 2.5%
U.S. Bancorp		55,550		1,289,315
Wells Fargo & Co.		89,910		2,346,651

				3,635,966

Insurance Brokers — 1.1%
Marsh & McLennan Cos., Inc. (1)		55,435		1,647,528

Life & Health Insurance — 1.9%
MetLife, Inc. (1)		25,680		862,848
Prudential Financial, Inc.		38,090		1,912,499

				2,775,347

Other Diversified Financial Services — 4.0%
Citigroup, Inc.		59,570		1,849,649
JPMorgan Chase & Co.		106,445		3,998,074

				5,847,723

Property & Casualty Insurance — 1.7%
ACE, Ltd. (1)		38,480		2,485,038

Regional Banks — 1.8%
CIT Group, Inc. (1)(2)		40,760		1,409,073
PNC Financial Services Group, Inc. (1)		24,225		1,214,642

				2,623,715

Specialized Finance — 0.6%
CME Group, Inc.		3,105		829,408

Specialized REIT’s — 1.0%
Public Storage		12,215		1,511,362

Total Financials				31,516,591

Healthcare — 14.3%

Biotechnology — 0.7%
Gilead Sciences, Inc. (1)(2)		26,580		1,060,143

Healthcare Distributors — 2.7%
AmerisourceBergen Corp. (1)		68,740		2,720,729
Cardinal Health, Inc. (1)		29,745		1,264,163

				3,984,892

Healthcare Facilities — 0.6%
Community Health Systems, Inc. (2)		39,055		795,160

Healthcare Services — 1.5%
Medco Health Solutions, Inc. (2)		41,260		2,233,816

Life Sciences Tools & Services — 0.8%
Thermo Fisher Scientific, Inc. (2)		21,470		1,179,347

Managed Healthcare — 3.3%
Humana, Inc.		32,310		2,508,548
UnitedHealth Group, Inc.		49,015		2,329,193

				4,837,741

Pharmaceuticals — 4.7%
Bristol-Myers Squibb Co. (1)		90,445		2,690,739
Eli Lilly & Co. (1)		30,070		1,127,926
Forest Laboratories, Inc. (2)		48,060		1,645,574

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


		Marshall Funds

Large-Cap Value Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Healthcare (continued)

Pharmaceuticals (continued)
Johnson & Johnson		22,690		$ 1,493,002

				6,957,241

Total Healthcare				21,048,340

Industrials — 8.6%

Aerospace & Defense — 1.5%
General Dynamics Corp.		22,850		1,464,228
Honeywell International, Inc. (1)		15,115		722,648

				2,186,876

Airlines — 1.0%
Alaska Air Group, Inc. (2)		25,060		1,446,714

Construction & Engineering — 1.0%
KBR, Inc.		48,135		1,446,457

Construction & Farm Machinery & Heavy Trucks — 1.2%
Joy Global, Inc.		14,170		1,182,486
Navistar International Corp. (1)(2)		15,195		629,073

				1,811,559

Industrial Conglomerates — 1.7%
General Electric Co. (1)		156,775		2,557,000

Industrial Machinery — 0.5%
Eaton Corp.		16,230		697,079

Railroads — 1.7%
CSX Corp.		111,075		2,436,985

Total Industrials				12,582,670

Information Technology — 7.7%

Computer Hardware — 1.4%
Apple, Inc. (1)(2)		5,435		2,091,551

Computer Storage & Peripherals — 1.3%
SanDisk Corp. (2)		32,680		1,197,722
Western Digital Corp. (2)		23,390		689,771

				1,887,493

Data Processing & Outsourced Services — 1.4%
Visa, Inc., Class A (1)		23,275		2,045,407

Electronic Manufacturing Services — 0.7%
Jabil Circuit, Inc. (1)		59,590		1,004,092

Semiconductor Equipment — 0.6%
Lam Research Corp. (2)		22,080		820,493

Semiconductors — 1.1%
Intel Corp. (1)		78,425		1,578,695

Systems Software — 1.2%
Oracle Corp.		64,755		1,817,673

Total Information Technology				11,245,404

Materials — 4.3%

Diversified Chemicals — 2.0%
E.I. du Pont de Nemours & Co. (1)		32,280		1,558,156
Eastman Chemical Co.		16,440		1,360,081

				2,918,237

Fertilizers & Agricultural Chemicals — 1.4%
Mosaic Co. (1)		28,370		2,017,958

Paper Products — 0.9%
Domtar Corp.		17,530		1,408,009

Total Materials				6,344,204


Description	Shares, Contracts or Principal Amount		Value
Common Stocks (continued)

Telecommunication Services — 2.1%

Integrated Telecommunication Services — 2.1%
AT&T, Inc.		64,370		$ 1,833,258
CenturyLink, Inc.		35,861		1,296,375

Total Telecommunication Services				3,129,633

Utilities — 4.8%

Electric Utilities — 3.0%
American Electric Power Co., Inc.		20,410		788,438
Edison International		57,495		2,138,239
PPL Corp.		49,360		1,425,517

				4,352,194

Gas Utilities — 1.0%
ONEOK, Inc.		21,570		1,529,313

Multi-Utilities — 0.8%
CenterPoint Energy, Inc.		57,235		1,145,272

Total Utilities				7,026,779

Total Common Stocks (identified cost $114,426,770)				139,324,031

Purchased Call Options — 0.0%
Marvell Technology Group, Ltd., Exercise Price: $14.00, 1/21/2012 (2)		430		48,375

Total Purchased Call Options (identified cost $58,910)				48,375

Purchased Put Options — 0.0%
Lorillard, Inc., Exercise Price: $105.00, 9/17/2011 (2)		100		9,300

Total Purchased Put Options (identified cost $62,800)				9,300

Short-Term Investments — 31.4%

Collateral Pool Investment for Securities on Loan — 27.3%

(See Note 2 of the Financial Statements)				40,097,729

Repurchase Agreement — 4.1%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $5,949,650 on 9/1/2011, collateralized by U.S. Government Agency Obligations with various maturities to 6/22/2012, with a market value of $6,068,943 (at amortized cost)		$5,949,642		5,949,642

Total Short-Term Investments (identified cost $46,047,371)				46,047,371

Total Investments — 126.4% (identified cost $160,595,851)				185,429,077
Other Assets and Liabilities — (26.4)%				(38,706,643	)

Total Net Assets — 100.0%				$146,722,434

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

August 31, 2011


Schedules of Investments

Large-Cap Growth Fund


Description	Shares		Value
Common Stocks — 96.9%

Consumer Discretionary — 14.9%

Apparel Retail — 2.5%
Ross Stores, Inc.		60,000		$ 4,591,500

Auto Parts & Equipment — 1.9%
Johnson Controls, Inc.		110,000		3,506,800

Broadcasting — 2.3%
Discovery Communications, Inc., Class A (1)(2)		100,000		4,228,000

Cable & Satellite — 4.1%
Comcast Corp., Class A		200,000		4,302,000
DIRECTV Group, Inc., Class A (1)(2)		75,000		3,297,750

				7,599,750

Homefurnishing Retail — 2.0%
Williams-Sonoma, Inc. (1)		110,000		3,642,100

Internet Retail — 2.1%
Priceline.com, Inc. (1)(2)		7,000		3,760,820

Total Consumer Discretionary				27,328,970

Consumer Staples — 8.3%

Soft Drinks — 4.0%
Coca-Cola Co.		65,500		4,614,475
PepsiCo, Inc.		44,000		2,834,920

				7,449,395

Tobacco — 4.3%
Altria Group, Inc.		95,000		2,583,050
Philip Morris International, Inc.		76,500		5,302,980

				7,886,030

Total Consumer Staples				15,335,425

Energy — 13.6%

Coal & Consumable Fuels — 1.4%
Peabody Energy Corp. (1)		51,500		2,513,200

Oil & Gas-Equipment & Services — 12.2%
Cameron International Corp. (2)		65,700		3,413,772
Dresser-Rand Group, Inc. (1)(2)		86,000		3,650,700
Halliburton Co.		116,000		5,146,920
McDermott International, Inc. (2)		155,000		2,230,450
National Oilwell Varco, Inc.		72,500		4,793,700
Schlumberger, Ltd.		42,500		3,320,100

				22,555,642

Total Energy				25,068,842

Financials — 4.0%

Asset Management & Custody Banks — 2.3%
Ameriprise Financial, Inc.		53,500		2,444,950
Invesco Ltd.		99,800		1,826,340

				4,271,290

Specialized Finance — 1.7%
IntercontinentalExchange, Inc. (1)(2)		26,700		3,149,265

Total Financials				7,420,555

Healthcare — 10.7%

Biotechnology — 2.6%
Celgene Corp. (1)(2)		81,500		4,846,805

Healthcare Equipment — 2.3%
Intuitive Surgical, Inc. (1)(2)		11,200		4,271,120
Description	Shares		Value
Common Stocks (continued)

Healthcare (continued)

Healthcare Services — 3.0%
Express Scripts, Inc. (1)(2)		55,000		$ 2,581,700
Medco Health Solutions, Inc. (2)		55,200		2,988,528

				5,570,228

Life Sciences Tools & Services — 1.1%
Agilent Technologies, Inc. (1)(2)		53,000		1,954,110

Pharmaceuticals — 1.7%
Allergan, Inc. (1)		38,000		3,108,780

Total Healthcare				19,751,043

Industrials — 14.5%

Aerospace & Defense — 2.4%
Goodrich Corp.		49,100		4,378,738

Air Freight & Logistics — 1.9%
FedEx Corp.		45,500		3,581,760

Construction & Farm Machinery & Heavy Trucks — 3.1%
Caterpillar, Inc. (1)		23,000		2,093,000
Deere & Co. (1)		44,000		3,556,080

				5,649,080

Electrical Components & Equipment — 1.8%
Emerson Electric Co. (1)		71,500		3,328,325

Heavy Electrical Equipment — 1.4%
Babcock & Wilcox Co. (2)		110,000		2,533,300

Human Resource & Employment Services — 1.2%
Manpower, Inc.		55,000		2,215,400

Industrial Machinery — 2.7%
Parker Hannifin Corp. (1)		47,000		3,451,210
SPX Corp.		27,000		1,536,030

				4,987,240

Total Industrials				26,673,843

Information Technology — 25.9%

Application Software — 1.5%
Salesforce.com, Inc. (1)(2)		21,000		2,703,750

Communications Equipment — 4.0%
F5 Networks, Inc. (2)		40,000		3,264,800
QUALCOMM, Inc.		80,000		4,116,800

				7,381,600

Computer Hardware — 6.5%
Apple, Inc. (1)(2)		31,000		11,929,730

Computer Storage & Peripherals — 2.0%
NetApp, Inc. (1)(2)		95,000		3,573,900

Consulting & Other Services — 4.9%
Cognizant Technology Solutions Corp., Class A (2)		55,000		3,489,750
International Business Machines Corp. (1)		32,600		5,604,266

				9,094,016

Internet Software & Services — 2.2%
eBay, Inc. (2)		130,000		4,013,100

Systems Software — 4.8%
Oracle Corp.		250,000		7,017,500
VMware, Inc., Class A (1)(2)		20,000		1,887,200

				8,904,700

Total Information Technology				47,600,796

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


		Marshall Funds

Large-Cap Growth Fund (continued)


Description	Shares or Principal Amount		Value
Common Stocks (continued)

Materials — 5.0%

Diversified Chemicals — 2.0%
E.I. du Pont de Nemours & Co. (1)		77,800		$ 3,755,406

Specialty Chemicals — 1.5%
Albemarle Corp.		54,600		2,768,766

Steel — 1.5%
Steel Dynamics, Inc.		212,900		2,710,217

Total Materials				9,234,389

Total Common Stocks (identified cost $165,176,938)				178,413,863

Short-Term Investments — 41.7%

Collateral Pool Investment for Securities on Loan — 38.6%

(See Note 2 of the Financial Statements)				71,038,865

Repurchase Agreement — 3.1%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $5,628,506 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 6/22/2012, with a market value of $5,741,921 (at amortized cost)		$5,628,499		5,628,499

Total Short-Term Investments (identified cost $76,667,364)				76,667,364

Total Investments — 138.6% (identified cost $241,844,302)				255,081,227
Other Assets and Liabilities — (38.6)%				(70,974,783	)

Total Net Assets — 100.0%				$184,106,444

Large-Cap Focus Fund


Description	Shares		Value
Common Stocks — 90.5%

Consumer Discretionary — 9.4%

Apparel Retail — 1.7%
TJX Cos., Inc. (1)		17,600		$ 961,312

Auto Parts & Equipment — 3.3%
Lear Corp.		19,500		931,710
Visteon Corp. (2)		17,500		893,900

				1,825,610

Home Improvement Retail — 1.7%
Home Depot, Inc. (1)		27,900		931,302

Homefurnishing Retail — 1.7%
Bed Bath & Beyond, Inc. (1)(2)		16,200		921,132

Hotels, Resorts & Cruise Lines — 1.0%
InterContinental Hotels Group PLC, ADR (1)		31,500		538,020

Total Consumer Discretionary				5,177,376


Description	Shares		Value
Common Stocks (continued)

Consumer Staples — 4.5%

Drug Retail — 2.0%
CVS Caremark Corp. (1)		30,800		$ 1,106,028

Soft Drinks — 2.5%
Coca-Cola Co. (1)		19,300		1,359,685

Total Consumer Staples				2,465,713

Energy — 12.3%

Integrated Oil & Gas — 5.8%
Chevron Corp. (1)		18,900		1,869,399
Hess Corp.		9,200		545,928
Occidental Petroleum Corp. (1)		8,800		763,312

				3,178,639

Oil & Gas-Equipment & Services — 4.4%
National Oilwell Varco, Inc.		14,700		971,964
Schlumberger, Ltd.		18,100		1,413,972

				2,385,936

Oil & Gas-Exploration & Production — 2.1%
Anadarko Petroleum Corp.		8,100		597,375
Apache Corp. (1)		5,500		566,885

				1,164,260

Total Energy				6,728,835

Financials — 7.4%

Asset Management & Custody Banks — 1.5%
Blackstone Group L.P. (1)		60,000		822,600

Life & Health Insurance — 1.9%
MetLife, Inc. (1)		30,600		1,028,160

Other Diversified Financial Services — 4.0%
Citigroup, Inc.		36,300		1,127,115
JPMorgan Chase & Co.		28,600		1,074,216

				2,201,331

Total Financials				4,052,091

Healthcare — 7.3%

Biotechnology — 1.1%
Gilead Sciences, Inc. (2)		15,000		598,275

Healthcare Distributors — 1.5%
McKesson Corp. (1)		10,400		831,272

Healthcare Services — 1.7%
Express Scripts, Inc. (1)(2)		20,200		948,188

Pharmaceuticals — 3.0%
Johnson & Johnson (1)		24,600		1,618,680

Total Healthcare				3,996,415

Industrials — 13.0%

Aerospace & Defense — 1.7%
Boeing Co.		13,600		909,296

Airlines — 0.6%
U.S. Airways Group, Inc. (1)(2)		59,500		332,605

Construction & Farm Machinery & Heavy Trucks — 4.1%
Caterpillar, Inc. (1)		10,300		937,300
Deere & Co. (1)		16,400		1,325,448

				2,262,748

Industrial Conglomerates — 1.8%
Tyco International, Ltd. (1)		23,800		989,604

Industrial Machinery — 2.9%
Eaton Corp. (1)		19,300		828,935
Kennametal, Inc. (1)		21,000		774,060

				1,602,995

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

August 31, 2011


Schedules of Investments

Large-Cap Focus Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Industrials (continued)

Railroads — 1.9%
CSX Corp. (1)		47,100		$ 1,033,374

Total Industrials				7,130,622

Information Technology — 28.9%

Communications Equipment — 2.6%
QUALCOMM, Inc.		27,900		1,435,734

Computer Hardware — 5.4%
Apple, Inc. (2)		7,700		2,963,191

Computer Storage & Peripherals — 2.3%
EMC Corp. (1)(2)		55,900		1,262,781

Consulting & Other Services — 2.4%
International Business Machines Corp. (1)		7,800		1,340,898

Internet Software & Services — 3.7%
eBay, Inc. (2)		17,800		549,486
Google, Inc., Class A (2)		2,700		1,460,592

				2,010,078

Semiconductor Equipment — 1.9%
Novellus Systems, Inc. (1)(2)		19,500		545,415
Teradyne, Inc. (1)(2)		42,200		510,620

				1,056,035

Semiconductors — 3.6%
Broadcom Corp., Class A (2)		17,600		627,440
Intel Corp. (1)		52,100		1,048,773
Micron Technology, Inc. (2)		48,800		288,408

				1,964,621

Systems Software — 5.5%
Microsoft Corp.		58,400		1,553,440
Oracle Corp.		52,500		1,473,675

				3,027,115

Technology Distributors — 1.5%
Arrow Electronics, Inc. (2)		26,400		823,680

Total Information Technology				15,884,133

Materials — 7.7%

Diversified Chemicals — 1.7%
Eastman Chemical Co.		11,400		943,122

Diversified Metals & Mining — 1.5%
Freeport-McMoRan Copper & Gold, Inc. (1)		17,500		824,950

Fertilizers & Agricultural Chemicals — 1.6%
Agrium, Inc.		9,900		851,004

Specialty Chemicals — 1.7%
Celanese Corp.		20,000		940,200

Steel — 1.2%
Cliffs Natural Resources, Inc. (1)		8,000		662,800

Total Materials				4,222,076

Total Common Stocks (identified cost $48,858,404)				49,657,261

Short-Term Investments — 45.3%

Collateral Pool Investment for Securities on Loan — 36.0%

(See Note 2 of the Financial Statements)				19,737,163


Description	Principal Amount		Value
Short-Term Investments (continued)

Repurchase Agreement — 9.3%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $5,127,245 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 6/22/2012, with a market value of $5,230,585 (at amortized cost)		$5,127,237		$ 5,127,237

Total Short-Term Investments (identified cost $24,864,400)				24,864,400

Total Investments — 135.8% (identified cost $73,722,804)				74,521,661
Other Assets and Liabilities — (35.8)%				(19,644,063	)

Total Net Assets — 100.0%				$54,877,598

Mid-Cap Value Fund


Description	Shares		Value
Common Stocks — 97.1%

Consumer Discretionary — 15.2%

Advertising — 1.4%
Interpublic Group of Cos., Inc.		398,500		$ 3,439,055

Auto Parts & Equipment — 1.1%
Visteon Corp. (2)		53,000		2,707,240

Cable & Satellite — 1.5%
Liberty Global, Inc. (1)(2)		87,956		3,552,543

Catalog Retail — 2.0%
Liberty Media Corp. —Interactive (2)		307,100		4,858,322

Department Stores — 1.5%
Kohl’s Corp.		78,100		3,619,154

Household Appliances — 1.6%
Whirlpool Corp.		60,200		3,773,938

Internet Retail — 2.1%
Expedia, Inc. (1)		167,400		5,073,894

Leisure Products — 1.9%
Mattel, Inc.		170,200		4,573,274

Specialty Stores — 2.1%
Staples, Inc. (1)		334,300		4,927,582

Total Consumer Discretionary				36,525,002

Consumer Staples — 5.4%

Agricultural Products — 0.9%
Darling International, Inc. (1)(2)		122,100		2,057,385

Food Retail — 3.1%
Kroger Co. (1)		189,800		4,471,688
Safeway, Inc. (1)		167,300		3,066,609

				7,538,297

Packaged Foods & Meats — 1.4%
ConAgra Foods, Inc.		132,800		3,242,976

Total Consumer Staples				12,838,658

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


		Marshall Funds

Mid-Cap Value Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Energy — 10.9%

Oil & Gas-Drilling — 1.7%
Noble Corp. (1)(2)		117,200		$ 3,956,672

Oil & Gas-Equipment & Services — 1.5%
Tidewater, Inc.		68,300		3,660,880

Oil & Gas-Exploration & Production — 7.7%
EQT Corp. (1)		89,900		5,377,818
Forest Oil Corp. (1)(2)		189,700		3,693,459
Noble Energy, Inc. (1)		38,800		3,428,368
QEP Resources, Inc.		116,800		4,112,528
SandRidge Energy, Inc. (1)(2)		262,400		1,926,016

				18,538,189

Total Energy				26,155,741

Financials — 19.5%

Asset Management & Custody Banks — 4.3%
Affiliated Managers Group, Inc. (1)(2)		47,900		4,174,964
Ameriprise Financial, Inc.		70,200		3,208,140
Invesco Ltd. (1)		157,600		2,884,080

				10,267,184

Consumer Finance — 1.3%
Discover Financial Services (1)		126,000		3,170,160

Diversified Banks — 0.9%
Comerica, Inc.		84,700		2,167,473

Investment Banking & Brokerage — 1.3%
TD Ameritrade Holding Corp. (1)		208,200		3,202,116

Life & Health Insurance — 1.4%
Lincoln National Corp. (1)		162,000		3,361,500

Office REIT’s — 1.4%
Mack-Cali Realty Corp. (1)		104,600		3,258,290

Property & Casualty Insurance — 2.3%
Axis Capital Holdings, Ltd.		125,000		3,582,500
Hanover Insurance Group, Inc.		55,900		1,985,568

				5,568,068

Regional Banks — 2.5%
Fifth Third Bancorp (1)		344,110		3,654,448
Popular, Inc. (2)		1,127,700		2,345,616

				6,000,064

Reinsurance — 3.0%
PartnerRe Ltd.		54,600		3,111,654
Reinsurance Group of America, Inc.		74,700		3,986,739

				7,098,393

Specialized REIT’s — 1.1%
Sovran Self Storage, Inc. (1)		67,800		2,755,392

Total Financials				46,848,640

Healthcare — 10.1%

Healthcare Distributors — 2.1%
AmerisourceBergen Corp. (1)		124,900		4,943,542

Healthcare Facilities — 1.4%
Community Health Systems, Inc. (1)(2)		171,950		3,500,902

Healthcare Services — 1.5%
DaVita, Inc. (2)		49,200		3,620,136


Description	Shares		Value
Common Stocks (continued)

Healthcare (continued)

Life Sciences Tools & Services — 1.7%
Thermo Fisher Scientific, Inc. (2)		74,100		$ 4,070,313

Managed Healthcare — 3.4%
CIGNA Corp.		102,900		4,809,546
Coventry Health Care, Inc. (2)		100,700		3,311,016

				8,120,562

Total Healthcare				24,255,455

Industrials — 11.7%

Aerospace & Defense — 1.7%
L-3 Communications Holdings, Inc.		59,300		4,021,726

Construction & Engineering — 2.0%
Fluor Corp.		20,700		1,256,904
Jacobs Engineering Group, Inc. (1)(2)		92,500		3,444,700

				4,701,604

Diversified Support Services — 1.0%
Cintas Corp. (1)		73,950		2,364,921

Electrical Components & Equipment — 1.2%
Thomas & Betts Corp. (1)(2)		67,100		2,930,928

Environmental & Facilities Services — 1.7%
Republic Services, Inc. (1)		136,500		4,144,140

Human Resource & Employment Services — 1.3%
Manpower, Inc. (1)		79,500		3,202,260

Industrial Conglomerates — 1.7%
Carlisle Companies, Inc.		100,400		3,936,684

Industrial Machinery — 1.1%
Eaton Corp. (1)		61,200		2,628,540

Total Industrials				27,930,803

Information Technology — 12.6%

Communications Equipment — 3.6%
ARRIS Group, Inc. (1)(2)		309,100		3,375,372
InterDigital, Inc. (1)		73,500		5,174,400

				8,549,772

Computer Storage & Peripherals — 2.5%
Lexmark International, Inc., Class A (1)(2)		85,300		2,726,188
Seagate Technology		279,100		3,231,978

				5,958,166

Consulting & Other Services — 1.7%
Amdocs, Ltd. (2)		151,100		4,150,717

Data Processing & Outsourced Services — 1.3%
Western Union Co.		187,800		3,102,456

Office Electronics — 1.4%
Xerox Corp.		400,200		3,321,660

Technology Distributors — 2.1%
Ingram Micro, Inc. (1)(2)		283,900		5,064,776

Total Information Technology				30,147,547

Materials — 5.6%

Commodity Chemicals — 1.6%
Kronos Worldwide, Inc.		177,500		3,885,475

Fertilizers & Agricultural Chemicals — 1.4%
CF Industries Holdings, Inc. (1)		18,000		3,290,760

Paper Products — 1.3%
International Paper Co. (1)		113,700		3,086,955

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

August 31, 2011


Schedules of Investments

Mid-Cap Value Fund (continued)


Description	Shares or Principal Amount		Value
Common Stocks (continued)

Materials (continued)

Steel — 1.3%
Reliance Steel & Aluminum Co. (1)		76,800		$ 3,182,592

Total Materials				13,445,782

Telecommunication Services — 1.4%

Integrated Telecommunication Services — 1.4%
CenturyLink, Inc.		90,446		3,269,623

Utilities — 4.7%

Electric Utilities — 1.5%
Edison International		96,400		3,585,116

Multi-Utilities — 3.2%
CMS Energy Corp. (1)		208,100		4,099,570
Sempra Energy (1)		68,600		3,602,872

				7,702,442

Total Utilities				11,287,558

Total Common Stocks (identified cost $207,020,199)				232,704,809

Short-Term Investments — 37.5%

Collateral Pool Investment for Securities on Loan — 34.6%

(See Note 2 of the Financial Statements)				82,935,153

Repurchase Agreement — 2.9%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $6,833,366 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 9/2/2011, with a market value of $6,971,033 (at amortized cost)		$6,833,357		6,833,357

Total Short-Term Investments (identified cost $89,768,510)				89,768,510

Total Investments — 134.6% (identified cost $296,788,709)				322,473,319
Other Assets and Liabilities — (34.6)%				(82,839,574	)

Total Net Assets — 100.0%				$239,633,745

Mid-Cap Growth Fund


Description	Shares		Value
Common Stocks — 98.5%

Consumer Discretionary — 14.0%

Apparel Retail — 2.0%
Ann, Inc. (1)(2)		100,800		$ 2,375,856
Limited Brands, Inc. (1)		70,800		2,671,992

				5,047,848

Apparel, Accessories & Luxury Goods — 2.5%
Coach, Inc.		55,700		3,131,454
Phillips-Van Heusen Corp.		47,770		3,184,348

				6,315,802


Description	Shares		Value
Common Stocks (continued)

Consumer Discretionary (continued)

Auto Parts & Equipment — 1.7%
Lear Corp.		54,400		$ 2,599,232
Visteon Corp. (2)		33,800		1,726,504

				4,325,736

Automotive Retail — 1.0%
O’Reilly Automotive, Inc. (1)(2)		39,900		2,588,712

Broadcasting — 1.3%
Discovery Communications, Inc., Class A (1)(2)		80,000		3,382,400

General Merchandise Stores — 1.4%
Dollar Tree, Inc. (1)(2)		51,100		3,649,562

Hotels, Resorts & Cruise Lines — 2.3%
Marriott International, Inc., Class A (1)		65,400		1,914,912
Wyndham Worldwide Corp.		118,000		3,832,640

				5,747,552

Housewares & Specialties — 1.3%
Jarden Corp.		108,900		3,162,456

Specialty Stores — 0.5%
Dick’s Sporting Goods, Inc. (1)(2)		38,600		1,356,018

Total Consumer Discretionary				35,576,086

Consumer Staples — 0.9%

Soft Drinks — 0.9%
Heckmann Corp. (1)(2)		394,800		2,285,892

Energy — 11.2%

Oil & Gas-Exploration & Production — 11.2%
Advantage Oil & Gas, Ltd. (2)		653,500		3,809,905
Denbury Resources, Inc. (2)		100,400		1,601,380
Energy XXI (Bermuda), Ltd. (1)(2)		359,105		9,627,605
Gulfport Energy Corp. (2)		401,105		11,591,935
Magnum Hunter Resources Corp. (1)(2)		388,800		1,745,712

Total Energy				28,376,537

Financials — 2.5%

Asset Management & Custody Banks — 1.3%
Affiliated Managers Group, Inc. (1)(2)		15,200		1,324,832
Ameriprise Financial, Inc.		42,400		1,937,680

				3,262,512

Real Estate Services — 0.7%
Jones Lang LaSalle, Inc.		26,700		1,786,497

Specialized REIT’s — 0.5%
Host Hotels & Resorts, Inc.		115,600		1,367,548

Total Financials				6,416,557

Healthcare — 16.1%

Biotechnology — 1.7%
Alexion Pharmaceuticals, Inc. (1)(2)		59,200		3,430,344
Dendreon Corp. (1)(2)		78,300		961,524

				4,391,868

Healthcare Equipment — 0.7%
Edwards Lifesciences Corp. (1)(2)		25,475		1,922,089

Healthcare Facilities — 2.5%
HEALTHSOUTH Corp. (1)(2)		127,000		2,716,530

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


		Marshall Funds

Mid-Cap Growth Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Healthcare (continued)

Healthcare Facilities (continued)
Universal Health Services, Inc., Class B		87,300		$ 3,631,680

				6,348,210

Healthcare Services — 0.8%
Express Scripts, Inc. (1)(2)		44,500		2,088,830

Healthcare Technology — 1.4%
Cerner Corp. (1)(2)		52,600		3,469,496

Life Sciences Tools & Services — 2.6%
Covance, Inc. (1)(2)		43,500		2,155,860
Mettler-Toledo International, Inc. (1)(2)		13,200		2,102,364
Pharmaceutical Product Development, Inc.		78,900		2,483,772

				6,741,996

Managed Healthcare — 1.0%
AMERIGROUP Corp. (1)(2)		50,600		2,503,182

Pharmaceuticals — 5.4%
Mylan, Inc. (2)		135,700		2,817,132
Shire PLC, ADR		32,300		3,136,330
Valeant Pharmaceuticals International (1)		71,433		3,213,056
Watson Pharmaceuticals, Inc. (1)(2)		66,500		4,463,480

				13,629,998

Total Healthcare				41,095,669

Industrials — 19.5%

Aerospace & Defense — 3.0%
Goodrich Corp.		40,800		3,638,544
Triumph Group, Inc.		74,800		3,918,024

				7,556,568

Air Freight & Logistics — 1.2%
Atlas Air Worldwide Holdings, Inc. (2)		64,600		3,170,568

Construction & Farm Machinery & Heavy Trucks — 1.2%
Joy Global, Inc.		37,000		3,087,650

Electrical Components & Equipment — 3.5%
AMETEK, Inc.		82,750		3,233,870
Rockwell Automation, Inc. (1)		40,400		2,590,852
Roper Industries, Inc. (1)		39,500		3,039,525

				8,864,247

Industrial Conglomerates — 1.0%
Tyco International, Ltd. (1)		62,200		2,586,276

Industrial Machinery — 4.3%
IDEX Corp. (1)		70,900		2,636,062
Parker Hannifin Corp. (1)		35,800		2,628,794
Snap-On, Inc.		64,700		3,423,277
Timken Co.		55,900		2,199,665

				10,887,798

Railroads — 1.2%
Kansas City Southern (1)(2)		57,850		3,133,156

Research & Consulting Services — 1.3%
Acacia Research Corp. (2)		31,300		1,367,810
Verisk Analytics, Inc., Class A (1)(2)		54,100		1,884,844

				3,252,654
Common Stocks (continued)

Industrials (continued)

Trading Companies & Distributors — 0.7%
MSC Industrial Direct Co., Inc., Class A		30,800		$ 1,899,436

Trucking — 2.1%
Hertz Global Holdings, Inc. (1)(2)		232,300		2,601,760
J.B. Hunt Transport Services, Inc. (1)		66,700		2,680,673

				5,282,433

Total Industrials				49,720,786

Information Technology — 25.7%

Application Software — 5.2%
Ebix, Inc. (2)		487,700		7,988,526
Informatica Corp. (1)(2)		48,000		2,005,440
Intuit, Inc. (2)		67,000		3,305,110

				13,299,076

Consulting & Other Services — 1.3%
Cognizant Technology Solutions Corp., Class A (2)		51,400		3,261,330

Data Processing & Outsourced Services — 6.1%
Alliance Data Systems Corp. (1)(2)		28,300		2,643,503
FleetCor Technologies, Inc. (2)		15,000		426,150
NeuStar, Inc., Class A (2)		158,100		3,952,500
Total System Services, Inc.		131,300		2,383,095
VeriFone Systems, Inc. (1)(2)		96,900		3,412,818
Western Union Co.		162,700		2,687,804

				15,505,870

Electronic Components — 0.8%
Amphenol Corp., Class A		41,900		1,968,462

Electronic Manufacturing Services — 0.7%
Trimble Navigation, Ltd. (1)(2)		48,000		1,782,720

Internet Software & Services — 3.8%
Ancestry.com, Inc. (1)(2)		126,900		4,531,599
QuinStreet, Inc. (1)(2)		112,800		1,360,368
Rackspace Hosting, Inc. (1)(2)		67,100		2,453,176
WebMD Health Corp. (1)(2)		35,700		1,261,638

				9,606,781

Semiconductor Equipment — 0.7%
ASML Holding N.V. (1)		51,900		1,830,513

Semiconductors — 2.2%
Atmel Corp. (1)(2)		216,100		1,968,671
Cavium Networks, Inc. (1)(2)		55,300		1,780,107
Cypress Semiconductor Corp. (1)(2)		124,700		1,975,248

				5,724,026

Systems Software — 4.9%
Check Point Software Technologies, Ltd. (1)(2)		77,800		4,235,432
Red Hat, Inc. (2)		57,300		2,265,642
Rovi Corp. (1)(2)		122,900		6,008,581

				12,509,655

Total Information Technology				65,488,433

Materials — 4.5%

Diversified Chemicals — 0.9%
FMC Corp.		30,100		2,285,493

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

August 31, 2011


Schedules of Investments

Mid-Cap Growth Fund (continued)


Description	Shares, Warrants or Principal Amount		Value
Common Stocks (continued)

Materials (continued)

Diversified Metals & Mining — 1.6%
Thompson Creek Metals Co., Inc. (1)(2)		494,400		$ 4,088,688

Industrial Gases — 0.9%
Praxair, Inc.		22,400		2,206,176

Specialty Chemicals — 1.1%
Celanese Corp. (1)		58,900		2,768,889

Total Materials				11,349,246

Telecommunication Services — 4.1%

Wireless Telecommunication Services — 4.1%
American Tower Corp., Class A (1)(2)		72,500		3,904,850
Crown Castle International Corp. (1)(2)		86,200		3,743,666
NII Holdings, Inc. (2)		71,600		2,758,748

Total Telecommunication Services				10,407,264

Total Common Stocks (identified cost $213,736,703)				250,716,470

Warrants — 0.0%
Magnum Hunter Resource Corp., Exercise Price: $10.50, 10/14/2013 (2)		38,880		—

Total Warrants (identified cost $0)				—

Short-Term Investments — 42.3%

Collateral Pool Investment for Securities on Loan — 41.0%

(See Note 2 of the Financial Statements)				104,158,527

Repurchase Agreement — 1.3%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $3,346,594 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 6/22/2012, with a market value of $3,413,624 (at amortized cost)		$3,346,590		3,346,590

Total Short-Term Investments (identified cost $107,505,117)				107,505,117

Total Investments — 140.8% (identified cost $321,241,820)				358,221,587
Other Assets and Liabilities — (40.8)%				(103,771,644	)

Total Net Assets — 100.0%				$254,449,943

Small-Cap Value Fund


Description	Shares		Value
Common Stocks — 95.1%

Consumer Discretionary — 12.6%

Apparel Retail — 2.2%
Ann, Inc. (1)(2)		10,100		$ 238,057
The Finish Line, Inc., Class A (1)		15,300		307,530

				545,587

Apparel, Accessories & Luxury Goods — 1.7%
The Warnaco Group, Inc. (2)		8,000		426,800

Broadcasting — 0.9%
Sinclair Broadcast Group, Inc., Class A		30,200		235,862

Department Stores — 1.0%
Dillard’s, Inc., Class A (1)		5,300		245,284

Household Appliances — 1.2%
Helen of Troy, Ltd. (1)(2)		9,700		291,194

Housewares & Specialties — 1.0%
American Greetings Corp., Class A (1)		12,100		256,762

Leisure Products — 1.0%
JAKKS Pacific, Inc. (1)(2)		14,300		243,100

Publishing — 1.5%
Valassis Communications, Inc. (1)(2)		14,600		368,942

Restaurants — 1.1%
Bob Evans Farms, Inc.		8,800		279,488

Specialty Stores — 1.0%
OfficeMax, Inc. (1)(2)		40,100		251,427

Total Consumer Discretionary				3,144,446

Consumer Staples — 4.4%

Agricultural Products — 1.7%
Darling International, Inc. (1)(2)		25,200		424,620

Packaged Foods & Meats — 1.2%
Chiquita Brands International, Inc. (1)(2)		29,400		303,114

Personal Products — 1.5%
Nu Skin Enterprises, Inc., Class A (1)		8,700		367,923

Total Consumer Staples				1,095,657

Energy — 8.2%

Coal & Consumable Fuels — 1.3%
Cloud Peak Energy, Inc. (1)(2)		15,900		318,000

Oil & Gas-Equipment & Services — 2.0%
Helix Energy Solutions Group, Inc. (2)		17,400		293,886
Matrix Service Co. (1)(2)		18,500		201,095

				494,981

Oil & Gas-Exploration & Production — 4.9%
Berry Petroleum Co., Class A (1)		6,700		328,501
Bill Barrett Corp. (2)		9,000		431,550
Forest Oil Corp. (2)		9,800		190,806
VAALCO Energy, Inc. (2)		43,100		274,547

				1,225,404

Total Energy				2,038,385

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


		Marshall Funds

Small-Cap Value Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Financials — 22.4%

Asset Management & Custody Banks — 2.3%
Calamos Asset Management, Inc., Class A		25,800		$ 304,182
Fifth Street Finance Corp. (1)		27,900		276,489

				580,671

Consumer Finance — 1.3%
Nelnet, Inc., Class A		16,600		318,720

Life & Health Insurance — 1.4%
American Equity Investment Life Holding Co. (1)		33,300		336,330

Mortgage REIT’s — 1.6%
Walter Investment Management Corp.		16,300		405,055

Office REIT’s — 1.2%
CoreSite Realty Corp. (1)		18,900		304,290

Property & Casualty Insurance — 2.4%
Argo Group International Holdings, Ltd.		7,600		209,076
Tower Group, Inc. (1)		15,900		381,759

				590,835

Regional Banks — 3.4%
IBERIABANK Corp. (1)		7,500		361,050
Nara Bancorp, Inc. (1)(2)		41,100		291,810
PrivateBancorp, Inc. (1)		21,700		192,696

				845,556

Reinsurance — 2.2%
Enstar Group, Ltd. (2)		3,100		319,176
Montpelier Re Holdings, Ltd.		13,700		235,366

				554,542

Specialized Finance — 1.0%
Encore Capital Group, Inc. (1)(2)		10,500		248,535

Specialized REIT’s — 2.1%
LaSalle Hotel Properties (1)		13,000		244,400
Sovran Self Storage, Inc. (1)		7,000		284,480

				528,880

Thrifts & Mortgage Finance — 3.5%
Northwest Bancshares, Inc. (1)		30,900		368,328
Ocwen Financial Corp. (1)(2)		36,500		503,700

				872,028

Total Financials				5,585,442

Healthcare — 8.0%

Healthcare Equipment — 1.0%
Greatbatch, Inc. (1)(2)		10,700		239,145

Healthcare Facilities — 1.5%
Health Management Associates, Inc., Class A (2)		44,800		368,256

Life Sciences Tools & Services — 1.1%
PAREXEL International Corp. (1)(2)		14,000		285,320

Managed Healthcare — 1.2%
HealthSpring, Inc. (1)(2)		8,000		312,320

Pharmaceuticals — 3.2%
Medicis Pharmaceutical Corp., Class A (1)		11,300		439,570
Common Stocks (continued)

Healthcare (continued)

Pharmaceuticals (continued)
Par Pharmaceutical Cos., Inc. (1)(2)		11,920		$ 354,382

				793,952

Total Healthcare				1,998,993

Industrials — 15.6%

Aerospace & Defense — 2.5%
Alliant Techsystems, Inc. (1)		4,900		311,003
Moog, Inc., Class A (1)(2)		7,600		303,088

				614,091

Air Freight & Logistics — 0.9%
Atlas Air Worldwide Holdings, Inc. (2)		4,600		225,768

Commercial Printing — 1.4%
Deluxe Corp. (1)		16,300		360,719

Construction & Engineering — 1.9%
EMCOR Group, Inc. (1)(2)		10,600		242,846
Insituform Technologies, Inc., Class A (1)(2)		14,000		231,420

				474,266

Electrical Components & Equipment — 0.7%
Thomas & Betts Corp. (2)		3,900		170,352

Industrial Conglomerates — 2.1%
Carlisle Companies, Inc.		8,000		313,680
Standex International Corp. (1)		7,600		221,160

				534,840

Industrial Machinery — 3.6%
Kaydon Corp. (1)		8,900		299,218
LB Foster Co., Class A		9,000		220,500
Mueller Industries, Inc. (1)		8,000		377,120

				896,838

Railroads — 1.1%
RailAmerica, Inc. (2)		20,200		275,730

Research & Consulting Services — 1.4%
FTI Consulting, Inc. (1)(2)		9,400		341,972

Total Industrials				3,894,576

Information Technology — 16.8%

Application Software — 1.2%
Quest Software, Inc. (2)		17,900		308,417

Communications Equipment — 3.7%
ARRIS Group, Inc. (1)(2)		35,600		388,752
InterDigital, Inc. (1)		7,500		528,000

				916,752

Consulting & Other Services — 1.2%
ManTech International Corp.		7,700		288,673

Data Processing & Outsourced Services — 2.8%
CSG Systems International, Inc. (1)(2)		20,600		275,216
NeuStar, Inc., Class A (2)		16,700		417,500

				692,716

Electronic Components — 1.4%
Power-One, Inc. (1)(2)		47,200		356,832

Internet Software & Services — 1.0%
EarthLink, Inc.		34,100		251,658

Semiconductor Equipment — 2.0%
Tessera Technologies, Inc. (2)		19,900		280,192

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

August 31, 2011


Schedules of Investments

Small-Cap Value Fund (continued)


Description	Shares or Principal Amount		Value
Common Stocks (continued)

Information Technology (continued)

Semiconductor Equipment (continued)
Veeco Instruments, Inc. (1)(2)		5,800		$ 210,888

				491,080

Semiconductors — 1.0%
Lattice Semiconductor Corp. (2)		46,100		259,543

Technology Distributors — 2.5%
Brightpoint, Inc. (2)		34,500		328,785
SYNNEX Corp. (1)(2)		11,690		307,914

				636,699

Total Information Technology				4,202,370

Materials — 5.6%

Commodity Chemicals — 1.0%
TPC Group, Inc. (2)		7,950		253,605

Paper Packaging — 1.2%
Graphic Packaging Corp. (2)		68,800		289,648

Paper Products — 1.2%
KapStone Paper and Packaging Corp. (2)		20,000		300,600

Specialty Chemicals — 2.2%
Chemtura Corp. (2)		15,700		207,868
W.R. Grace & Co. (2)		8,600		339,012

				546,880

Total Materials				1,390,733

Utilities — 1.5%

Electric Utilities — 1.5%
Portland General Electric Co. (1)		15,000		361,800

Total Common Stocks (identified cost $25,686,068)				23,712,402

Short-Term Investments — 47.3%

Collateral Pool Investment for Securities on Loan — 41.9%

(See Note 2 of the Financial Statements)				10,461,560

Repurchase Agreement — 5.4%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $1,345,019 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 6/22/2012, with a market value of $1,372,321 (at amortized cost)		$1,345,018		1,345,018

Total Short-Term Investments (identified cost $11,806,578)				11,806,578

Total Investments — 142.4% (identified cost $37,492,646)				35,518,980
Other Assets and Liabilities — (42.4)%				(10,573,333	)

Total Net Assets — 100.0%				$24,945,647

Small-Cap Growth Fund


Description	Shares		Value
Common Stocks — 98.2%

Consumer Discretionary — 9.4%

Apparel Retail — 0.9%
Ann, Inc. (1)(2)		208,800		$ 4,921,416

Apparel, Accessories & Luxury Goods — 1.6%
Perry Ellis International, Inc. (1)(2)		373,200		8,576,136

Auto Parts & Equipment — 1.2%
Dana Holding Corp. (1)(2)		479,050		6,107,888

Automotive Retail — 1.9%
Lithia Motors, Inc., Class A (1)		194,100		3,662,667
Sonic Automotive, Inc., Class A		436,600		6,060,008

				9,722,675

Casinos & Gaming — 0.7%
Pinnacle Entertainment, Inc. (1)(2)		267,900		3,675,588

Household Appliances — 0.7%
Helen of Troy, Ltd. (1)(2)		126,200		3,788,524

Housewares & Specialties — 1.2%
Jarden Corp. (1)		220,000		6,388,800

Restaurants — 1.2%
Biglari Holdings, Inc. (1)(2)		19,885		6,547,335

Total Consumer Discretionary				49,728,362

Consumer Staples — 1.6%

Soft Drinks — 1.6%
Heckmann Corp. (1)(2)		1,491,500		8,635,785

Energy — 14.3%

Oil & Gas-Exploration & Production — 14.3%
Energy XXI (Bermuda), Ltd. (1)(2)		842,105		22,576,835
Goodrich Petroleum Corp. (1)(2)		218,800		3,505,176
Gulfport Energy Corp. (1)(2)		860,934		24,880,993
Lone Pine Resources, Inc. (1)(2)		267,100		2,598,883
Magnum Hunter Resources Corp. (1)(2)		808,200		3,628,818
Rex Energy Corp. (1)(2)		1,497,500		18,404,275

Total Energy				75,594,980

Financials — 7.6%

Asset Management & Custody Banks — 5.2%
Internet Capital Group, Inc. (2)		764,100		7,828,204
Safeguard Scientifics, Inc. (1)(2)(11)		1,230,900		19,743,636

				27,571,840

Specialized REIT’s — 2.4%
LaSalle Hotel Properties (1)		262,200		4,929,360
Sabra Health Care REIT, Inc.		644,600		7,532,151

				12,461,511

Total Financials				40,033,351

Healthcare — 16.2%

Healthcare Equipment — 5.5%
Cardiovascular Systems, Inc. (1)(2)		109,900		1,412,215
DexCom, Inc. (1)(2)		378,400		4,552,152
Insulet Corp. (1)(2)		240,000		4,195,200
NxStage Medical, Inc. (1)(2)		313,280		5,761,219
Thoratec Corp. (1)(2)		119,900		4,107,774

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


		Marshall Funds

Small-Cap Growth Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Healthcare (continued)

Healthcare Equipment (continued)
Volcano Corp. (1)(2)		202,300		$ 6,058,885
Zoll Medical Corp. (1)(2)		63,300		2,828,244

				28,915,689

Healthcare Facilities — 3.0%
Emeritus Corp. (1)(2)		216,100		3,779,589
Health Management Associates, Inc., Class A (2)		774,300		6,364,746
HEALTHSOUTH Corp. (1)(2)		257,800		5,514,342

				15,658,677

Healthcare Services — 2.2%
HMS Holdings Corp. (1)(2)		209,400		5,492,562
MEDNAX, Inc. (2)		97,000		6,335,070

				11,827,632

Healthcare Technology — 0.9%
Quality Systems, Inc.		53,600		4,932,272

Life Sciences Tools & Services — 1.7%
PAREXEL International Corp. (1)(2)		196,700		4,008,746
Pharmaceutical Product Development, Inc.		159,000		5,005,320

				9,014,066

Managed Healthcare — 1.8%
Centene Corp. (1)(2)		154,200		4,917,438
Molina Healthcare, Inc. (1)(2)		253,450		4,873,844

				9,791,282

Pharmaceuticals — 1.1%
Akorn, Inc. (1)(2)		301,000		2,420,040
Salix Pharmaceuticals, Ltd. (1)(2)		110,100		3,352,545

				5,772,585

Total Healthcare				85,912,203

Industrials — 19.0%

Aerospace & Defense — 3.8%
BE Aerospace, Inc. (1)(2)		190,200		6,624,666
Hexcel Corp. (1)(2)		239,400		5,499,018
Triumph Group, Inc.		152,000		7,961,760

				20,085,444

Air Freight & Logistics — 2.9%
Air Transport Services Group, Inc. (1)(2)		626,700		3,377,913
Atlas Air Worldwide Holdings, Inc. (1)(2)		149,700		7,347,276
Hub Group, Inc., Class A (1)(2)		147,700		4,651,073

				15,376,262

Construction & Engineering — 0.8%
Aecom Technology Corp. (1)(2)		188,900		4,291,808

Construction & Farm Machinery & Heavy Trucks — 0.7%
Greenbrier Cos., Inc. (1)(2)		210,500		3,658,490

Human Resource & Employment Services — 0.7%
Korn/Ferry International (1)(2)		233,100		3,790,206

Industrial Conglomerates — 0.8%
Standex International Corp.		143,500		4,175,850

Industrial Machinery — 4.2%
Actuant Corp., Class A (1)		271,600		5,453,728
Altra Holdings, Inc. (1)(2)		260,511		4,043,131


Description	Shares		Value
Common Stocks (continued)

Industrials (continued)

Industrial Machinery (continued)
Gardner Denver, Inc. (1)		91,000		$ 7,169,890
Trimas Corp. (1)(2)		272,500		5,267,425

				21,934,174

Research & Consulting Services — 0.5%
Acacia Research Corp. (2)		65,000		2,840,500

Trading Companies & Distributors — 4.6%
GATX Corp.		189,400		6,867,644
MSC Industrial Direct Co., Inc., Class A (1)		62,300		3,842,041
Titan Machinery, Inc. (1)(2)		148,400		3,934,084
United Rentals, Inc. (1)(2)		266,700		4,448,556
Watsco, Inc. (1)		86,500		5,159,725

				24,252,050

Total Industrials				100,404,784

Information Technology — 23.6%

Application Software — 6.9%
Bottomline Technologies, Inc. (2)		81,300		1,867,461
Ebix, Inc. (2)		1,119,450		18,336,591
NICE Systems, Ltd., ADR (2)		206,900		6,457,349
SuccessFactors, Inc. (1)(2)		178,100		4,160,416
Taleo Corp., Class A (1)(2)		210,400		5,430,424

				36,252,241

Communications Equipment — 1.3%
Aruba Networks, Inc. (1)(2)		112,500		2,399,625
NETGEAR, Inc. (1)(2)		164,100		4,563,621

				6,963,246

Computer Storage & Peripherals — 0.8%
Electronics for Imaging, Inc. (2)		311,300		4,423,573

Data Processing & Outsourced Services — 3.8%
Cardtronics, Inc. (1)(2)		243,300		6,024,108
NeuStar, Inc., Class A (2)		296,400		7,410,000
VeriFone Systems, Inc. (1)(2)		193,600		6,818,592

				20,252,700

Internet Software & Services — 5.8%
Ancestry.com, Inc. (1)(2)		305,500		10,909,405
Quepasa Corp. (1)(2)		388,800		1,792,368
QuinStreet, Inc. (1)(2)		560,800		6,763,248
Rackspace Hosting, Inc. (1)(2)		103,000		3,765,680
Zix Corp. (1)(2)		2,103,700		7,152,580

				30,383,281

Semiconductor Equipment — 1.2%
GT Advanced Technologies, Inc. (1)(2)		511,000		6,239,310

Semiconductors — 2.6%
Cavium Networks, Inc. (1)(2)		117,300		3,775,887
Cypress Semiconductor Corp. (1)(2)		261,400		4,140,576
Microsemi Corp. (1)(2)		367,300		5,704,169

				13,620,632

Systems Software — 1.2%
Ariba, Inc. (1)(2)		242,000		6,565,460

Total Information Technology				124,700,443

Materials — 5.3%

Commodity Chemicals — 0.5%
Methanex Corp.		103,700		2,698,274

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

August 31, 2011


Schedules of Investments

Small-Cap Growth Fund (continued)


Description	Shares, Warrants or Principal Amount		Value
Common Stocks (continued)

Materials (continued)

Diversified Metals & Mining — 2.1%
Thompson Creek Metals Co., Inc. (1)(2)		1,364,400		$ 11,283,588

Gold — 2.7%
Northgate Minerals Corp. (1)(2)		3,447,500		14,169,225

Total Materials				28,151,087

Telecommunication Services — 1.2%

Wireless Telecommunication Services — 1.2%
SBA Communications Corp. (1)(2)		167,200		6,318,488

Total Common Stocks (identified cost $490,341,043)				519,479,483

Warrants — 0.0%
Magnum Hunter Resource Corp., Exercise Price: $10.50, 10/14/2013 (2)		80,820		—

Total Warrants (identified cost $0)				—

Short-Term Investments — 42.9%

Collateral Pool Investment for Securities on Loan — 41.1%

(See Note 2 of the Financial Statements)				216,907,862

Repurchase Agreement — 1.8%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $9,701,844 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 9/2/2011, with a market value of $9,896,386 (at amortized cost)		$9,701,830		9,701,830

Total Short-Term Investments (identified cost $226,609,692)				226,609,692

Total Investments — 141.1% (identified cost $716,950,735)				746,089,175
Other Assets and Liabilities — (41.1)%				(217,234,000	)

Total Net Assets — 100.0%				$528,855,175

International Stock Fund


Description	Shares		Value
Common Stocks — 94.3%

Australia — 4.2%
BHP Billiton, Ltd.		10,834		$ 460,229
Credit Corp. Group, Ltd.		7,862		36,053
Data#3, Ltd.		2,219		31,690
McPherson’s, Ltd.		6,231		20,048
National Australia Bank, Ltd.		34,786		882,017
NIB Holdings, Ltd.		18,168		26,801
Patties Foods, Ltd.		5,197		8,944
Rio Tinto, Ltd.		9,938		770,397


Description	Shares		Value
Common Stocks (continued)

Australia (continued)
Ruralco Holdings, Ltd.		2,913		$ 9,404
Santos, Ltd.		42,151		529,424
Thorn Group, Ltd.		30,900		60,281

				2,835,288

Austria — 0.7%
OMV AG		12,909		509,954

Belgium — 0.9%
Anheuser-Busch InBev NV		9,741		538,029
KBC Groep NV		2,096		59,315
Recticel SA		1,940		15,272

				612,616

Bermuda — 1.4%
Alco Holdings, Ltd.		117,000		40,123
Allan International Holdings, Ltd.		48,000		14,858
Champion Technology Holdings, Ltd.		356,000		6,036
Dickson Concepts International, Ltd.		18,500		11,215
Emperor Entertainment Hotel, Ltd.		65,000		11,938
Emperor International Holdings, Ltd.		22,750		4,500
Esprit Holdings, Ltd.		71,957		201,938
Fairwood, Ltd.		94,000		138,359
First Pacific Co., Ltd.		62,000		59,246
Hongkong Land Holdings, Ltd.		8,000		46,400
Kingmaker Footwear Holdings, Ltd.		188,000		34,529
Lancashire Holdings, Ltd.		3,543		39,253
Li & Fung, Ltd.		168,836		304,023
Sing Tao News Corp., Ltd.		102,000		19,913
Tai Cheung Holdings, Ltd.		22,000		16,163
Victory City International Holdings, Ltd.		234,000		28,251
Wuling Motors Holdings, Ltd. (2)		110,000		12,292

				989,037

Brazil — 0.9%
Banco Santander Brasil SA, ADR		23,704		228,032
Petroleo Brasileiro SA, ADR		2,551		74,107
Vale SA, ADR		11,271		318,293

				620,432

British Virgin Islands — 0.0%
Nam Tai Electronics, Inc.		5,700		29,412

Canada — 1.6%
Canadian Natural Resources, Ltd.		6,136		231,831
Cogeco, Inc.		600		26,100
FirstService Corp. (2)		713		22,766
Sun Life Financial, Inc.		5,700		154,476
Telus Corp.		12,000		629,225

				1,064,398

Cayman Islands — 0.0%
China Sky Chemical Fibre Co., Ltd. (2)		95,000		8,756
Digitalhongkong.com (2)		675		87
Luen Thai Holdings, Ltd.		96,000		8,508
Vedan International (Holdings), Ltd.		184,000		11,816

				29,167

China — 0.9%
Dongfeng Motor Group Co., Ltd., Class H		117,654		187,682

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


		Marshall Funds

International Stock Fund (continued)


Description	Shares		Value
Common Stocks (continued)

China (continued)
Industrial & Commercial Bank of China, Ltd., Class H		369,799		$ 242,706
PetroChina Co., Ltd., Class H		155,369		199,553

				629,941

Cyprus — 0.2%
Bank of Cyprus Public Co., Ltd.		62,472		108,587

Denmark — 1.0%
A P Moller—Maersk A/S, Class B		57		398,758
Novo Nordisk A/S, Class B		2,630		280,699

				679,457

Finland — 0.4%
Digia PLC		6,702		28,497
Stora Enso OYJ, R Shares		33,143		242,335

				270,832

France — 6.0%
Alstom SA (1)		12,278		570,128
AXA SA		13,262		212,989
BNP Paribas SA		15,328		789,810
Bouygues SA		2,390		91,753
Caisse Regionale de Credit Agricole Mutuel Brie Picardie		1,989		49,715
Cegid Group		627		14,420
CNP Assurances		6,358		112,431
Groupe Steria SCA		486		10,779
LDC SA		137		14,770
Les Nouveaux Constructeurs SA		3,111		25,562
Linedata Services		2,266		32,388
Parrot SA (2)		539		17,266
Peugeot SA (1)		10,370		317,743
Sanofi		8,276		602,271
Tessi SA		468		42,018
Total SA		5,324		259,991
Vallourec SA		2,799		251,901
Vivendi SA		28,135		685,657

				4,101,592

Germany — 8.8%
Aixtron SE (1)		20,492		459,361
Aleo Solar AG (2)		239		8,930
Allianz SE		9,915		1,021,644
Amadeus Fire AG		3,068		110,179
BASF SE		8,056		574,804
Bavaria Industriekapital AG		668		12,906
Bayer AG		6,984		450,360
Centrosolar Group AG (2)		1,306		5,028
Cewe Color Holding AG		400		17,123
Daimler AG		2,926		158,334
Deutsche Bank AG		15,159		615,061
Deutsche Lufthansa AG		510		8,641
Deutsche Telekom AG		4,677		59,163
Elmos Semiconductor AG		1,614		17,621
Fresenius SE & Co. KGaA		5,550		574,504
Gesco AG		322		30,700
Hannover Rueckversicherung AG		7,695		363,009
Muenchener Rueckversicherungs—Gesellschaft AG		7,999		1,044,148
Nemetschek AG		10		387
QSC AG (2)		7,427		24,176
SAP AG		5,051		275,719
Software AG		4,578		201,498

				6,033,296


Description	Shares		Value
Common Stocks (continued)

Greece — 0.0%
Public Power Corp. SA		2,438		$ 21,013

Hong Kong — 1.4%
CLP Holdings, Ltd.		4,500		41,614
CNOOC, Ltd.		160,543		328,680
Hong Kong Ferry (Holdings) Co., Ltd.		19,000		15,935
Hutchison Whampoa, Ltd.		54,587		523,025
Lippo, Ltd.		53,255		19,015

				928,269

India — 1.0%
Bharti Airtel, Ltd.		26,062		228,446
Canara Bank		630		5,814
Gujarat Narmada Valley Fertilizers Co., Ltd.		24,554		50,014
Housing Development Finance Corp., Ltd.		19,454		280,045
Sterlite Industries India, Ltd.		44,537		125,439
Vijaya Bank		5,359		6,645

				696,403

Indonesia — 0.3%
Gajah Tunggal Tbk PT		644,000		218,868

Ireland — 0.3%
Ryanair Holdings PLC, ADR		7,916		209,141

Italy — 2.8%
Enel SpA		135,469		661,644
Exor SpA		6,198		148,242
Fiat Industrial SpA (2)		45,263		440,188
Intesa Sanpaolo SpA		208,159		339,089
Servizi Italia SpA		1,699		12,545
Telecom Italia SpA		231,328		280,630

				1,882,338

Japan — 18.4%
Aeon Fantasy Co., Ltd.		1,600		24,950
Aeon Hokkaido Corp. (2)		1,500		6,719
Ahresty Corp.		2,500		19,329
Alpen Co., Ltd.		1,600		28,356
Alps Logistics Co., Ltd.		700		6,975
Amuse, Inc.		700		9,069
Arc Land Sakamoto Co., Ltd.		3,400		57,725
Artnature, Inc.		6,200		67,773
Asahi Kogyosha Co., Ltd.		2,000		9,612
Asunaro Aoki Construction Co., Ltd.		1,500		7,934
AT-Group Co., Ltd.		1,000		13,582
Bando Chemical Industries, Ltd.		9,000		34,792
Best Bridal, Inc.		45		43,490
Best Denki Co., Ltd. (2)		9,500		27,668
BML, Inc.		400		10,359
Canon, Inc.		5,651		265,317
Central Automotive Products, Ltd.		3,000		15,633
Century Tokyo Leasing Corp.		6,200		121,053
Chuo Spring Co., Ltd.		2,000		7,731
Daihatsu Diesel Manufacturing Co., Ltd.		17,000		89,252
Dainichi Co., Ltd.		4,100		44,818
Dainippon Screen Manufacturing Co., Ltd.		7,000		45,801
Daito Trust Construction Co., Ltd.		3,200		294,632
Daiwa House Industry Co., Ltd.		6,000		73,972
East Japan Railway Co.		6,624		395,779
EDION Corp.		8,300		71,976
F-Tech, Inc.		1,200		16,126
Faith, Inc.		774		92,088

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

August 31, 2011


Schedules of Investments

International Stock Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Japan (continued)
Fanuc Corp.		1,461		$ 240,797
First Juken Co., Ltd.		2,900		22,876
Fuji Kiko Co., Ltd. (2)		8,000		27,478
FUJI SOFT, Inc.		1,300		20,000
Fujitsu Broad Solution & Consulting, Inc.		700		6,674
Fujitsu Frontech, Ltd.		1,900		13,275
FuKoKu Co., Ltd.		3,400		31,926
Fukuda Denshi Co., Ltd.		1,400		42,016
Fukushima Industries Corp.		700		8,593
Fuso Chemical Co., Ltd.		500		15,339
Future Architect, Inc.		104		46,859
Gamecard-Joyco Holdings, Inc. (2)		2,600		34,431
H-One Co., Ltd.		2,000		14,314
Happinet Corp.		2,100		34,200
Hitachi, Ltd.		87,000		469,257
Hokkaido Coca-Cola Bottling Co., Ltd.		4,000		19,851
Hokkan Holdings, Ltd.		10,000		34,217
Honda Motor Co., Ltd.		6,728		217,384
Horipro, Inc.		900		8,075
Iida Home Max		3,700		32,231
Inabata & Co., Ltd.		4,100		23,828
Information Services International-Dentsu, Ltd.		4,400		31,260
Itochu-Shokuhin Co., Ltd.		200		7,562
J Trust Co., Ltd.		6,900		30,008
Japan Tobacco, Inc.		107		459,051
K’s Holdings Corp.		5,300		232,225
Kamei Corp.		9,000		60,533
KAWADA TECHNOLOGIES, Inc.		1,300		21,358
Kawasaki Kinkai Kisen Kaisha, Ltd.		6,000		16,769
Kawasumi Laboratories, Inc.		7,000		45,436
Konishi Co., Ltd.		1,600		22,714
KRS Corp.		3,500		39,585
Kyodo Printing Co., Ltd.		10,000		25,598
LAC Holdings, Inc.		1,300		6,129
Maezawa Kasei Industries Co., Ltd.		3,600		36,437
Mimasu Semiconductor Industry Co., Ltd.		2,900		29,655
Mitani Corp.		800		10,176
Mitsubishi Corp.		13,372		319,063
Mitsubishi Electric Corp.		29,416		291,970
Mitsubishi UFJ Financial Group, Inc.		163,400		734,094
Mitsui & Co., Ltd.		15,940		271,045
NIC Corp.		2,900		12,082
Nichireki Co., Ltd.		8,000		39,598
NIFTY Corp.		36		45,605
Nihon Plast Co., Ltd.		1,100		9,051
Nippo Corp.		15,000		130,861
Nippon Antenna Co., Ltd.		1,200		8,964
Nippon Telegraph & Telephone Corp.		15,200		705,707
NIS Group Co., Ltd. (2)		45,200		3,542
Nishikawa Rubber Co., Ltd.		1,000		9,926
Nishimatsu Construction Co., Ltd.		39,000		59,083
Nisshin Fudosan Co.		1,500		8,326
Nissin Sugar Manufacturing Co., Ltd.		17,000		39,519
Nitori Holdings Co., Ltd.		4,367		447,137
Nittan Valve Co., Ltd.		5,100		18,317
Nojima Corp.		4,043		40,076
Nomura Holdings, Inc.		70,693		296,362


Description	Shares		Value
Common Stocks (continued)

Japan (continued)
Obayashi Road Corp.		28,000		$ 72,404
Oita Bank, Ltd.		16,000		50,359
Pacific Industrial Co., Ltd.		4,000		21,366
Piolax, Inc.		5,200		118,642
Ricoh Leasing Co., Ltd.		1,100		24,839
Rokko Butter Co., Ltd.		3,000		17,004
Saison Information Systems Co., Ltd.		2,700		32,265
Sanoyas Hishino Meisho Corp.		2,400		9,215
Seiko PMC Corp.		600		2,100
Seino Holdings Corp.		1,000		7,235
Sekisui Jushi Corp.		3,000		30,168
Seria Co., Ltd.		5		31,377
Shidax Corp.		10,700		43,320
Shindengen Electric Manufacturing Co., Ltd.		4,000		16,769
Shinsei Bank, Ltd.		7,000		8,319
Shobunsha Publications, Inc.		1,100		8,433
Sojitz Corp.		20,900		39,032
Sony Financial Holdings, Inc.		19,642		308,598
SRA Holdings		1,500		15,437
Stanley Electric Co., Ltd.		20,235		289,109
Sumitomo Mitsui Financial Group, Inc.		44,243		1,302,964
Suncall Corp.		11,000		49,275
T&K Toka Co., Ltd.		1,700		20,825
Tachibana Eletech Co., Ltd.		2,300		21,087
Takagi Securities Co., Ltd. (2)		7,000		6,948
Takeda Pharmaceutical Co., Ltd.		17,600		849,314
Teraoka Seisakusho Co., Ltd.		2,200		10,027
Toa Road Corp.		29,000		62,871
Tokai Corp. (Gifu)		1,500		31,030
Tokyu Construction Co., Ltd.		24,980		76,013
Toshiba TEC Corp.		30,000		123,808
Totetsu Kogyo Co., Ltd.		1,000		9,181
Toyota Motor Corp.		11,763		420,008
Wakita & Co., Ltd.		4,000		23,665
Watabe Wedding Corp.		2,253		19,714
Yahoo Japan Corp.		1,020		328,633
Yamada Denki Co., Ltd.		2,580		188,353
Yondenko Corp.		10,000		43,881
Yonekyu Corp.		3,000		22,842
Yurtec Corp.		2,000		9,899

				12,597,285

Jersey — 1.2%
Cape PLC		39,681		309,188
Experian PLC		4,578		52,280
Wolseley PLC		18,525		481,748

				843,216

Malaysia — 0.1%
Affin Holdings Berhard		44,800		44,004

Mexico — 0.7%
America Movil SAB de C.V., ADR		7,911		202,205
Gruma SAB de C.V., Class B (2)		128,200		254,563

				456,768

Netherlands — 1.3%
European Aeronautic Defence and Space Co. NV		14,824		470,293
Koninklijke KPN NV		31,349		444,024

				914,317

New Zealand — 0.7%
Telecom Corp. of New Zealand, Ltd.		221,863		480,101

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


		Marshall Funds

International Stock Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Norway — 4.2%
Norske Skogindustrier ASA (2)		18,108		$ 19,748
Petroleum Geo-Services ASA (2)		42,562		536,364
Statoil ASA (1)		54,506		1,310,765
Yara International ASA (1)		17,787		980,826

				2,847,703

Poland — 1.0%
KGHM Polska Miedz SA		6,755		410,226
Polski Koncern Naftowy Orlen SA (2)		22,305		306,792

				717,018

Portugal — 0.2%
Jeronimo Martins, SGPS, SA		7,912		147,753
Novabase SGPS SA		2,800		10,216

				157,969

Russia — 0.3%
Gazprom OAO, ADR		15,291		190,373

Singapore — 4.1%
Cerebos Pacific, Ltd.		4,000		16,242
DBS Group Holdings, Ltd.		108,182		1,190,244
GP Batteries International, Ltd.		16,000		13,286
Ho Bee Investment, Ltd.		11,000		12,422
Hock Lian Seng Holdings, Ltd.		204,000		46,583
Hong Leong Finance, Ltd.		12,000		24,114
Jardine Cycle & Carriage, Ltd.		15,000		558,250
Keppel Corp., Ltd.		26,869		207,491
Lian Beng Group, Ltd.		67,000		19,472
Oversea-Chinese Banking Corp., Ltd.		76,000		552,188
QAF, Ltd.		24,000		12,455
Technics Oil & Gas, Ltd.		34,000		24,844
United Overseas Bank, Ltd.		8,000		123,225

				2,800,816

South Africa — 0.5%
Naspers, Ltd., N Shares		6,813		356,563

South Korea — 2.8%
Asia Cement Co., Ltd.		600		21,793
E-Mart Co., Ltd. (2)		670		198,453
Hyundai Motor Co.		2,173		413,478
Kia Motors Corp.		5,665		374,888
Nexen Corp.		811		53,973
NHN Corp. (2)		1,217		237,274
Nong Shim Holdings Co., Ltd.		1,770		91,084
Samsung Electronics Co., Ltd.		564		393,322
Shinsegae Co., Ltd.		237		70,977
Taekwang Industrial Co., Ltd.		41		53,765
YESCO Co., Ltd.		980		23,700

				1,932,707

Spain — 2.1%
CaixaBank		28,974		148,088
Endesa SA		18,905		487,876
Gas Natural SDG SA		3,892		71,228
Industria de Diseno Textil SA (Inditex)		4,650		396,108
Red Electrica Corp. SA		6,147		302,610

				1,405,910

Sweden — 2.7%
Bilia AB, A Shares		11,379		187,960
Hennes & Mauritz AB, B Shares		16,595		517,097


Description	Shares		Value
Common Stocks (continued)

Sweden (continued)
Saab AB, Class B		2,839		$ 58,960
Swedbank AB, A Shares		37,017		509,301
Volvo AB, B Shares		44,419		552,305

				1,825,623

Switzerland — 4.1%
ABB, Ltd. (2)		19,642		421,187
Bossard Holding AG		362		55,253
Coltene Holding AG (2)		62		2,647
Credit Suisse Group AG (2)		17,135		490,331
Emmi AG		502		129,572
Intershop Holding AG		35		14,116
Nestle SA		4,392		272,017
Roche Holding AG		2,449		428,807
Sonova Holding AG (2)		5,463		466,407
Swiss Life Holding AG (2)		932		128,261
Syngenta AG (2)		1,124		357,766
Uster Technologies AG (2)		231		8,858

				2,775,222

Taiwan — 1.3%
Asustek Computer, Inc.		183		1,546
Fubon Financial Holding Co., Ltd.		54,649		77,802
Gigabyte Technology Co., Ltd.		249,000		244,627
HON HAI Precision Industry Co., Ltd.		55,785		140,955
Pegatron Corp. (2)		403		390
Taiwan Semiconductor Manufacturing Co., Ltd., ADR		33,483		400,792

				866,112

Thailand — 0.0%
Total Access Communication PCL		6,100		14,197

Turkey — 0.3%
Turkiye Garanti Bankasi AS		52,315		190,985

United Kingdom — 15.5%
Antofagasta PLC		22,014		482,070
AstraZeneca PLC		23,063		1,093,195
Barclays PLC		54,399		150,782
Berendsen PLC		1,266		10,179
BG Group PLC		12,516		270,625
BHP Billiton PLC		10,839		370,550
BP PLC		127,606		833,646
British American Tobacco PLC		4,781		212,923
Carnival PLC		11,135		363,136
Centrica PLC		48,852		237,270
Computacenter PLC		23,676		150,274
Dart Group PLC		19,644		25,351
Ensco PLC, ADR		7,434		358,765
G4S PLC		25,780		109,225
H&T Group PLC		504		3,125
HSBC Holdings PLC		69,785		607,871
Imperial Tobacco Group PLC		495		16,408
Photo-Me International PLC		55,874		54,193
Prudential PLC		14,526		146,314
Rio Tinto PLC		567		34,994
Royal Bank of Scotland Group PLC (2)		398,293		156,917
Royal Dutch Shell PLC, Class A		62,325		2,084,257
RPC Group PLC		13,365		69,621
Standard Chartered PLC		34,458		783,100
Tesco PLC		86,593		532,185
Tullow Oil PLC		23,183		404,554
Vodafone Group PLC		222,191		580,699
WH Smith PLC		3,672		29,750

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

August 31, 2011


Schedules of Investments

International Stock Fund (continued)


Description	Shares or Principal Amount		Value
Common Stocks (continued)

United Kingdom (continued)
Xstrata PLC		22,333		$ 391,172

				10,563,151

Total Common Stocks (identified cost $61,193,445)				64,450,081

Preferred Stocks — 0.0%

Germany — 0.0%
Jungheinrich AG		965		30,670

Total Preferred Stocks (identified cost $12,326)				30,670

Short-Term Investments — 7.3%

Collateral Pool Investment for Securities on Loan — 3.7%

(See Note 2 of the Financial Statements)				2,479,837

Repurchase Agreements — 3.6%
Agreement with Fixed Income Clearing Corp., 0.010%, dated 8/31/2011, to be repurchased at $1,162,946 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 10/13/2020, with a market value of $1,191,156 (at amortized cost)		$1,162,945		1,162,945
Agreement with State Street Bank & Trust Co., 0.010%, dated 8/31/2011, to be repurchased at $1,319,033 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 9/15/2020, with a market value of $1,346,531 (at amortized cost)		1,319,033		1,319,033

				2,481,978

Total Short-Term Investments (identified cost $4,961,815)				4,961,815

Total Investments — 101.6% (identified cost $66,167,586)				69,442,566
Other Assets and Liabilities — (1.6)%				(1,119,108	)

Total Net Assets — 100.0%				$68,323,458

Industry Division


Industry	Value		% of Total Net Assets
Aerospace/Defense	$	529,253		0.8	%
Agriculture		697,786		1.0
Airlines		217,782		0.3
Apparel		43,037		0.1
Auto Manufacturers		3,094,301		4.5
Auto Parts & Equipment		794,975		1.2
Banks		10,369,566		15.2
Beverages		557,880		0.8
Building Materials		71,567		0.1
Chemicals		2,582,710		3.8
Commercial Services		868,674		1.3
Computers		553,403		0.8


Industry (continued)	Value			% of Total Net Assets
Cosmetics/Personal Care	$	67,773			0.1	%
Distribution/Wholesale		2,159,667			3.2
Diversified Financial Services		864,712			1.3
Electric		1,514,758			2.2
Electrical Components & Equipment		952,624			1.4
Electronics		216,559			0.3
Engineering & Construction		1,106,938			1.6
Entertainment		33,025			0.0
Food		1,479,682			2.2
Food Service		43,320			0.1
Forest Products & Paper		262,082			0.4
Gas		332,197			0.5
Healthcare-Products		1,143,555			1.7
Healthcare-Services		10,359			0.0
Holding Companies-Diversified		1,052,603			1.5
Home Builders		73,972			0.1
Home Furnishings		99,798			0.1
Household Products/Wares		10,027			0.0
Insurance		3,557,922			5.2
Internet		709,815			1.0
Leisure Time		397,567			0.6
Machinery-Diversified		909,034			1.3
Media		420,078			0.6
Metal Fabricate/Hardware		362,920			0.5
Mining		3,363,369			4.9
Miscellaneous Manufacturing		190,179			0.3
Office/Business Equipment		265,317			0.4
Oil & Gas		7,893,318			11.6
Oil & Gas Services		536,364			0.8
Packaging & Containers		103,838			0.1
Pharmaceuticals		3,254,285			4.8
Real Estate		500,601			0.7
Retail		2,917,300			4.3
Semiconductors		1,326,450			1.9
Shipbuilding		9,215			0.0
Software		598,787			0.9
Telecommunications		4,366,496			6.4
Textiles		59,282			0.1
Transportation		890,453			1.3
Venture Capital		12,906			0.0

Total Common Stocks		64,450,081			94.3
Preferred Stocks		30,670			0.0
Collateral Pool Investment for Securities on Loan		2,479,837			3.7
Repurchase Agreements		2,481,978			3.6

Total Investments		69,442,566			101.6
Other Assets and Liabilities		(1,119,108	)		(1.6	)

Total Net Assets	$	68,323,458			100.0	%

Emerging Markets Equity Fund


Description	Shares		Value
Common Stocks — 96.5%

Bermuda — 0.6%
Huabao International Holdings, Ltd.		389,364		$ 300,555

Brazil — 14.8%
Banco Bradesco SA, ADR		64,616		1,153,395
Banco Santander Brasil SA, ADR		58,545		563,203
BR Malls Participacoes SA		58,801		655,643
CCR SA		20,248		610,404
Gafisa SA, ADR		34,531		325,282
Itau Unibanco Holding SA, ADR		21,618		392,583

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


		Marshall Funds

Emerging Markets Equity Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Brazil (continued)
Localiza Rent a Car SA		36,351		$ 632,072
MRV Engenharia e Participacoes SA		74,765		629,343
Petroleo Brasileiro SA, ADR		30,736		892,881
Tractebel Energia SA		18,656		296,499
Vale SA, ADR		38,042		1,074,306

				7,225,611

Canada — 0.8%
Pacific Rubiales Energy Corp.		15,866		390,291

Cayman Islands — 2.3%
Anta Sports Products, Ltd.		267,519		364,899
Mindray Medical International, Ltd., ADR		9,320		242,786
Parkson Retail Group, Ltd.		382,552		513,945

				1,121,630

Chile — 0.5%
Banco Santander—Chile, ADR		2,696		243,610

China — 10.4%
Anhui Conch Cement Co., Ltd., Class H		133,239		556,171
China Communications Construction Co., Ltd., Class H		293,178		212,376
China Construction Bank Corp., Class H		730,757		542,494
China Life Insurance Co., Ltd., Class H		117,533		295,272
China Shenhua Energy Co., Ltd., Class H		198,802		924,322
Dongfeng Motor Group Co., Ltd., Class H		521,408		831,751
Industrial & Commercial Bank of China, Ltd., Class H		1,265,388		830,498
PetroChina Co., Ltd., ADR		4,538		583,133
Yanzhou Coal Mining Co., Ltd., Class H		108,994		317,077

				5,093,094

Colombia — 1.3%
BanColombia SA, ADR		4,110		270,356
Ecopetrol SA, ADR		9,039		395,185

				665,541

Czech Republic — 1.3%
Komercni Banka AS		3,024		635,682

Hong Kong — 3.2%
CNOOC, Ltd., ADR		4,693		953,571
Lenovo Group, Ltd.		435,427		291,931
Shougang Fushan Resources Group, Ltd.		695,136		328,557

				1,574,059

India — 7.6%
Gail India, Ltd.		67,077		602,309
Housing Development Finance Corp., Ltd.		36,497		525,383
Infosys, Ltd., ADR		9,424		486,467
IRB Infrastructure Developers, Ltd.		45,724		145,761
Power Finance Corp., Ltd.		52,175		165,419
State Bank of India, GDR		6,281		596,695
Sterlite Industries India, Ltd.		184,378		519,301
Tata Consultancy Services, Ltd.		21,128		479,452


Description	Shares		Value
Common Stocks (continued)

India (continued)
Tata Motors, Ltd., ADR		12,789		$ 212,681

				3,733,468

Indonesia — 1.9%
Adaro Energy Tbk PT		1,456,856		345,732
Bank Mandiri Tbk PT		344,912		276,884
Tambang Batubara Bukit Asam Tbk PT		137,454		306,867

				929,483

Israel — 1.1%
Israel Chemicals, Ltd.		39,055		563,628

Mexico — 4.8%
America Movil SAB de C.V., ADR		16,287		416,296
Corp. GEO SAB de C.V. (2)		196,881		379,771
Desarrolladora Homex SAB de C.V., ADR (2)		16,407		340,609
Grupo Financiero Banorte SAB de C.V., Class O		101,916		412,590
Grupo Mexico SAB de C.V.		235,333		800,885

				2,350,151

Poland — 1.1%
Bank Pekao SA		10,409		534,852

Portugal — 0.5%
Jeronimo Martins, SGPS, SA		12,618		235,635

Russia — 7.9%
Federal Grid Co. Unified Energy System JSC		20,468,846		207,759
Gazprom OAO, ADR		96,507		1,201,512
Magnitogorsk Iron & Steel Works, GDR		20,539		163,696
Mobile Telesystems OJSC, ADR		26,709		452,184
OJSC Novolipetsk Steel (NLMK), GDR		20,092		614,614
OJSC Oil Co. Rosneft, GDR		26,936		212,929
Sberbank of Russia		286,648		802,041
TMK OAO, GDR		17,968		227,295

				3,882,030

South Africa — 8.3%
ABSA Group, Ltd.		28,902		576,469
African Bank Investments, Ltd.		61,423		312,319
Aspen Pharmacare Holdings, Ltd. (2)		65,177		787,511
Bidvest Group, Ltd.		20,835		467,436
MTN Group, Ltd.		28,662		591,150
Naspers, Ltd., N Shares		25,351		1,326,763

				4,061,648

South Korea — 13.7%
Daum Communications Corp.		2,171		258,440
E-Mart Co., Ltd. (2)		2,953		874,676
Hyundai Motor Co.		4,808		914,865
KB Financial Group, Inc., ADR		7,319		302,128
LG Chem, Ltd.		1,116		395,938
NHN Corp. (2)		5,492		1,070,756
Samsung Electronics Co., Ltd., GDR		4,424		1,552,824
Shinhan Financial Group Co., Ltd., ADR		3,921		328,854
Shinsegae Co., Ltd.		1,041		311,759
Woongjin Coway Co., Ltd.		17,966		673,609

				6,683,849

Taiwan — 5.7%
Delta Electronics, Inc.		66,086		193,637

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

August 31, 2011


Schedules of Investments

Emerging Markets Equity Fund (continued)


Description	Shares		Value
Common Stocks (continued)

Taiwan (continued)
HON HAI Precision Industry Co., Ltd.		174,577		$ 441,114
Synnex Technology International Corp.		254,386		644,525
Taiwan Semiconductor Manufacturing Co., Ltd.		111,350		266,385
Taiwan Semiconductor Manufacturing Co., Ltd., ADR		44,397		531,432
Unimicron Technology Corp.		357,659		517,203
Wistron Corp.		145,998		181,683

				2,775,979

Thailand — 3.7%
Bangkok Bank PCL		119,751		653,296
Banpu PCL		22,005		466,973
Kasikornbank PCL		145,240		615,465
Kasikornbank PCL, NVDR		13,427		57,122

				1,792,856

Turkey — 2.2%
Anadolu Efes Biracilik Ve Malt Sanayii AS		17,214		191,238
Haci Omer Sabanci Holding AS		105,496		374,058
Turkiye Garanti Bankasi AS		138,191		504,491

				1,069,787

United Kingdom — 2.8%
BHP Billiton PLC		17,872		613,886
SABMiller PLC		20,588		746,273

				1,360,159

Total Common Stocks (identified cost $34,667,361)				47,223,598

Total Investments — 96.5% (identified cost $34,667,361)				47,223,598
Other Assets and Liabilities — 3.5%				1,693,523

Total Net Assets — 100.0%				$48,917,121

Industry Division


Industry	Value		% of Total Net Assets
Auto Manufacturers	$	1,959,297		4.0	%
Banks		9,661,727		19.8
Beverages		937,511		1.9
Building Materials		1,276,552		2.6
Chemicals		1,260,121		2.6
Coal		2,689,529		5.5
Commercial Services		1,242,476		2.5
Computers		1,439,532		2.9
Diversified Financial Services		1,634,103		3.3
Electric		504,258		1.0
Electrical Components & Equipment		193,637		0.4
Electronics		1,602,843		3.3
Engineering & Construction		358,136		0.7
Environmental Control		673,609		1.4
Food		235,635		0.5
Gas		602,309		1.2
Healthcare-Products		1,030,297		2.1
Holding Companies-Diversified		841,494		1.7
Home Builders		629,343		1.3
Insurance		295,272		0.6


Industry (continued)	Value		% of Total Net Assets
Internet	$	1,329,196		2.7	%
Iron/Steel		778,310		1.6
Media		1,326,763		2.7
Metal Fabricate/Hardware		227,295		0.5
Mining		3,008,378		6.2
Oil & Gas		4,629,502		9.5
Real Estate		980,925		2.0
Retail		2,065,278		4.2
Semiconductors		2,350,641		4.8
Telecommunications		1,459,629		3.0

Total Common Stocks		47,223,598		96.5

Total Investments		47,223,598		96.5
Other Assets and Liabilities		1,693,523		3.5

Total Net Assets	$	48,917,121		100.0	%

Ultra Short Tax-Free Fund


Description	Principal Amount		Value
Municipals — 89.4%

Alabama — 2.0%
Alabama Board of Education, AMBAC, 5.375%, 10/1/2014, Call 10/3/2011		$ 50,000		$ 50,166
Birmingham-Baptist Medical Centers Special Care Facilities Financing Authority, 5.000%, 11/15/2012		1,500,000		1,545,495
Birmingham-Baptist Medical Centers Special Care Facilities Financing Authority, 5.000%, 11/15/2013		1,045,000		1,090,322
Chatom Industrial Development Board, 0.700%, 8/15/2014, Call 9/7/2011 (3)		1,300,000		1,300,000
County of Jefferson, 5.400%, 9/1/2012, Call 10/3/2011		20,000		20,004
County of Pike, 2.000%, 10/1/2011		100,000		100,041
County of Pike, 2.000%, 10/1/2012		470,000		471,236
Health Care Authority for Baptist Health, ACG, 0.650%, 11/15/2037, Call 9/2/2011 (3)		3,450,000		3,450,000
Lake Martin Area Industrial Development Authority, 5.000%, 11/1/2011		450,000		451,404

				8,478,668

Alaska — 0.1%
Alaska Industrial Development & Export Authority, 3.500%, 4/1/2012		270,000		273,389
State of Alaska, AMBAC, 4.550%, 7/15/2012		100,000		102,642
State of Alaska, AMBAC, 4.600%, 7/15/2013, Call 7/15/2012		160,000		163,782

				539,813

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


		Marshall Funds

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Arizona — 2.0%
Arizona Health Facilities Authority, 1.210%, 2/2/2015, Call 2/1/2013 (3)		$ 45,000		$ 41,642
Arizona Health Facilities Authority, 5.000%, 1/1/2012		100,000		101,512
Arizona School Facilities Board, 4.000%, 9/1/2014		100,000		106,128
Arizona School Facilities Board, AMBAC, 4.000%, 7/1/2015		50,000		51,809
Arizona School Facilities Board, AMBAC, 4.250%, 7/1/2015		25,000		26,128
Arizona School Facilities Board, AMBAC, 5.250%, 7/1/2013		500,000		521,745
Arizona School Facilities Board, NATL-RE FGIC, 5.000%, 9/1/2014		505,000		550,546
Arizona School Facilities Board, NATL-RE FGIC, 5.250%, 9/1/2014, Call 9/1/2013		175,000		186,443
Arizona Water Infrastructure Finance Authority, 4.000%, 10/1/2011		25,000		25,065
County of Mohave, AGC, 3.250%, 4/1/2012		65,000		65,993
County of Pima, AMBAC, 5.000%, 1/1/2012		25,000		25,365
Glendale Industrial Development Authority, 3.875%, 12/1/2012		40,000		40,304
Maricopa County Elementary School District No. 2 Riverside, 3.000%, 7/1/2012		425,000		429,156
Maricopa County School District No. 17 Tolleson Elementary, 3.000%, 7/1/2012		300,000		303,843
Maricopa County Stadium District, AMBAC, 5.250%, 6/1/2012		250,000		247,780
Maricopa County Unified School District No. 95 Queen Creek, NATL-RE FGIC, 3.500%, 7/1/2012		225,000		227,596
Pima County Industrial Development Authority, 6.250%, 7/1/2013, Call 7/1/2012		240,000		241,495
Pima County Unified School District No. 30 Sahuarita, 0.000%, 1/1/2012		93,000		92,277
Pima County Unified School District No. 30 Sahuarita, 0.000%, 7/1/2012		221,000		216,633
Pima County Unified School District No. 30 Sahuarita, 3.000%, 7/1/2012		900,000		911,610
Pima County Unified School District No. 6 Marana, NATL-RE, 4.500%, 7/1/2013		50,000		52,635
Scottsdale Industrial Development Authority, FSA, 0.700%, 9/1/2045, Call 9/6/2011 (3)		2,800,000		2,800,000
Municipals (continued)

Arizona (continued)
Surprise Municipal Property Corp., AMBAC, 5.000%, 7/1/2015, Call 7/1/2014		$ 100,000		$ 109,712
Town of Gilbert, Transportation, 5.000%, 7/1/2012		50,000		51,817
University Medical Center Corp., 4.000%, 7/1/2013		500,000		517,860
University Medical Center Corp., 5.000%, 7/1/2013		540,000		568,890

				8,513,984

Arkansas — 0.1%
Conway Health Facilities Board, 2.750%, 8/1/2012		270,000		272,600
Siloam Springs Public Education Facilities Board, 2.000%, 12/1/2011		100,000		100,241
Siloam Springs Public Education Facilities Board, 2.000%, 12/1/2012		100,000		100,990

				473,831

California — 7.2%
Anaheim Public Financing Authority, AMBAC, 4.000%, 10/1/2012		25,000		25,497
Antioch Area Public Facilities Financing Agency, NATL-RE, 4.250%, 8/1/2012		100,000		102,775
Bay Area Governments Association, XLCA, 4.000%, 3/1/2012		225,000		227,198
California Community College Financing Authority, 3.000%, 6/1/2013		200,000		205,780
California Educational Facilities Authority, AMBAC, 0.000%, 9/1/2011		150,000		150,000
California Health Facilities Financing Authority, 5.000%, 11/15/2011		170,000		171,406
California Housing Finance Agency, 2.375%, 8/1/2014, Call 2/1/2013		650,000		654,303
California Infrastructure & Economic Development Bank, NATL-RE FGIC, 4.250%, 5/1/2013		950,000		983,145
California Statewide Communities Development Authority, AGM, 0.500%, 7/1/2040, Call 9/2/2011 (3)		2,000,000		2,000,000
Carlsbad Unified School District, 0.000%, 8/1/2012		45,000		44,749
Chino Redevelopment Agency, AMBAC, 4.000%, 9/1/2012		300,000		302,397
City of Lodi, NATL-RE, 4.500%, 10/1/2016, Call 10/1/2014		175,000		190,250
City of Lodi, NATL-RE, 5.500%, 10/1/2017, Call 10/1/2014		175,000		193,585
City of Santa Ana, AMBAC, 5.000%, 6/1/2012		225,000		227,979

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

August 31, 2011


Schedules of Investments

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

California (continued)
City of Turlock, 5.000%, 10/15/2012		$ 895,000		$ 921,277
City of Vernon, 3.750%, 8/1/2013		300,000		310,206
Contra Costa Water District, AGM, 5.500%, 10/1/2013, Call 10/1/2011		100,000		100,371
County of San Bernardino, NATL-RE, 4.000%, 7/1/2012		240,000		243,444
Delhi Unified School District, AMBAC, 0.000%, 8/1/2012		405,000		394,681
El Centro Financing Authority, 2.000%, 10/1/2011		270,000		270,256
Fairfield-Suisun Unified School District, AMBAC, 5.000%, 8/15/2013		1,980,000		2,097,612
Folsom Public Financing Authority, 2.000%, 9/1/2011		600,000		600,000
Fresno Joint Powers Financing Authority, XLCA, 4.000%, 10/1/2014, Call 10/3/2011		90,000		90,142
Gilroy Unified School District, 0.000%, 4/1/2013		500,000		485,530
Golden State Tobacco Securitization Corp., 5.000%, 6/1/2012		250,000		253,638
Hueneme Elementary School District, NATL-RE FGIC, 0.000%, 8/1/2014		100,000		92,962
Long Beach Bond Finance Authority, AMBAC, 4.500%, 11/1/2011		150,000		150,365
Long Beach Bond Finance Authority, AMBAC, 5.000%, 8/1/2012		100,000		101,336
Long Beach Bond Finance Authority, AMBAC, 5.500%, 11/1/2014, Call 11/1/2011		100,000		100,466
Midpeninsula Regional Open Space District, AMBAC, 3.250%, 9/1/2012		100,000		101,627
Montclair Redevelopment Agency, AMBAC, 4.250%, 9/1/2011		100,000		100,000
Moreno Valley Unified School District, 2.500%, 10/3/2011		1,250,000		1,250,987
Pittsburg Infrastructure Financing Authority, AGM, 2.000%, 9/2/2012		175,000		175,907
Pittsburg Infrastructure Financing Authority, AGM, 2.000%, 9/2/2013		200,000		200,078
Pittsburg Infrastructure Financing Authority, AGM, 3.000%, 9/2/2014		390,000		398,408
Plumas Unified School District, 3.900%, 8/1/2012		25,000		25,241
Poway Unified School District, 0.000%, 12/1/2011		200,000		199,788
Puttable Floating Option Tax-Exempt Receipts, 2.610%, 2/1/2025 (3)		2,000,000		2,000,000


Description	Principal Amount		Value
Municipals (continued)

California (continued)
Puttable Floating Option Tax-Exempt Receipts, NATL-RE, 0.710%, 8/1/2037, Call 8/1/2017 (3)(5)(6)		$ 5,000,000		$ 5,000,000
Rancho Santa Fe Community Services District, 3.000%, 9/1/2012		195,000		197,948
Rancho Santa Fe Community Services District, 3.000%, 9/1/2013		235,000		238,588
Roseville Natural Gas Finance Authority, 5.000%, 2/15/2012		340,000		346,021
Sacramento Municipal Utility District, NATL-RE, 5.000%, 7/1/2012		100,000		102,780
Sacramento Municipal Utility District, NATL-RE, 5.000%, 7/1/2013		100,000		105,386
San Diego County Regional Transportation Commission, 1.750%, 4/1/2038, Call 9/1/2011 (3)		4,000,000		4,000,000
Santa Barbara Redevelopment Agency, AMBAC, 5.000%, 3/1/2013		500,000		524,035
Santa Rosa Elementary School District, AGM, 2.000%, 8/1/2012		265,000		267,470
Savanna Elementary School District, 4.000%, 5/1/2012		1,000,000		1,017,350
Sierra View Local Health Care District, 4.600%, 7/1/2015		100,000		107,488
Southern California Public Power Authority, 5.000%, 11/1/2014		900,000		939,105
State of California, 4.500%, 4/1/2012, Call 10/3/2011		200,000		200,570
State of California, 4.500%, 7/1/2017, Call 10/3/2011		50,000		50,133
State of California, 5.200%, 3/1/2014, Call 10/3/2011		75,000		75,259
State of California, NATL-RE FGIC, 4.500%, 2/1/2014, Call 10/3/2011		100,000		100,251
Vallejo City Unified School District, NATL-RE, 5.200%, 2/1/2014		725,000		756,378
Westlands Water District, 4.000%, 9/1/2012		125,000		129,173

				30,301,321

Colorado — 6.5%
City & County of Denver, Airport, Revenue Bonds, AGC, 0.490%, 11/15/2025, Call 9/1/2011 (3)		2,025,000		2,025,000
City of Colorado Springs, 2.000%, 11/1/2037, Call 9/1/2011 (3)		7,000,000		7,000,000
City of Colorado Springs, AMBAC, 3.990%, 12/15/2024 (3)		7,000,000		7,000,000
City of Westminster, Multi-Family Housing, FHLMC, 0.440%, 6/1/2012, Call 9/1/2011 (3)		700,000		700,000

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


		Marshall Funds

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Colorado (continued)
Colorado Educational & Cultural Facilities Authority, 2.375%, 3/1/2013		$ 150,000		$ 150,470
Colorado Educational & Cultural Facilities Authority, 2.400%, 12/1/2012		240,000		240,374
Colorado Educational & Cultural Facilities Authority, 3.000%, 6/1/2012		200,000		202,672
Colorado Educational & Cultural Facilities Authority, CIFG, 4.000%, 6/1/2014		300,000		304,653
Colorado Educational & Cultural Facilities Authority, XLCA, 5.000%, 6/15/2014		465,000		485,525
Colorado Health Facilities Authority, NATL-RE, 6.000%, 10/1/2011		300,000		301,038
Colorado Housing & Finance Authority, 2.750%, 4/1/2036, Call 9/7/2011 (3)		1,600,000		1,600,000
Colorado Water Resources & Power Development Authority, 4.250%, 1/1/2012		135,000		136,289
Cornerstar Metropolitan District, 0.660%, 12/1/2037, Call 9/1/2011 (3)		2,000,000		2,000,000
Cottonwood Water & Sanitation District, AMBAC, 5.000%, 12/1/2011		140,000		141,180
Denver Urban Renewal Authority, 0.750%, 9/1/2017, Call 9/7/2011 (3)		100,000		100,000
E-470 Public Highway Authority, 2.930%, 9/1/2014, Call 3/1/2014 (3)		2,000,000		2,004,980
E-470 Public Highway Authority, NATL-RE, 4.000%, 9/1/2011		50,000		50,000
Grand Junction Downtown Development Authority, 3.000%, 12/15/2012		160,000		159,421
Rangely Hospital District, 3.000%, 11/1/2013		1,000,000		1,020,100
Rangely Hospital District, 3.000%, 11/1/2014		665,000		676,425
Regional Transportation District, AMBAC, 5.000%, 12/1/2012		445,000		464,949
State of Colorado, 0.000%, 3/1/2012		300,000		298,347
Town of Castle Rock Co., NATL-RE FGIC, 3.800%, 12/1/2012		240,000		247,601
Washington County School District R-3, 5.100%, 12/1/2012, Call 10/3/2011		55,000		55,164
Widefield Water & Sanitation District, NATL-RE, 3.250%, 12/1/2011		100,000		100,418

				27,464,606


Description	Principal Amount		Value
Municipals (continued)

Connecticut — 0.3%
City of Ansonia, NATL-RE FGIC, 4.500%, 10/15/2012, Call 10/3/2011		$ 20,000		$ 20,081
City of Bridgeport, AMBAC, 6.250%, 3/1/2012		275,000		281,710
Connecticut State Health & Educational Facility Authority, 3.000%, 7/1/2013		670,000		685,531
Town of Vernon, AGM, 3.000%, 9/15/2011		100,000		100,063

				1,087,385

Delaware — 1.2%
Puttable Floating Option Tax-Exempt Receipts, 1.350%, 9/15/2037 (3)		4,980,000		4,980,000

Florida — 7.4%
Brevard County Health Facilities Authority, 5.000%, 4/1/2016		75,000		80,563
Broward County Educational Facilities Authority, 0.400%, 4/1/2022, Call 9/7/2011 (3)		645,000		645,000
Citizens Property Insurance Corp., 1.960%, 6/1/2013 (3)		2,000,000		2,008,400
Citizens Property Insurance Corp., 5.000%, 6/1/2013		200,000		212,694
Citizens Property Insurance Corp., BHAC-CR NATL-RE, 5.000%, 3/1/2012		185,000		189,211
City of Cape Coral, 2.000%, 10/1/2011		605,000		605,345
City of Gulf Breeze, 3.000%, 12/1/2012, Call 10/3/2011 (3)		10,000,000		10,074,900
City of Lakeland, 3.000%, 11/15/2013		250,000		256,687
City of Leesburg, 5.000%, 7/1/2012		110,000		112,903
City of Leesburg, 5.000%, 7/1/2016, Call 7/1/2013		100,000		102,991
City of Ocala, AMBAC, 3.400%, 10/1/2012		150,000		152,722
City of Palm Bay, NATL-RE FGIC, 3.250%, 10/1/2012		100,000		102,268
City of Sarasota, AMBAC, 0.000%, 11/1/2011		145,000		144,701
City of Tallahassee, NATL-RE, 6.625%, 12/1/2013, Call 10/3/2011		440,000		441,738
County of Brevard, AMBAC, 4.100%, 9/1/2011		140,000		140,000
County of Broward, 5.000%, 10/1/2011		125,000		125,324
County of Clay, AMBAC, 3.000%, 6/1/2012		345,000		349,330
County of Escambia, 1.750%, 6/15/2012 (3)		1,000,000		1,009,540
County of Lee, AMBAC, 5.500%, 10/1/2014, Call 10/3/2011		200,000		200,554
County of Miami-Dade, XLCA, 4.000%, 10/1/2015		150,000		165,876
County of St. Lucie, AMBAC, 4.250%, 10/1/2011		100,000		100,250

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

August 31, 2011


Schedules of Investments

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Florida (continued)
County of St. Lucie, NATL-RE, 5.250%, 10/1/2017, Call 10/1/2013		$ 1,260,000		$ 1,364,530
County of Volusia, General, AGM, 3.500%, 12/1/2013, Call 10/3/2011		50,000		50,278
Florida Department of Corrections, AMBAC, 3.300%, 3/1/2012		200,000		201,416
Florida Higher Educational Facilities Financial Authority, 3.000%, 7/1/2012		250,000		253,182
Florida Rural Utility Financing Commission, 3.500%, 11/1/2011, Call 10/3/2011		235,000		235,063
Florida State Board of Education, 5.250%, 10/1/2013, Call 10/3/2011		180,000		180,495
Florida State Board of Education, NATL-RE FGIC, 5.000%, 7/1/2017, Call 7/1/2012		150,000		157,363
Florida State Board of Education, NATL-RE FGIC, 5.500%, 7/1/2012		270,000		281,297
Florida State Department of Environmental Protection, NATL-RE, 5.000%, 7/1/2012, Call 9/11/2011		1,000,000		1,010,670
Halifax Hospital Medical Center, 5.000%, 6/1/2013		100,000		104,810
Highlands County Health Facilities Authority, AGM, 2.000%, 11/15/2031, Call 9/1/2011 (3)		3,000,000		3,000,000
Hillsborough County Aviation Authority, AMBAC, 4.000%, 10/1/2011		150,000		150,363
Hillsborough County Industrial Development Authority, 5.000%, 10/1/2012		500,000		519,090
Lee County, MBIA, 2.875%, 10/1/2011		50,000		50,085
Martin County Industrial Development Authority, 0.400%, 10/1/2016, Call 9/7/2011 (3)		1,650,000		1,650,000
Miami-Dade County School Board, AGM, 5.375%, 8/1/2014		150,000		165,847
Orange County Health Facilities Authority, 4.000%, 10/1/2013		220,000		229,786
Orange County Health Facilities Authority, 5.000%, 10/1/2011		555,000		556,543
Orange County Health Facilities Authority, 5.000%, 10/1/2012		500,000		518,980
Palm Beach County Health Facilities Authority, 5.350%, 10/1/2014, Call 10/1/2013		1,000,000		1,054,210
Municipals (continued)

Florida (continued)
Palm Beach County School District, NATL-RE, 3.900%, 8/1/2015		$ 100,000		$ 107,879
Polk County School Board, AGM, 4.500%, 1/1/2012, Call 10/3/2011		250,000		252,957
Polk County School District, AGM, 4.500%, 10/1/2012		25,000		25,948
Polk County School District, NATL-RE, 5.000%, 10/1/2013		145,000		153,774
Reedy Creek Improvement District, 5.250%, 10/1/2011		245,000		245,831
South Broward Hospital District, 5.000%, 5/1/2012		500,000		514,040
St. Lucie County School Board, NATL-RE FGIC, 5.000%, 10/1/2012		855,000		889,320
Volusia County Educational Facility Authority, AGM, 3.000%, 10/15/2012		250,000		255,077

				31,399,831

Georgia — 1.0%
Bartow County Development Authority, 5.100%, 6/6/2013 (3)		100,000		102,773
Burke County Development Authority, 6.750%, 4/1/2012 (3)		325,000		335,107
City of Atlanta, NATL-RE, 5.000%, 1/1/2012		150,000		152,097
County of DeKalb, 5.000%, 12/1/2011		650,000		656,337
East Point Building Authority, XLCA, 4.000%, 2/1/2013		35,000		35,361
Gainesville & Hall County Development Authority, 5.000%, 11/15/2011		220,000		221,307
Gainesville & Hall County Development Authority, 5.000%, 11/15/2012		230,000		237,774
Macon-Bibb County Urban Development Authority, 0.420%, 11/1/2015, Call 9/7/2011 (3)		705,000		705,000
Main Street Natural Gas, Inc., 5.000%, 3/15/2012		315,000		320,009
Savannah Economic Development Authority, 0.400%, 3/1/2018, Call 9/7/2011 (3)		1,665,000		1,665,000

				4,430,765

Hawaii — 0.0%
Hawaii State Department of Budget & Finance, 5.250%, 7/1/2013, Call 10/17/2011		110,000		110,167

Illinois — 7.9%
Central Lake County Joint Action Water Agency, AMBAC, 5.250%, 5/1/2016, Call 5/1/2013		125,000		133,003
Chicago Public Building Commission, AMBAC, 4.000%, 3/1/2012		100,000		101,221

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


		Marshall Funds

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Illinois (continued)
Chicago Transit Authority, AMBAC, 4.000%, 6/1/2012		$ 150,000		$ 152,632
Chicago Transit Authority, AMBAC, 5.250%, 6/1/2013 (4)		205,000		215,658
City of Berwyn, AMBAC, 4.000%, 12/1/2011		750,000		754,207
City of Berwyn, AMBAC, 5.000%, 12/1/2013		1,730,000		1,831,568
City of Carbondale, AMBAC, 4.500%, 12/1/2011		515,000		518,626
City of Chicago, 0.460%, 1/1/2042, Call 9/1/2011 (3)		3,000,000		3,000,000
City of Chicago, NATL-RE, 5.000%, 1/1/2013		200,000		209,916
City of Chicago, NATL-RE, 5.250%, 1/1/2017, Call 1/1/2013		840,000		883,588
Cook & Du Page Counties Combined School District No. 113A-Lemont, NATL-RE FGIC, 0.000%, 12/1/2011		35,000		34,817
Cook County School District No. 130 Blue Island, XLCA, 4.250%, 12/1/2013		500,000		525,595
Cook County School District No. 149 Dolton, AMBAC, 0.000%, 12/1/2012		300,000		294,003
Cook County School District No. 30 Northbrook-Glenview, NATL-RE, 0.000%, 11/1/2012		955,000		931,641
Cook County Township High School District No. 227 Rich Township, 3.250%, 1/1/2016, Call 9/21/2011		650,000		650,838
County of Cook, NATL-RE, 5.250%, 11/15/2016, Call 11/15/2013		315,000		337,822
Illinois Finance Authority, 3.875%, 5/1/2012 (3)		900,000		920,241
Illinois Finance Authority, 4.440%, 8/15/2031, Call 9/1/2011 (3)		3,220,000		3,220,000
Illinois Finance Authority, 5.250%, 5/15/2012		385,000		390,336
Illinois Finance Authority, 5.250%, 6/1/2013, Call 10/3/2011		175,000		175,527
Illinois Finance Authority, NATL-RE, 5.500%, 11/15/2015		25,000		27,871
Illinois Finance Authority, XLCA, 5.000%, 8/1/2015		50,000		54,834
Illinois Housing Development Authority, 4.000%, 1/1/2012		670,000		673,471
Illinois Housing Development Authority, 4.000%, 7/1/2012		180,000		182,392
Illinois Housing Development Authority, 4.100%, 1/1/2013		220,000		224,563
Illinois Housing Development Authority, NATL-RE, 4.100%, 1/1/2014, Call 7/1/2013		145,000		149,019


Description	Principal Amount		Value
Municipals (continued)

Illinois (continued)
Illinois State University, 4.000%, 4/1/2013		$ 605,000		$ 622,745
Kane & DeKalb Counties Community Unit School District No. 301 Burlington, AMBAC, 0.000%, 12/1/2012		100,000		96,316
Lake County Community Unit School District No. 116 Round Lake, NATL-RE, 9.000%, 1/1/2012		425,000		433,406
Lake County Community Unit School District No. 116 Round Lake, NATL-RE, 9.000%, 1/1/2013		465,000		501,740
Lake County School District No. 38 Big Hallow, AMBAC, 0.000%, 2/1/2012		160,000		157,939
Lake County School District No. 38 Big Hallow, AMBAC, 0.000%, 2/1/2013		450,000		428,562
Lake County School District No. 38 Big Hollow, AMBAC, 0.000%, 2/1/2015		200,000		176,130
Macon County School District No. 61, 4.800%, 12/1/2011		65,000		65,586
Marion & Jefferson Counties Community High School District No. 600 Salem, NATL-RE FGIC, 0.000%, 11/1/2016		475,000		390,854
McLean & Dewitt Counties Community Unit School District No. 4, FSA, 5.250%, 12/1/2011		195,000		197,125
Railsplitter Tobacco Settlement Authority, 3.000%, 6/1/2012		400,000		405,344
Railsplitter Tobacco Settlement Authority, 4.000%, 6/1/2012		250,000		255,167
St. Clair County School District No. 118 Belleville, RADIAN, 0.000%, 12/1/2011		185,000		184,434
State of Illinois, 3.250%, 10/1/2033, Call 9/7/2011 (3)		7,000,000		7,000,000
State of Illinois, 3.500%, 9/1/2012		500,000		513,435
State of Illinois, 5.000%, 1/1/2012		100,000		101,434
State of Illinois, 5.250%, 10/1/2015, Call 10/1/2012		100,000		103,875
State of Illinois, AGM, 5.375%, 10/1/2012		400,000		420,240
State of Illinois, AGM, 5.500%, 4/1/2013		130,000		139,552
State of Illinois, FSA, 5.500%, 12/15/2014, Call 10/3/2011		200,000		200,680
State of Illinois, NATL-RE, 5.500%, 8/1/2017, Call 8/1/2012		1,925,000		1,985,637
Town of Cicero, XLCA, 5.000%, 1/1/2012		100,000		100,490
Town of Cicero, XLCA, 5.000%, 1/1/2013		235,000		238,826
Town of Cicero, XLCA, 5.000%, 1/1/2014		210,000		214,731
University of Illinois, AMBAC, 5.000%, 10/1/2012		250,000		259,545

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

August 31, 2011


Schedules of Investments

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Illinois (continued)
Village of Cary, RADIAN, 4.400%, 3/1/2016		$ 440,000		$ 437,224
Village of Glenwood, AGM, 2.500%, 12/1/2012		170,000		171,447
Village of Glenwood, AGM, 3.000%, 12/1/2013		140,000		142,920
Village of Glenwood, AGM, 3.000%, 12/1/2014		165,000		169,567
Village of Melrose Park, NATL-RE, 9.000%, 12/15/2011		110,000		112,129
Village of Melrose Park, NATL-RE FGIC, 0.000%, 12/15/2014		100,000		87,329
Village of Sauk Village, RADIAN, 5.350%, 12/1/2014, Call 12/1/2012		75,000		73,514
Village of Willow Springs, 2.500%, 12/15/2012		50,000		50,794
Whiteside County Community Unit School District No. 6 Morrison, NATL-RE, 0.000%, 12/1/2011		145,000		144,271
Will County Community Unit School District No. 201-U Crete-Monee, NATL-RE FGIC, 0.000%, 11/1/2012		100,000		97,911

				33,274,288

Indiana — 3.4%
Boone County Hospital Association, NATL-RE FGIC, 5.500%, 7/10/2012		50,000		52,000
City of Carmel, AMBAC, 3.850%, 5/1/2013, Call 10/3/2011		150,000		150,200
City of Greenwood, 4.000%, 10/1/2014		100,000		101,938
City of Indianapolis, NATL-RE, 5.500%, 10/1/2015, Call 10/1/2011		150,000		152,056
City of Lawrence, 4.000%, 1/1/2012		135,000		136,243
City of Mishawaka, 2.500%, 3/1/2012		235,000		236,567
Clarksville High School Building Corp., NATL-RE FGIC, 4.500%, 7/15/2012		100,000		103,465
Columbus Multi School Building Corp., AMBAC, 0.000%, 1/1/2013		100,000		96,398
County of Jasper, NATL-RE, 5.200%, 6/1/2013		100,000		105,518
County of St. Joseph, 3.000%, 4/1/2012		295,000		297,631
Gary Sanitation District, RADIAN, 5.000%, 2/1/2012		1,060,000		1,064,887
Indiana Finance Authority, 3.000%, 12/1/2011		645,000		649,122
Indiana Finance Authority, 3.000%, 7/1/2012		100,000		101,273
Indiana Finance Authority, 3.000%, 10/1/2012		110,000		111,814


Description	Principal Amount		Value
Municipals (continued)

Indiana (continued)
Indiana Finance Authority, 3.000%, 10/1/2014		$ 3,000,000		$ 3,126,210
Indiana Finance Authority, 5.000%, 11/1/2011		500,000		503,475
Indiana Finance Authority, CIFG, 5.000%, 7/1/2012		100,000		103,021
Indiana Health Facility Financing Authority, 5.000%, 6/1/2012		850,000		878,704
Indiana Health Facility Financing Authority, 5.000%, 6/1/2014 (3)		225,000		249,487
Indiana Municipal Power Agency, NATL-RE, 6.000%, 1/1/2013		200,000		214,226
Indianapolis Local Public Improvement Bond Bank, NATL-RE, 5.000%, 7/1/2012		765,000		792,211
Mount Vernon of Hancock County Multi-School Building Corp., 5.000%, 1/15/2013		250,000		264,330
Puttable Floating Option Tax-Exempt Receipts, NATL-RE, 2.610%, 7/1/2022, Call 9/1/2011 (3)		2,000,000		2,000,000
St. Joseph County Hospital Authority, 4.750%, 8/15/2012, Call 10/3/2011		350,000		350,952
St. Joseph County Redevelopment District, 2.000%, 1/15/2012		100,000		100,205
Town of Bargersville, 4.125%, 10/1/2011		2,300,000		2,300,368

				14,242,301

Iowa — 2.2%
City of Coralville, 5.000%, 6/1/2014		2,115,000		2,280,710
Iowa Higher Education Loan Authority, 3.000%, 10/1/2012		115,000		115,808
Iowa Higher Education Loan Authority, 3.000%, 10/1/2013		160,000		160,861
Iowa Higher Education Loan Authority, 4.750%, 5/18/2012		2,500,000		2,501,350
Iowa Higher Education Loan Authority, 6.450%, 5/18/2012		3,000,000		3,031,080
Kirkwood Community College, 3.000%, 6/1/2012		190,000		193,371
Marshalltown Community School District, NATL-RE, 5.000%, 5/1/2012		1,000,000		1,022,230

				9,305,410

Kansas — 0.5%
City of Olathe, 4.125%, 3/1/2013, Call 3/1/2012 (3)		700,000		708,932
City of Wichita, 3.000%, 11/15/2011		100,000		100,449
Kansas Development Finance Authority, 3.000%, 11/15/2013		300,000		311,379

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


		Marshall Funds

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Kansas (continued)
Kansas Development Finance Authority, 3.000%, 11/15/2014		$ 395,000		$ 412,384
Kansas Development Finance Authority, 5.250%, 11/15/2011 (3)		585,000		588,937

				2,122,081

Kentucky — 1.9%
City of Pikeville, USDA, 4.000%, 5/1/2013		2,500,000		2,546,425
County of Mason, 0.700%, 10/15/2014, Call 9/7/2011 (3)		5,000,000		5,000,000
Kentucky Economic Development Finance Authority, 4.000%, 5/1/2012		350,000		356,881

				7,903,306

Louisiana — 0.9%
City of New Orleans, FGIC, 5.125%, 12/1/2012		150,000		156,367
City of New Orleans, FGIC, 6.500%, 12/1/2011		425,000		430,334
Louisiana Offshore Terminal Authority, 1.875%, 10/1/2013 (3)		230,000		229,883
Louisiana Public Facilities Authority, 7.000%, 12/1/2011 (3)		100,000		101,193
New Orleans Audubon Commission, AGM, 5.250%, 10/1/2014, Call 10/3/2011		420,000		430,004
Parish of Jefferson, AMBAC, 5.000%, 11/1/2011		130,000		130,850
Plaquemines Parish School Board, AMBAC, 4.650%, 3/1/2012, Call 10/3/2011		785,000		794,577
Regional Transit Authority, NATL-RE FGIC, 0.000%, 12/1/2012		150,000		141,878
Regional Transit Authority, NATL-RE FGIC, 0.000%, 12/1/2015		275,000		234,927
State of Louisiana, 0.960%, 6/1/2013, Call 12/1/2012 (3)		1,000,000		1,002,220
Terrebonne Parish Hospital Service District No. 1, 4.000%, 4/1/2013		105,000		108,557
West Ouachita Parish School District, 4.400%, 9/1/2011		25,000		25,000

				3,785,790

Maryland — 0.7%
City of Baltimore, NATL-RE, 5.375%, 9/1/2012, Call 10/3/2011		40,000		40,044
County of Anne Arundel, FHLMC, 2.125%, 1/1/2013, Call 10/3/2011		700,000		700,238
Maryland Community Development Administration, 3.900%, 9/1/2011		230,000		230,000


Description	Principal Amount		Value
Municipals (continued)

Maryland (continued)
Maryland Health & Higher Educational Facilities Authority, 0.420%, 9/1/2024, Call 9/7/2011 (3)		$ 515,000		$ 515,000
Maryland Health & Higher Educational Facilities Authority, 0.470%, 7/1/2036, Call 9/21/2011 (3)		1,590,000		1,590,000

				3,075,282

Massachusetts — 0.5%
City of Worcester, 1.850%, 11/8/2011		250,000		250,665
Massachusetts Development Finance Agency, 5.000%, 1/1/2012		125,000		126,690
Massachusetts Health & Educational Facilities Authority, AGC, 3.000%, 11/15/2011		450,000		451,435
Massachusetts Health & Educational Facilities Authority, AGM, 0.540%, 7/1/2040, Call 9/7/2011 (3)		90,000		90,000
Massachusetts Health & Educational Facilities Authority, FSA, 0.360%, 7/1/2042, Call 9/1/2011 (3)		365,000		365,000
Massachusetts Housing Finance Agency, 3.200%, 12/1/2011		50,000		50,225
Massachusetts Municipal Wholesale Electric Co., NATL-RE, 5.250%, 7/1/2014, Call 1/1/2012		165,000		168,911
Massachusetts Municipal Wholesale Electric Co., NATL-RE, 5.250%, 7/1/2015, Call 1/1/2012		650,000		665,125

				2,168,051

Michigan — 4.3%
Allen Park Brownfield Redevelopment Authority, AMBAC, 4.250%, 5/1/2012		250,000		248,637
Alma Public Schools, Q-SBLF, 5.000%, 5/1/2012, Call 11/1/2011		200,000		201,402
Anchor Bay School District, Q-SBLF, 5.500%, 5/1/2014, Call 5/1/2012		500,000		517,380
Brighton Area School District, NATL-RE, 4.000%, 5/1/2012		240,000		243,816
Charter Township of Bath, NATL-RE, 4.000%, 11/1/2012		130,000		134,381
Charter Township of Redford, AMBAC, 4.800%, 4/1/2015, Call 4/1/2012		275,000		275,151
City of Detroit, NATL-RE, 5.000%, 7/1/2012		850,000		871,233
City of Detroit, NATL-RE, 5.000%, 7/1/2012		1,000,000		1,024,980
City of Detroit, NATL-RE, 5.000%, 9/30/2013		3,090,000		3,268,973
City of Detroit, NATL-RE, 5.500%, 7/1/2013 (3)		650,000		691,756

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

August 31, 2011


Schedules of Investments

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Michigan (continued)
City of Garden City, NATL-RE, 4.750%, 11/1/2012		$ 100,000		$ 103,174
City of Grand Haven, NATL-RE, 5.500%, 7/1/2014		200,000		213,076
City of Marquette, AMBAC, 4.000%, 5/1/2013		200,000		203,780
City of Saginaw, AGM, 2.000%, 7/1/2013		175,000		177,637
County of Iron, AMBAC, 4.100%, 6/1/2014, Call 6/1/2012		200,000		203,848
Detroit City School District, AGM, 5.000%, 5/1/2013		495,000		519,260
Eastern Michigan University, AMBAC, 6.000%, 6/1/2012, Call 10/3/2011		200,000		200,768
Eaton Rapids Building Authority, 3.000%, 3/1/2012		195,000		196,525
Grand Blanc Community Schools, AGM, 2.000%, 5/1/2013		610,000		617,558
Michigan Municipal Bond Authority, AGM, 5.000%, 6/1/2013		65,000		67,979
Michigan Municipal Bond Authority, AMBAC, 4.450%, 11/1/2011		50,000		50,047
Michigan Municipal Bond Authority, AMBAC, 4.500%, 5/1/2015, Call 5/1/2012		150,000		151,302
Michigan Municipal Bond Authority, AMBAC, 4.700%, 11/1/2013, Call 10/3/2011		150,000		150,338
Michigan Municipal Bond Authority, AMBAC, 5.500%, 11/1/2012, Call 10/3/2011		100,000		100,214
Michigan State Hospital Finance Authority, 5.000%, 5/1/2012 (3)		150,000		154,462
Mona Shores Public Schools, Q-SBLF, 3.900%, 5/1/2014, Call 5/1/2012		185,000		188,395
Muskegon County Building Authority, NATL-RE FGIC, 4.450%, 5/1/2013, Call 11/1/2011		300,000		301,533
Oakland County Economic Development Corp., 4.000%, 9/1/2023, Call 9/1/2011 (3)		5,050,000		5,050,000
Redford Township Building Authority, AGM, 2.000%, 4/1/2014		355,000		357,219
Romulus Tax Increment Finance Authority, AGM, 4.250%, 11/1/2014		400,000		434,260
State of Michigan, NATL-RE, 4.250%, 9/1/2011 (3)		400,000		400,000
State of Michigan, NATL-RE, 5.000%, 9/1/2011 (3)		850,000		850,000
Taylor Tax Increment Finance Authority, FSA, 5.500%, 5/1/2012, Call 11/1/2011		100,000		100,773

				18,269,857


Description	Principal Amount		Value
Municipals (continued)

Minnesota — 0.7%
City of Glencoe, 5.000%, 4/1/2013		$ 260,000		$ 267,022
City of Hutchinson, 2.500%, 4/1/2012, Call 1/1/2012		2,000,000		2,002,300
Clearbrook-Gonvick Independent School District No. 2311, 4.850%, 2/1/2018, Call 2/1/2012		170,000		172,887
County of Anoka, 3.850%, 2/1/2012		25,000		25,370
Minneapolis & St. Paul Housing & Redevelopment Authority, 5.000%, 12/1/2014, Call 12/1/2013		15,000		15,830
Minnesota Agricultural & Economic Development Board, AGC, 4.000%, 2/15/2012		500,000		506,725
St. Paul Housing & Redevelopment Authority, NATL-RE, 5.000%, 11/15/2013		60,000		64,889

				3,055,023

Mississippi — 0.0%
University of Southern Mississippi, AGC, 2.000%, 9/15/2011		75,000		75,014

Missouri — 3.6%
City of Branson, 3.000%, 1/1/2013		130,000		132,605
City of Kansas City, 0.000%, 2/1/2013		100,000		96,414
City of Liberty, NATL-RE, 4.600%, 10/1/2014, Call 10/1/2012		135,000		139,759
City of St. Louis, 4.000%, 7/1/2013 (4)		890,000		923,090
City of St. Louis, AGM, 5.000%, 7/1/2014		150,000		162,573
City of St. Louis, AMBAC, 5.000%, 2/15/2012		25,000		25,523
Clarence Cannon Wholesale Water Commission, NATL-RE, 4.000%, 5/15/2013		250,000		258,737
Hannibal Industrial Development Authority, 4.300%, 3/1/2013		1,345,000		1,385,068
Joplin Industrial Development Authority, 5.500%, 2/15/2013		700,000		718,802
Kansas City Industrial Development Authority, 4.000%, 9/1/2013		1,150,000		1,162,259
Kansas City School District Building Corp., FGIC, 5.000%, 2/1/2013		600,000		618,858
Missouri Joint Municipal Electric Utility Commission, NATL-RE, 5.000%, 1/1/2013		355,000		367,141
Missouri State Health & Educational Facilities Authority, 1.540%, 12/1/2036, Call 9/2/2011 (3)		3,075,000		3,075,000

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


		Marshall Funds

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Missouri (continued)
Missouri State Health & Educational Facilities Authority, 3.000%, 2/15/2012		$ 320,000		$ 320,947
Missouri State Health & Educational Facilities Authority, 3.000%, 5/15/2012		500,000		505,585
Missouri State Health & Educational Facilities Authority, 3.000%, 2/15/2013		700,000		703,535
Missouri State Health & Educational Facilities Authority, 5.000%, 2/15/2012		515,000		523,431
Missouri State Health & Educational Facilities Authority, AMBAC, 1.749%, 12/1/2036, Call 9/6/2011 (3)		675,000		675,000
Missouri State Health & Educational Facilities Authority, CIFG, 1.720%, 12/1/2030, Call 9/6/2011 (3)		2,300,000		2,300,000
Missouri State Health & Educational Facilities Authority, CIFG, 1.720%, 12/1/2030, Call 9/7/2011 (3)		950,000		950,000
Riverside Industrial Development Authority, 2.000%, 5/1/2013		245,000		245,833

				15,290,160

Montana — 0.1%
Gallatin County Rural Improvement District, 3.500%, 7/1/2013		130,000		129,882
Montana Board of Housing, 4.250%, 12/1/2012, Call 12/1/2011		60,000		60,033
Montana Facility Finance Authority, 2.300%, 7/1/2012		400,000		400,284

				590,199

Nebraska — 0.1%
Douglas County Hospital Authority No. 2, 3.000%, 1/1/2012		100,000		100,506
Lancaster County Hospital Authority No. 1, 3.000%, 1/1/2012		250,000		251,265

				351,771

Nevada — 0.6%
City of Henderson, 4.000%, 7/1/2012		225,000		230,080
City of Reno, 5.000%, 6/1/2013		100,000		104,062
Clark County School District, NATL-RE FGIC, 5.250%, 6/15/2012, Call 10/3/2011		100,000		103,348
County of Clark, 4.500%, 8/1/2013		1,050,000		1,108,044
County of Clark, AMBAC, 4.000%, 12/1/2012		25,000		25,998
Municipals (continued)

Nevada (continued)
Henderson Redevelopment Agency, AMBAC, 4.750%, 10/1/2011		$ 400,000		$ 400,676
Las Vegas Valley Water District, 3.000%, 6/1/2036, Call 9/1/2011 (3)		100,000		100,000
North Las Vegas Special Assessment District No. 63, AMBAC, 4.000%, 11/1/2012, Call 11/1/2011		45,000		46,448
Reno Redevelopment Agency, NATL-RE, 5.000%, 9/1/2012, Call 10/3/2011		25,000		25,006
Sparks Redevelopment Agency, 4.000%, 1/15/2012		500,000		502,495

				2,646,157

New Hampshire — 0.4%
New Hampshire Health & Education Facilities Authority, 5.000%, 7/1/2014		315,000		322,988
New Hampshire Health & Education Facilities Authority, NATL-RE FGIC, 5.000%, 10/1/2013		100,000		106,449
New Hampshire University System, 2.000%, 7/15/2012 (5)(6)		915,000		917,709
New Hampshire University System, 2.250%, 7/15/2013 (5)(6)		285,000		285,100

				1,632,246

New Jersey — 1.5%
City of Perth Amboy, 3.000%, 2/1/2013		250,000		255,535
New Jersey Economic Development Authority, 1.910%, 2/1/2016, Call 8/1/2015 (3)		2,000,000		2,024,320
New Jersey Economic Development Authority, 5.000%, 5/1/2012		100,000		102,855
New Jersey Economic Development Authority, AGM, 5.000%, 9/1/2014 (3)		125,000		137,114
New Jersey Economic Development Authority, NATL-RE, 0.000%, 7/1/2013		200,000		194,812
New Jersey Economic Development Authority, NATL-RE, 2.610%, 9/1/2022 (3)		3,000,000		3,000,000
New Jersey Health Care Facilities Financing Authority, 4.000%, 1/1/2012		150,000		151,560
New Jersey Housing & Mortgage Finance Agency, 3.750%, 10/1/2011		100,000		100,118
New Jersey Transit Corp., General, AMBAC, 5.500%, 9/15/2012		100,000		104,936
North Hudson Sewerage Authority Sewer Revenue, NATL-RE FGIC, 5.250%, 8/1/2016, Call 8/1/2012		250,000		256,955

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

August 31, 2011


Schedules of Investments

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

New Jersey (continued)
State of New Jersey, NATL-RE, 4.750%, 6/15/2013, Call 10/3/2011		$ 100,000		$ 100,294
Township of Egg Harbor, AMBAC, 3.900%, 2/15/2013, Call 2/15/2012		70,000		70,970
Township of Lyndhurst, NATL-RE FGIC, 4.700%, 5/1/2014, Call 10/3/2011		25,000		25,060

				6,524,529

New Mexico — 0.1%
County of Dona Ana, AMBAC, 5.250%, 6/1/2012		5,000		5,094
New Mexico Institute of Mining & Technology, 3.000%, 7/1/2012		120,000		121,943
New Mexico Institute of Mining & Technology, 3.000%, 7/1/2013		125,000		129,128
Taos County, RADIAN, 4.000%, 10/1/2011		275,000		275,291

				531,456

New York — 3.5%
Albany Capital Resource Corp., 2.000%, 7/1/2013		365,000		366,493
City of New York, 5.000%, 12/1/2011		40,000		40,454
City of New York, AGM, 0.530%, 8/1/2026, Call 9/1/2011 (3)		325,000		325,000
City of New York, AGM, 0.540%, 8/1/2026, Call 9/6/2011 (3)		3,325,000		3,325,000
City of New York, FSA, 0.490%, 1/1/2032, Call 9/2/2011 (3)		2,000,000		2,000,000
County of Monroe, NATL-RE, 4.000%, 6/1/2012, Call 10/3/2011		200,000		200,416
County of Monroe, NATL-RE, 4.000%, 6/1/2014, Call 10/3/2011		280,000		280,633
Hauppauge Union Free School District, AGM, 4.125%, 8/1/2013, Call 10/10/2011		40,000		40,150
Metropolitan Transportation Authority, NATL-RE FGIC, 4.000%, 11/15/2012, Call 11/15/2011		125,000		125,921
New York City Municipal Water Finance Authority, 2.000%, 6/15/2032, Call 9/15/2011 (3)		1,000,000		1,000,000
New York City Transitional Finance Authority, FSA, 0.490%, 11/1/2027, Call 9/1/2011 (3)		725,000		725,000
New York State Dormitory Authority, 5.000%, 11/1/2011		400,000		402,192
New York State Dormitory Authority, NATL-RE, 5.500%, 11/1/2012		250,000		260,557


Description	Principal Amount		Value
Municipals (continued)

New York (continued)
New York State Energy Research & Development Authority, AMBAC, 1.000%, 10/1/2028, Call 9/2/2011 (3)		$ 5,500,000		$ 5,500,000
Village of Palmyra, NATL-RE, 5.400%, 12/15/2011		100,000		101,016

				14,692,832

North Carolina — 1.5%
Board of Governors of the University of North Carolina, AMBAC, 4.000%, 4/1/2012		250,000		252,900
City of Laurinburg, NATL-RE, 5.300%, 6/1/2012, Call 10/3/2011		180,000		181,456
County of Mecklenburg, 0.660%, 2/1/2028, Call 9/1/2011 (3)		5,340,000		5,340,000
County of New Hanover, 3.000%, 10/1/2012 (4)		480,000		489,701
North Carolina Capital Facilities Finance Agency, XLCA, 5.000%, 4/1/2012		195,000		198,518
North Carolina Eastern Municipal Power Agency, 5.500%, 1/1/2012		10,000		10,141
North Carolina Municipal Power Agency No. 1, AMBAC, 5.250%, 1/1/2015, Call 1/1/2013		100,000		105,937

				6,578,653

North Dakota — 0.6%
City of Carrington, 1.350%, 2/1/2012, Call 10/3/2011		2,500,000		2,500,475

Ohio — 1.7%
City of Bowling Green, 3.000%, 6/1/2012		100,000		100,718
City of Cleveland, AGC, 2.250%, 12/1/2011		15,000		15,069
City of Parma, 0.550%, 10/1/2029, Call 9/2/2011 (3)		2,795,000		2,795,000
City of Parma, AMBAC, 5.450%, 12/1/2014		355,000		384,011
City of Steubenville, 2.000%, 10/1/2011		300,000		300,132
City of Toledo, 4.125%, 6/1/2012		1,250,000		1,270,387
County of Knox, RADIAN, 5.000%, 6/1/2012		10,000		10,139
County of Lorain, 5.625%, 10/1/2012, Call 10/3/2011		400,000		405,400
Ironton City School District, NATL-RE, 4.000%, 12/1/2011		150,000		150,855
Marysville Exempted Village School District, AMBAC, 0.000%, 12/1/2012		200,000		196,846
Ohio State Building Authority, AGM, 5.500%, 10/1/2013, Call 10/1/2011		300,000		301,062
Parma City School District, NATL-RE, 3.500%, 12/1/2012		50,000		51,519
Parma City School District, NATL-RE, 4.000%, 12/1/2012		100,000		103,965

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


		Marshall Funds

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Ohio (continued)
Warrensville Height City School District, NATL-RE FGIC, 7.000%, 12/1/2013		$ 1,050,000		$ 1,161,521

				7,246,624

Oklahoma — 0.1%
City of Moore, NATL-RE, 5.750%, 4/1/2012		350,000		358,946

Oregon — 1.4%
County of Gilliam, 2.000%, 10/1/2018 (4)		2,500,000		2,500,000
Port of Morrow, 0.800%, 2/1/2027, Call 9/7/2011 (3)		3,360,000		3,360,000

				5,860,000

Pennsylvania — 4.7%
Allegheny County Hospital Development Authority, 1.260%, 8/1/2013, Call 2/1/2013 (3)		2,000,000		2,003,280
Allegheny County Industrial Development Authority, AMBAC, 4.050%, 9/1/2011 (3)		250,000		250,000
Allegheny County Sanitation Authority, NATL-RE, 5.375%, 12/1/2015, Call 12/1/2011		500,000		511,160
Berks County Industrial Development Authority, 0.350%, 7/1/2037, Call 9/1/2011 (3)		250,000		250,000
City of Philadelphia, AGM, 5.375%, 7/1/2012, Call 10/3/2011		1,000,000		1,003,270
County of Allegheny, NATL-RE, 5.375%, 11/1/2014, Call 11/1/2012		385,000		403,842
County of Blair, AMBAC, 5.375%, 8/1/2013		270,000		287,342
Delaware County Authority, 3.000%, 6/1/2012		1,320,000		1,331,999
Delaware Valley Regioinal Financial Authority, 5.500%, 7/1/2012		1,300,000		1,345,526
Emmaus General Authority, 0.670%, 3/1/2024 (3)		1,500,000		1,500,000
Erie County Hospital Authority, RADIAN, 5.000%, 7/1/2012		110,000		110,370
Erie County Hospital Authority, USDA, 3.000%, 12/1/2012, Call 12/1/2011		2,000,000		2,002,920
Erie Sewer Authority, 3.000%, 12/1/2011		205,000		205,834
Harrisburg Authority, AGM, 5.000%, 12/1/2013 (3)		535,000		534,625
Harrisburg Authority, AGM, 5.250%, 12/1/2013 (3)		2,000,000		1,998,500
Hermitage Municipal Authority, NATL-RE, 3.650%, 2/1/2014, Call 10/3/2011		200,000		200,360


Description	Principal Amount		Value
Municipals (continued)

Pennsylvania (continued)
Lehigh County General Purpose Authority, 0.470%, 5/15/2021, Call 9/1/2011 (3)		$ 2,660,000		$ 2,660,000
Pennsylvania Higher Educational Facilties Authority, 2.250%, 7/1/2013		225,000		224,320
Pennsylvania Higher Educational Facilties Authority, 2.500%, 7/1/2014		615,000		611,341
Philadelphia Parking Authority, 5.000%, 9/1/2013		125,000		133,911
Pittsburgh Public Parking Authority, AMBAC, 5.000%, 12/1/2012		400,000		416,368
School District of Philadelphia, State Aid Withholding, 5.000%, 9/1/2011		1,200,000		1,200,000
South Fork Municipal Authority, 4.000%, 7/1/2013		550,000		553,531
St. Mary Hospital Authority, 4.000%, 11/15/2011		25,000		25,160

				19,763,659

Puerto Rico — 0.5%
Commonwealth of Puerto Rico, 5.500%, 7/1/2013		100,000		107,151
Commonwealth of Puerto Rico, FGIC, 4.150%, 7/1/2012		150,000		153,149
Government Development Bank for Puerto Rico, 4.250%, 8/1/2014, Call 9/21/2011		150,000		150,062
Government Development Bank for Puerto Rico, 5.000%, 12/1/2012		550,000		572,643
Puerto Rico Highway & Transportation Authority, NATL-RE, 5.500%, 7/1/2013		135,000		138,572
Puerto Rico Housing Finance Authority, 4.750%, 10/1/2011		1,000,000		1,001,200

				2,122,777

Rhode Island — 0.5%
Rhode Island Health & Educational Building Corp., 0.590%, 9/15/2033 (3)		1,690,000		1,690,000
Rhode Island Health & Educational Building Corp., 2.500%, 3/1/2012		455,000		458,258

				2,148,258

South Carolina — 0.8%
Orangeburg Joint Governmental Action Authority, NATL-RE, 5.000%, 4/1/2012		2,000,000		2,034,700
Orangeburg Joint Governmental Action Authority, NATL-RE, 5.000%, 10/1/2013		40,000		41,773
Orangeburg Joint Governmental Action Authority, NATL-RE, 5.000%, 4/1/2014		795,000		833,820

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

August 31, 2011


Schedules of Investments

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

South Carolina (continued)
Piedmont Municipal Power Agency, NATL-RE, 5.250%, 1/1/2012		$ 500,000		$ 506,865
Trustees of the South Carolina Heritage Trust, XLCA, 4.000%, 8/1/2012		25,000		25,643

				3,442,801

South Dakota — 0.1%
South Dakota Health & Educational Facilities Authority, AMBAC, 5.250%, 7/1/2012		100,000		103,124
South Dakota Housing Development Authority, AGM, 4.300%, 11/1/2013, Call 5/1/2012		105,000		106,275
South Dakota Housing Development Authority, FSA, 4.100%, 11/1/2012, Call 5/1/2012		175,000		177,105

				386,504

Tennessee — 5.0%
Blount County Public Building Authority, 0.780%, 6/1/2032, Call 9/1/2011 (3)		5,050,000		5,050,000
Blount County Public Building Authority, 1.030%, 6/1/2034, Call 9/1/2011 (3)		3,855,000		3,855,000
Chattanooga-Hamilton County Hospital Authority, FSA, 3.000%, 10/1/2011		500,000		500,565
Franklin Public Building Authority, 0.830%, 6/1/2037, Call 9/1/2011 (3)		7,000,000		7,000,000
Memphis Center City Revenue Finance Corp., 0.580%, 4/1/2013, Call 9/7/2011 (3)		700,000		700,000
Sevier County Public Building Authority, 1.030%, 6/1/2034, Call 9/1/2011 (3)		4,000,000		4,000,000

				21,105,565

Texas — 6.7%
Amarillo Health Facilities Corp., AGM, 5.500%, 1/1/2012		1,935,000		1,955,801
Brazoria County Municipal Utility District No. 18, RADIAN, 4.500%, 9/1/2011		270,000		270,000
Capital Area Cultural Education Facilities Finance Corp., 5.000%, 4/1/2013		380,000		398,913
Cinco Municipal Utility District No. 1, NATL-RE FGIC, 3.750%, 12/1/2012, Call 12/1/2011		225,000		226,215
City of Austin, NATL-RE, 5.250%, 11/15/2012		100,000		105,623
City of Houston, AMBAC, 7.500%, 12/15/2011		600,000		609,240
City of Weslaco, NATL-RE FGIC, 4.375%, 2/15/2015, Call 2/15/2013		150,000		156,411


Description	Principal Amount		Value
Municipals (continued)

Texas (continued)
Coastal Bend Health Facilities Development Corp., AGM, 0.485%, 7/1/2031, Call 9/1/2011 (3)		$ 3,850,000		$ 3,850,000
Denton Independent School District, PSF, 2.440%, 8/15/2022, Call 8/15/2016 (3)		3,790,000		3,790,000
Euless Development Corp., FSA, 4.000%, 9/15/2011		50,000		50,047
Fort Bend County Municipal Utility District No. 23, AMBAC, 4.000%, 9/1/2012		100,000		101,726
Grand Prairie Independent School District, 0.000%, 8/15/2012		100,000		98,750
Harris County Health Facilities Development Corp., 2.410%, 7/1/2027 (3)		4,000,000		4,000,000
Harris County Health Facilities Development Corp., NATL-RE, 5.375%, 10/1/2013, Call 10/3/2011		200,000		200,696
Harrison County Health Facilities Development Corp., 3.000%, 7/1/2012		500,000		500,190
Harrison County Health Facilities Development Corp., 4.000%, 7/1/2013		180,000		182,232
HFDC of Central Texas, Inc., 0.470%, 2/15/2037, Call 9/1/2011 (3)		1,550,000		1,550,000
HFDC of Central Texas, Inc., 0.470%, 11/1/2038, Call 9/1/2011 (3)		3,215,000		3,215,000
Hidalgo County Health Services Corp., 5.000%, 8/15/2013		505,000		521,064
Horsepen Bayou Municipal Utility District, AGM, 3.000%, 3/1/2013		300,000		308,559
Lubbock Health Facilities Development Corp., 5.000%, 7/1/2013		500,000		535,680
Lufkin Health Facilities Development Corp., 3.600%, 2/15/2012		405,000		405,944
Midtown Redevelopment Authority, 3.000%, 1/1/2013		560,000		571,295
Midtown Redevelopment Authority, 4.000%, 1/1/2014		170,000		179,092
Mission Economic Development Corp., 1.150%, 10/3/2011 (3)		2,000,000		2,000,040
North Texas Tollway Authority, 5.000%, 1/1/2013 (3)		600,000		632,268
Puttable Floating Option Tax-Exempt Receipts, FSA, 2.440%, 12/1/2028 (3)		823,000		823,000
Texas Public Finance Authority, NATL-RE, 0.000%, 2/1/2013		305,000		299,171
Texas Transportation Commission, 2.750%, 2/15/2013 (3)		425,000		427,996

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


		Marshall Funds

Ultra Short Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Texas (continued)
Texoma Area Solid Waste Authority, 3.000%, 2/15/2012		$ 250,000		$ 252,340

				28,217,293

Utah — 0.2%
City of Brigham City, 5.000%, 8/1/2012		125,000		128,690
City of Herriman, 3.000%, 11/1/2011		370,000		370,769
City of Herriman, 3.000%, 11/1/2012		125,000		126,889
Farmington City Municipal Building Authority, AMBAC, 4.375%, 6/15/2012		80,000		80,956

				707,304

Vermont — 0.2%
Vermont Educational & Health Buildings Financing Agency, AMBAC, 4.550%, 10/1/2012, Call 10/3/2011		820,000		821,591

Virgin Islands — 0.1%
Virgin Islands Public Finance Authority, 4.000%, 10/1/2012		300,000		307,086
Virgin Islands Public Finance Authority, 5.000%, 10/1/2011		100,000		100,215

				407,301

Virginia — 1.7%
Alexandria Industrial Development Authority, 0.400%, 10/1/2043, Call 9/1/2011 (3)		6,700,000		6,700,000
City of Covington, 3.375%, 12/1/2012, Call 12/1/2011		235,000		236,248
City of Norfolk, NATL-RE, 4.500%, 2/1/2012, Call 10/3/2011		100,000		100,240
Riverside Regional Jail Authority, NATL-RE, 5.000%, 7/1/2012		50,000		51,598

				7,088,086

Washington — 0.6%
County of Skagit, CIFG, 3.875%, 12/1/2011		25,000		25,196
Greater Wenatchee Regional Events Center Public Facilities Dist, 5.250%, 12/1/2011, Call 10/3/2011		875,000		862,356
King County Housing Authority, CNTY GTD, 2.400%, 1/1/2013, Call 1/1/2012		550,000		550,682
Kittitas County Public Utility District No. 1, 3.000%, 6/1/2012		185,000		187,816
Washington Health Care Facilities Authority, 3.000%, 12/1/2011		125,000		125,396


Description	Principal Amount		Value
Municipals (continued)

Washington (continued)
Washington Health Care Facilities Authority, 5.000%, 1/1/2012		$ 780,000		$ 791,411

				2,542,857

West Virginia — 0.0%
City of Wheeling, AGC, 2.625%, 6/1/2012		200,000		202,332

Wisconsin — 2.2%
City of Fond Du Lac, NATL-RE FGIC, 3.250%, 3/1/2012		25,000		25,374
Green Bay Housing Authority, 3.000%, 4/1/2012		225,000		226,829
Milwaukee Redevelopment Authority, AMBAC, 4.300%, 10/1/2011		150,000		150,354
Park Falls Redevelopment Authority, 4.125%, 10/1/2013, Call 10/1/2012		175,000		177,182
Southeast Wisconsin Professional Baseball Park District, NATL-RE, 5.000%, 12/15/2021, Call 12/15/2011		125,000		127,536
Southeast Wisconsin Professional Baseball Park District, NATL-RE, 5.100%, 12/15/2029, Call 12/15/2011		125,000		127,570
Southeast Wisconsin Professional Baseball Park District, NATL-RE, 5.500%, 12/15/2011		225,000		227,385
Southeast Wisconsin Professional Baseball Park District, NATL-RE, 5.500%, 12/15/2012		220,000		230,351
Village of Hustisford, 4.750%, 9/1/2012		135,000		137,503
Village of Mukwonago, 4.000%, 12/1/2012, Call 10/3/2011		85,000		85,152
Viroqua Area School District, NATL-RE, 4.000%, 4/1/2012		105,000		105,741
Wisconsin Health & Educational Facilities Authority, 4.000%, 6/1/2012		500,000		508,590
Wisconsin Health & Educational Facilities Authority, 4.000%, 7/1/2012		370,000		376,372
Wisconsin Health & Educational Facilities Authority, 4.625%, 9/1/2011		565,000		565,000
Wisconsin Health & Educational Facilities Authority, 5.000%, 2/15/2012		155,000		157,510
Wisconsin Health & Educational Facilities Authority, AGM, 2.500%, 12/1/2015, Call 9/1/2011 (3)		5,600,000		5,600,000
Wisconsin Health & Educational Facilities Authority, AMBAC, 5.000%, 12/15/2013		235,000		251,518
Wisconsin Health & Educational Facilities Authority, AMBAC, 5.000%, 12/15/2014		140,000		153,013

				9,232,980

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

August 31, 2011


Schedules of Investments

Ultra Short Tax-Free Fund (continued)


Description	Shares or Principal Amount		Value
Municipals (continued)

Wyoming — 0.1%
Teton County Hospital District, 2.200%, 12/1/2012		$ 200,000		$ 201,290
Teton County Hospital District, 3.000%, 12/1/2013		250,000		252,860

				454,150

Total Municipals (identified cost $377,948,830)				378,504,280

Short-Term Investments — 10.7%

Mutual Funds — 7.9%
Marshall Tax-Free Money Market Fund, Class I, 0.270% (11)		33,366,087		33,366,087

Short-Term Municipals — 2.8%

Illinois — 0.1%
Bridgeview Park District, 3.500%, 12/1/2011		$ 520,000		520,291
Cook County School District No. 144 Prairie Hills, AGM, 0.000%, 12/1/2011 (4)		120,000		119,647

				639,938

Indiana — 0.6%
City of Mishawaka, 2.000%, 9/1/2011		225,000		225,000
Indiana Finance Authority, 1.000%, 12/1/2011 (3)		2,500,000		2,500,000

				2,725,000

Minnesota — 0.1%
Minnesota Higher Education Facilities Authority, 1.750%, 10/1/2011		550,000		549,939

Missouri — 0.0%
Riverside Industrial Development Authority, 2.000%, 5/1/2012		120,000		120,232

Nevada — 1.6%
Las Vegas Valley Water District, 3.000%, 6/1/2036, Call 9/1/2011 (3)		6,600,000		6,600,000

Ohio — 0.1%
County of Butler, 3.000%, 11/1/2011		400,000		400,996

Rhode Island — 0.0%
Rhode Island Economic Development Corp., NATL-RE FGIC, 4.000%, 6/15/2012		50,000		51,435

Texas — 0.1%
Midtown Redevelopment Authority, 2.000%, 1/1/2012		250,000		250,610


Description	Principal Amount		Value
Short-Term Investments (continued)

Short-Term Municipals (continued)

Utah — 0.2%
City of Eagle Mountain City, AGM, 3.000%, 6/1/2012		$ 670,000		$ 679,695

Total Short-Term Municipals				12,017,845

Total Short-Term Investments (identified cost $45,383,623)				45,383,932

Total Investments — 100.1% (identified cost $423,332,453)				423,888,212
Other Assets and Liabilities — (0.1)%				(278,848	)

Total Net Assets — 100.0%				$423,609,364

Short-Term Income Fund


Description	Principal Amount		Value
Asset-Backed Securities — 5.3%

Automobiles — 4.4%
AmeriCredit Automobile Receivables Trust, Class A3, (Series 2010-1), 1.660%, 3/17/2014		$ 1,016,086		$ 1,019,056
CarMax Auto Owner Trust, Class A3, (Series 2010-2), 1.410%, 2/16/2015		1,300,000		1,310,715
Fifth Third Auto Trust, Class A4A, (Series 2008-1), 4.810%, 1/15/2013		367,543		369,976
Ford Credit Auto Owner Trust, Class A3, (Series 2009-D), 2.170%, 10/15/2013		712,501		718,284
Honda Auto Receivables Owner Trust, Class A3, (Series 2010-2), 1.340%, 3/18/2014		500,000		503,039
Nissan Auto Receivables Owner Trust, Class A3, (Series 2009-A), 3.200%, 2/15/2013		302,094		304,130
SMART Trust/Australia, Class A2B, (Series 2011-1USA), 0.957%, 4/14/2013 (3)(5)(6)		1,000,000		1,000,129
USAA Auto Owner Trust, Class A3, (Series 2009-1), 3.020%, 6/15/2013		231,211		232,192
World Omni Auto Receivables Trust, Class A3, (Series 2009-A), 3.330%, 5/15/2013		304,249		305,999
World Omni Auto Receivables Trust, Class A3, (Series 2010-A), 1.340%, 12/16/2013		877,241		879,993

				6,643,513

Credit Cards — 0.7%
GE Capital Credit Card Master Note Trust, Class A, (Series 2010-3), 2.210%, 6/15/2016		1,000,000		1,025,535

Other Financial — 0.2%
Countrywide Asset-Backed Certificates, Class A1, (Series 2007-QH2), 0.458%, 4/25/2037 (3)(5)(6)		772,791		403,628

Total Asset-Backed Securities (identified cost $8,395,131)				8,072,676

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


		Marshall Funds

Short-Term Income Fund (continued)


Description	Principal Amount		Value
Collateralized Mortgage Obligations — 4.5%

Federal Home Loan Mortgage Corporation — 0.1%
5.250%, 1/15/2034, (Series 3014)		$ 213,037		$ 216,805

Government National Mortgage Association — 0.2%
4.419%, 5/16/2034, (Series 2007-46)		229,389		232,041

Private Sponsor — 4.2%
Banc of America Funding Corp., Class 1A12, (Series 2006-6), 5.750%, 8/25/2036		254,746		249,156
Banc of America Funding Corp., Class 1A3, (Series 2007-C), 5.568%, 5/20/2036 (3)		707,252		629,834
Chase Mortgage Finance Corp., Class A3, (Series 2006-S4), 6.000%, 12/25/2036		626,513		606,163
First Horizon Asset Securities, Inc., Class 1A1, (Series 2005-1), 5.000%, 3/25/2035		409,217		408,283
GSR Mortgage Loan Trust, Class 2A4, (Series 2005-AR5), 2.742%, 10/25/2035 (3)		495,599		446,830
Holmes Master Issuer PLC, Class A2, (Series 2010-1A), 1.649%, 10/15/2054 (3)(5)(6)		1,560,000		1,559,551
JP Morgan Mortgage Trust, Class 2A2, (Series 2005-S3), 5.500%, 1/25/2021		1,196,303		1,147,953
JP Morgan Mortgage Trust, Class 3A1, (Series 2007-A2), 5.718%, 4/25/2037 (3)		308,828		295,223
Lehman Mortgage Trust, Class 5A1, (Series 2006-2), 5.500%, 4/25/2036		447,748		430,237
Wells Fargo Mortgage Backed Securities Trust, Class 2A4, (Series 2006-AR7), 2.741%, 5/25/2036 (3)		524,353		397,571
Wells Fargo Mortgage Backed Securities Trust, Class 2A4, (Series 2006-AR8), 2.806%, 4/25/2036 (3)		236,731		206,074

				6,376,875

Total Collateralized Mortgage Obligations (identified cost $7,057,646)				6,825,721

Commercial Mortgage Securities — 11.8%

Private Sponsor — 11.8%
Banc of America Commercial Mortgage, Inc., Class A3, (Series 2007-1), 5.449%, 1/15/2049		1,050,000		1,093,385
Bear Stearns Commercial Mortgage Securities, Class A3, (Series 2007-PW17), 5.736%, 6/11/2050		1,250,000		1,323,369
Bear Stearns Commercial Mortgage Securities, Class AAB, (Series 2007-T28), 5.746%, 9/11/2042		550,000		592,883


Description	Principal Amount		Value

Commercial Mortgage Securities (continued)

Private Sponsor (continued)
Citigroup/Deutsche Bank Commercial Mortgage Trust, Class A4, (Series 2007-CD5), 5.886%, 11/15/2044 (3)		$ 1,163,889		$ 1,257,061
Credit Suisse Mortgage Capital Certificates, Class A1, (Series 2007-TFLA), 0.277%, 2/15/2022 (3)(5)(6)		970,463		934,745
DBUBS Mortgage Trust, Class A2, (Series 2011-LC3A), 3.642%, 8/10/2044		800,000		819,189
Greenwich Capital Commercial Funding Corp., Class A3, (Series 2005-GG3), 4.569%, 8/10/2042		1,600,000		1,617,690
GS Mortgage Securities Corp. II, Class A3, (Series 2007-EOP), 1.535%, 3/6/2020 (3)(5)(6)		1,400,000		1,386,843
JP Morgan Chase Commercial Mortgage Securities Corp., Class A2, (Series 2007-LD12), 5.827%, 2/15/2051		899,092		919,969
JP Morgan Chase Commercial Mortgage Securities Corp., Class A3, (Series 2007-CB20), 5.819%, 2/12/2051		1,350,000		1,426,044
JP Morgan Chase Commercial Mortgage Securities Corp., Class A4, (Series 2006-LDP8), 5.399%, 5/15/2045		1,120,000		1,222,247
LB-UBS Commercial Mortgage Trust, Class AAB, (Series 2006-C1), 5.139%, 2/15/2031		781,017		812,738
LB-UBS Commercial Mortgage Trust, Class AAB, (Series 2006-C6), 5.341%, 9/15/2039		1,000,000		1,050,054
Lehman Brothers Commercial Mortgage Trust, Class A1, (Series 2007-LLFA), 0.507%, 6/15/2022 (3)(5)(6)		1,333,264		1,300,384
Merrill Lynch/Countrywide Commercial Mortgage Trust, Class A2, (Series 2006-2), 5.878%, 6/12/2046		407,578		407,146
Merrill Lynch/Countrywide Commercial Mortgage Trust, Class ASB, (Series 2006-2), 6.065%, 6/12/2046 (3)		725,561		771,310
Wachovia Bank Commercial Mortgage Trust, Class AMFX, (Series 2005-C20), 5.179%, 7/15/2042		963,000		983,625

Total Commercial Mortgage Securities (identified cost $17,740,838)				17,918,682

Corporate Bonds & Notes — 43.9%

Apparel — 0.7%
VF Corp., 1.058%, 8/23/2013 (3)		1,000,000		1,003,645

Auto Manufacturers — 0.6%
Volkswagen International Finance, 1.875%, 4/1/2014 (5)(6)		870,000		882,355

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

August 31, 2011


Schedules of Investments

Short-Term Income Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Banks — 11.9%
Abbey National Treasury Services PLC/London, 1.832%, 4/25/2014 (3)		$ 1,070,000		$ 1,051,955
Banco Santander Chile, 2.875%, 11/13/2012 (5) (6)		500,000		504,108
Bank of America Corp., 7.375%, 5/15/2014 (1)		1,300,000		1,423,642
BB&T Corp., 3.850%, 7/27/2012 (1)		1,280,000		1,314,949
BBVA U.S. Senior SA Uniper, 3.250%, 5/16/2014		650,000		634,543
BNP Paribas, 1.146%, 1/10/2014 (3)		855,000		831,828
Citigroup, Inc., 6.000%, 12/13/2013 (1)		1,265,000		1,341,842
GMAC, LLC., 7.500%, 12/31/2013		528,000		546,480
Goldman Sachs Group, Inc., 5.125%, 1/15/2015		1,300,000		1,367,257
Intesa Sanpaolo SpA/New York, 2.375%, 12/21/2012		875,000		848,611
JPMorgan Chase & Co., 3.700%, 1/20/2015 (1)		1,250,000		1,303,221
Morgan Stanley, 2.875%, 1/24/2014		1,455,000		1,446,811
Regions Bank, Birmingham, AL, 3.250%, 12/9/2011		1,000,000		1,008,118
Societe Generale, 1.296%, 4/11/2014 (1) (3) (5) (6)		1,000,000		941,244
U.S. Bancorp, 1.375%, 9/13/2013 (1)		1,385,000		1,394,774
Wachovia Bank NA, 0.577%, 3/15/2016 (1) (3)		2,150,000		1,992,091

				17,951,474

Beverages — 0.6%
Anheuser-Busch InBev Worldwide, Inc., 1.500%, 7/14/2014		925,000		938,220

Biotechnology — 0.7%
Life Technologies Corp., 3.375%, 3/1/2013		1,000,000		1,028,370

Cosmetics/Personal Care — 0.6%
Procter & Gamble Co., 0.700%, 8/15/2014 (1)		900,000		902,857

Diversified Financial Services — 9.0%
American Express Credit Corp., 7.300%, 8/20/2013		1,000,000		1,104,982
BlackRock, Inc., 3.500%, 12/10/2014 (1)		1,240,000		1,326,769
Countrywide Financial Corp., 5.800%, 6/7/2012 (1)		1,000,000		1,019,000
FUEL Trust, 3.984%, 6/15/2016 (5) (6)		1,000,000		998,155
General Electric Capital Corp., 1.875%, 9/16/2013 (1)		1,410,000		1,424,162
General Electric Capital Corp., 1.096%, 1/7/2014 (1) (3)		1,000,000		989,442
Invesco, Ltd., 5.625%, 4/17/2012		1,325,000		1,364,049
Lehman Brothers Holdings, Inc., 5.000%, 1/14/2015 (2) (10)		1,100,000		279,125


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Diversified Financial Services (continued)
Merrill Lynch & Co., Inc., 6.050%, 8/15/2012 (1)		$ 1,350,000		$ 1,387,982
SSIF Nevada LP, 0.949%, 4/14/2014 (3) (5) (6)		1,100,000		1,100,784
TD Ameritrade Holding Corp., 4.150%, 12/1/2014 (1)		940,000		998,714
Woodside Finance, Ltd., 4.500%, 11/10/2014 (5) (6)		1,500,000		1,615,778

				13,608,942

Electric — 2.3%
Alliant Energy Corp., 4.000%, 10/15/2014 (1)		2,350,000		2,480,655
Appalachian Power Co., 3.400%, 5/24/2015		970,000		1,028,843

				3,509,498

Food — 0.6%
Kraft Foods, Inc., 2.625%, 5/8/2013		932,000		953,586

Healthcare-Products — 0.8%
Boston Scientific Corp., 4.500%, 1/15/2015		1,200,000		1,269,739

Home Furnishings — 0.8%
Whirlpool Corp., 5.500%, 3/1/2013 (1)		1,150,000		1,215,282

Insurance — 5.1%
Genworth Life Institutional Funding Trust, 5.875%, 5/3/2013 (5) (6)		477,000		488,554
Hartford Financial Services Group, Inc., 5.250%, 10/15/2011		1,250,000		1,254,990
HSB Group, Inc., 1.159%, 7/15/2027 (3)		2,430,000		1,805,490
MetLife Institutional Funding II, 1.146%, 4/4/2014 (3) (5) (6)		870,000		871,302
MetLife, Inc., 5.000%, 11/24/2013		1,100,000		1,173,125
Protective Life Secured Trusts, 5.450%, 9/28/2012		830,000		862,309
Prudential Financial, Inc., 2.750%, 1/14/2013		1,300,000		1,318,708

				7,774,478

Iron/Steel — 0.8%
ArcelorMittal, 5.375%, 6/1/2013		1,200,000		1,248,404

Media — 0.7%
Comcast Cable Holdings LLC, 9.800%, 2/1/2012		1,040,000		1,076,725

Mining — 1.5%
Anglo American Capital PLC, 2.150%, 9/27/2013 (5) (6)		1,250,000		1,265,869
Barrick Gold Corp., 1.750%, 5/30/2014 (5) (6)		1,000,000		1,014,983

				2,280,852

Miscellaneous Manufacturing — 0.7%
Danaher Corp., 1.300%, 6/23/2014 (1)		1,000,000		1,015,444

Real Estate Investment Trusts — 1.1%
HCP, Inc., 2.700%, 2/1/2014		1,610,000		1,603,998

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


		Marshall Funds

Short-Term Income Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Software — 0.4%
Fiserv, Inc., 3.125%, 6/15/2016		$ 630,000		$ 645,374

Telecommunications — 4.3%
AT&T, Inc., 5.100%, 9/15/2014		760,000		840,830
AT&T, Inc., 2.400%, 8/15/2016 (1)		1,000,000		1,012,690
Telecom Italia Capital SA, 5.250%, 11/15/2013		1,360,000		1,362,092
Telefonica Emisiones SAU, 2.582%, 4/26/2013		950,000		937,380
Verizon Communications, Inc., 1.950%, 3/28/2014		1,050,000		1,074,057
Vodafone Group PLC, 5.000%, 12/16/2013		1,125,000		1,220,195

				6,447,244

Transportation — 0.7%
CSX Corp., 5.750%, 3/15/2013 (1)		1,000,000		1,071,292

Total Corporate Bonds & Notes (identified cost $67,162,508)				66,427,779

Municipals — 6.4%

Arkansas — 0.7%
Arkansas Development Finance Authority, 0.750%, 6/1/2012		1,040,000		1,042,444

Florida — 0.3%
Florida Hurricane Catastrophe Fund Finance Corp., 0.987%, 10/15/2012, Call 9/15/2011 (3)		500,000		499,150

Illinois — 1.7%
State of Illinois, 3.080%, 7/1/2012		1,000,000		1,011,900
State of Illinois, 4.071%, 1/1/2014		1,525,000		1,580,373

				2,592,273

Kentucky — 1.5%
Kentucky Economic Development Finance Authority, 1.250%, 9/1/2011 (3)(7)		2,230,000		2,230,000

Michigan — 0.3%
County of Wayne, 5.000%, 9/15/2013		500,000		503,395

New York — 0.5%
City of New York, 1.620%, 12/1/2012		790,000		800,688

Puerto Rico — 0.7%
Government Development Bank for Puerto Rico, 3.670%, 5/1/2014		1,000,000		1,020,010

Washington — 0.2%
Fife Local Improvement District, 3.000%, 3/1/2012, Call 9/21/2011		300,000		301,719

Wisconsin — 0.5%
City of Madison, 2.300%, 10/1/2016		670,000		691,755

Total Municipals (identified cost $9,557,135)				9,681,434


Description	Shares or Principal Amount		Value
Mutual Funds — 4.2%
Eaton Vance Institutional Senior Loan Fund, 4.450%		326,711		$ 2,829,317
Fidelity Floating Rate High Income Fund, 4.420%		372,038		3,489,719

Total Mutual Funds (identified cost $6,422,183)				6,319,036

U.S. Government & U.S. Government Agency Obligations — 12.9%

Federal Home Loan Mortgage Corporation — 2.1%
2.875%, 2/9/2015 (1)		$ 3,000,000		3,223,506

Federal National Mortgage Association — 3.1%
0.375%, 12/28/2012 (1)		1,500,000		1,503,050
1.125%, 9/9/2013 (1)		2,000,000		2,000,364
1.125%, 6/27/2014		1,100,000		1,120,792

				4,624,206

U.S. Treasury Bonds & Notes — 7.7%
0.750%, 8/15/2013		1,925,000		1,946,206
1.250%, 4/15/2014 (1)		3,000,000		3,078,282
1.250%, 9/30/2015 (1)		3,000,000		3,073,359
1.375%, 1/15/2013 (1)		2,500,000		2,541,602
1.750%, 7/31/2015		1,000,000		1,045,077

				11,684,526

Total U.S. Government & U.S. Government Agency Obligations (identified cost $19,391,648)				19,532,238

U.S. Government Agency-Mortgage Securities — 3.7%

Federal National Mortgage Association — 3.5%
3.112%, 5/1/2041 (3)(4)		971,105		1,008,392
3.228%, 5/1/2041 (3)(4)		952,313		995,443
4.000%, 9/15/2040 (4)		3,000,000		3,109,689
7.000%, 12/1/2015		40,858		43,957
7.500%, 9/1/2015		71,801		79,031
9.500%, 12/1/2024		41,097		48,378
9.500%, 1/1/2025		17,072		17,203
9.500%, 1/1/2025		23,528		23,866
10.000%, 7/1/2020		31,217		36,418
11.000%, 12/1/2015		21		22

				5,362,399

Government National Mortgage Association — 0.2%
7.500%, 8/15/2037		202,046		236,067
9.000%, 12/15/2019		31,309		36,504

				272,571

Total U.S. Government Agency-Mortgage Securities
(identified cost $5,486,752)				5,634,970

Short-Term Investments — 31.7%

Collateral Pool Investment for Securities on Loan — 20.8%

(See Note 2 of the Financial Statements)				31,580,680

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

August 31, 2011


Schedules of Investments

Short-Term Income Fund (continued)


Description	Principal Amount		Value
Short-Term Investments (continued)

Repurchase Agreement — 10.9%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $16,488,239 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 8/23/2012, with a market value of $16,818,380 (at amortized cost)		$16,488,216		$ 16,488,216

Total Short-Term Investments (identified cost $48,068,896)				48,068,896

Total Investments — 124.4% (identified cost $189,282,737)				188,481,432
Other Assets and Liabilities — (24.4)%				(37,007,955	)

Total Net Assets — 100.0%				$151,473,477

Short-Intermediate Bond Fund


Description	Principal Amount		Value
Collateralized Mortgage Obligations — 2.8%

Federal Home Loan Mortgage Corporation — 1.1%
0.957%, 7/15/2032, (Series 3652) (3)		$ 1,679,619		$ 1,693,380

Private Sponsor — 1.7%
Chase Mortgage Finance Corp., Class 7A1, (Series 2007-A2), 5.758%, 7/25/2037 (3)		1,388,651		1,248,160
Holmes Master Issuer PLC, Class A2, (Series 2010-1A), 1.649%, 10/15/2054 (3)(5)(6)		1,500,000		1,499,568

				2,747,728

Total Collateralized Mortgage Obligations (identified cost $4,569,804)				4,441,108

Commercial Mortgage Securities — 5.1%

Private Sponsor — 5.1%
Banc of America Merrill Lynch Commercial Mortgage, Inc., Class A4, (Series 2007-1), 5.451%, 1/15/2049		700,000		745,936
Credit Suisse Mortgage Capital Certificates, Class A1, (Series 2007-TFLA), 0.277%, 2/15/2022 (3)(5)(6)		1,185,308		1,141,683
JP Morgan Chase Commercial Mortgage Securities Corp., Class A3, (Series 2007-CB20), 5.819%, 2/12/2051		1,500,000		1,584,493
Lehman Brothers Commercial Mortgage Trust, Class A1, (Series 2007-LLFA), 0.507%, 6/15/2022 (3)(5)(6)		4,666,423		4,551,344

Total Commercial Mortgage Securities (identified cost $8,067,052)				8,023,456


Description	Principal Amount		Value
Corporate Bonds & Notes — 51.5%

Apparel — 0.6%
VF Corp., 3.500%, 9/1/2021		$ 1,000,000		$ 1,004,528

Auto Manufacturers — 1.3%
Volkswagen International Finance NV, 2.875%, 4/1/2016 (1)(5)(6)		2,000,000		2,034,082

Banks — 17.3%
Abbey National Treasury Services PLC/London, 3.875%, 11/10/2014 (5)(6)		1,500,000		1,466,336
ANZ National Int’l, Ltd./London, 2.375%, 12/21/2012 (5)(6)		2,000,000		2,023,286
ANZ National Int’l, Ltd./New Zealand, 1.247%, 12/20/2013 (1)(3)(5)(6)		1,000,000		994,821
Bank of America Corp., 1.673%, 1/30/2014 (1)(3)		1,500,000		1,432,914
Bank of America Corp., 3.750%, 7/12/2016 (1)		1,500,000		1,482,385
BB&T Corp., 3.850%, 7/27/2012		2,000,000		2,054,608
BNP Paribas, 1.146%, 1/10/2014 (3)		1,500,000		1,459,347
Credit Suisse/New York, 3.450%, 7/2/2012		2,000,000		2,041,846
Goldman Sachs Group, Inc., 5.250%, 7/27/2021 (1)		2,000,000		2,031,512
HSBC Bank PLC, 1.625%, 7/7/2014 (1)(5)(6)		1,500,000		1,519,152
JPMorgan Chase & Co., 4.350%, 8/15/2021 (1)		1,500,000		1,550,761
National Australia Bank, Ltd., 0.966%, 4/11/2014 (3)(5)(6)		1,700,000		1,699,504
Nordea Bank AB, 1.750%, 10/4/2013 (1)(5)(6)		1,500,000		1,487,229
Rabobank Nederland NV, 3.200%, 3/11/2015 (5)(6)		1,200,000		1,262,362
Santander U.S. Debt SA Unipersonal, 1.046%, 3/30/2012 (3)(5)(6)		1,500,000		1,496,386
Societe Generale, 1.296%, 4/11/2014 (3)(5)(6)		1,200,000		1,129,493
Westpac Banking Corp., 3.000%, 12/9/2015 (1)		2,000,000		2,045,972

				27,177,914

Building Materials — 1.2%
CRH America, Inc., 6.000%, 9/30/2016		1,700,000		1,880,909

Diversified Financial Services — 4.6%
American Honda Finance Corp., 6.700%, 10/1/2013 (5)(6)		2,000,000		2,216,714
Caterpillar Financial Services Corp., 2.050%, 8/1/2016 (1)		1,500,000		1,516,945
FUEL Trust, 3.984%, 6/15/2016 (1)(5)(6)		1,000,000		998,155
General Electric Capital Corp., 4.375%, 9/16/2020 (1)		2,000,000		2,041,886
Lehman Brothers Holdings, Inc., 6.000%, 7/19/2012 (2)(10)		2,000,000		507,500

				7,281,200

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


		Marshall Funds

Short-Intermediate Bond Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Electric — 1.0%
Commonwealth Edison Co., 1.625%, 1/15/2014		$ 1,500,000		$ 1,515,087

Healthcare-Products — 2.3%
Boston Scientific Corp., 4.500%, 1/15/2015		2,000,000		2,116,232
DENTSPLY International, Inc., 2.750%, 8/15/2016 (1)		1,500,000		1,504,965

				3,621,197

Healthcare-Services — 0.7%
Coventry Health Care, Inc., 5.450%, 6/15/2021		1,000,000		1,078,892

Insurance — 5.6%
Berkshire Hathaway, Inc., 3.200%, 2/11/2015 (1)		1,500,000		1,583,501
Genworth Life Institutional Funding Trust, 5.875%, 5/3/2013 (5)(6)		1,000,000		1,024,223
HSB Group, Inc., 1.159%, 7/15/2027 (3)		4,000,000		2,972,000
Lincoln National Corp., 4.850%, 6/24/2021 (1)		1,000,000		988,799
Progressive Corp., 3.750%, 8/23/2021 (1)		1,000,000		999,574
Prudential Financial, Inc., 3.875%, 1/14/2015		1,100,000		1,141,958

				8,710,055

Iron/Steel — 1.3%
ArcelorMittal, 5.375%, 6/1/2013		2,000,000		2,080,674

Media — 6.1%
Comcast Corp., 4.950%, 6/15/2016 (1)		2,000,000		2,250,068
NBCUniversal Media LLC, 5.150%, 4/30/2020		2,000,000		2,221,600
NBCUniversal Media LLC, 4.375%, 4/1/2021		1,300,000		1,336,849
News America, Inc., 4.500%, 2/15/2021		2,000,000		2,061,274
Time Warner, Inc., 4.750%, 3/29/2021 (1)		1,500,000		1,613,962

				9,483,753

Mining — 1.7%
Anglo American Capital PLC, 9.375%, 4/8/2019 (1)		2,000,000		2,698,646

Miscellaneous Manufacturing — 1.6%
Danaher Corp., 1.300%, 6/23/2014 (1)		1,500,000		1,523,166
Illinois Tool Works, Inc., 3.375%, 9/15/2021 (5)(6)		1,000,000		1,006,648

				2,529,814

Oil & Gas — 2.2%
Devon Energy Corp., 4.000%, 7/15/2021		2,000,000		2,086,798
Reliance Holdings USA, Inc., 4.500%, 10/19/2020 (1)(5)(6)		1,500,000		1,435,465

				3,522,263


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Real Estate Investment Trusts — 1.0%
HCP, Inc., 5.375%, 2/1/2021 (1)		$ 1,500,000		$ 1,530,992

Telecommunications — 3.0%
AT&T, Inc., 5.100%, 9/15/2014		1,500,000		1,659,532
Deutsche Telekom International Finance BV, 3.125%, 4/11/2016 (5)(6)		1,500,000		1,535,333
Telefonica Emisiones SAU, 5.462%, 2/16/2021		1,500,000		1,453,413

				4,648,278

Total Corporate Bonds & Notes (identified cost $80,728,228)				80,798,284

Municipals — 1.4%

Illinois — 1.4%
State of Illinois, 6.200%, 7/1/2021		2,000,000		2,120,400

Total Municipals (identified cost $1,999,458)				2,120,400

U.S. Government & U.S. Government Agency Obligations — 28.3%

U.S. Treasury Bonds & Notes — 28.3%
0.375%, 8/31/2012 (1)		5,000,000		5,012,305
0.375%, 10/31/2012 (1)		7,000,000		7,018,872
1.125%, 6/15/2013 (1)		5,000,000		5,083,585
1.375%, 10/15/2012 (1)		10,000,000		10,139,060
1.500%, 12/31/2013 (1)		7,000,000		7,207,270
2.125%, 8/15/2021 (1)		10,000,000		9,917,170

Total U.S. Government & U.S. Government Agency Obligations (identified cost $44,147,867)				44,378,262

U.S. Government Agency-Mortgage Securities — 6.7%

Federal National Mortgage Association — 6.7%
4.000%, 9/15/2041 (4)		5,000,000		5,182,815
4.500%, 9/14/2041 (4)		5,000,000		5,284,180

Total U.S. Government Agency-Mortgage Securities (identified cost $10,163,281)				10,466,995

Short-Term Investments — 56.5%

Collateral Pool Investment for Securities on Loan — 46.7%

(See Note 2 of the Financial Statements)				73,170,003

Repurchase Agreement — 9.8%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $15,330,719 on 9/1/2011, collateralized by U.S. Government Agency Obligations with various maturities to 8/23/2012, with a market value of $15,637,789 (at amortized cost)		15,330,698		15,330,698

Total Short-Term Investments (identified cost $88,500,701)				88,500,701

Total Investments — 152.3% (identified cost $238,176,391)				238,729,206
Other Assets and Liabilities — (52.3)%				(81,971,493	)

Total Net Assets — 100.0%				$156,757,713

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund


Description	Principal Amount		Value
Municipals — 95.6%

Alabama — 0.5%
Alabama State Board of Education, 4.375%, 10/1/2017		$ 200,000		$ 225,312
Alabama State Board of Education, 4.500%, 10/1/2018		210,000		237,493
Alabama State Board of Education, 4.750%, 10/1/2019, Call 10/1/2018		220,000		248,090
Alabama State Board of Education, 5.000%, 10/1/2020, Call 10/1/2018		230,000		259,258
Alabama State Board of Education, 5.250%, 10/1/2021, Call 10/1/2018		140,000		157,179
Alabama State Board of Education, 5.375%, 10/1/2022, Call 10/1/2018		105,000		117,233
Baldwin County Board of Education, AMBAC, 5.000%, 7/1/2018, Call 7/1/2017		350,000		398,324
Cullman Utilities Board, AGM, 4.375%, 9/1/2029, Call 9/1/2020		500,000		506,115
Huntsville Public Building Authority, NATL-RE, 5.000%, 10/1/2020, Call 4/1/2017		350,000		387,734
Odenville Utilities Board, AMBAC, 3.800%, 8/1/2017, Call 8/1/2015		185,000		191,444

				2,728,182

Alaska — 0.1%
Alaska Student Loan Corp., Guaranteed Student Loans, 5.000%, 6/1/2018, Call 6/1/2015 (7)		270,000		287,267

Arizona — 3.0%
Arizona Health Facilities Authority, 5.000%, 1/1/2020, Call 1/1/2017		900,000		976,329
Arizona School Facilities Board, 5.750%, 9/1/2019, Call 9/1/2018		690,000		794,708
Arizona School Facilities Board, AMBAC, 4.000%, 7/1/2015		1,050,000		1,087,978
Arizona School Facilities Board, AMBAC, 5.000%, 7/1/2017		500,000		535,075
Arizona School Facilities Board, AMBAC, 5.250%, 7/1/2013		750,000		782,618
Arizona School Facilities Board, AMBAC, 5.500%, 7/1/2014		250,000		267,955
Arizona State University, 6.250%, 7/1/2028, Call 7/1/2018		500,000		574,895
City of Goodyear, 5.000%, 7/1/2022, Call 7/1/2020		205,000		221,664
City of Goodyear, 5.000%, 7/1/2023, Call 7/1/2020		265,000		282,466
City of Goodyear, 5.125%, 7/1/2025, Call 7/1/2020		345,000		363,099
City of Sedona, NATL-RE, 5.000%, 7/1/2012		250,000		257,595


Description	Principal Amount		Value
Municipals (continued)

Arizona (continued)
Gila County Unified School District No. 10-Payson, 5.000%, 7/1/2019, Call 7/1/2018 (3)		$ 500,000		$ 562,220
Gila County Unified School District No. 10-Payson, 5.000%, 7/1/2020, Call 7/1/2018 (3)		600,000		664,896
Maricopa County Elementary School District No. 28-Kyrene Elementary, MBIA, 5.000%, 7/1/2013		125,000		134,156
Maricopa County Elementary School District No. 8-Osborn, 6.000%, 7/1/2024, Call 7/1/2016		300,000		335,637
Phoenix Civic Improvement Corp., 5.000%, 7/1/2020, Call 7/1/2018		600,000		673,092
Phoenix Civic Improvement Corp., MBIA, 5.250%, 7/1/2016		135,000		160,038
Phoenix Civic Improvement Corp., NATL-RE FGIC, 0.000%, 7/1/2013		320,000		312,442
Pima County Industrial Development Authority, 6.375%, 7/1/2028, Call 7/1/2018		310,000		302,634
Pinal County Elementary School District No. 4 Casa Grande Elementary, NATL-RE, 4.000%, 7/1/2016		215,000		233,215
Scottsdale Industrial Development Authority, 5.000%, 9/1/2018		250,000		270,325
Scottsdale Industrial Development Authority, 5.250%, 9/1/2030, Call 9/1/2013		435,000		436,540
State of Arizona, AGM, 5.250%, 10/1/2024, Call 10/1/2019		2,000,000		2,169,480
University Medical Center Corp., 5.250%, 7/1/2014		500,000		537,615
University Medical Center Corp., 6.250%, 7/1/2029, Call 7/1/2019		160,000		164,864
Yavapai County Industrial Development Authority, RADIAN, 5.250%, 8/1/2021, Call 8/1/2013		200,000		201,716
Yuma Municipal Property Corp., XLCA, 5.000%, 7/1/2023, Call 7/1/2017		1,950,000		2,065,713
Yuma Municipal Property Corp., XLCA, 5.000%, 7/1/2025, Call 7/1/2017		1,000,000		1,043,490

				16,412,455

Arkansas — 1.1%
Independence County Public Health Education & Housing Facilities Board, 5.300%, 6/1/2025, Call 6/1/2020		1,250,000		1,275,288

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Arkansas (continued)
Independence County Public Health Education & Housing Facilities Board, 5.625%, 6/1/2027, Call 6/1/2020		$ 1,250,000		$ 1,281,512
University of Arkansas, GO, 4.000%, 11/1/2029, Call 11/1/2021		1,740,000		1,752,946
University of Arkansas, GO, 4.625%, 11/1/2036, Call 11/1/2021		1,800,000		1,852,110

				6,161,856

California — 8.9%
ABC Unified School District, MBIA, 5.000%, 2/1/2021		500,000		540,065
Anaheim Public Financing Authority, AMBAC, 4.500%, 10/1/2015		350,000		381,594
Bellevue Union School District, AGM, 0.000%, 8/1/2030 (4)		585,000		172,686
Bellevue Union School District, AGM, 0.000%, 8/1/2031 (4)		615,000		167,274
Bellevue Union School District, AGM, 0.000%, 8/1/2032 (4)		645,000		161,360
California Health Facilities Financing Authority, 5.150%, 11/15/2040, Call 11/15/2020		3,325,000		3,346,513
California Infrastructure & Economic Development Bank, 5.750%, 2/1/2039, Call 2/1/2015		600,000		627,624
California Infrastructure & Economic Development Bank, 6.250%, 2/1/2039, Call 2/1/2015		450,000		482,931
California Statewide Communities Development Authority, 5.000%, 8/15/2021, Call 8/15/2016		80,000		83,044
Cawelo Water District, CIFG, 4.125%, 5/1/2020, Call 5/1/2017		425,000		427,006
Cayucos Elementary School District, XLCA, 0.000%, 8/1/2016, Call 8/1/2015		110,000		93,828
Cayucos Elementary School District, XLCA, 0.000%, 8/1/2017, Call 8/1/2015		155,000		124,166
Central Union High School District-Imperial County, NATL-RE, 4.000%, 8/1/2019, Call 8/1/2015		670,000		640,594
City & County of San Francisco, 4.625%, 6/15/2030, Call 6/15/2015		350,000		354,148
City of Madera, 5.750%, 1/1/2026, Call 1/1/2020		1,550,000		1,611,101
City of Madera, 6.500%, 1/1/2040, Call 1/1/2020		1,500,000		1,586,610
Delhi Unified School District, AMBAC, 0.000%, 8/1/2019		645,000		440,980
El Rancho Unified School District, AMBAC, 0.000%, 11/1/2017		245,000		193,878


Description	Principal Amount		Value
Municipals (continued)

California (continued)
Fontana Unified School District, 0.000%, 12/1/2012		$ 1,500,000		$ 1,485,825
Fresno Unified School District, MBIA, 5.300%, 2/1/2014		290,000		313,261
Fresno Unified School District, MBIA, 5.800%, 2/1/2014		125,000		136,488
Fresno Unified School District, MBIA, 6.000%, 8/1/2026		1,400,000		1,612,884
Hueneme Elementary School District, NATL-RE FGIC, 0.000%, 8/1/2015		205,000		183,707
Hueneme Elementary School District, NATL-RE FGIC, 0.000%, 8/1/2017		210,000		163,552
Imperial Community College District, AGC, 0.000%, 8/1/2028		330,000		113,223
Inland Valley Development Agency, 4.000%, 3/1/2014 (3)		1,500,000		1,535,310
Jurupa Community Services District, 5.000%, 9/1/2029, Call 9/1/2020		375,000		392,400
Lake Tahoe Unified School District, NATL-RE FGIC, 0.000%, 8/1/2016		575,000		494,500
Lake Tahoe Unified School District, NATL-RE FGIC, 0.000%, 8/1/2017		650,000		525,031
Lakeside Union School District/San Diego County, AGC, 0.000%, 9/1/2027		295,000		124,304
Los Alamitos Unified School District, 0.000%, 9/1/2016 (4)		2,000,000		1,757,420
Los Angeles Community College District, NATL-RE FGIC, 5.000%, 8/1/2032, Call 8/1/2017		475,000		489,654
Los Angeles Unified School District, 5.000%, 7/1/2024, Call 7/1/2019		225,000		249,527
Los Angeles Unified School District, 5.200%, 7/1/2029, Call 7/1/2019		480,000		519,662
Merced Redevelopment Agency, AMBAC, 0.000%, 12/1/2021		1,035,000		531,379
Murrieta Valley Unified School District Public Financing Authority, NATL-RE FGIC, 0.000%, 9/1/2020		500,000		324,765
Orchard School District, NATL-RE FGIC, 0.000%, 8/1/2023		590,000		310,735
Oxnard School District, MBIA, 5.750%, 8/1/2022, Call 2/1/2022		100,000		111,436
Palo Alto Unified School District, 0.000%, 8/1/2017		490,000		419,479
Pioneer Union Elementary School District, NATL-RE, 5.000%, 8/1/2021, Call 8/1/2016		315,000		336,552
Pomona Unified School District, MBIA, 6.550%, 8/1/2029		200,000		227,440
Sacramento Unified School District, AGM, 3.210%, 3/1/2014 (3)		2,000,000		2,000,000

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

California (continued)
San Diego County Regional Transportation Commission, 1.750%, 4/1/2038, Call 9/1/2011 (3)		$ 3,000,000		$ 3,000,000
San Gorgonio Memorial Health Care District, 6.500%, 8/1/2014		230,000		255,599
San Gorgonio Memorial Health Care District, 6.500%, 8/1/2015		310,000		353,843
San Mateo County Community College District, NATL-RE, 0.000%, 9/1/2025		10,000,000		4,927,700
Santa Barbara County College Elementary School District, 0.000%, 8/1/2026		135,000		60,843
Santa Barbara County College Elementary School District, 0.000%, 8/1/2027		365,000		150,949
Santa Barbara County College Elementary School District, 0.000%, 8/1/2029		335,000		120,788
Santa Barbara County College Elementary School District, 0.000%, 8/1/2031		470,000		152,383
Santa Barbara County College Elementary School District, 0.000%, 8/1/2033		575,000		163,317
Santa Barbara School District, 0.000%, 8/1/2036, Call 8/1/2033		1,450,000		767,891
Santa Monica Community College District, NATL-RE, 0.000%, 8/1/2017, Call 8/1/2015		775,000		606,166
Semitropic Improvement District, XLCA, 5.500%, 12/1/2022, Call 12/1/2014		655,000		706,372
Sierra View Local Health Care District, 3.800%, 7/1/2017		370,000		371,713
Sierra View Local Health Care District, 4.700%, 7/1/2016		250,000		262,508
Sierra View Local Health Care District, 4.875%, 7/1/2018, Call 7/1/2017		650,000		667,673
Sierra View Local Health Care District, 5.250%, 7/1/2022, Call 7/1/2017		1,000,000		1,035,370
Sierra View Local Health Care District, 5.250%, 7/1/2023, Call 7/1/2017		250,000		256,400
State of California, FSA, 2.700%, 8/1/2027 (3)		3,000,000		3,000,000
Tahoe Forest Hospital District, 5.500%, 8/1/2027, Call 8/1/2018		1,345,000		1,446,278
Tahoe Forest Hospital District, 5.500%, 8/1/2035, Call 8/1/2018		1,000,000		1,045,450
Twin Rivers Unified School District, 0.000%, 4/1/2014		1,100,000		1,029,622
University of California, AGM, 5.000%, 5/15/2018, Call 5/15/2013		250,000		268,133


Description	Principal Amount		Value
Municipals (continued)

California (continued)
Vallejo City Unified School District, MBIA, 5.000%, 2/1/2013		$ 100,000		$ 102,613
Vallejo City Unified School District, MBIA, 5.400%, 2/1/2015		275,000		291,162
Vallejo City Unified School District, MBIA, 5.900%, 2/1/2018		50,000		53,883
Vallejo City Unified School District, MBIA, 5.900%, 8/1/2018		350,000		376,845
Vallejo City Unified School District, MBIA, 5.900%, 8/1/2025		725,000		741,958
Walnut Creek Elementary School District Contra Costa County, 0.000%, 9/1/2023		1,560,000		888,701

				48,898,096

Colorado — 5.2%
Arapahoe County Water & Wastewater Public Improvement District, NATL-RE, 5.750%, 12/1/2016, Call 12/1/2012		155,000		164,218
City & County of Denver, XLCA, 5.000%, 11/15/2023, Call 11/15/2015		1,410,000		1,508,756
City of Colorado Springs, 2.000%, 11/1/2037, Call 9/1/2011 (3)		10,000,000		10,000,000
Colorado Educational & Cultural Facilities Authority, 6.000%, 4/1/2021, Call 10/3/2011		225,000		225,043
Colorado Educational & Cultural Facilities Authority, 6.250%, 3/1/2040, Call 3/1/2020		2,000,000		2,128,480
Colorado Educational & Cultural Facilities Authority, 7.400%, 12/1/2038, Call 12/1/2018		500,000		567,835
Colorado Educational & Cultural Facilities Authority, XLCA, 5.250%, 6/1/2024, Call 6/1/2014		750,000		754,110
Colorado Health Facilities Authority, 5.125%, 11/15/2020, Call 11/15/2016 (3)		555,000		605,427
Colorado Health Facilities Authority, 5.125%, 11/15/2022, Call 11/15/2016 (3)		225,000		240,008
Colorado Health Facilities Authority, RADIAN, 5.000%, 5/15/2014		570,000		604,707
Colorado Higher Education, 5.500%, 11/1/2027, Call 11/1/2018		55,000		69,868
Colorado Higher Education, 5.500%, 11/1/2027, Call 11/1/2018		145,000		156,720

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Colorado (continued)
County of Pueblo, AMBAC, 5.100%, 1/1/2019, Call 10/3/2011		$ 750,000		$ 750,442
Denver City & County School District No. 1, AMBAC, 5.700%, 12/15/2011, Call 10/3/2011		1,650,000		1,655,923
Denver Health & Hospital Authority, 5.500%, 12/1/2019		1,195,000		1,257,905
E-470 Public Highway Authority, 2.930%, 9/1/2014, Call 3/1/2014 (3)		2,000,000		2,004,980
Moffat County School District No. Re001 Craig, AGM, 5.250%, 12/1/2027, Call 12/1/2017		500,000		546,565
Public Authority for Colorado Energy, 5.750%, 11/15/2018		735,000		771,515
Rangely Hospital District, 4.500%, 11/1/2021		2,000,000		1,958,400
Rangely Hospital District, 6.000%, 11/1/2026, Call 11/1/2021		2,000,000		2,129,700
Sand Creek Metropolitan District, XLCA, 5.000%, 12/1/2014, Call 12/1/2013		150,000		156,071
Sand Creek Metropolitan District, XLCA, 5.000%, 12/1/2016, Call 12/1/2013		250,000		256,845
Southlands Metropolitan District No. 1, RADIAN, 4.750%, 12/1/2027, Call 12/1/2017		100,000		79,105

				28,592,623

Connecticut — 0.2%
State of Connecticut, 4.250%, 2/1/2015		750,000		839,370

Delaware — 0.7%
Delaware State Housing Authority, 5.000%, 1/1/2026, Call 7/1/2019 (7)		300,000		306,402
Delaware State Housing Authority, 5.200%, 7/1/2029, Call 7/1/2018		3,315,000		3,428,108
Town of Middletown, NATL-RE, 3.800%, 1/15/2013		300,000		308,460

				4,042,970

District of Columbia — 0.1%
District of Columbia, AGM, 5.000%, 6/1/2022, Call 12/1/2017		250,000		277,333

Florida — 8.5%
Citizens Property Insurance Corp., 5.000%, 6/1/2016		700,000		760,382
Citizens Property Insurance Corp., AGM, 5.000%, 6/1/2016		400,000		435,428
Citizens Property Insurance Corp., AGM, 5.000%, 6/1/2017		1,000,000		1,088,130
City of Cape Coral, AMBAC, 3.700%, 10/1/2013		200,000		207,104


Description	Principal Amount		Value
Municipals (continued)

Florida (continued)
City of Cape Coral, AMBAC, 5.000%, 10/1/2017, Call 10/1/2016		$ 150,000		$ 165,417
City of Clearwater, 4.500%, 12/1/2032, Call 12/1/2021 (4)		1,800,000		1,820,520
City of Gainesville, AMBAC, 5.500%, 8/1/2017		1,000,000		1,132,560
City of Gulf Breeze, 3.000%, 12/1/2012, Call 10/3/2011 (3)		4,485,000		4,518,593
City of Gulf Breeze, 5.000%, 12/1/2023, Call 12/1/2020		2,000,000		2,183,740
City of Gulf Breeze, FGIC, 6.050%, 12/1/2013, Call 10/3/2011 (3)		1,475,000		1,480,487
City of Lake City, AGM, 4.125%, 7/1/2028, Call 7/1/2020		175,000		176,475
City of Lakeland, 1.310%, 10/1/2014, Call 4/1/2014 (3)		250,000		252,470
City of Niceville, AMBAC, 4.300%, 6/1/2030, Call 6/1/2014		475,000		423,358
City of Sarasota, 4.125%, 10/1/2028, Call 10/1/2021		2,335,000		2,360,872
City of St. Augustine, 5.750%, 10/1/2041, Call 10/1/2021		1,000,000		1,064,430
City of Sunrise, AMBAC, 5.500%, 10/1/2015		125,000		138,366
City of Sunrise, NATL-RE, 0.000%, 10/1/2013		120,000		113,244
City of Sunrise, NATL-RE, 0.000%, 10/1/2020		975,000		655,268
City of Tampa, AMBAC, 0.000%, 4/1/2017		240,000		202,210
Collier County Industrial Development Authority, 4.650%, 9/30/2019, Call 10/1/2011 (3)		180,000		178,087
County of Brevard, AMBAC, 5.000%, 7/1/2014		210,000		226,941
County of Brevard, AMBAC, 5.000%, 7/1/2015		145,000		169,174
County of Brevard, AMBAC, 5.000%, 7/1/2015		355,000		390,255
County of Brevard, AMBAC, 5.000%, 7/1/2016		365,000		435,230
County of Brevard, AMBAC, 5.000%, 7/1/2016		910,000		1,006,560
County of Collier, NATL-RE, 4.250%, 1/1/2022, Call 1/1/2017		300,000		299,736
County of Miami-Dade, 5.000%, 10/1/2028, Call 10/1/2020		2,000,000		2,139,820
County of Miami-Dade, 5.500%, 10/1/2026, Call 10/1/2020		1,900,000		2,059,277
County of Miami-Dade, AGC, 5.000%, 10/1/2029, Call 10/1/2019		400,000		411,216
County of Miami-Dade, AGC, 5.500%, 10/1/2024, Call 10/1/2018 (7)		1,500,000		1,588,980
County of Miami-Dade, BHAC, 6.000%, 10/1/2023, Call 10/1/2018		1,000,000		1,198,250
County of Polk, NATL-RE, 5.000%, 12/1/2016		625,000		690,550

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Florida (continued)
County of St. Johns, NATL-RE, 0.000%, 6/1/2021		$ 100,000		$ 61,593
Emerald Coast Utilities Authority, NATL-RE FGIC, 5.250%, 1/1/2026, Call 1/1/2016		1,000,000		1,047,860
Florida Housing Finance Corp., 5.000%, 7/1/2034, Call 7/1/2012 (7)		45,000		45,870
Florida Housing Finance Corp., GNMA/FHLMC/FNMA, 5.000%, 7/1/2028, Call 1/1/2020		990,000		1,070,873
Florida Housing Finance Corp., GNMA/FNMA/FHLMC, 5.250%, 7/1/2028, Call 1/1/2018		760,000		778,354
Florida Hurricane Catastrophe Fund Finance Corp., 5.000%, 7/1/2013		500,000		534,930
Florida Hurricane Catastrophe Fund Finance Corp., 5.000%, 7/1/2014		570,000		625,028
Florida Municipal Power Agency, 5.500%, 10/1/2019		250,000		295,280
Florida State Department of Transportation, FSA, 4.750%, 7/1/2022, Call 7/1/2014		1,500,000		1,586,280
Fort Pierce, AGC, 5.875%, 9/1/2028, Call 9/1/2018		500,000		553,435
Greater Orlando Aviation Authority, FSA, 5.000%, 10/1/2019, Call 10/1/2017 (7)		200,000		217,182
Highlands County Health Facilities Authority, 6.100%, 11/15/2013 (3)		750,000		831,217
Hillsborough County Aviation Authority, NATL-RE, 5.000%, 10/1/2015		200,000		227,192
Hillsborough County Industrial Development Authority, 5.650%, 5/15/2018 (3)		500,000		561,390
Hillsborough County Industrial Development Authority, AMBAC, 5.000%, 3/15/2012 (3)		875,000		894,871
Key West Utility Board, NATL-RE, 5.000%, 10/1/2023, Call 10/1/2016		1,015,000		1,084,649
Lee County Industrial Development Authority, 5.000%, 11/1/2025, Call 11/1/2020		2,000,000		2,066,640
Miami Health Facilities Authority, 4.500%, 11/15/2014, Call 11/15/2013		570,000		606,469
Orange County Health Facilities Authority, 5.250%, 10/1/2035, Call 10/1/2018		300,000		286,962
Polk County Housing Finance Authority, GNMA, 5.000%, 9/1/2029, Call 8/1/2020		150,000		154,116


Description	Principal Amount		Value
Municipals (continued)

Florida (continued)
Port St. Lucie Community Redevelopment Agency, NATL-RE, 4.000%, 1/1/2015, Call 1/1/2014		$ 200,000		$ 210,836
Port St. Lucie, AGC, 6.250%, 9/1/2027, Call 9/1/2018		500,000		531,020
Putnam County Development Authority, AMBAC, 5.350%, 5/1/2018 (3)		445,000		500,767
St. Johns County School Board, NATL-RE, 5.000%, 7/1/2018, Call 7/1/2016		150,000		162,242
Sunrise Excise Tax & Special Assessment, AMBAC, 5.500%, 10/1/2018		575,000		686,527
Sunrise Excise Tax & Special Assessment, NATL-RE, 0.000%, 10/1/2019		905,000		641,012
Volusia County Educational Facility Authority, AGM, 5.000%, 10/15/2029, Call 10/15/2021		500,000		508,710

				46,744,435

Georgia — 4.2%
Carroll City-County Hospital Authority, County Guarantee, 5.000%, 7/1/2023, Call 7/1/2020		2,790,000		3,038,756
City of Atlanta, 5.000%, 1/1/2018		600,000		685,650
City of Atlanta, NATL-RE FGIC, 5.500%, 11/1/2022		1,000,000		1,148,830
Cobb County Development Authority, AGM, 5.000%, 7/15/2041, Call 7/15/2021		550,000		568,573
County of DeKalb, 4.000%, 12/1/2012		835,000		863,799
County of DeKalb, 4.000%, 1/1/2013		300,000		311,121
County of DeKalb, 4.000%, 12/1/2013		25,000		25,976
County of DeKalb, 4.500%, 12/1/2024, Call 12/1/2015		250,000		252,000
County of DeKalb, 5.000%, 12/1/2014		25,000		27,117
County of DeKalb, AGM, 5.250%, 10/1/2017		200,000		225,624
County of Heard, XLCA, 5.000%, 5/1/2012		500,000		509,800
DeKalb County Building Authority, GO, 3.750%, 12/1/2015		50,000		51,762
DeKalb County Hospital Authority, 6.000%, 9/1/2030, Call 9/1/2020		500,000		510,430
East Point Building Authority, XLCA, 4.500%, 2/1/2025, Call 2/1/2016		500,000		428,260
East Point Building Authority, XLCA, 5.000%, 2/1/2017		575,000		576,593
Gainesville & Hall County Hospital Authority, 4.000%, 2/15/2020		805,000		793,078
Georgia State Environmental Loan Acquisition Corp., 4.000%, 3/15/2021		600,000		646,290

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Georgia (continued)
Georgia State Environmental Loan Acquisition Corp., 5.125%, 3/15/2031, Call 3/15/2021		$ 3,000,000		$ 3,211,110
Jefferson City School District, State Aid Withholding, 5.250%, 2/1/2029, Call 2/1/2021		1,350,000		1,491,142
Main Street Natural Gas, Inc., 5.250%, 9/15/2018		250,000		259,658
Medical Center Hospital Authority, AGC, 6.500%, 8/1/2038, Call 8/1/2018		250,000		272,563
Municipal Electric Authority of Georgia, 4.375%, 11/1/2029, Call 11/1/2020		160,000		161,496
Municipal Electric Authority of Georgia, 5.750%, 1/1/2019, Call 7/1/2018		1,980,000		2,363,269
Puttable Floating Option Tax-Exempt Receipts, FGIC, 2.410%, 7/1/2025, Call 9/1/2011 (3)		2,000,000		2,000,000
Richmond County Hospital Authority, 5.250%, 1/1/2029, Call 1/1/2019		1,150,000		1,137,028
Richmond County Hospital Authority, 5.375%, 1/1/2029, Call 1/1/2019		940,000		941,335
South Georgia Governmental Services Authority, MBIA, 5.000%, 1/1/2020, Call 1/1/2014		300,000		307,584
Spalding County, 6.125%, 9/1/2028, Call 9/1/2018		500,000		568,440

				23,377,284

Hawaii — 0.5%
City & County of Honolulu, NATL-RE FGIC, 5.000%, 7/1/2024, Call 7/1/2015		1,000,000		1,065,670
Hawaii State Department of Budget & Finance, NATL-RE, 4.950%, 4/1/2012		1,750,000		1,781,972

				2,847,642

Idaho — 0.3%
Boise-Kuna Irrigation District, 5.875%, 6/1/2022, Call 6/1/2018		200,000		221,814
Boise-Kuna Irrigation District, 7.375%, 6/1/2034, Call 6/1/2018		340,000		381,946
Idaho Housing & Finance Association, 5.150%, 7/1/2022, Call 1/1/2013 (7)		455,000		458,139
Idaho Housing & Finance Association, 5.150%, 7/1/2023, Call 7/1/2012 (7)		170,000		170,515
Idaho Housing & Finance Association, 5.500%, 7/1/2021, Call 1/1/2012 (7)		75,000		75,292


Description	Principal Amount		Value
Municipals (continued)

Idaho (continued)
Idaho Housing & Finance Association, 5.550%, 7/1/2021, Call 1/1/2012 (7)		$ 250,000		$ 256,327
Idaho Housing & Finance Association, 5.600%, 7/1/2021, Call 1/1/2012 (7)		220,000		220,612

				1,784,645

Illinois — 12.8%
Bryant, 5.900%, 8/1/2023, Call 10/3/2011		680,000		681,788
Chicago Public Building Commission Building, AMBAC, 5.000%, 3/1/2017		115,000		126,860
Chicago Transit Authority, AGC, 5.250%, 6/1/2022, Call 6/1/2018		1,500,000		1,596,000
City of Chicago, FSA, 5.500%, 1/1/2013		435,000		459,403
City of Chicago, NATL-RE, 5.250%, 1/1/2024, Call 1/1/2016		2,025,000		2,123,557
City of Chicago, NATL-RE, 5.530%, 1/1/2020, Call 1/1/2016		1,000,000		1,098,570
City of Quincy, 5.000%, 11/15/2012		185,000		190,347
City of Springfield, NATL-RE, 5.000%, 3/1/2022, Call 3/1/2017		3,500,000		3,729,390
Cook County Community High School District No. 219-Niles Township, FSA, 5.000%, 12/1/2025, Call 12/1/2017		2,605,000		2,742,961
Cook County Community High School District No. 219-Niles Township, NATL-RE, 0.000%, 12/1/2020		35,000		21,962
Cook County School District No. 123-Oak Lawn, NATL-RE, 0.000%, 12/1/2019		1,440,000		998,122
Cook County School District No. 130 Blue Island, XLCA, 4.250%, 6/1/2013		500,000		520,485
Cook County School District No. 144 Prairie Hills, 4.050%, 2/1/2017, Call 10/3/2011		1,295,000		1,299,312
Cook County School District No. 144 Prairie Hills, 4.350%, 2/1/2018, Call 10/3/2011		1,350,000		1,354,536
Cook County School District No. 144 Prairie Hills, 4.550%, 2/1/2019, Call 10/3/2011		1,410,000		1,414,498
Cook County School District No. 144 Prairie Hills, AGM, 0.000%, 12/1/2016 (4)		150,000		126,701
Cook County School District No. 144 Prairie Hills, AGM, 0.000%, 12/1/2028 (4)		2,830,000		986,283
Cook County School District No. 144 Prairie Hills, AGM, 0.000%, 12/1/2029 (4)		2,580,000		830,992
Cook County School District No. 144 Prairie Hills, AGM, 0.000%, 12/1/2030 (4)		2,830,000		842,349

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Illinois (continued)
Cook County School District No. 144 Prairie Hills, AGM, 5.000%, 12/1/2030 (4)		$ 4,250,000		$ 4,192,837
Cook County School District No. 159 Matteson-Richton Park, FSA, 0.000%, 12/1/2016		300,000		256,425
Cook County School District No. 169 Ford Heights, AGC, 5.750%, 12/1/2030, Call 12/1/2021		1,000,000		1,023,200
County of St. Clair, 5.250%, 10/1/2027, Call 10/1/2019		1,150,000		1,238,412
Du Page County School District No. 12 Roselle, NATL-RE, 5.000%, 1/1/2016		440,000		490,486
Illinois Finance Authority, 5.000%, 12/1/2012		415,000		432,401
Illinois Finance Authority, 5.000%, 5/15/2020		250,000		270,477
Illinois Finance Authority, 5.250%, 3/1/2019		250,000		294,245
Illinois Finance Authority, 5.250%, 11/15/2022, Call 11/15/2017		250,000		256,620
Illinois Finance Authority, 5.750%, 11/15/2033, Call 11/15/2017		960,000		961,392
Illinois Finance Authority, 6.000%, 8/15/2041, Call 8/15/2021		1,750,000		1,786,697
Illinois Finance Authority, 6.875%, 10/1/2043, Call 10/1/2021		3,000,000		3,057,600
Illinois Finance Authority, 7.125%, 11/15/2037, Call 5/15/2019		530,000		579,894
Illinois Finance Authority, AGC, 5.250%, 8/15/2019		250,000		276,630
Illinois Finance Authority, AMBAC, 6.250%, 2/1/2033, Call 2/1/2018		75,000		78,614
Illinois Finance Authority, BHAC, 4.875%, 11/1/2018, Call 11/1/2013 (3)(7)		2,255,000		2,315,817
Illinois Finance Authority, NATL-RE, 5.500%, 11/15/2014		150,000		164,249
Illinois Municipal Electric Agency, MBIA, 5.250%, 2/1/2019, Call 2/1/2017		1,000,000		1,115,120
Illinois Municipal Electric Agency, NATL-RE FGIC, 5.250%, 2/1/2024, Call 2/1/2017		1,000,000		1,064,150
Illinois State University, 4.000%, 4/1/2012		325,000		329,924
Kendall, Kane & Will Counties High School District No. 18, FSA, 5.250%, 10/1/2016, Call 10/1/2014		925,000		1,040,246


Description	Principal Amount		Value
Municipals (continued)

Illinois (continued)
Knox & Warren Counties Community Unit School District No. 205 Galesburg, 6.125%, 1/1/2036, Call 1/1/2021		$ 1,435,000		$ 1,524,300
La Salle & Grundy Counties Township High School District No. 160 Seneca, 5.125%, 2/1/2021, Call 10/3/2011		1,000,000		1,003,500
La Salle & Grundy Counties Township High School District No. 160 Seneca, 6.125%, 2/1/2031, Call 10/3/2011		1,000,000		1,008,660
Lake County Community Consolidated School District No. 46-Grayslake, NATL-RE FGIC, 0.000%, 12/1/2018		275,000		214,550
Lake County Community High School District No. 117 Antioch, NATL-RE FGIC, 0.000%, 12/1/2019		100,000		69,538
Lake County Community Unit School District No. 116 Round Lake, XLCA, 4.500%, 1/15/2018, Call 1/15/2015		500,000		521,335
Lake County School District No. 33, XLCA, 0.000%, 12/1/2026		525,000		193,274
Lake County School District No. 33, XLCA, 0.000%, 12/1/2028		335,000		105,545
Lake County School District No. 38 Big Hallow, AMBAC, 0.000%, 2/1/2013		200,000		190,472
Lake County School District No. 38-Big Hallow, AMBAC, 0.000%, 2/1/2021		300,000		177,825
Lake County School District No. 38-Big Hallow, AMBAC, 0.000%, 2/1/2023		100,000		50,264
McHenry & Kane Counties Community Consolidated School District 158, NATL-RE, 0.000%, 1/1/2015		100,000		90,915
McHenry & Kane Counties Community Consolidated School District 158, NATL-RE, 0.000%, 1/1/2017		210,000		173,063
Metropolitan Pier & Exposition Authority, 2.410%, 7/1/2026 (3)(5)(6)		3,000,000		3,000,000
Northern Illinois Municipal Power Agency, NATL-RE, 5.000%, 1/1/2020, Call 1/1/2018		1,500,000		1,637,160
Railsplitter Tobacco Settlement Authority, 5.250%, 6/1/2021		875,000		904,584
Rock Island County Metropolitan Airport Authority, AGC, 5.000%, 12/1/2020 (7)		1,095,000		1,169,208
Rock Island County Metropolitan Airport Authority, AGC, 5.000%, 12/1/2021 (7)		815,000		861,096

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Illinois (continued)
Southern Illinois University, NATL-RE, 0.000%, 4/1/2022		$ 100,000		$ 56,881
St. Louis Regional Airport Authority, 6.000%, 12/1/2024, Call 12/1/2018 (7)		745,000		794,826
State of Illinois, 3.750%, 9/1/2016		500,000		537,880
State of Illinois, 5.000%, 1/1/2015		250,000		278,312
State of Illinois, 5.000%, 1/1/2016		500,000		561,320
State of Illinois, 6.500%, 6/15/2022		250,000		302,967
Stephenson County School District No. 145 Freeport, AMBAC, 0.000%, 1/1/2018		90,000		80,667
Stephenson County School District No. 145 Freeport, AMBAC, 0.000%, 1/1/2018		425,000		341,109
Stephenson-Jo Daviess Counties Community Unit School District No. 200, NATL-RE, 0.000%, 2/1/2016		535,000		441,707
University of Illinois, AMBAC, 5.250%, 4/1/2013		1,060,000		1,131,688
Village of Bolingbrook, AGM, 5.000%, 1/1/2025, Call 1/1/2020		1,425,000		1,512,495
Village of Bridgeview, AMBAC, 5.250%, 1/1/2012, Call 10/3/2011		280,000		280,717
Village of Bridgeview, AMBAC, 5.250%, 1/1/2013, Call 10/3/2011		295,000		295,785
Village of Bridgeview, AMBAC, 5.300%, 1/1/2014, Call 10/3/2011		310,000		310,856
Village of Elwood, RADIAN, 0.000%, 3/1/2024, Call 3/1/2016		250,000		122,138
Village of Elwood, RADIAN, 0.000%, 3/1/2026, Call 3/1/2016		1,000,000		418,770
Village of Franklin Park, AMBAC, 5.000%, 7/1/2016, Call 1/1/2014		1,065,000		1,089,964
Village of Harwood Heights, AGM, 3.400%, 12/1/2015, Call 12/1/2011		235,000		230,354
Village of Hoffman Estates, 5.250%, 12/1/2025, Call 12/1/2018		300,000		324,711
Village of Justice, AMBAC, 0.000%, 1/1/2014		545,000		505,847
Village of Justice, AMBAC, 0.000%, 1/1/2015		345,000		308,271
Village of Maywood, XLCA, 5.000%, 1/1/2021, Call 1/1/2015		385,000		346,315
Village of Melrose Park, NATL-RE FGIC, 0.000%, 12/15/2015		155,000		127,987


Description	Principal Amount		Value
Municipals (continued)

Illinois (continued)
Village of Melrose Park, NATL-RE FGIC, 0.000%, 12/15/2019		$ 40,000		$ 25,758
Village of South Chicago Heights, NATL-RE FGIC, 0.000%, 11/1/2016		505,000		435,815
Will County Community School District No. 161 Summit Hill, NATL-RE FGIC, 0.000%, 1/1/2017		750,000		596,235
Will County Community Unit School District No. 201 Crete-Monee, NATL-RE FGIC, 0.000%, 11/1/2021		200,000		123,072
Will County Community Unit School District No. 201 Crete-Monee, NATL-RE FGIC, 0.000%, 11/1/2022		250,000		142,875
Will County Community Unit School District No. 209-U Wilmington, NATL-RE, 5.750%, 1/1/2023, Call 1/1/2016		1,025,000		1,125,706
Will County School District No. 114, NATL-RE FGIC, 0.000%, 12/1/2017		870,000		667,673
Will County School District No. 114, NATL-RE FGIC, 0.000%, 12/1/2020		815,000		511,396
Will County Unit School District No. 200-U Beecher, AMBAC, 5.000%, 11/1/2018, Call 11/1/2015		740,000		801,871
Will, Grundy, Livingston, Cook, Kendall, LaSalle & Kankakee Counties Community College District No. 525, 5.750%, 6/1/2023, Call 6/1/2018		315,000		354,170
Will, Grundy, Livingston, Cook, Kendall, LaSalle & Kankakee Counties Community College District No. 525, 5.750%, 6/1/2028, Call 6/1/2018		275,000		301,623

				70,752,602

Indiana — 5.0%
Anderson School Building Corp., AMBAC, 5.000%, 7/15/2026, Call 1/15/2016		680,000		709,682
Carmel Redevelopment Authority, 5.000%, 7/1/2023, Call 7/1/2020		350,000		386,729
Carmel Redevelopment Authority, NATL-RE, 5.000%, 7/1/2021, Call 7/1/2016		200,000		217,816
City of Greenwood, 4.000%, 10/1/2017		225,000		220,597
City of Greenwood, 4.000%, 10/1/2018		25,000		24,309
City of Greenwood, 4.250%, 10/1/2020, Call 10/1/2018		820,000		791,808
City of Greenwood, 4.300%, 10/1/2022, Call 10/1/2018		875,000		838,469
City of Greenwood, 4.625%, 10/1/2024, Call 10/1/2018		520,000		495,674

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Indiana (continued)
Decatur County Hospital Association, AMBAC, 5.000%, 7/15/2015, Call 1/15/2012		$ 220,000		$ 222,026
Dyer Redevelopment Authority Economic Development Lease Rent, CIFG, 5.250%, 7/15/2021, Call 7/15/2015		400,000		426,084
Dyer Redevelopment Authority, CIFG, 5.250%, 7/15/2023, Call 7/15/2015		1,225,000		1,288,577
East Chicago Multi School Building Corp., State Aid Withholding, 6.000%, 7/15/2016		670,000		796,550
Fishers Redevelopment District, 5.125%, 7/15/2026, Call 1/15/2020		1,875,000		2,059,837
Fishers Redevelopment District, 5.250%, 7/15/2023, Call 1/15/2020		1,605,000		1,843,294
Hendricks County Redevelopment District, 6.000%, 1/1/2022, Call 1/1/2016		730,000		753,980
Indiana Development Finance Authority, 4.700%, 10/1/2015, Call 10/1/2015 (3)(7)		550,000		594,539
Indiana Finance Authority, 6.000%, 10/1/2021, Call 10/1/2019		500,000		508,600
Indiana Finance Authority, AMBAC, 0.000%, 6/1/2018		175,000		144,627
Indiana Finance Authority, AMBAC, 4.550%, 12/1/2024, Call 12/1/2016		1,650,000		1,659,834
Indiana Municipal Power Agency, 5.250%, 1/1/2024, Call 1/1/2019		500,000		553,660
Indiana Municipal Power Agency, NATL-RE, 5.000%, 1/1/2037, Call 1/1/2017		1,850,000		1,878,342
Indianapolis Airport Authority, 4.000%, 1/1/2020		255,000		263,938
Indianapolis Airport Authority, 4.000%, 1/1/2021, Call 1/1/2020		150,000		153,191
Indianapolis Local Public Improvement Bond Bank, 5.125%, 1/1/2041, Call 1/1/2021		1,000,000		1,043,990
Lake County Public Library District, AMBAC, 4.500%, 8/1/2017, Call 2/1/2014		1,000,000		1,058,830
Merrillville Multi-School Building Corp., NATL-RE, 0.000%, 1/15/2015		750,000		683,813
North Central Campus School Building Corp., AGM, 5.250%, 7/15/2022, Call 7/15/2018		1,000,000		1,115,520
Porter County Jail Building Corp., AGM, 5.500%, 7/10/2021		200,000		237,088
Municipals (continued)

Indiana (continued)
Puttable Floating Option Tax-Exempt Receipts, NATL-RE, 2.610%, 7/1/2022, Call 9/1/2011 (3)		$ 3,710,000		$ 3,710,000
Rush County Elementary School Building Corp., State Aid Withholding, 5.250%, 7/15/2021, Call 1/15/2019		565,000		649,965
Town of Bargersville, 4.125%, 10/1/2011		2,300,000		2,300,368

				27,631,737

Iowa — 3.0%
Cedar Falls Community School District, 3.000%, 6/1/2012		400,000		405,168
Cedar Rapids Community School District, 4.250%, 7/1/2022, Call 7/1/2017		700,000		713,342
City of Altoona, 5.750%, 6/1/2031, Call 6/1/2018		1,000,000		983,690
City of Coralville, 5.000%, 6/1/2016		2,000,000		2,207,820
City of Coralville, 5.000%, 6/1/2017		3,590,000		3,975,602
City of Coralville, City Appropriation, 5.000%, 6/1/2024, Call 6/1/2017		810,000		831,044
Iowa Finance Authority, GNMA/FNMA/FHLMC, 5.000%, 1/1/2038, Call 1/1/2019		1,365,000		1,481,816
Iowa Higher Education Loan Authority, 4.750%, 5/18/2012		2,500,000		2,501,350
Iowa Higher Education Loan Authority, 6.450%, 5/18/2012		3,400,000		3,435,224

				16,535,056

Kansas — 0.5%
City of Salina, 5.000%, 10/1/2018, Call 4/1/2016		350,000		375,652
Kansas Development Finance Authority, 5.750%, 11/15/2034, Call 11/15/2014		600,000		642,378
Kansas Development Finance Authority, ACA, 5.875%, 4/1/2022, Call 4/1/2012		200,000		170,812
Kansas Development Finance Authority, FSA, 5.250%, 11/1/2028, Call 11/1/2018		350,000		385,886
Sedgwick & Shawnee Counties, GNMA/FNMA, 5.450%, 6/1/2027, Call 6/1/2013 (7)		555,000		566,544
Sedgwick & Shawnee Counties, GNMA/FNMA, 5.750%, 12/1/2037, Call 12/1/2015 (7)		140,000		140,830
Sedgwick & Shawnee Counties, GNMA/FNMA COLL, 5.650%, 12/1/2036, Call 12/1/2014 (7)		475,000		482,609

				2,764,711

Kentucky — 0.9%
City of Pikeville, 3.000%, 3/1/2012		250,000		251,675
City of Pikeville, USDA, 4.000%, 5/1/2013		1,500,000		1,527,855
Kentucky Economic Development Finance Authority, 5.000%, 2/1/2017		1,000,000		1,109,570

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Kentucky (continued)
Kentucky Housing Corp., FHA, 5.750%, 7/1/2039, Call 1/1/2019		$ 870,000		$ 901,477
Kentucky State Property & Building Commission, NATL-RE FGIC, 5.000%, 3/1/2022, Call 3/1/2017		1,100,000		1,195,436
Kentucky State Property & Buildings Commission, MBIA, 5.000%, 8/1/2018		205,000		241,426

				5,227,439

Louisiana — 0.9%
Louisiana Housing Finance Agency, GNMA/FNMA/FHLMC, 4.750%, 6/1/2027, Call 6/1/2020		1,235,000		1,314,843
Louisiana Housing Finance Agency, GNMA/FNMA/FHLMC, 6.550%, 6/1/2040, Call 6/1/2018		1,240,000		1,337,799
Louisiana Local Government Environmental Facilities & Community Development Authority, AGM, 4.900%, 7/1/2041, Call 7/1/2021		500,000		509,730
Louisiana Public Facilities Authority, 2.875%, 11/1/2015		800,000		824,200
Louisiana Public Facilities Authority, 7.000%, 12/1/2011, Call 12/1/2011 (3)		500,000		505,965
State of Louisiana, CIFG, 5.000%, 7/15/2017, Call 7/15/2016		250,000		292,380

				4,784,917

Maryland — 0.8%
Maryland Community Development Administration, 6.000%, 3/1/2041, Call 3/1/2016 (7)		115,000		123,853
Maryland Health & Higher Educational Facilities Authority, 5.750%, 7/1/2034, Call 7/1/2021		750,000		776,678
Maryland Health & Higher Educational Facilities Authority, 6.000%, 1/1/2026, Call 1/1/2022 (4)		1,000,000		1,030,150
Maryland Health & Higher Educational Facilities Authority, 6.125%, 1/1/2036, Call 1/1/2022 (4)		1,405,000		1,389,966
Maryland Health & Higher Educational Facilities Authority, 6.250%, 1/1/2031, Call 1/1/2022 (4)		1,250,000		1,277,512

				4,598,159

Massachusetts — 1.3%
Massachusetts Educational Financing Authority, 4.000%, 1/1/2016		635,000		674,287


Description	Principal Amount		Value
Municipals (continued)

Massachusetts (continued)
Massachusetts Educational Financing Authority, 4.750%, 1/1/2016		$ 460,000		$ 502,509
Massachusetts Educational Financing Authority, 5.000%, 1/1/2017		595,000		657,398
Massachusetts Educational Financing Authority, 5.100%, 1/1/2018 (7)		270,000		288,600
Massachusetts Educational Financing Authority, 5.250%, 1/1/2019		910,000		1,005,195
Massachusetts Health & Educational Facilities Authority, 5.000%, 7/1/2024, Call 7/1/2019		3,105,000		3,328,808
Massachusetts Municipal Wholesale Electric Co., NATL-RE, 5.250%, 7/1/2013, Call 1/1/2012		500,000		511,835
Route 3 North Transit Improvement Association, NATL-RE, 5.000%, 6/15/2012, Call 10/3/2011		400,000		401,184

				7,369,816

Michigan — 5.8%
Allen Park Brownfield Redevelopment Authority, AMBAC, 4.250%, 5/1/2016		300,000		274,374
Alpena General Hospital, AMBAC, 5.200%, 11/1/2014, Call 11/1/2011		350,000		350,907
Alpena General Hospital, AMBAC, 5.250%, 11/1/2015, Call 11/1/2011		375,000		376,035
Battle Creek School District, AGM Q-SBLF, 5.250%, 5/1/2021, Call 5/1/2017		1,125,000		1,271,273
Berrien Springs Public Schools, NATL-RE, 4.250%, 5/1/2016, Call 5/1/2015		560,000		592,788
City of Detroit, 6.500%, 7/1/2024, Call 7/1/2019		350,000		395,934
City of Detroit, AGM, 5.000%, 7/1/2012		65,000		66,801
City of Detroit, AGM, 5.000%, 4/1/2017, Call 10/3/2011		50,000		50,013
City of Detroit, AGM, 5.500%, 7/1/2015		110,000		123,784
City of Detroit, NATL-RE, 0.000%, 9/30/2014		125,000		112,654
City of Detroit, NATL-RE, 5.000%, 7/1/2016 (3)		725,000		808,883
City of Detroit, NATL-RE, 5.250%, 7/1/2022, Call 7/1/2017 (3)		1,100,000		1,160,764
City of Detroit, NATL-RE, 6.000%, 7/1/2014		300,000		333,339
City of Warren, NATL-RE, 4.200%, 10/1/2018, Call 10/1/2015		250,000		261,603
Cook & Thorburn Drain District, 3.700%, 5/1/2021, Call 5/1/2019		245,000		259,742

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Michigan (continued)
County of Ottawa, NATL-RE, 5.000%, 8/1/2023, Call 8/1/2017		$ 1,030,000		$ 1,137,130
Detroit City School District, FGIC Q-SBLF, 5.250%, 5/1/2013		500,000		526,525
East Grand Rapids Public School District, AGM Q-SBLF, 5.000%, 5/1/2019, Call 5/1/2014		2,155,000		2,300,398
Ferndale Public Schools, NATL-RE FGIC Q-SBLF, 5.000%, 5/1/2019, Call 5/1/2014		485,000		508,401
Hartland Consolidated Schools, AGM Q-SBLF, 5.250%, 5/1/2026, Call 5/1/2021		1,770,307		1,770,307
Hartland Consolidated Schools, AGM Q-SBLF, 5.250%, 5/1/2027, Call 5/1/2021 (4)		600,000		649,044
Hartland Consolidated Schools, AGM Q-SBLF, 5.250%, 5/1/2028, Call 5/1/2021 (4)		1,575,000		1,692,101
Jackson County Hospital Finance Authority, AGC, 4.500%, 6/1/2026, Call 6/1/2020		565,000		572,300
Kent Hospital Finance Authority, 5.000%, 11/15/2029, Call 11/15/2021		1,000,000		1,024,010
Lansing Board of Water & Light, 5.000%, 7/1/2037, Call 7/1/2021		1,000,000		1,044,120
Marquette Board of Light & Power, 4.000%, 7/1/2012		325,000		332,150
Michigan Finance Authority, 3.000%, 6/1/2012		2,340,000		2,359,211
Michigan Public Educational Facilities Authority, 5.250%, 6/1/2015		235,000		237,439
Michigan Public Educational Facilities Authority, 6.000%, 6/1/2020		380,000		379,958
Michigan Public Power Agency, NATL-RE, 5.250%, 1/1/2014		250,000		272,125
Michigan Public Power Agency, NATL-RE, 5.250%, 1/1/2017		375,000		426,656
Michigan Strategic Fund, AMBAC, 4.850%, 9/1/2011 (3)		3,000,000		3,000,000
Pontiac, CIFG, 5.000%, 5/1/2017, Call 5/1/2016		300,000		320,748
Southgate Community School District, NATL-RE FGIC Q-SBLF, 5.000%, 5/1/2019, Call 5/1/2015		1,000,000		1,064,030
State of Michigan, FSA, 5.250%, 9/15/2021, Call 9/15/2017		2,000,000		2,238,140
Warren Consolidated School District, FSA, 5.000%, 5/1/2015		325,000		368,628
Wayland Union School District, AGM Q-SBLF, 5.250%, 5/1/2019, Call 5/1/2018		400,000		453,380


Description	Principal Amount		Value
Municipals (continued)

Michigan (continued)
Wayne State University, AGM, 5.000%, 11/15/2025, Call 11/15/2018		$ 515,000		$ 539,663
Wyandotte, NATL-RE, 4.500%, 10/1/2014 (7)		600,000		631,056
Wyandotte, NATL-RE, 5.000%, 10/1/2013 (7)		600,000		628,818
Zeeland Public Schools, NATL-RE, 5.250%, 5/1/2020, Call 5/1/2014		300,000		319,764
Zeeland Public Schools, NATL-RE, 5.250%, 5/1/2021, Call 5/1/2014		650,000		689,559

				31,924,555

Minnesota — 0.4%
City of Minneapolis, AGC, 6.500%, 11/15/2038, Call 11/15/2018		950,000		1,055,697
City of Northfield, 5.500%, 11/1/2015		900,000		968,607
Minneapolis & St. Paul Housing & Redevelopment Authority, 5.250%, 8/15/2025, Call 8/15/2020		275,000		300,404

				2,324,708

Mississippi — 0.3%
Mississippi Development Bank, AGM, 5.375%, 7/1/2036, Call 7/1/2021		250,000		253,313
Mississippi Home Corp., GNMA/FNMA/FHLMC, 6.750%, 6/1/2039, Call 6/1/2018		535,000		582,037
Rankin County School District, FSA, 5.000%, 10/1/2014		730,000		828,973

				1,664,323

Missouri — 3.0%
Cass County, 5.000%, 5/1/2015		450,000		465,282
City of Des Peres, AMBAC, 5.250%, 2/1/2018, Call 2/1/2015		380,000		422,678
City of Sikeston, NATL-RE, 6.000%, 6/1/2015		900,000		970,578
City of St. Louis, AGM, 5.000%, 7/1/2020, Call 7/1/2017		1,885,000		2,021,323
City of St. Louis, NATL-RE, 4.000%, 7/1/2014		75,000		79,006
Jackson County, AMBAC, 5.000%, 12/1/2018, Call 12/1/2016		1,000,000		1,114,150
Kansas City Industrial Development Authority, 4.000%, 9/1/2014		1,115,000		1,124,366
Missouri Development Finance Board, 6.000%, 4/1/2027, Call 4/1/2013		650,000		666,179
Missouri Development Finance Board, 6.750%, 4/1/2029, Call 10/1/2013		200,000		209,756
Missouri Highway & Transportation Commission, 5.250%, 5/1/2021, Call 5/1/2017		500,000		585,850
Missouri Housing Development Commission, 5.000%, 11/1/2027, Call 11/1/2019		1,005,000		1,086,696

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Missouri (continued)
Missouri Housing Development Commission, GNMA/FNMA/COLL, 5.200%, 9/1/2031, Call 3/1/2019		$ 210,000		$ 218,171
Missouri Housing Development Commission, GNMA/FNMA/FHLMC, 5.700%, 9/1/2038, Call 9/1/2017 (7)		140,000		148,649
Missouri Joint Municipal Electric Utility Commission, NATL-RE, 5.000%, 1/1/2017, Call 1/1/2016		500,000		527,745
Missouri State Environmental Improvement & Energy Resources Authority, 5.750%, 1/1/2029, Call 1/1/2019		750,000		886,222
Missouri State Health & Educational Facilities Authority, 3.000%, 2/15/2015		1,785,000		1,771,131
Missouri State Health & Educational Facilities Authority, 3.250%, 2/15/2016		390,000		385,698
Missouri State Health & Educational Facilities Authority, 3.500%, 2/15/2017		1,430,000		1,405,618
Missouri State Health & Educational Facilities Authority, 3.750%, 2/15/2018		1,000,000		979,230
Missouri State Health & Educational Facilities Authority, AGM, 5.000%, 11/15/2015		750,000		846,788
Springfield Public Building Corp., AMBAC, 5.000%, 7/1/2014 (7)		225,000		245,806
St. Louis Municipal Finance Corp., AGC, 0.000%, 7/15/2021		800,000		513,416

				16,674,338

Montana — 0.3%
County of Yellowstone, 5.250%, 9/1/2034, Call 9/1/2017		1,400,000		1,482,404

Nebraska — 0.2%
City of O’Neill, 6.250%, 9/1/2012		130,000		131,789
Lancaster County Hospital Authority No. 1, 5.500%, 1/1/2030, Call 1/1/2020		1,000,000		1,044,690

				1,176,479

Nevada — 1.4%
City of Henderson, NATL-RE, 5.000%, 6/1/2023, Call 6/1/2015		500,000		522,280
Clark County School District, AMBAC, 5.000%, 6/15/2019, Call 6/15/2017		1,600,000		1,783,712
County of Washoe, 5.500%, 2/1/2028, Call 2/1/2019		1,000,000		1,083,260
Las Vegas Convention & Visitors Authority, AMBAC, 5.250%, 7/1/2013		300,000		317,436


Description	Principal Amount		Value
Municipals (continued)

Nevada (continued)
Las Vegas Valley Water District, AGM, 5.000%, 6/1/2028, Call 6/1/2016		$ 2,565,000		$ 2,652,133
Nevada Housing Division, 5.400%, 4/1/2031, Call 10/3/2011 (7)		290,000		305,463
Nevada Housing Division, FHA, 5.550%, 4/1/2031, Call 10/3/2011 (7)		400,000		401,248
Reno-Sparks Indian Colony, 4.250%, 6/1/2014		515,000		513,223

				7,578,755

New Hampshire — 0.3%
New Hampshire Housing Finance Authority, 4.500%, 1/1/2029, Call 7/1/2020		1,490,000		1,599,888

New Jersey — 0.6%
City of Atlantic City, NATL-RE, 5.000%, 8/15/2014		350,000		388,433
Essex County Improvement Authority, AMBAC, 5.250%, 12/15/2018		150,000		176,841
New Jersey Economic Development Authority, 1.910%, 2/1/2016, Call 8/1/2015 (3)		1,000,000		1,012,160
New Jersey Housing & Mortgage Finance Agency, AGM, 5.050%, 11/1/2013, Call 1/1/2012		1,450,000		1,462,963
New Jersey State Housing & Mortgage Finance Agency, 5.000%, 10/1/2033, Call 4/1/2013 (7)		35,000		34,984

				3,075,381

New Mexico — 1.0%
City of Farmington, 4.700%, 9/1/2024, Call 11/1/2020		2,000,000		1,992,300
New Mexico Mortgage Finance Authority, 5.950%, 3/1/2032, Call 10/3/2011 (7)		210,000		211,615
New Mexico Mortgage Finance Authority, GNMA/FNMA/FHLMC, 5.650%, 9/1/2039, Call 3/1/2019		950,000		1,026,342
New Mexico Mortgage Finance Authority, GNMA/FNMA/FHLMC, 6.000%, 9/1/2039, Call 3/1/2019		680,000		735,454
New Mexico Mortgage Finance Authority, GNMA/FNMA/FHLMC COLL, 5.350%, 3/1/2030, Call 9/1/2020		1,500,000		1,602,525

				5,568,236

New York — 2.0%
City of New York, 5.000%, 8/1/2032, Call 8/1/2021		5,000,000		5,426,650
County of Monroe, MBIA, 6.000%, 3/1/2015		225,000		260,595
Metropolitan Transportation Authority, NATL-RE, 5.000%, 11/15/2024, Call 11/15/2016		100,000		110,507

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

New York (continued)
Monroe County Airport Authority, NATL-RE, 5.250%, 1/1/2014 (7)		$ 100,000		$ 103,432
New York City Municipal Water Finance Authority, 5.000%, 6/15/2043, Call 6/15/2021		1,000,000		1,058,600
New York City Transitional Finance Authority, NATL-RE FGIC, 5.000%, 7/15/2024, Call 1/15/2017		425,000		464,346
New York Liberty Development Corp., 5.000%, 10/1/2015		250,000		278,235
New York State Dormitory Authority, 5.000%, 3/15/2034, Call 3/15/2021		3,000,000		3,225,810
New York State Dormitory Authority, 5.250%, 7/1/2012		250,000		256,150

				11,184,325

North Carolina — 1.5%
Board of Governors of the University of North Carolina, AMBAC, 5.375%, 4/1/2017, Call 10/1/2012		40,000		42,179
City of Charlotte, 5.000%, 7/1/2020 (7)		500,000		548,115
City of Charlotte, 5.000%, 7/1/2022, Call 7/1/2020 (7)		150,000		159,785
City of Greensboro, 5.250%, 4/1/2031, Call 4/1/2020		1,000,000		1,075,630
North Carolina Eastern Municipal Power Agency, 4.200%, 1/1/2019		1,710,000		1,890,029
North Carolina Eastern Municipal Power Agency, 6.000%, 1/1/2022		100,000		122,660
North Carolina Eastern Municipal Power Agency, AGC, 6.000%, 1/1/2019		500,000		576,235
North Carolina Eastern Municipal Power Agency, AMBAC, 5.000%, 1/1/2016		500,000		564,860
North Carolina Housing Finance Agency, 4.650%, 7/1/2021, Call 7/1/2016 (3)(7)		1,960,000		1,975,954
Raleigh Durham Airport Authority, 4.250%, 5/1/2030, Call 5/1/2020		1,000,000		1,005,710
Raleigh Durham Airport Authority, 5.000%, 5/1/2036, Call 5/1/2020		350,000		365,214

				8,326,371

North Dakota — 0.5%
North Dakota State Housing Finance Agency, 5.250%, 1/1/2029, Call 7/1/2019		2,315,000		2,504,807

Ohio — 0.4%
Buckeye Local School District/Jefferson County, AMBAC, 3.750%, 12/1/2011		245,000		246,769
City of Cleveland, AGC, 5.000%, 10/1/2017		425,000		492,520


Description	Principal Amount		Value
Municipals (continued)

Ohio (continued)
City of Youngstown, AMBAC, 4.250%, 12/1/2025, Call 12/1/2016		$ 300,000		$ 239,097
County of Hamilton, AGM, 4.000%, 6/1/2014		685,000		727,121
County of Hamilton, NATL-RE FGIC, 5.250%, 5/15/2015, Call 5/15/2014		200,000		212,236
Hilliard School District, 0.000%, 12/1/2019		235,000		185,389
Richland County, AGC, 6.000%, 12/1/2028, Call 12/1/2018		250,000		283,987

				2,387,119

Oklahoma — 0.2%
Cleveland County Justice Authority, 5.750%, 3/1/2029, Call 3/1/2015		650,000		688,155
Oklahoma Housing Finance Agency, GNMA/FNMA/FHLMC, 4.500%, 9/1/2024, Call 3/1/2020		60,000		63,681
Oklahoma Housing Finance Agency, GNMA/FNMA/FHLMC, 6.500%, 9/1/2038, Call 9/1/2018		390,000		416,926
Oklahoma Housing Finance Agency, GNMA/FNMA/FHLMC COLL, 5.250%, 9/1/2029, Call 3/1/2019		145,000		153,549

				1,322,311

Oregon — 0.2%
County of Gilliam, 2.000%, 10/1/2018		1,000,000		1,000,000

Pennsylvania — 2.3%
Allegheny County Hospital Development Authority, 5.000%, 6/15/2018, Call 6/15/2014		150,000		161,367
Central Bradford Progress Authority, 5.375%, 12/1/2041, Call 12/1/2021 (4)		500,000		508,425
Delaware County Industrial Development Authority, 5.000%, 8/15/2020		1,500,000		1,485,045
Erie County Hospital Authority, USDA, 3.000%, 12/1/2012, Call 12/1/2011		4,000,000		4,005,840
Harrisburg Authority, AGM, 5.000%, 12/1/2013 (3)		2,025,000		2,023,582
Harrisburg Authority, AGM, 5.250%, 12/1/2013 (3)		2,000,000		1,998,500
Pennsylvania Higher Education Assistance Agency, NATL-RE, 4.000%, 12/15/2011, Call 11/1/2011		300,000		301,428
Pennsylvania Industrial Development Authority, AMBAC, 5.500%, 7/1/2014, Call 7/1/2012		1,925,000		2,018,016

				12,502,203

Puerto Rico — 0.5%
Puerto Rico Electric Power Authority, 5.250%, 7/1/2028, Call 7/1/2020		400,000		407,604

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Puerto Rico (continued)
Puerto Rico Highway & Transportation Authority, NATL-RE, 5.500%, 7/1/2013		$ 170,000		$ 174,498
Puerto Rico Public Finance Corp., 5.750%, 2/1/2012, Call 2/1/2012 (3)		2,000,000		2,029,300

				2,611,402

Rhode Island — 0.8%
City of Woonsocket, AMBAC, 5.000%, 3/1/2013		100,000		99,477
City of Woonsocket, AMBAC, 5.000%, 3/1/2014		500,000		491,195
Providence Public Buildings Authority, AMBAC, 5.500%, 12/15/2012, Call 10/3/2011		525,000		530,812
Rhode Island Housing & Mortgage Finance Corp., 5.400%, 10/1/2047, Call 4/1/2017 (7)		690,000		682,403
Rhode Island Student Loan Authority, 3.950%, 12/1/2017		250,000		255,962
Rhode Island Student Loan Authority, 4.200%, 12/1/2018, Call 12/1/2017		600,000		612,852
Rhode Island Student Loan Authority, 4.250%, 12/1/2020, Call 12/1/2017		500,000		497,330
Rhode Island Student Loan Authority, 4.500%, 12/1/2021, Call 12/1/2017		1,000,000		1,004,800

				4,174,831

South Carolina — 2.1%
County of Florence, 5.000%, 11/1/2025, Call 11/1/2020		2,000,000		2,101,800
Orangeburg Joint Governmental Action Authority, NATL-RE, 5.000%, 4/1/2013		2,490,000		2,599,286
Orangeburg Joint Governmental Action Authority, NATL-RE, 5.000%, 10/1/2014		150,000		158,687
Piedmont Municipal Power Agency, AGM, 5.000%, 1/1/2030, Call 7/1/2021		450,000		470,583
Piedmont Municipal Power Agency, AGM, 5.750%, 1/1/2034, Call 7/1/2021		1,000,000		1,076,860
South Carolina State Housing Finance & Development Authority, 5.000%, 1/1/2028, Call 7/1/2019		470,000		509,522
South Carolina State Housing Finance & Development Authority, AGM, 5.500%, 7/1/2037, Call 7/1/2016 (7)		1,715,000		1,772,504
South Carolina State Housing Finance & Development Authority, AMBAC, 5.000%, 7/1/2035, Call 1/1/2015 (7)		175,000		177,991
South Carolina State Public Service Authority, 5.500%, 1/1/2038, Call 1/1/2019		1,000,000		1,072,010


Description	Principal Amount		Value
Municipals (continued)

South Carolina (continued)
South Carolina Transportation Infrastructure Bank, AMBAC, 5.250%, 10/1/2020		$ 250,000		$ 296,552
South Carolina Transportation Infrastructure Bank, XLCA, 5.000%, 10/1/2022, Call 10/1/2016		150,000		161,087
St. Peters Parish-Jasper County Public Facilities Corp., AGM, 5.000%, 4/1/2031, Call 4/1/2021		900,000		911,583
St. Peters Parish-Jasper County Public Facilities Corp., AGM, 5.250%, 4/1/2044, Call 4/1/2021		500,000		503,345

				11,811,810

South Dakota — 0.8%
City of Rapid City, 6.750%, 12/1/2031, Call 12/1/2019		500,000		541,585
City of Rapid City, 7.000%, 12/1/2035, Call 12/1/2019		750,000		819,473
South Dakota Health & Educational Facilities Authority, 5.000%, 11/1/2024, Call 11/1/2019		1,000,000		1,047,660
South Dakota Health & Educational Facilities Authority, AMBAC, 5.000%, 8/1/2022, Call 8/1/2017		980,000		1,079,705
South Dakota Health & Educational Facilities Authority, AMBAC, 5.250%, 7/1/2022, Call 7/1/2012		250,000		254,615
South Dakota Housing Development Authority, 3.750%, 5/1/2018		500,000		523,370

				4,266,408

Tennessee — 0.6%
Blount County Public Building Authority, 0.780%, 6/1/2032, Call 9/1/2011 (3)		2,000,000		2,000,000
Metropolitan Nashville Airport Authority, 5.000%, 7/1/2017		435,000		497,853
Tennessee Housing Development Agency, 5.000%, 1/1/2027, Call 7/1/2019		1,000,000		1,085,120

				3,582,973

Texas — 4.9%
Alamo Community College Distric, AGM-CR FGIC, 5.000%, 8/15/2021, Call 8/15/2017		200,000		228,038
Bexar County Health Facilities Development Corp., 5.450%, 7/1/2019		100,000		101,839
Brazos River Authority, FGIC, 4.250%, 3/1/2014, Call 3/1/2014 (3)		885,000		933,055
Brazos River Authority, FGIC, 4.250%, 12/1/2017, Call 6/1/2014 (3)		290,000		299,753
Capital Area Cultural Education Facilities Finance Corp., 4.000%, 4/1/2012		345,000		348,098

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Texas (continued)
Capital Area Cultural Education Facilities Finance Corp., 5.000%, 4/1/2019		$ 1,000,000		$ 1,063,380
Capital Area Cultural Education Facilities Finance Corp., 5.250%, 4/1/2021, Call 4/1/2020		400,000		423,456
Central Texas Regional Mobility Authority, 0.000%, 1/1/2025		1,000,000		434,900
City of Conroe, MBIA, 5.500%, 3/1/2022, Call 3/1/2017		100,000		113,642
City of El Paso, NATL-RE FGIC, 5.000%, 8/15/2020, Call 8/15/2015		135,000		147,857
City of Galveston, 4.250%, 5/1/2014		290,000		305,077
City of Keller, NATL-RE, 5.000%, 2/15/2022, Call 2/15/2014		250,000		263,980
City of Killeen, 4.625%, 8/1/2034, Call 8/1/2020		1,610,000		1,643,520
County of Wise, 8.000%, 8/15/2034, Call 8/15/2021		3,000,000		3,131,340
Dallas County Cities Municipal Utility District, 3.500%, 8/1/2023, Call 8/1/2020		405,000		421,034
Dallas County Cities Municipal Utility District, 3.600%, 8/1/2025, Call 8/1/2020		1,220,000		1,247,060
Dallas County Cities Municipal Utility District, 4.000%, 8/1/2026, Call 8/1/2020		50,000		52,014
Dallas County Cities Municipal Utility District, 4.000%, 8/1/2027, Call 8/1/2020		340,000		350,533
Dallas-Fort Worth International Airport Facilities Improvement Corp., FSA, 5.500%, 11/1/2018, Call 11/1/2013 (7)		100,000		105,406
Dallas-Fort Worth International Airport Facilities Improvement Corp., MBIA, 5.875%, 11/1/2017, Call 11/1/2011 (7)		115,000		115,814
Dallas-Fort Worth International Airport Facilities Improvement Corp., XLCA, 6.125%, 11/1/2018, Call 10/3/2011 (7)		805,000		807,632
Denton Independent School District, PSF, 2.440%, 8/15/2022, Call 8/15/2016 (3)		3,000,000		3,000,000
Forney Independent School District, PSF, 6.000%, 8/15/2037, Call 8/15/2018		340,000		389,045
La Vernia Higher Education Finance Corp., 4.375%, 8/15/2015		200,000		204,832
La Vernia Higher Education Finance Corp., 4.750%, 8/15/2016		180,000		186,322


Description	Principal Amount		Value
Municipals (continued)

Texas (continued)
La Vernia Higher Education Finance Corp., 5.000%, 8/15/2017		$ 150,000		$ 157,455
La Vernia Higher Education Finance Corp., 5.000%, 8/15/2018		150,000		156,331
La Vernia Higher Education Finance Corp., 5.125%, 8/15/2019		100,000		104,404
Little Elm Independent School District, PSF, 5.000%, 8/15/2020, Call 8/15/2016		1,145,000		1,301,808
Lower Colorado River Authority, BHAC, 5.250%, 5/15/2028, Call 5/15/2018		550,000		593,664
Mission Economic Development Corp., 1.150%, 10/3/2011 (3)		200,000		200,004
North Texas Tollway Authority, 0.000%, 9/1/2037, Call 9/1/2031		500,000		93,865
North Texas Tollway Authority, 0.000%, 9/1/2043, Call 9/1/2031		250,000		29,568
North Texas Tollway Authority, 5.750%, 1/1/2038, Call 1/1/2018		150,000		148,960
North Texas Tollway Authority, 6.125%, 1/1/2031, Call 1/1/2016		250,000		259,605
North Texas Tollway Authority, AGC, 5.750%, 1/1/2038, Call 1/1/2019		1,350,000		1,425,708
Port of Houston Authority, MBIA, 5.100%, 10/1/2026, Call 10/3/2011 (7)		250,000		250,210
Port of Houston Authority, NATL-RE, 5.000%, 10/1/2024, Call 10/1/2016 (7)		1,300,000		1,382,381
Potter County Industrial Development Corp., AMBAC, 5.750%, 9/1/2016, Call 10/3/2011		235,000		235,327
Sam Rayburn Municipal Power Agency, RADIAN, 5.750%, 10/1/2021, Call 10/1/2012		215,000		217,275
San Antonio Facilities Corp., 5.000%, 8/15/2036, Call 8/15/2021		500,000		514,595
San Antonio Facilities Corp., 5.000%, 8/15/2041, Call 8/15/2021		500,000		510,595
Texas Public Finance Authority, 5.000%, 7/1/2019, Call 7/1/2014		1,600,000		1,774,624
Texas Public Finance Authority, NATL-RE, 4.375%, 11/1/2011		500,000		502,510
Texoma Area Solid Waste Authority, 4.000%, 2/15/2018		250,000		268,025
University of Houston, AMBAC, 5.000%, 2/15/2022, Call 2/15/2015		500,000		541,655

				26,986,196

Utah — 1.2%
City of Eagle Mountain City, AGM, 2.000%, 6/1/2014		565,000		575,899

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


		Marshall Funds

Intermediate Tax-Free Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Utah (continued)
City of Eagle Mountain City, AGM, 2.250%, 6/1/2013		$ 605,000		$ 616,610
City of Herriman, 5.750%, 11/1/2027, Call 5/1/2013		350,000		362,579
Grand County School District, School Bond Gty, 5.250%, 7/1/2026, Call 7/1/2018		500,000		566,585
Utah Associated Municipal Power Systems, AGM, 5.250%, 4/1/2015, Call 4/1/2013		100,000		105,650
Utah Infrastructure Agency, AGM, 5.400%, 10/15/2036, Call 10/15/2021		1,000,000		1,032,180
Utah State Board of Regents, 5.000%, 8/1/2031, Call 8/1/2020		2,485,000		2,588,177
Utah Water Finance Agency, AMBAC, 5.250%, 7/1/2014, Call 7/1/2012		1,000,000		1,025,760

				6,873,440

Virgin Islands — 0.3%
Virgin Islands Public Finance Authority, 5.000%, 10/1/2017		1,440,000		1,583,597

Virginia — 0.9%
Greater Richmond Convention Center Authority, NATL-RE, 5.000%, 6/15/2021, Call 6/15/2015		550,000		582,104
Louisa Industrial Development Authority, 5.375%, 12/2/2013 (3)		400,000		431,780
Virginia College Building Authority, 5.000%, 3/1/2023, Call 3/1/2020		745,000		850,507
Virginia College Building Authority, 5.000%, 3/1/2024, Call 3/1/2020		1,755,000		1,981,184
Virginia Small Business Financing Authority, 4.250%, 11/1/2021, Call 5/1/2020		1,000,000		1,080,350

				4,925,925

Washington — 1.2%
Grays Harbor County Public Utility District No. 1, AGM, 5.250%, 7/1/2019, Call 7/1/2015		425,000		465,681
Greater Wenatchee Regional Events Center Public Facilities Dist, 5.250%, 12/1/2011, Call 10/3/2011		1,585,000		1,562,097
King County Housing Authority, 5.200%, 5/1/2028, Call 11/1/2018		460,000		479,766
King County Housing Authority, 5.500%, 12/1/2028, Call 12/1/2018		500,000		514,065
King County Public Hospital District No. 4, 7.250%, 12/1/2038, Call 12/1/2014		100,000		103,436


Description	Principal Amount		Value
Municipals (continued)

Washington (continued)
Port of Bellingham, 5.250%, 12/1/2022, Call 12/1/2020		$ 1,060,000		$ 1,178,805
Skagit County Public Hospital District No. 1, NATL-RE, 5.500%, 12/1/2023, Call 12/1/2014		1,000,000		1,056,860
State of Washington, 4.000%, 7/1/2018		600,000		664,020
Washington Health Care Facilities Authority, FHA, 6.250%, 8/1/2028, Call 8/1/2018		400,000		448,676

				6,473,406

West Virginia — 0.1%
West Virginia State Hospital Finance Authority, AMBAC, 5.000%, 6/1/2018, Call 6/1/2016		600,000		641,364

Wisconsin — 3.1%
County of Milwaukee, AMBAC, 5.000%, 12/1/2015 (7)		255,000		284,376
Ladysmith-Hawkins School District, NATL-RE FGIC, 5.500%, 4/1/2020, Call 4/1/2016		1,105,000		1,166,007
State of Wisconsin, 5.250%, 5/1/2023, Call 5/1/2018		105,000		120,649
Village of Darien, 4.550%, 10/1/2015, Call 10/1/2013		100,000		102,721
Wisconsin Center District, FSA, 0.000%, 12/15/2028		35,000		15,372
Wisconsin Health & Educational Facilities Authority, 5.000%, 4/15/2016		1,000,000		1,119,720
Wisconsin Health & Educational Facilities Authority, 5.000%, 6/1/2019		1,220,000		1,295,408
Wisconsin Health & Educational Facilities Authority, 5.000%, 7/1/2019		990,000		1,034,877
Wisconsin Health & Educational Facilities Authority, 5.000%, 8/15/2019		250,000		269,683
Wisconsin Health & Educational Facilities Authority, 5.250%, 12/1/2020, Call 12/1/2018		1,295,000		1,405,917
Wisconsin Health & Educational Facilities Authority, 5.250%, 4/1/2023, Call 4/1/2018		365,000		378,308
Wisconsin Health & Educational Facilities Authority, 5.375%, 8/15/2024, Call 2/15/2020		1,625,000		1,765,497
Wisconsin Health & Educational Facilities Authority, 5.400%, 9/15/2014, Call 9/16/2011		615,000		614,975
Wisconsin Health & Educational Facilities Authority, 6.400%, 9/15/2015, Call 12/15/2011		850,000		849,932
Wisconsin Health & Educational Facilities Authority, AGM, 2.500%, 12/1/2015, Call 9/1/2011 (3)		5,000,000		5,000,000

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

August 31, 2011


Schedules of Investments

Intermediate Tax-Free Fund (continued)


Description	Shares or Principal Amount		Value
Municipals (continued)

Wisconsin (continued)
Wisconsin Health & Educational Facilities Authority, FSA, 5.000%, 8/1/2018, Call 4/24/2018		$ 70,000		$ 77,563
Wisconsin Health & Educational Facilities Authority, NATL-RE, 5.750%, 2/15/2027, Call 10/3/2011		1,000,000		1,000,200
Wisconsin Health & Educational Facilities Authority, RADIAN, 6.250%, 2/15/2029, Call 10/3/2011		550,000		550,270

				17,051,475

Wyoming — 0.2%
Teton County Hospital District, 5.500%, 12/1/2027, Call 12/1/2021		500,000		511,745
Teton County Hospital District, 6.000%, 12/1/2036, Call 12/1/2021		500,000		504,130
Wyoming Community Development Authority, 4.650%, 6/1/2016 (7)		160,000		165,275

				1,181,150

Total Municipals (identified cost $511,241,444)				527,118,775

Short-Term Investments — 7.9%

Mutual Funds — 7.8%
Marshall Tax-Free Money Market Fund, Class I, 0.270% (11)		42,929,058		42,929,058

Short-Term Municipals — 0.1%

California — 0.1%
City of Upland, 3.000%, 1/1/2012		$ 515,000		518,389

Total Short-Term Investments (identified cost $43,447,457)				43,447,447

Total Investments — 103.5% (identified cost $554,688,901)				570,566,222
Other Assets and Liabilities — (3.5)%				(19,077,325	)

Total Net Assets — 100.0%				$551,488,897

Government Income Fund


Description	Principal Amount		Value
Asset-Backed Securities — 1.9%

Automobiles — 1.2%
SMART Trust/Australia, Class A2B, (Series 2011-1USA), 0.957%, 4/14/2013 (3)(5)(6)		$ 3,000,000		$ 3,000,387


Description	Principal Amount		Value
Asset-Backed Securities (continued)

Federal Home Loan Mortgage Corporation — 0.2%
0.478%, 8/25/2031, (Series T-32) (3)		$ 533,277		$ 518,689

Other Financial — 0.5%
Countrywide Asset-Backed Certificates, Class A1, (Series 2007-QH2), 0.458%, 4/25/2037 (3)(5)(6)		2,425,585		1,266,880

Total Asset-Backed Securities (identified cost $5,958,862)				4,785,956

Collateralized Mortgage Obligations — 17.3%

Federal Home Loan Mortgage Corporation — 8.1%
0.507%, 1/15/2036, (Series 3102) (3)		4,412,213		4,406,856
0.557%, 6/15/2025, (Series 2993) (3)		3,912,369		3,896,841
0.607%, 10/15/2027, (Series 3780) (3)		5,391,996		5,388,852
0.957%, 7/15/2032, (Series 3652) (3)		5,851,575		5,899,517
5.000%, 5/15/2033, (Series 2791)		716,881		773,289

				20,365,355

Federal National Mortgage Association — 4.8%
0.468%, 1/25/2031, (Series 2001-25) (3)		295,464		295,424
0.468%, 7/25/2035, (Series 2005-66) (3)		4,169,834		4,153,964
0.618%, 4/25/2034, (Series 2004-25) (3)		1,030,723		1,034,249
4.000%, 10/25/2032, (Series 2003-28)		140,697		147,705
5.000%, 10/25/2016, (Series 2003-16)		535,136		535,993
5.500%, 8/25/2034, (Series 2005-123)		5,407,000		5,973,399

				12,140,734

Private Sponsor — 4.4%
Chase Mortgage Finance Corp., Class 7A1, (Series 2007-A2), 5.758%, 7/25/2037 (3)		3,471,627		3,120,399
Holmes Master Issuer PLC, Class A2, (Series 2010-1A), 1.649%, 10/15/2054 (3)(5)(6)		2,500,000		2,499,280
Structured Asset Securities Corp., Class 2A2, (Series 2003-21), 5.250%, 8/25/2033		1,911,423		1,991,171
Thornburg Mortgage Securities Trust, Class A2B, (Series 2007-1), 0.318%, 3/25/2037 (3)		3,656,942		3,562,410

				11,173,260

Total Collateralized Mortgage Obligations (identified cost $43,119,621)				43,679,349

Commercial Mortgage Securities — 10.1%

Private Sponsor — 10.1%
Banc of America Merrill Lynch Commercial Mortgage, Inc., Class A4, (Series 2007-1), 5.451%, 1/15/2049		1,300,000		1,385,310

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


		Marshall Funds

Government Income Fund (continued)


Description	Principal Amount		Value
Commercial Mortgage Securities (continued)

Private Sponsor (continued)
Banc of America Merrill Lynch Commercial Mortgage, Inc., Class AAB, (Series 2004-5), 4.673%, 11/10/2041		$ 1,056,214		$ 1,082,716
Credit Suisse First Boston Mortgage Securities Corp., Class AAB, (Series 2005-C4), 5.065%, 8/15/2038 (3)		324,124		332,362
Credit Suisse Mortgage Capital Certificates, Class A1, (Series 2007-TFLA), 0.277%, 2/15/2022 (3)(5)(6)		3,267,499		3,147,239
GS Mortgage Securities Corp. II, Class A1, (Series 2007-EOP), 1.143%, 3/6/2020 (3)(5)(6)		3,408,875		3,381,550
JP Morgan Chase Commercial Mortgage Securities Corp., Class A1, (Series 2007-FL1A), 0.582%, 7/15/2019 (3)(5)(6)		1,964,402		1,870,028
JP Morgan Chase Commercial Mortgage Securities Corp., Class A3, (Series 2007-CB20), 5.819%, 2/12/2051		3,000,000		3,168,987
LB-UBS Commercial Mortgage Trust, Class AAB, (Series 2005-C2), 5.007%, 4/15/2030		1,311,952		1,342,749
LB-UBS Commercial Mortgage Trust, Class AAB, (Series 2005-C3), 4.664%, 7/15/2030		1,748,848		1,813,039
Lehman Brothers Commercial Mortgage Trust, Class A1, (Series 2007-LLFA), 0.507%, 6/15/2022 (3)(5)(6)		5,333,054		5,201,536
Wachovia Bank Commercial Mortgage Trust, Class APB, (Series 2005-C16), 4.692%, 10/15/2041		408,305		422,538
Wachovia Bank Commercial Mortgage Trust, Class APB, (Series 2005-C18), 4.807%, 4/15/2042		2,294,738		2,387,730

Total Commercial Mortgage Securities (identified cost $25,577,909)				25,535,784

Corporate Bonds & Notes — 0.9%

Insurance — 0.9%
HSB Group, Inc., 1.159%, 7/15/2027 (3)		3,000,000		2,229,000

Total Corporate Bonds & Notes (identified cost $2,968,950)				2,229,000

U.S. Government & U.S. Government Agency Obligations — 4.0%

U.S. Treasury Bonds & Notes — 4.0%
0.375%, 8/31/2012		10,000,000		10,024,610

Total U.S. Government & U.S. Government Agency Obligations (identified cost $10,014,172)				10,024,610

U.S. Government Agency-Mortgage Securities — 78.5%

Federal Home Loan Mortgage Corporation — 10.4%
4.500%, 5/1/2039 (1)		6,387,242		6,799,870
4.500%, 2/1/2041 (1)		3,912,939		4,136,681
4.500%, 9/15/2041 (4)		3,000,000		3,166,875


Description	Principal Amount		Value
U.S. Government Agency-Mortgage Securities (continued)

Federal Home Loan Mortgage Corporation (continued)
5.000%, 12/1/2022		$ 1,016,597		$ 1,096,448
5.500%, 11/1/2018		1,293,517		1,408,615
5.500%, 10/1/2021		1,124,628		1,223,291
6.000%, 2/1/2038 (1)		6,957,547		7,725,611
6.500%, 9/1/2016		52,842		58,090
7.500%, 9/1/2013		18,184		19,271
7.500%, 4/1/2024		143,309		165,956
7.500%, 4/1/2027		66,580		77,538
8.000%, 8/1/2030		84,778		100,804
8.500%, 9/1/2024		76,633		92,274
9.000%, 6/1/2019		79,527		89,326
9.500%, 2/1/2025		44,605		50,599

				26,211,249

Federal National Mortgage Association — 65.3%
3.017%, 3/1/2041 (3)		1,980,050		2,062,585
3.034%, 8/1/2041 (3)		2,000,000		2,090,000
3.112%, 5/1/2041 (3)		1,942,211		2,016,784
3.228%, 5/1/2041 (3)		1,904,627		1,990,887
3.500%, 2/1/2026 (1)		9,625,650		10,064,907
4.000%, 11/1/2040 (1)		4,907,466		5,095,074
4.000%, 2/1/2041 (1)(4)		14,717,751		15,280,396
4.000%, 9/15/2041 (4)		10,000,000		10,365,630
4.500%, 6/1/2039 (1)		5,828,255		6,169,225
4.500%, 6/1/2039 (1)		3,934,242		4,192,683
4.500%, 9/1/2039 (1)		2,276,600		2,409,788
4.500%, 8/1/2041 (1)		4,971,204		5,262,034
4.500%, 9/14/2041 (4)		6,500,000		6,869,434
5.000%, 5/1/2018		1,033,268		1,120,403
5.000%, 7/1/2033		3,868,317		4,189,669
5.000%, 7/1/2035		2,135,219		2,309,929
5.000%, 2/1/2036		14,111,172		15,256,971
5.000%, 9/15/2041 (4)		10,000,000		10,773,440
5.500%, 1/1/2023		931,097		1,028,470
5.500%, 10/1/2024		1,217,277		1,344,579
5.500%, 2/1/2036		1,223,229		1,342,934
5.500%, 12/1/2036 (1)		6,020,746		6,611,815
5.500%, 1/1/2037		603,461		662,704
5.500%, 12/1/2039 (1)		3,627,253		3,976,547
5.500%, 9/14/2041 (4)		19,000,000		20,769,375
6.000%, 9/1/2013		135,824		140,923
6.000%, 10/1/2016		208,173		226,140
6.000%, 9/1/2021		1,398,337		1,521,860
6.000%, 9/15/2041 (4)		12,000,000		13,284,384
6.500%, 9/1/2016		135,742		149,175
6.500%, 9/1/2016		304,469		334,600
6.500%, 8/1/2030		1,640,061		1,882,101
6.500%, 12/1/2031		104,344		119,222
6.500%, 11/1/2037		962,852		1,067,188
7.000%, 3/1/2029		189,365		218,586
7.000%, 7/1/2029		492,336		568,307
7.000%, 2/1/2030		424,476		489,976
7.500%, 10/1/2030		75,965		89,141
8.000%, 10/1/2028		724,233		847,361
8.000%, 4/1/2030		129,038		151,882

				164,347,109

Government National Mortgage Association — 2.8%
5.000%, 4/15/2034		1,161,650		1,288,267
5.500%, 9/15/2033		2,198,997		2,468,172
6.000%, 12/20/2033		2,639,863		2,984,769
7.000%, 6/15/2029		145,794		170,824
7.000%, 8/15/2031		110,777		130,427
9.500%, 10/15/2024		44,592		52,503

				7,094,962

Total U.S. Government Agency-Mortgage Securities
(identified cost $192,061,231)				197,653,320

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

August 31, 2011


Schedules of Investments

Government Income Fund (continued)


Description	Principal Amount		Value
Short-Term Investments — 39.1%

Collateral Pool Investment for Securities on Loan — 35.6%

(See Note 2 of the Financial Statements)				$ 89,542,438

Repurchase Agreement — 3.5%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $8,814,163 on 9/1/2011, collateralized by a U.S. Government Agency Obligation with a maturity of 9/2/2011, with a market value of $8,991,310 (at amortized cost)		$ 8,814,151		8,814,151

Total Short-Term Investments (identified cost $98,356,589)				98,356,589

Total Investments — 151.8% (identified cost $378,057,334)				382,264,608
Other Assets and Liabilities — (51.8)%				(130,499,711	)

Total Net Assets — 100.0%				$251,764,897

Corporate Income Fund


Description	Principal Amount		Value
Asset-Backed Securities — 11.5%

Automobiles — 11.5%
Capital Auto Receivables Asset Trust, Class A4, (Series 2007-3), 5.210%, 3/17/2014		$ 538,034		$ 543,614
Capital Auto Receivables Asset Trust, Class A4, (Series 2008-2), 5.420%, 12/15/2014		1,500,000		1,545,411
Ford Credit Auto Owner Trust, Class A4, (Series 2008-A), 4.370%, 10/15/2012		747,613		752,756
Ford Credit Auto Owner Trust, Class A4, (Series 2009-B), 4.500%, 7/15/2014		1,500,000		1,571,082
Ford Credit Auto Owner Trust, Class A4A, (Series 2008-C), 5.160%, 4/15/2013		2,150,982		2,188,829
Harley-Davidson Motorcycle Trust, Class A4, (Series 2008-1), 4.900%, 12/15/2013		1,566,098		1,594,751
Honda Auto Receivables Owner Trust, Class A4, (Series 2008-1), 4.880%, 9/18/2014		990,078		992,117
Hyundai Auto Receivables Trust, Class A3, (Series 2008-A), 4.930%, 12/17/2012		146,249		147,217
Nissan Auto Receivables Owner Trust, Class A3, (Series 2009-1), 5.000%, 9/15/2014		879,880		895,484
Nissan Auto Receivables Owner Trust, Class A4, (Series 2007-B), 5.160%, 3/17/2014		293,201		296,403


Description	Principal Amount		Value
Asset-Backed Securities (continued)

Automobiles (continued)
USAA Auto Owner Trust, Class A3, (Series 2009-1), 3.020%, 6/15/2013		$ 247,726		$ 248,778

Total Asset-Backed Securities (identified cost $10,823,420)				10,776,442

Corporate Bonds & Notes — 80.6%

Advertising — 0.5%
Omnicom Group, Inc., 4.450%, 8/15/2020		500,000		514,300

Agriculture — 2.5%
Altria Group, Inc., 10.200%, 2/6/2039		300,000		437,654
Bunge, Ltd. Finance Corp., 8.500%, 6/15/2019		250,000		319,411
Lorillard Tobacco Co., 8.125%, 5/1/2040		1,000,000		1,137,093
Reynolds American, Inc., 7.750%, 6/1/2018		350,000		426,917

				2,321,075

Auto Manufacturers — 1.1%
Daimler Finance North America LLC, 5.750%, 9/8/2011 (1)		1,000,000		1,000,284

Banks — 8.2%
Bank of America Corp., 3.700%, 9/1/2015 (1)		1,000,000		986,217
Discover Bank, 7.000%, 4/15/2020		1,000,000		1,089,882
Goldman Sachs Group, Inc., 6.750%, 10/1/2037		1,000,000		952,042
Goldman Sachs Group, Inc., 7.500%, 2/15/2019 (1)		300,000		343,212
HSBC Bank USA NA, 4.875%, 8/24/2020		250,000		243,271
JPMorgan Chase & Co., 0.372%, 12/21/2011 (3)		1,000,000		1,000,630
JPMorgan Chase & Co., 0.964%, 2/26/2013 (1)(3)		750,000		752,179
JPMorgan Chase & Co., 4.625%, 5/10/2021		300,000		311,368
Morgan Stanley, 5.500%, 1/26/2020 (1)		1,000,000		1,017,400
Morgan Stanley, 5.500%, 7/28/2021 (1)		1,000,000		1,000,316

				7,696,517

Chemicals — 0.9%
Braskem Finance, Ltd., 5.750%, 4/15/2021 (5)(6)		500,000		505,000
Dow Chemical Co., 8.550%, 5/15/2019		250,000		325,329

				830,329

Computers — 3.2%
Hewlett-Packard Co., 0.375%, 9/13/2012 (3)		1,000,000		999,535
International Business Machines Corp., 0.277%, 6/15/2012 (3)		2,000,000		2,001,850

				3,001,385

Diversified Financial Services — 3.7%
Blackstone Holdings Finance Co. LLC, 6.625%, 8/15/2019 (5)(6)		350,000		389,434

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


		Marshall Funds

Corporate Income Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Diversified Financial Services (continued)
Harley-Davidson Funding Corp., 5.750%, 12/15/2014 (5)(6)		$ 750,000		$ 828,874
IPIC GMTN, Ltd., 5.000%, 11/15/2020 (5)(6)		1,000,000		1,035,000
Jefferies Group, Inc., 6.875%, 4/15/2021		500,000		560,060
Jefferies Group, Inc., 8.500%, 7/15/2019 (1)		350,000		423,067
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018 (1)		250,000		259,798

				3,496,233

Electric — 2.2%
Allegheny Energy Supply Co. LLC, 6.750%, 10/15/2039 (5)(6)		350,000		363,701
CenterPoint Energy Houston Electric LLC, 7.000%, 3/1/2014 (1)		250,000		285,603
Dubai Electricity & Water Authority, 8.500%, 4/22/2015 (1)(5)(6)		1,000,000		1,105,000
Progress Energy, Inc., 7.050%, 3/15/2019		250,000		311,168

				2,065,472

Environmental Control — 0.3%
Waste Management, Inc., 7.375%, 3/11/2019		250,000		318,165

Food — 2.0%
Corn Products International, Inc., 6.625%, 4/15/2037		750,000		848,515
Ralcorp Holdings, Inc., 6.625%, 8/15/2039		1,000,000		984,569

				1,833,084

Forest Products & Paper — 0.3%
International Paper Co., 8.700%, 6/15/2038		250,000		319,386

Healthcare-Products — 0.4%
Hospira, Inc., 6.400%, 5/15/2015		300,000		345,836

Healthcare-Services — 3.2%
DaVita, Inc., 6.375%, 11/1/2018		500,000		492,500
DaVita, Inc., 6.625%, 11/1/2020		750,000		738,750
Humana, Inc., 8.150%, 6/15/2038		850,000		1,099,042
Quest Diagnostics, Inc., 1.096%, 3/24/2014 (3)		500,000		503,272
Quest Diagnostics, Inc., 6.400%, 7/1/2017 (1)		150,000		178,823

				3,012,387

Holding Companies-Diversified — 1.1%
Sinochem Overseas Capital Co., Ltd., 6.300%, 11/12/2040 (5)(6)		1,000,000		988,761

Home Furnishings — 0.4%
Whirlpool Corp., 8.600%, 5/1/2014		300,000		344,244

Insurance — 9.1%
Aflac, Inc., 6.450%, 8/15/2040 (1)		500,000		490,471
Corporate Bonds & Notes (continued)

Insurance (continued)
Aflac, Inc., 6.900%, 12/17/2039		$ 295,000		$ 296,864
Aflac, Inc., 8.500%, 5/15/2019		300,000		372,951
American Financial Group, Inc., 9.875%, 6/15/2019		250,000		314,872
Berkshire Hathaway Finance Corp., 0.371%, 1/13/2012 (3)		500,000		500,236
Berkshire Hathaway, Inc., 0.986%, 8/15/2014 (3)		1,500,000		1,505,557
Berkshire Hathaway, Inc., 3.200%, 2/11/2015		100,000		105,567
Lincoln National Corp., 4.850%, 6/24/2021		1,000,000		988,799
Lincoln National Corp., 6.300%, 10/9/2037		250,000		251,645
Lincoln National Corp., 7.000%, 6/15/2040		500,000		542,783
Marsh & McLennan Cos., Inc., 9.250%, 4/15/2019		300,000		393,305
MetLife, Inc., 1.519%, 8/6/2013 (3)		1,250,000		1,258,882
MetLife, Inc., 5.875%, 2/6/2041		500,000		534,935
Prudential Financial, Inc., 5.625%, 5/12/2041		1,000,000		936,674

				8,493,541

Internet — 1.1%
Expedia, Inc., 5.950%, 8/15/2020 (1)		1,000,000		1,010,655

Iron/Steel — 1.6%
ArcelorMittal, 5.500%, 3/1/2021 (1)		500,000		490,416
ArcelorMittal, 7.000%, 10/15/2039		1,000,000		970,302

				1,460,718

Lodging — 2.5%
Hyatt Hotels Corp., 5.375%, 8/15/2021		1,000,000		1,021,205
Wyndham Worldwide Corp., 6.000%, 12/1/2016		500,000		529,153
Wyndham Worldwide Corp., 7.375%, 3/1/2020		750,000		833,857

				2,384,215

Machinery-Construction & Mining — 0.5%
Caterpillar, Inc., 0.398%, 11/21/2012 (3)		500,000		500,584

Media — 2.0%
CBS Corp., 8.875%, 5/15/2019 (1)		250,000		323,350
DirecTV Holdings LLC, 6.000%, 8/15/2040		500,000		528,620
NBCUniversal Media LLC, 6.400%, 4/30/2040 (5)(6)		500,000		568,595
Time Warner Entertainment Co. LP, 10.150%, 5/1/2012		200,000		212,104
Viacom, Inc., 6.125%, 10/5/2017		250,000		288,942

				1,921,611

Mining — 3.3%
Alcoa, Inc., 6.150%, 8/15/2020 (1)		1,000,000		1,049,345
Kinross Gold Corp., 6.875%, 9/1/2041 (5)(6)		1,000,000		1,009,731
Rio Tinto Finance USA, Ltd., 8.950%, 5/1/2014 (1)		300,000		360,072

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

August 31, 2011


Schedules of Investments

Corporate Income Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Mining (continued)
Rio Tinto Finance USA, Ltd., 9.000%, 5/1/2019		$ 100,000		$ 136,678
Teck Resources, Ltd., 6.250%, 7/15/2041		500,000		531,842

				3,087,668

Oil & Gas — 8.4%
Anadarko Petroleum Corp., 6.450%, 9/15/2036		1,000,000		1,074,500
Chesapeake Energy Corp., 6.625%, 8/15/2020 (1)		1,000,000		1,050,000
Hess Corp., 8.125%, 2/15/2019 (1)		300,000		391,923
Nabors Industries, Inc., 4.625%, 9/15/2021 (5)(6)		1,000,000		995,981
Nabors Industries, Inc., 9.250%, 1/15/2019		250,000		317,457
Pride International, Inc., 6.875%, 8/15/2020		1,000,000		1,197,254
Rowan Cos., Inc., 5.000%, 9/1/2017		1,000,000		1,060,518
Talisman Energy, Inc., 7.750%, 6/1/2019		300,000		377,725
Valero Energy Corp., 6.625%, 6/15/2037		1,000,000		1,077,487
Valero Energy Corp., 9.375%, 3/15/2019 (1)		250,000		325,296

				7,868,141

Oil & Gas Services — 1.1%
Weatherford International, Ltd., 6.750%, 9/15/2040 (1)		500,000		547,729
Weatherford International, Ltd., 9.625%, 3/1/2019 (1)		250,000		336,059
Weatherford International, Ltd., 9.875%, 3/1/2039		100,000		145,065

				1,028,853

Packaging & Containers — 2.4%
Ball Corp., 5.750%, 5/15/2021		500,000		497,500
Ball Corp., 6.625%, 3/15/2018		750,000		772,500
Ball Corp., 7.125%, 9/1/2016		350,000		378,000
Bemis Co., Inc., 6.800%, 8/1/2019		500,000		597,964

				2,245,964

Pharmaceuticals — 2.4%
Endo Pharmaceuticals Holdings, Inc., 7.000%, 12/15/2020 (5)(6)		1,000,000		1,027,500
Endo Pharmaceuticals Holdings, Inc., 7.250%, 1/15/2022 (1)(5)(6)		500,000		512,500
Express Scripts, Inc., 6.250%, 6/15/2014		250,000		278,597
McKesson Corp., 7.500%, 2/15/2019		350,000		450,934

				2,269,531

Pipelines — 3.6%
El Paso Pipeline Partners Operating Co. LLC, 7.500%, 11/15/2040		750,000		887,543
Energy Transfer Partners LP, 9.000%, 4/15/2019 (1)		250,000		307,366


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Pipelines (continued)
Enterprise Products Operating LLC, 5.700%, 2/15/2042		$ 500,000		$ 507,411
Enterprise Products Operating LLC, 6.450%, 9/1/2040		500,000		554,561
Kinder Morgan Energy Partners LP, 9.000%, 2/1/2019		150,000		194,340
Rockies Express Pipeline LLC, 6.875%, 4/15/2040 (5)(6)		1,000,000		972,752

				3,423,973

Real Estate Investment Trusts — 1.6%
HCP, Inc., 5.375%, 2/1/2021		1,000,000		1,020,661
Health Care REIT, Inc., 6.500%, 3/15/2041		500,000		487,319

				1,507,980

Retail — 3.5%
AutoZone, Inc., 5.750%, 1/15/2015 (1)		250,000		278,761
Best Buy Co., Inc., 5.500%, 3/15/2021		1,000,000		953,991
JC Penney Corp., Inc., 6.375%, 10/15/2036		350,000		297,500
JC Penney Corp., Inc., 7.125%, 11/15/2023		200,000		205,500
JC Penney Corp., Inc., 7.400%, 4/1/2037		800,000		748,000
Kohl’s Corp., 6.875%, 12/15/2037		150,000		182,353
Staples, Inc., 9.750%, 1/15/2014		250,000		293,191
TJX Cos., Inc., 6.950%, 4/15/2019		250,000		318,772

				3,278,068

Semiconductors — 2.3%
Applied Materials, Inc., 4.300%, 6/15/2021 (1)		1,000,000		1,046,693
Kla-Tencor Corp., 6.900%, 5/1/2018		100,000		116,500
Texas Instruments, Inc., 0.466%, 5/15/2013 (3)		1,000,000		1,002,561

				2,165,754

Telecommunications — 4.0%
Frontier Communications Corp., 8.125%, 10/1/2018		750,000		779,062
Frontier Communications Corp., 9.000%, 8/15/2031		1,000,000		957,000
Telecom Italia Capital SA, 7.721%, 6/4/2038		1,000,000		974,803
Windstream Corp., 7.000%, 3/15/2019 (1)		500,000		492,500
Windstream Corp., 8.625%, 8/1/2016		500,000		523,125

				3,726,490

Toys/Games/Hobbies — 0.9%
Mattel, Inc., 6.200%, 10/1/2040		750,000		822,452

Transportation — 0.3%
FedEx Corp., 8.000%, 1/15/2019 (1)		250,000		323,822

Total Corporate Bonds & Notes (identified cost $70,836,151)				75,607,478

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


		Marshall Funds

Corporate Income Fund (continued)


Description	Shares or Principal Amount		Value
Municipals — 0.6%

California — 0.6%
Metropolitan Water District of Southern California, 6.947%, 7/1/2040, Call 7/1/2020		$ 500,000		$ 564,135

Total Municipals (identified cost $500,000)				564,135

U.S. Government & U.S. Government Agency Obligations — 1.2%

U.S. Treasury Bonds & Notes — 1.2%
4.250%, 5/15/2039		1,000,000		1,122,813

Total U.S. Government & U.S. Government Agency Obligations (identified cost $987,541)				1,122,813

Short-Term Investments — 17.8%

Collateral Pool Investment for Securities on Loan — 11.9%

(See Note 2 of the Financial Statements)				11,173,255

Commercial Paper — 1.6%
John Deere Bank, 0.060%, 9/9/2011 (9)		1,500,000		1,499,980

Mutual Funds — 4.3%
Marshall Prime Money Market Fund, Class I, 0.119% (11)		4,018,890		4,018,890

Total Short-Term Investments (identified cost $16,692,125)				16,692,125

Total Investments — 111.7% (identified cost $99,839,237)				104,762,993
Other Assets and Liabilities — (11.7)%				(10,957,889	)

Total Net Assets — 100.0%				$ 93,805,104

Aggregate Bond Fund


Description	Principal Amount		Value
Asset-Backed Securities — 0.8%

Automobiles — 0.8%
SMART Trust/Australia, Class A2B, (Series 2011-1USA), 0.957%, 4/14/2013 (3)(5)(6)		$ 4,000,000		$ 4,000,516

Total Asset-Backed Securities (identified cost $4,000,000)				4,000,516

Collateralized Mortgage Obligations — 4.2%

Federal Home Loan Mortgage Corporation — 1.5%
0.507%, 1/15/2036, (Series 3102) (3)		1,235,419		1,233,919
0.607%, 10/15/2027, (Series 3780) (3)		2,310,856		2,309,509
0.957%, 7/15/2032, (Series 3652) (3)		3,359,237		3,386,760

				6,930,188

Federal National Mortgage Association — 1.6%
0.468%, 7/25/2035, (Series 2005-66) (3)		4,169,834		4,153,964
5.500%, 8/25/2034, (Series 2005-123)		3,000,000		3,314,259

				7,468,223


Description	Principal Amount		Value
Collateralized Mortgage Obligations (continued)

Private Sponsor — 1.1%
Chase Mortgage Finance Corp., Class 7A1, (Series 2007-A2), 5.758%, 7/25/2037 (3)		$ 2,082,976		$ 1,872,239
Holmes Master Issuer PLC, Class A2, (Series 2010-1A), 1.649%, 10/15/2054 (3)(5)(6)		3,000,000		2,999,136
Wells Fargo Mortgage Backed Securities Trust, Class 2A4, (Series 2006-AR8), 2.806%, 4/25/2036 (3)		473,462		412,149

				5,283,524

Total Collateralized Mortgage Obligations (identified cost $19,482,142)				19,681,935

Commercial Mortgage Securities — 2.8%

Private Sponsor — 2.8%
Banc of America Merrill Lynch Commercial Mortgage, Inc., Class A4, (Series 2007-1), 5.451%, 1/15/2049		2,000,000		2,131,246
Credit Suisse Mortgage Capital Certificates, Class A1, (Series 2007-TFLA), 0.277%, 2/15/2022 (3)(5)(6)		2,370,616		2,283,366
DBUBS Mortgage Trust, Class A2, (Series 2011-LC3A), 3.642%, 8/10/2044		1,600,000		1,638,379
JP Morgan Chase Commercial Mortgage Securities Corp., Class A3, (Series 2007-CB20), 5.819%, 2/12/2051		3,500,000		3,697,151
Lehman Brothers Commercial Mortgage Trust, Class A1, (Series 2007-LLFA), 0.507%, 6/15/2022 (3)(5)(6)		3,333,159		3,250,960

Total Commercial Mortgage Securities (identified cost $12,917,127)				13,001,102

Corporate Bonds & Notes — 42.2%

Advertising — 0.5%
WPP Finance UK, 8.000%, 9/15/2014		2,000,000		2,325,468

Auto Manufacturers — 0.9%
Volkswagen International Finance NV, 2.875%, 4/1/2016 (5)(6)		4,000,000		4,068,164

Banks — 15.2%
Abbey National Treasury Services PLC/London, 3.875%, 11/10/2014 (5)(6)		1,500,000		1,466,336
ANZ National Int’l, Ltd./London, 2.375%, 12/21/2012 (5)(6)		3,000,000		3,034,929
ANZ National Int’l, Ltd./New Zealand, 1.247%, 12/20/2013 (1)(3)(5)(6)		3,000,000		2,984,463
Banco Santander Chile, 2.875%, 11/13/2012 (5)(6)		2,000,000		2,016,432
Bank of America Corp., 1.673%, 1/30/2014 (1)(3)		2,500,000		2,388,190
Bank of America Corp., 3.750%, 7/12/2016 (1)		3,500,000		3,458,900

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

August 31, 2011


Schedules of Investments

Aggregate Bond Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Banks (continued)
Bank of America Corp., 5.650%, 5/1/2018		$ 1,000,000		$ 1,021,859
Bank of New York Mellon Corp., 5.125%, 8/27/2013		2,000,000		2,158,026
Bank of Nova Scotia, 2.900%, 3/29/2016 (1)		3,000,000		3,142,869
BB&T Corp., 3.850%, 7/27/2012		3,000,000		3,081,912
BNP Paribas, 1.146%, 1/10/2014 (3)		3,500,000		3,405,143
Credit Suisse/New York, 3.450%, 7/2/2012		3,000,000		3,062,769
Goldman Sachs Group, Inc., 5.250%, 7/27/2021 (1)		4,000,000		4,063,024
Goldman Sachs Group, Inc., 6.250%, 2/1/2041		1,000,000		986,944
HSBC Bank PLC, 1.625%, 7/7/2014 (5)(6)		3,500,000		3,544,688
JPMorgan Chase & Co., 3.150%, 7/5/2016 (1)		3,000,000		3,067,785
JPMorgan Chase & Co., 4.350%, 8/15/2021 (1)		3,500,000		3,618,443
National Australia Bank, Ltd., 0.966%, 4/11/2014 (3)(5)(6)		3,800,000		3,798,890
Nordea Bank AB, 1.750%, 10/4/2013 (5)(6)		4,000,000		3,965,944
Nordea Bank AB, 1.149%, 1/14/2014 (3)(5)(6)		1,400,000		1,407,788
Rabobank Nederland NV, 3.200%, 3/11/2015 (5)(6)		1,800,000		1,893,542
Santander U.S. Debt SA Unipersonal, 1.046%, 3/30/2012 (3)(5)(6)		2,500,000		2,493,978
Societe Generale, 1.570%, 12/13/2013 (3)(5)(6)		1,000,000		1,004,444
Societe Generale, 1.296%, 4/11/2014 (3)(5)(6)		800,000		752,995
Societe Generale, 5.200%, 4/15/2021 (1)(5)(6)		2,500,000		2,321,733
Westpac Banking Corp., 0.982%, 12/9/2013 (1)(3)		3,000,000		2,990,634
Westpac Banking Corp., 3.000%, 12/9/2015 (1)		4,000,000		4,091,944

				71,224,604

Biotechnology — 0.7%
Amgen, Inc., 5.650%, 6/15/2042		3,000,000		3,295,470

Building Materials — 1.0%
CRH America, Inc., 5.750%, 1/15/2021 (1)		4,500,000		4,751,204

Diversified Financial Services — 4.1%
American Honda Finance Corp., 6.700%, 10/1/2013 (5)(6)		2,000,000		2,216,714
Caterpillar Financial Services Corp., 2.050%, 8/1/2016 (1)		3,500,000		3,539,540
FUEL Trust, 3.984%, 6/15/2016 (5)(6)		3,000,000		2,994,465
General Electric Capital Corp., 4.375%, 9/16/2020 (1)		3,000,000		3,062,829


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Diversified Financial Services (continued)
Invesco, Ltd., 5.375%, 12/15/2014		$ 1,958,000		$ 2,161,757
MassMutual Global Funding II, 0.629%, 1/14/2014 (3)(5)(6)		3,000,000		3,002,658
Woodside Finance, Ltd., 4.600%, 5/10/2021 (1)(5)(6)		2,000,000		2,120,968

				19,098,931

Electric — 2.0%
Appalachian Power Co., 3.400%, 5/24/2015		2,000,000		2,121,326
Commonwealth Edison Co., 1.625%, 1/15/2014		3,500,000		3,535,203
Entergy Corp., 3.625%, 9/15/2015		3,500,000		3,558,649

				9,215,178

Electronics — 0.7%
Thermo Fisher Scientific, Inc., 3.600%, 8/15/2021 (1)		3,000,000		3,064,206

Healthcare-Products — 1.9%
Boston Scientific Corp., 6.000%, 1/15/2020 (1)		2,000,000		2,215,018
CareFusion Corp., 5.125%, 8/1/2014		3,000,000		3,303,243
DENTSPLY International, Inc., 2.750%, 8/15/2016 (1)		3,500,000		3,511,585

				9,029,846

Home Furnishings — 0.4%
Whirlpool Corp., 8.000%, 5/1/2012		2,000,000		2,088,780

Insurance — 1.9%
Berkshire Hathaway, Inc., 3.200%, 2/11/2015		1,500,000		1,583,501
Genworth Life Institutional Funding Trust, 5.875%, 5/3/2013 (5)(6)		1,000,000		1,024,223
Ohio National Financial Services, Inc., 6.625%, 5/1/2031 (5)(6)		3,000,000		3,215,094
Reinsurance Group of America, Inc., 5.000%, 6/1/2021 (1)		3,000,000		3,139,872

				8,962,690

Iron/Steel — 0.4%
ArcelorMittal, 5.375%, 6/1/2013		2,000,000		2,080,674

Media — 2.6%
NBCUniversal Media LLC, 5.150%, 4/30/2020		3,000,000		3,332,400
News America, Inc., 4.500%, 2/15/2021		4,000,000		4,122,548
Time Warner, Inc., 4.750%, 3/29/2021 (1)		2,500,000		2,689,937
Time Warner, Inc., 6.250%, 3/29/2041 (1)		2,000,000		2,227,890

				12,372,775

Mining — 0.7%
Barrick North America Finance LLC, 4.400%, 5/30/2021 (5)(6)		3,000,000		3,146,409

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


		Marshall Funds

Aggregate Bond Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Miscellaneous Manufacturing — 1.0%
Danaher Corp., 1.300%, 6/23/2014 (1)		$ 3,500,000		$ 3,554,054
Illinois Tool Works, Inc., 4.875%, 9/15/2041 (5)(6)		1,000,000		1,012,056

				4,566,110

Oil & Gas — 2.7%
CNOOC Finance 2011, Ltd., 4.250%, 1/26/2021 (1)(5)(6)		3,000,000		3,090,120
Devon Energy Corp., 5.600%, 7/15/2041		5,000,000		5,403,705
Reliance Holdings USA, Inc., 4.500%, 10/19/2020 (1)(5)(6)		2,500,000		2,392,442
Reliance Holdings USA, Inc., 6.250%, 10/19/2040 (5)(6)		2,000,000		1,935,344

				12,821,611

Pipelines — 1.3%
Enterprise Products Operating LLC, 5.700%, 2/15/2042		4,000,000		4,059,284
Kinder Morgan Energy Partners LP, 3.500%, 3/1/2016 (1)		2,000,000		2,073,342

				6,132,626

Real Estate — 0.6%
WEA Finance LLC, 4.625%, 5/10/2021 (5)(6)		3,000,000		2,928,048

Real Estate Investment Trusts — 0.7%
HCP, Inc., 5.375%, 2/1/2021 (1)		3,000,000		3,061,983

Telecommunications — 2.9%
AT&T, Inc., 5.100%, 9/15/2014 (1)		3,500,000		3,872,242
Deutsche Telekom International Finance BV, 3.125%, 4/11/2016 (5)(6)		3,500,000		3,582,443
Telefonica Emisiones SAU, 5.462%, 2/16/2021		3,000,000		2,906,826
Verizon Communications, Inc., 4.600%, 4/1/2021 (1)		3,000,000		3,272,691

				13,634,202

Total Corporate Bonds & Notes (identified cost $192,312,589)				197,868,979

Municipals — 1.8%

Georgia — 0.7%
Municipal Electric Authority of Georgia, 6.655%, 4/1/2057		3,015,000		3,020,668

Illinois — 1.1%
State of Illinois, 5.877%, 3/1/2019		2,000,000		2,140,600
State of Illinois, 6.200%, 7/1/2021		3,000,000		3,180,600

				5,321,200

Total Municipals (identified cost $7,972,825)				8,341,868


Description	Principal Amount		Value
U.S. Government & U.S. Government Agency Obligations — 17.3%

U.S. Treasury Bonds & Notes — 17.3%
0.375%, 8/31/2012 (1)		$15,000,000		$ 15,036,915
0.375%, 10/31/2012 (1)		10,000,000		10,026,960
1.125%, 6/15/2013 (1)		15,000,000		15,250,755
1.500%, 12/31/2013 (1)		10,000,000		10,296,100
2.125%, 8/15/2021 (1)		20,000,000		19,834,340
3.750%, 8/15/2041 (1)		5,000,000		5,144,530
4.375%, 5/15/2041 (1)		5,000,000		5,731,230

Total U.S. Government & U.S. Government Agency Obligations (identified cost $80,931,051)				81,320,830

U.S. Government Agency-Mortgage Securities — 30.2%

Federal Home Loan Mortgage Corporation — 3.9%
4.500%, 5/1/2039 (1)		3,193,621		3,399,935
4.500%, 2/1/2041 (1)		3,423,822		3,619,596
4.500%, 9/15/2041 (4)		5,000,000		5,278,125
5.000%, 12/1/2022		448,240		483,448
6.000%, 1/1/2038		1,846,808		2,046,642
6.000%, 2/1/2038 (1)		3,236,068		3,593,307

				18,421,053

Federal National Mortgage Association — 26.3%
3.017%, 3/1/2041 (3)		1,237,531		1,289,116
3.034%, 8/1/2041 (3)		1,250,000		1,306,250
3.112%, 5/1/2041 (3)		1,213,882		1,260,490
3.228%, 5/1/2041 (3)		1,190,392		1,244,305
3.500%, 2/1/2026 (1)		4,812,825		5,032,454
4.000%, 2/1/2041 (1)(4)		10,596,781		11,001,885
4.000%, 9/15/2041 (4)		27,000,000		27,987,201
4.500%, 6/1/2039 (1)		3,497,104		3,726,829
4.500%, 6/1/2039 (1)		3,885,503		4,112,817
4.500%, 9/1/2039 (1)		3,414,900		3,614,682
4.500%, 8/1/2041 (1)		1,988,482		2,104,814
4.500%, 9/14/2041 (4)		7,000,000		7,397,852
5.000%, 7/1/2022		2,461,135		2,657,912
5.000%, 10/1/2035 (1)		4,709,627		5,094,983
5.000%, 2/1/2036 (1)		5,644,469		6,102,788
5.000%, 9/15/2041 (4)		8,000,000		8,618,752
5.500%, 5/1/2037 (1)		5,756,378		6,310,700
5.500%, 12/1/2039 (1)		2,720,440		2,982,410
5.500%, 9/14/2041 (4)		11,000,000		12,024,375
6.000%, 9/15/2041 (4)		8,000,000		8,856,256
6.500%, 11/1/2037		481,426		533,594

				123,260,465

Total U.S. Government Agency-Mortgage Securities
(identified cost $138,177,303)				141,681,518

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

August 31, 2011


Schedules of Investments

Aggregate Bond Fund (continued)


Description	Principal Amount		Value
Short-Term Investments — 56.4%

Collateral Pool Investment for Securities on Loan — 42.8%

(See Note 2 of the Financial Statements)				$ 201,142,668

Repurchase Agreement — 13.6%
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $63,823,361 on 9/1/2011, collateralized by U.S. Government Agency Obligations with various maturities to 6/15/2035, with a market value of $65,099,744 (at amortized cost)		$63,823,272		63,823,272

Total Short-Term Investments (identified cost $264,965,940)				264,965,940

Total Investments — 155.7% (identified cost $720,758,977)				730,862,688
Other Assets and Liabilities — (55.7)%				(261,470,462	)

Total Net Assets — 100.0%				$469,392,226

Core Plus Bond Fund


Description	Principal Amount		Value
Asset-Backed Securities — 9.8%

Automobiles — 9.8%
Capital Auto Receivables Asset Trust, Class A4, (Series 2008-2), 5.420%, 12/15/2014		$1,000,000		$ 1,030,274
CarMax Auto Owner Trust, Class A4A, (Series 2008-1), 4.790%, 2/15/2013		270,408		273,790
Ford Credit Auto Owner Trust, Class A4, (Series 2009-B), 4.500%, 7/15/2014		605,000		633,670
Ford Credit Auto Owner Trust, Class A4A, (Series 2008-B), 4.950%, 3/15/2013		792,980		803,989
Ford Credit Auto Owner Trust, Class A4A, (Series 2008-C), 5.160%, 4/15/2013		3,441,572		3,502,126
Harley-Davidson Motorcycle Trust, Class A4, (Series 2008-1), 4.900%, 12/15/2013		783,049		797,376
Honda Auto Receivables Owner Trust, Class A4, (Series 2008-1), 4.880%, 9/18/2014		792,062		793,694
Nissan Auto Receivables Owner Trust, Class A3, (Series 2009-1), 5.000%, 9/15/2014		879,880		895,485
Nissan Auto Receivables Owner Trust, Class A3, (Series 2009-A), 3.200%, 2/15/2013		226,570		228,097
Nissan Auto Receivables Owner Trust, Class A4, (Series 2007-B), 5.160%, 3/17/2014		351,841		355,684
USAA Auto Owner Trust, Class A3, (Series 2009-1), 3.020%, 6/15/2013		214,695		215,607


Description	Principal Amount		Value
Asset-Backed Securities (continued)

Automobiles (continued)
USAA Auto Owner Trust, Class A4, (Series 2008-2), 5.160%, 11/15/2013		$1,215,916		$ 1,229,711

Total Asset-Backed Securities (identified cost $10,816,400)				10,759,503

Commercial Mortgage Securities — 1.4%

Private Sponsor — 1.4%
Bear Stearns Commercial Mortgage Securities, Class A4, (Series 2007-T28), 5.742%, 9/11/2042 (3)		500,000		559,035
JP Morgan Chase Commercial Mortgage Securities Corp., Class A2, (Series 2005-CB13), 5.247%, 1/12/2043		943,710		941,956

Total Commercial Mortgage Securities (identified cost $1,223,619)				1,500,991

Corporate Bonds & Notes — 60.5%

Agriculture — 2.7%
Altria Group, Inc., 10.200%, 2/6/2039		250,000		364,712
Bunge, Ltd. Finance Corp., 8.500%, 6/15/2019 (1)		500,000		638,822
Lorillard Tobacco Co., 8.125%, 5/1/2040		1,000,000		1,137,093
Reynolds American, Inc., 7.750%, 6/1/2018		650,000		792,845

				2,933,472

Banks — 6.8%
BanColombia SA, 5.950%, 6/3/2021 (5)(6)		750,000		776,250
Discover Bank, 7.000%, 4/15/2020		1,000,000		1,089,882
Goldman Sachs Group, Inc., 6.750%, 10/1/2037		750,000		714,032
Goldman Sachs Group, Inc., 7.500%, 2/15/2019 (1)		700,000		800,827
JPMorgan Chase & Co., 0.964%, 2/26/2013 (3)		500,000		501,453
JPMorgan Chase & Co., 4.625%, 5/10/2021		1,500,000		1,556,839
Morgan Stanley, 5.500%, 7/28/2021 (1)		1,500,000		1,500,474
National Agricultural Cooperative Federation, 4.250%, 1/28/2016 (5)(6)		500,000		516,138

				7,455,895

Beverages — 0.9%
Anheuser-Busch InBev Worldwide, Inc., 0.802%, 1/27/2014 (3)		1,000,000		1,007,098

Chemicals — 1.2%
Braskem Finance, Ltd., 5.750%, 4/15/2021 (5)(6)		500,000		505,000
Dow Chemical Co., 9.400%, 5/15/2039		500,000		781,700

				1,286,700

Computers — 1.2%
Hewlett-Packard Co., 0.719%, 5/30/2014 (1)(3)		750,000		745,219

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


		Marshall Funds

Core Plus Bond Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Computers (continued)
International Business Machines Corp., 0.277%, 6/15/2012 (3)		$ 500,000		$ 500,463

				1,245,682

Diversified Financial Services — 3.1%
Blackstone Holdings Finance Co. LLC, 6.625%, 8/15/2019 (5)(6)		400,000		445,068
Harley-Davidson Funding Corp., 5.750%, 12/15/2014 (1)(5)(6)		600,000		663,099
IPIC GMTN, Ltd., 5.000%, 11/15/2020 (5)(6)		1,000,000		1,035,000
Jefferies Group, Inc., 6.875%, 4/15/2021		500,000		560,060
Jefferies Group, Inc., 8.500%, 7/15/2019 (1)		350,000		423,067
Merrill Lynch & Co., Inc., 6.875%, 4/25/2018 (1)		250,000		259,798

				3,386,092

Electric — 1.8%
Allegheny Energy Supply Co. LLC, 6.750%, 10/15/2039 (5)(6)		250,000		259,786
CenterPoint Energy Houston Electric LLC, 7.000%, 3/1/2014 (1)		250,000		285,603
Dubai Electricity & Water Authority, 8.500%, 4/22/2015 (5)(6)		1,000,000		1,105,000
Progress Energy, Inc., 7.050%, 3/15/2019		250,000		311,168

				1,961,557

Environmental Control — 0.3%
Waste Management, Inc., 7.375%, 3/11/2019		250,000		318,165

Food — 1.4%
Corn Products International, Inc., 6.625%, 4/15/2037		500,000		565,677
Ralcorp Holdings, Inc., 6.625%, 8/15/2039		1,000,000		984,569

				1,550,246

Forest Products & Paper — 0.3%
International Paper Co., 8.700%, 6/15/2038		250,000		319,386

Healthcare-Products — 0.5%
Hospira, Inc., 6.400%, 5/15/2015		500,000		576,393

Healthcare-Services — 2.2%
DaVita, Inc., 6.375%, 11/1/2018 (1)		500,000		492,500
DaVita, Inc., 6.625%, 11/1/2020		500,000		492,500
Humana, Inc., 8.150%, 6/15/2038		500,000		646,495
Quest Diagnostics, Inc., 1.096%, 3/24/2014 (3)		500,000		503,272
Quest Diagnostics, Inc., 6.400%, 7/1/2017 (1)		250,000		298,039

				2,432,806
Corporate Bonds & Notes (continued)

Holding Companies-Diversified — 0.9%
Sinochem Overseas Capital Co., Ltd., 6.300%, 11/12/2040 (5)(6)		$1,000,000		$ 988,761

Home Furnishings — 0.8%
Whirlpool Corp., 8.600%, 5/1/2014		700,000		803,237

Insurance — 5.2%
Aflac, Inc., 8.500%, 5/15/2019		700,000		870,219
American Financial Group, Inc., 9.875%, 6/15/2019		250,000		314,872
Berkshire Hathaway, Inc., 0.986%, 8/15/2014 (3)		1,000,000		1,003,705
Lincoln National Corp., 7.000%, 6/15/2040		1,000,000		1,085,567
Marsh & McLennan Cos., Inc., 9.250%, 4/15/2019		350,000		458,856
MetLife, Inc., 1.519%, 8/6/2013 (3)		500,000		503,553
MetLife, Inc., 5.875%, 2/6/2041		500,000		534,935
Prudential Financial, Inc., 5.625%, 5/12/2041		1,000,000		936,674

				5,708,381

Internet — 0.9%
Expedia, Inc., 5.950%, 8/15/2020 (1)		1,000,000		1,010,655

Iron/Steel — 2.0%
ArcelorMittal, 5.500%, 3/1/2021 (1)		750,000		735,625
ArcelorMittal, 7.000%, 10/15/2039		1,000,000		970,302
Hyundai Steel Co., 4.625%, 4/21/2016 (5)(6)		500,000		512,441

				2,218,368

Lodging — 0.9%
Wyndham Worldwide Corp., 6.000%, 12/1/2016		400,000		423,322
Wyndham Worldwide Corp., 7.375%, 3/1/2020		500,000		555,905

				979,227

Machinery-Construction & Mining — 0.9%
Caterpillar, Inc., 0.398%, 11/21/2012 (3)		1,000,000		1,001,167

Media — 1.1%
CBS Corp., 8.875%, 5/15/2019		500,000		646,699
Time Warner Entertainment Co. LP, 10.150%, 5/1/2012		250,000		265,131
Viacom, Inc., 6.125%, 10/5/2017		250,000		288,942

				1,200,772

Mining — 3.2%
Alcoa, Inc., 6.150%, 8/15/2020 (1)		1,000,000		1,049,345
Kinross Gold Corp., 6.875%, 9/1/2041 (5)(6)		500,000		504,865
Rio Tinto Finance USA, Ltd., 8.950%, 5/1/2014		350,000		420,084
Rio Tinto Finance USA, Ltd., 9.000%, 5/1/2019		400,000		546,712
Teck Resources, Ltd., 6.250%, 7/15/2041		750,000		797,763

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

August 31, 2011


Schedules of Investments

Core Plus Bond Fund (continued)


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Mining (continued)
Vale Overseas, Ltd., 6.875%, 11/10/2039		$ 125,000		$ 143,713

				3,462,482

Oil & Gas — 5.1%
Chesapeake Energy Corp., 6.625%, 8/15/2020		1,000,000		1,050,000
Ecopetrol SA, 7.625%, 7/23/2019		500,000		611,250
Hess Corp., 8.125%, 2/15/2019 (1)		250,000		326,602
Nabors Industries, Inc., 9.250%, 1/15/2019		250,000		317,457
Nexen, Inc., 7.500%, 7/30/2039		250,000		291,071
Pride International, Inc., 7.875%, 8/15/2040		1,000,000		1,272,811
Rowan Cos., Inc., 5.000%, 9/1/2017		500,000		530,259
Talisman Energy, Inc., 7.750%, 6/1/2019		700,000		881,358
Valero Energy Corp., 9.375%, 3/15/2019		250,000		325,297

				5,606,105

Oil & Gas Services — 0.8%
Weatherford International, Ltd., 6.750%, 9/15/2040 (1)		500,000		547,729
Weatherford International, Ltd., 9.625%, 3/1/2019 (1)		250,000		336,059

				883,788

Packaging & Containers — 1.9%
Ball Corp., 6.625%, 3/15/2018 (1)		1,000,000		1,030,000
Ball Corp., 7.125%, 9/1/2016		150,000		162,000
Bemis Co., Inc., 6.800%, 8/1/2019		750,000		896,947

				2,088,947

Pharmaceuticals — 3.0%
Endo Pharmaceuticals Holdings, Inc., 7.000%, 12/15/2020 (5)(6)		1,500,000		1,541,250
Endo Pharmaceuticals Holdings, Inc., 7.250%, 1/15/2022 (5)(6)		500,000		512,500
Express Scripts, Inc., 6.250%, 6/15/2014		500,000		557,195
McKesson Corp., 7.500%, 2/15/2019		350,000		450,934
Teva Pharmaceutical Finance III LLC, 0.647%, 12/19/2011 (3)		250,000		250,251

				3,312,130

Pipelines — 2.5%
El Paso Pipeline Partners Operating Co. LLC, 7.500%, 11/15/2040		750,000		887,543
Energy Transfer Partners LP, 9.000%, 4/15/2019 (1)		250,000		307,366
Enterprise Products Operating LLC, 5.700%, 2/15/2042		500,000		507,410
Kinder Morgan Energy Partners LP, 9.000%, 2/1/2019		250,000		323,900


Description	Principal Amount		Value
Corporate Bonds & Notes (continued)

Pipelines (continued)
Rockies Express Pipeline LLC, 6.875%, 4/15/2040 (5)(6)		$ 750,000		$ 729,564

				2,755,783

Real Estate Investment Trusts — 0.9%
HCP, Inc., 5.375%, 2/1/2021		500,000		510,330
Health Care REIT, Inc., 6.500%, 3/15/2041		500,000		487,320

				997,650

Retail — 2.5%
AutoZone, Inc., 5.750%, 1/15/2015 (1)		250,000		278,761
Best Buy Co., Inc., 5.500%, 3/15/2021		1,000,000		953,991
JC Penney Corp., Inc., 7.125%, 11/15/2023 (1)		300,000		308,250
JC Penney Corp., Inc., 7.400%, 4/1/2037		1,000,000		935,000
Staples, Inc., 9.750%, 1/15/2014		250,000		293,191

				2,769,193

Semiconductors — 1.0%
Kla-Tencor Corp., 6.900%, 5/1/2018		100,000		116,500
Texas Instruments, Inc., 0.466%, 5/15/2013 (3)		1,000,000		1,002,561

				1,119,061

Sovereign — 1.0%
Korea Expressway Corp., 4.500%, 3/23/2015 (5)(6)		500,000		524,587
MDC-GMTN B.V., 5.500%, 4/20/2021 (5)(6)		500,000		534,811

				1,059,398

Telecommunications — 2.7%
Frontier Communications Corp., 8.125%, 10/1/2018 (1)		500,000		519,375
Frontier Communications Corp., 9.000%, 8/15/2031 (1)		1,000,000		957,000
Telecom Italia Capital SA, 7.721%, 6/4/2038		500,000		487,401
Windstream Corp., 7.000%, 3/15/2019 (1)		500,000		492,500
Windstream Corp., 8.625%, 8/1/2016		500,000		523,125

				2,979,401

Toys/Games/Hobbies — 0.5%
Mattel, Inc., 6.200%, 10/1/2040		500,000		548,301

Transportation — 0.3%
FedEx Corp., 8.000%, 1/15/2019		250,000		323,822

Total Corporate Bonds & Notes (identified cost $60,934,765)				66,290,121

Municipals — 0.3%

California — 0.3%
Metropolitan Water District of Southern California, 6.947%, 7/1/2040, Call 7/1/2020		300,000		338,481

Total Municipals (identified cost $300,000)				338,481

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


		Marshall Funds

Core Plus Bond Fund (continued)


Description	Shares or Principal Amount		Value
U.S. Government & U.S. Government Agency Obligations — 4.4%

U.S. Treasury Bonds & Notes — 4.4%
1.750%, 1/15/2028		$1,616,235		$ 1,865,993
2.000%, 4/15/2012		1,112,400		1,129,173
2.125%, 1/15/2019		1,577,055		1,855,257

Total U.S. Government & U.S. Government Agency Obligations (identified cost $4,412,034)				4,850,423

U.S. Government Agency-Mortgage Securities — 15.8%

Federal Home Loan Mortgage Corporation — 1.9%
4.000%, 3/1/2041		985,880		1,023,338
5.000%, 2/1/2039		980,448		1,055,737

				2,079,075

Federal National Mortgage Association — 4.5%
4.000%, 2/1/2041		1,970,097		2,045,412
4.000%, 2/1/2041		1,717,071		1,782,713
6.000%, 12/1/2038		448,613		497,295
6.500%, 10/1/2037		479,886		541,110

				4,866,530

Government National Mortgage Association — 9.4%
4.000%, 10/15/2040		1,463,303		1,551,007
4.000%, 12/15/2040		2,471,178		2,619,291
4.000%, 4/15/2041		1,977,545		2,096,072
5.500%, 8/20/2038		1,538,280		1,694,129
5.500%, 2/15/2039		655,201		731,717
6.000%, 10/15/2038		267,500		301,530
6.000%, 12/15/2038		759,861		856,527
6.000%, 1/15/2039		385,162		434,160

				10,284,433

Total U.S. Government Agency-Mortgage Securities
(identified cost $16,450,949)				17,230,038

Short-Term Investments — 18.3%

Collateral Pool Investment for Securities on Loan — 10.6%

(See Note 2 of the Financial Statements)				11,658,431

Commercial Paper — 1.4%
John Deere Bank, 0.060%, 9/9/2011 (9)		1,500,000		1,499,980

Mutual Funds — 6.3%
Marshall Prime Money Market Fund, Class I, 0.119% (11)		6,903,852		6,903,852

Total Short-Term Investments (identified cost $20,062,263)				20,062,263

Total Investments — 110.5% (identified cost $114,200,030)				121,031,820
Other Assets and Liabilities — (10.5)%				(11,513,188	)

Total Net Assets — 100.0%				$109,518,632

Government Money Market Fund


Description	Principal Amount		Value
Municipals — 23.9%

Arizona — 3.5%
Maricopa County Industrial Development Authority, FNMA, 0.200%, 9/15/2035, Call 9/15/2011 (3)		$ 17,580,000		$ 17,580,000

California — 11.8%
California Statewide Communities Development Authority, FNMA, 0.220%, 12/15/2037, Call 9/15/2011 (3)(7)		19,000,000		19,000,000
Puttable Floating Option Tax-Exempt Receipts, FHLMC, 0.310%, 4/1/2044, Call 12/1/2018 (3)(7)		4,980,000		4,980,000
San Francisco City & County Redevelopment Agency, FNMA, 0.160%, 6/15/2034, Call 9/15/2011 (3)(7)		16,100,000		16,100,000
Santa Cruz Redevelopment Agency, FNMA, 0.200%, 8/15/2035, Call 9/15/2011 (3)(7)		19,000,000		19,000,000

				59,080,000

Federal Home Loan Mortgage Corporation — 3.8%
Federal Home Loan Mortgage Corp., 0.270%, 7/15/2050, Call 9/1/2011 (3)(7)		19,040,000		19,040,000

Georgia — 2.0%
Puttable Floating Option Tax-Exempt Receipts, FHLMC, 0.310%, 9/1/2048, Call 3/1/2022 (3)(7)		10,135,000		10,135,000

Maryland — 2.8%
Prince Georges County Housing Authority, FHLMC, 0.260%, 2/1/2040, Call 9/1/2011 (3)(7)		13,900,000		13,900,000

Total Municipals				119,735,000

Repurchase Agreements — 51.0%
Agreement with Barclays Capital, Inc., 0.030%, dated 8/31/2011, to be repurchased at $50,000,042 on 9/1/2011, collateralized by a U.S. Government Treasury Obligation with a maturity of 4/15/2015, with a market value of $51,000,032		50,000,000		50,000,000
Agreement with Cantor Fitzgerald, Inc., 1.000%, dated 8/31/2011, to be repurchased at $5,000,139 on 9/1/2011, collateralized by U.S. Government Agency Obligations with various maturities to 4/25/2036, with a market value of $5,100,000		5,000,000		5,000,000

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

August 31, 2011


Schedules of Investments

Government Money Market Fund (continued)


Description	Principal Amount		Value
Repurchase Agreements (continued)
Agreement with Deutsche Bank Alex Brown, Inc., 0.070%, dated 8/31/2011, to be repurchased at $110,000,214 on 9/1/2011, collateralized by U.S. Government Agency Obligations with various maturities to 11/1/2040, with a market value of $112,200,000		$110,000,000		$ 110,000,000
Agreement with Fixed Income Clearing Corp., 0.010%, dated 8/31/2011, to be repurchased at $16,073,628 on 9/1/2011, collateralized by a U.S. Government Treasury Obligation with a maturity of 8/31/2018, with a market value of $16,400,000		16,073,624		16,073,624
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $74,000,103 on 9/1/2011, collateralized by U.S. Government Agency Obligations with various maturities to 6/15/2035, with a market value of $75,480,667		74,000,000		74,000,000

Total Repurchase Agreements				255,073,624

U.S. Government & U.S. Government Agency Obligations — 22.6%

Federal Farm Credit Bank — 0.9%
0.090%, 9/8/2011 (9)		4,249,000		4,248,926

Federal Home Loan Bank — 11.0%
0.155%, 2/10/2012 (3)		20,000,000		19,997,188
0.216%, 10/13/2011 (3)		20,000,000		20,002,482
0.330%, 8/10/2012		10,000,000		10,000,000
0.440%, 8/28/2012		5,000,000		5,000,000

				54,999,670

Federal Home Loan Mortgage Corporation — 4.6%
0.210%, 12/1/2011 (9)		3,110,000		3,108,349
0.220%, 10/12/2012 (3)		20,000,000		20,000,000

				23,108,349

Federal National Mortgage Association — 6.1%
0.136%, 1/3/2012 (9)		5,746,000		5,743,308
0.240%, 9/17/2012 (3)		15,000,000		14,996,808
0.250%, 1/10/2013 (3)		10,000,000		10,009,632

				30,749,748

Total U.S. Government & U.S. Government Agency Obligations				113,106,693

Total Investments — 97.5% (at amortized cost)				487,915,317
Other Assets and Liabilities — 2.5%				12,493,888

Total Net Assets — 100.0%				$500,409,205

Tax-Free Money Market Fund


Description	Principal Amount		Value
Municipals — 100.3%

Alabama — 5.3%
Bessemer Governmental Utility Services Corp., 0.310%, 6/1/2015 (3)		$ 5,085,000		$ 5,085,000
Chatom Industrial Development Board, 0.750%, 8/1/2037, Call 2/1/2012 (3)		8,500,000		8,500,000
Chatom Industrial Development Board, 1.000%, 11/15/2011 (3)		2,355,000		2,355,000
Chatom Industrial Development Board, 1.000%, 12/1/2024, Call 12/1/2011 (3)		8,000,000		8,000,000
City of Gardendale, 0.290%, 10/1/2032, Call 9/1/2011 (3)		1,465,000		1,465,000
City of Gardendale, 0.290%, 10/1/2032, Call 9/1/2011 (3)		1,584,000		1,584,000
City of Gardendale, 0.290%, 10/1/2032, Call 9/1/2011 (3)		3,200,000		3,200,000
Mobile Industrial Development Board, 0.750%, 8/22/2012 (3)		15,000,000		15,000,000

				45,189,000

Arizona — 4.5%
Puttable Floating Option Tax-Exempt Receipts, 0.370%, 2/1/2042, Call 2/1/2013 (3)(5)(6)		13,840,000		13,840,000
Puttable Floating Option Tax-Exempt Receipts, 0.470%, 2/1/2042, Call 2/1/2013 (3)		25,065,000		25,065,000

				38,905,000

California — 5.4%
California School Cash Reserve Program Authority, 2.500%, 1/31/2012		10,000,000		10,061,468
California Statewide Communities Development Authority, 0.170%, 11/15/2038, Call 9/1/2011 (3)		8,750,000		8,750,000
County of Riverside, 2.000%, 10/12/2011		8,000,000		8,011,876
Fontana Unified School District, 0.310%, 2/1/2016 (3)		3,765,000		3,765,000
State of California, 0.260%, 3/1/2035, Call 3/1/2016 (3)		12,250,000		12,250,000
Sweetwater Union High School District, 0.310%, 8/1/2013 (3)		3,620,000		3,620,000

				46,458,344

Colorado — 3.6%
Colorado Health Facilities Authority, 0.420%, 8/1/2034, Call 9/26/2011 (3)		4,545,000		4,545,000
Colorado Health Facilities Authority, 0.420%, 8/1/2034, Call 9/26/2011 (3)		3,645,000		3,645,000

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


		Marshall Funds

Tax-Free Money Market Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Colorado (continued)
Lincoln Park Metropolitan District, 7.750%, 12/1/2011		$ 2,000,000		$ 2,075,136
Puttable Floating Option Tax-Exempt Receipts, 0.470%, 12/1/2028 (3)		14,820,000		14,820,000
SCA Tax Exempt Trust, 0.440%, 1/1/2030 (3)		5,745,000		5,745,000

				30,830,136

Connecticut — 1.3%
Connecticut Housing Finance Authority, 0.140%, 11/15/2035, Call 9/1/2011 (3)		3,600,000		3,600,000
Connecticut Housing Finance Authority, 0.140%, 11/15/2036, Call 9/1/2011 (3)		7,405,000		7,405,000

				11,005,000

District of Columbia — 0.7%
District of Columbia, 0.340%, 10/1/2023, Call 9/1/2011 (3)		3,895,000		3,895,000
District of Columbia, 0.340%, 3/1/2026, Call 9/1/2011 (3)		1,940,000		1,940,000

				5,835,000

Florida — 3.7%
Collier County Health Facilities Authority, 0.190%, 12/1/2024, Call 9/1/2011 (3)		6,645,000		6,645,000
County of Brevard, 0.340%, 10/1/2019, Call 9/1/2011 (3)		2,240,000		2,240,000
County of St. Lucie, 0.140%, 9/1/2028, Call 9/1/2011 (3)		5,000,000		5,000,000
Florida State Board of Education, 5.000%, 7/1/2012		2,000,000		2,096,233
JP Morgan Chase Putters/Drivers Trust, 0.310%, 11/1/2015 (3)(5)(6)		3,700,000		3,700,000
JP Morgan Chase Putters/Drivers Trust, 0.310%, 4/1/2018 (3)(5)(6)		3,000,000		3,000,000
Orange County Industrial Development Authority, 0.340%, 10/1/2023, Call 9/1/2011 (3)		2,965,000		2,965,000
Palm Beach County School Board, 0.230%, 8/1/2026, Call 8/1/2016 (3)		6,000,000		6,000,000

				31,646,233

Georgia — 4.6%
Appling County Development Authority, 0.170%, 9/1/2029, Call 9/1/2011 (3)		6,300,000		6,300,000
Columbia County Development Authority, 0.290%, 8/1/2018, Call 9/1/2011 (3)		2,100,000		2,100,000
County of DeKalb, 0.510%, 4/1/2023 (3)(5)(6)		9,600,000		9,600,000
County of DeKalb, 0.560%, 10/1/2035, Call 10/1/2026 (3)(5)(6)		11,990,000		11,990,000


Description	Principal Amount		Value
Municipals (continued)

Georgia (continued)
Floyd County Development Authority, 0.170%, 7/1/2022, Call 9/1/2011 (3)		$ 2,200,000		$ 2,200,000
Rome-Floyd County Development Authority, 0.280%, 11/1/2011 (3)		3,500,000		3,500,000
Savannah Economic Development Authority, 0.200%, 1/1/2016, Call 9/1/2011 (3)		4,085,000		4,085,000

				39,775,000

Hawaii — 2.6%
Puttable Floating Option Tax-Exempt Receipts, 0.350%, 7/1/2024, Call 9/1/2011 (3)(5)(6)		22,610,000		22,610,000

Illinois — 3.7%
Illinois Finance Authority, 0.140%, 5/15/2035, Call 9/1/2011 (3)		5,120,000		5,120,000
Illinois Finance Authority, 0.260%, 7/1/2029, Call 7/1/2012 (3)		5,850,000		5,850,000
Illinois Finance Authority, 0.470%, 5/15/2037, Call 9/1/2011 (3)		9,840,000		9,840,000
JP Morgan Chase Putters/Drivers Trust, 0.310%, 6/1/2018 (3)(5)(6)		6,865,000		6,865,000
Phoenix Realty Special Account-U LP, 0.330%, 4/1/2020, Call 9/1/2011 (3)		4,075,000		4,075,000

				31,750,000

Indiana — 1.2%
Barclays Capital Municipal Trust Receipts, 0.310%, 4/1/2030 (3)(5)(6)		7,770,000		7,770,000
Indiana Development Finance Authority, 0.300%, 1/1/2021, Call 9/1/2011 (3)		2,400,000		2,400,000

				10,170,000

Iowa — 2.8%
Iowa Finance Authority, 0.280%, 6/1/2036, Call 9/1/2011 (3)		21,000,000		21,000,000
Iowa Finance Authority, 0.470%, 11/1/2042, Call 9/1/2011 (3)		3,375,000		3,375,000

				24,375,000

Kansas — 1.3%
City of Burlington, 0.550%, 9/20/2011		7,695,000		7,695,000
City of Burlington, 0.550%, 9/20/2011		3,600,000		3,600,000

				11,295,000

Kentucky — 3.6%
County of Mason, 0.700%, 10/15/2014, Call 9/7/2011 (3)		15,400,000		15,400,000
County of Mason, 0.700%, 10/15/2014, Call 9/7/2011 (3)		9,925,000		9,925,000

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

August 31, 2011


Schedules of Investments

Tax-Free Money Market Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Kentucky (continued)
Hancock County, 0.310%, 7/1/2012 (3)		$ 1,685,000		$ 1,685,000
Hancock County, 0.310%, 7/1/2012 (3)		1,000,000		1,000,000
Hardin County Water District No. 1, 0.280%, 9/1/2022, Call 9/1/2011 (3)		3,280,000		3,280,000

				31,290,000

Louisiana — 1.4%
Louisiana Public Facilities Authority, 0.310%, 1/1/2022 (3)		1,665,000		1,665,000
Parish of St. James, 0.300%, 11/1/2039, Call 9/1/2011 (3)		10,000,000		10,000,000

				11,665,000

Maryland — 3.1%
Maryland Health & Higher Educational Facilities Authority, 0.470%, 7/1/2036, Call 9/21/2011 (3)		21,720,000		21,720,000
Montgomery County Housing Opportunites Commission, 0.230%, 7/1/2027, Call 9/1/2011 (3)		2,145,000		2,145,000
Montgomery County Housing Opportunites Commission, 0.230%, 7/1/2037, Call 9/1/2011 (3)		2,985,000		2,985,000

				26,850,000

Massachusetts — 3.2%
BB&T Municipal Trust, 0.300%, 10/1/2028 (3)(5)(6)		5,300,000		5,300,000
Massachusetts Development Finance Agency, 0.450%, 6/1/2034, Call 9/1/2011 (3)		6,500,000		6,500,000
Massachusetts Development Finance Agency, 0.450%, 1/1/2035, Call 9/1/2011 (3)		8,315,000		8,315,000
Massachusetts Development Finance Agency, 0.500%, 1/1/2026, Call 9/1/2011 (3)		6,395,000		6,395,000
Massachusetts Industrial Finance Agency, 0.310%, 12/1/2019, Call 9/7/2011 (3)		1,000,000		1,000,000

				27,510,000

Michigan — 1.6%
Michigan Strategic Fund, 0.270%, 2/1/2032, Call 9/1/2011 (3)		5,440,000		5,440,000
Michigan Strategic Fund, 0.420%, 11/15/2034, Call 9/1/2011 (3)		8,585,000		8,585,000

				14,025,000

Minnesota — 4.4%
City of Bloomington, 0.260%, 12/1/2015 (3)		3,310,000		3,310,000
City of Bloomington, 0.260%, 12/1/2015, Call 9/1/2011 (3)		3,405,000		3,405,000


Description	Principal Amount		Value
Municipals (continued)

Minnesota (continued)
City of Ramsey, 0.310%, 12/1/2023, Call 9/1/2011 (3)		$ 3,160,000		$ 3,160,000
SCA Tax Exempt Trust, 0.440%, 1/1/2030 (3)		6,675,000		6,675,000
Southern Minnesota Municipal Power Agency, 0.300%, 9/8/2011		6,000,000		6,000,000
Southern Minnesota Municipal Power Agency, 0.400%, 9/7/2011		15,000,000		15,000,000

				37,550,000

Mississippi — 1.8%
Claiborne County, 0.700%, 11/3/2011		5,000,000		5,000,000
Mississippi Business Finance Corp., 0.700%, 11/1/2011 (3)		10,000,000		10,000,000

				15,000,000

Missouri — 0.7%
City of Brentwood, 0.450%, 11/1/2023, Call 9/1/2011 (3)		6,000,000		6,000,000

Montana — 0.7%
City of Forsyth, 0.300%, 1/1/2018, Call 9/1/2011 (3)		6,000,000		6,000,000

Nebraska — 0.5%
Nebraska Educational Finance Authority, 0.130%, 7/1/2035, Call 9/1/2011 (3)		4,100,000		4,100,000
Nebraska Investment Finance Authority, 0.160%, 9/1/2031, Call 9/1/2011 (3)		600,000		600,000

				4,700,000

New Jersey — 0.7%
JP Morgan Chase Putters/Drivers Trust, 0.310%, 12/15/2013 (3)(5)(6)		2,775,000		2,775,000
Township of Mendham, 1.250%, 5/25/2012		3,054,900		3,062,854

				5,837,854

New York — 9.2%
Broome County Industrial Development Agency, 0.500%, 2/1/2029, Call 9/1/2011 (3)		3,635,000		3,635,000
Broome County Industrial Development Agency, 0.500%, 2/1/2029, Call 9/1/2011 (3)		2,000,000		2,000,000
Jefferson Central School District, 1.250%, 6/22/2012		8,085,000		8,098,492
New York State Housing Finance Agency, 0.400%, 11/1/2041, Call 9/1/2011 (3)		28,000,000		28,000,000
New York State Thruway Authority, 0.310%, 1/1/2014 (3)		4,995,000		4,995,000
Utica Industrial Development Agency, 0.360%, 7/15/2029, Call 9/1/2011 (3)		7,260,000		7,260,000
Worcester Central School District, 2.000%, 6/22/2012, Call 12/22/2011		24,570,000		24,656,052

				78,644,544

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


		Marshall Funds

Tax-Free Money Market Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

North Carolina — 0.2%
North Carolina Medical Care Commission, 0.290%, 2/1/2022, Call 9/1/2011 (3)		$ 2,000,000		$ 2,000,000

Ohio — 6.4%
City of Akron, 2.500%, 9/30/2011		3,000,000		3,002,229
City of Warrensville Heights, 2.750%, 2/2/2012		8,700,000		8,744,996
County of Erie, 0.350%, 8/15/2046, Call 10/3/2011 (3)		14,975,000		14,975,000
County of Lawrence, 0.280%, 11/1/2011 (3)		3,500,000		3,500,000
County of Warren, 0.370%, 9/1/2015 (3)		5,190,000		5,190,000
Ohio State Higher Educational Facility Commission, 0.260%, 1/15/2046, Call 1/15/2017 (3)		11,250,000		11,250,000
Puttable Floating Option Tax-Exempt Receipts, 0.370%, 4/1/2026 (3)		7,860,000		7,860,000

				54,522,225

Oklahoma — 0.4%
Oklahoma Industries Authority, 0.300%, 8/1/2018, Call 9/1/2011 (3)		1,100,000		1,100,000
Tulsa Industrial Authority, 0.390%, 11/1/2026, Call 9/1/2011 (3)		2,715,000		2,715,000

				3,815,000

Pennsylvania — 5.1%
Beaver County Industrial Development Authority, 0.130%, 4/1/2035, Call 9/1/2011 (3)		11,000,000		11,000,000
Delaware County Authority, 0.470%, 6/1/2037, Call 9/1/2011 (3)		9,800,000		9,800,000
JP Morgan Chase Putters/Drivers Trust, 0.310%, 6/1/2015 (3)(5)(6)		3,540,000		3,540,000
Luzerne County Industrial Development Authority, 0.500%, 2/1/2029, Call 9/1/2011 (3)		9,000,000		9,000,000
Reading School District, 0.310%, 1/15/2014 (3)		4,620,000		4,620,000
Westmoreland County Industrial Development Authority, 0.420%, 1/1/2036, Call 9/1/2011 (3)		5,450,000		5,450,000

				43,410,000

Puerto Rico — 0.7%
Puerto Rico Industrial Medical & Environmental Pollution Control Facilities Financing Authority, 0.950%, 3/1/2012 (3)		5,770,000		5,770,000


Description	Principal Amount		Value
Municipals (continued)

Rhode Island — 1.8%
Rhode Island Health & Educational Building Corp., 0.400%, 11/1/2036, Call 9/1/2011 (3)		$15,205,000		$ 15,205,000

South Carolina — 1.2%
County of York, 1.000%, 9/15/2024, Call 9/1/2011 (3)		5,000,000		5,000,000
South Carolina Jobs-Economic Development Authority, 0.310%, 6/1/2030, Call 9/1/2011 (3)		5,000,000		5,000,000

				10,000,000

South Dakota — 1.6%
South Dakota Housing Development Authority, 0.280%, 5/1/2048, Call 9/1/2011 (3)		7,240,000		7,240,000
South Dakota Housing Development Authority, 0.290%, 11/1/2048, Call 9/1/2011 (3)		6,600,000		6,600,000

				13,840,000

Texas — 2.2%
Atascosa County Industrial Development Corp., 0.350%, 6/30/2020, Call 9/1/2011 (3)		3,700,000		3,700,000
Dallam County Industrial Development Corp., 0.280%, 5/1/2039, Call 9/1/2011 (3)		2,800,000		2,800,000
Harris County Health Facilities Development Corp., 0.120%, 11/15/2047, Call 9/1/2011 (3)		4,415,000		4,415,000
Lower Neches Valley Authority Industrial Development Corp., 0.130%, 5/1/2022, Call 9/1/2011 (3)		2,600,000		2,600,000
Puttable Floating Option Tax-Exempt Receipts, 0.400%, 7/1/2030 (3)(5)(6)		5,110,000		5,110,000

				18,625,000

Utah — 0.6%
Utah Associated Municipal Power Systems, 0.310%, 4/1/2012 (3)		5,360,000		5,360,000

Vermont — 1.2%
Vermont Housing Finance Agency, 0.500%, 7/1/2037, Call 9/1/2011 (3)		10,000,000		10,000,000

Virginia — 0.5%
Barclays Capital Municipal Trust Receipts, 0.310%, 2/1/2028, Call 2/1/2019 (3)(5)(6)		3,335,000		3,335,000
Suffolk Redevelopment & Housing Authority, 0.340%, 9/1/2019, Call 9/1/2011 (3)		1,305,000		1,305,000

				4,640,000

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

August 31, 2011


Schedules of Investments

Tax-Free Money Market Fund (continued)


Description	Shares or Principal Amount		Value
Municipals (continued)

Washington — 1.9%
Barclays Capital Municipal Trust Receipts, 0.310%, 6/1/2039, Call 6/1/2019 (3)(5)(6)		$11,250,000		$ 11,250,000
Washington Economic Development Finance Authority, 0.120%, 9/1/2018, Call 9/7/2011 (3)		1,130,000		1,130,000
Washington State Housing Finance Commission, 0.290%, 7/1/2028, Call 9/1/2011 (3)		4,105,000		4,105,000

				16,485,000

West Virginia — 0.3%
Deutsche Bank Spears/Lifers Trust, 0.340%, 4/1/2030 (3)		2,435,000		2,435,000

Wisconsin — 4.6%
City of Oak Creek, 2.250%, 12/1/2011, Call 10/3/2011		5,200,000		5,200,000
Maple School District, 1.000%, 11/1/2011		3,000,000		3,000,291
Reedsburg School District, 1.000%, 10/21/2011		4,000,000		4,000,872
Sturgeon Bay School District, 1.100%, 10/26/2011		2,000,000		2,000,416
Sun Prairie Area School District, 1.000%, 10/24/2011		10,400,000		10,404,187
Waukesha Housing Authority, 0.340%, 2/1/2026, Call 9/1/2011 (3)		5,250,000		5,250,000
Wisconsin Health & Educational Facilities Authority, 0.260%, 8/15/2034, Call 8/15/2016 (3)		2,200,000		2,200,000
Wisconsin Health & Educational Facilities Authority, 0.300%, 5/1/2026, Call 9/1/2011 (3)		120,000		120,000
Wisconsin Housing & Economic Development Authority, 0.300%, 5/1/2037, Call 9/1/2011 (3)		4,685,000		4,685,000
Wisconsin-Dells School District, 1.000%, 10/28/2011		2,800,000		2,800,520

				39,661,286

Total Municipals				860,684,622

Mutual Funds — 0.1%
Federated Tax-Free Obligations Fund, Class I, 0.050%		873,930		873,930

Total Mutual Funds				873,930

Total Investments — 100.4% (at amortized cost)				861,558,552
Other Assets and Liabilities — (0.4)%				(3,790,720	)

Total Net Assets — 100.0%				$857,767,832

Prime Money Market Fund


Description	Principal Amount		Value
Certificates of Deposit — 6.9%

Banks — 6.9%
Bank of Nova Scotia/Houston, 0.340%, 12/8/2011 (3)		$100,000,000		$ 100,000,000
Natixis/New York, 0.496%, 10/7/2011 (3)		50,000,000		50,000,000
Royal Bank of Canada NY, 0.330%, 12/2/2011 (3)		100,000,000		100,000,000

Total Certificates of Deposit				250,000,000

Commercial Paper — 40.9%

Agriculture — 1.4%
Cargill Global Funding, 0.130%, 9/2/2011 (5)(6)(9)		50,000,000		49,999,820

Asset-Backed Securities — 11.8%
Chariot Funding LLC, 0.100%, 9/1/2011 (5)(6)(9)		36,871,000		36,871,000
Ciesco LLC, 0.180%, 10/11/2011 (5)(6)(9)		32,000,000		31,993,600
Concord Minutemen Capital Co., LLC, 0.320%, 11/2/2011 (5)(6)(9)		50,000,000		49,972,444
Falcon Asset Securitization LLC, 0.100%, 9/1/2011 (5)(6)(9)		61,199,000		61,199,000
GovCo LLC, 0.180%, 10/14/2011 (5)(6)(9)		29,000,000		28,993,765
GovCo LLC, 0.240%, 9/14/2011 (5)(6)(9)		50,000,000		49,995,667
GovCo LLC, 0.320%, 11/29/2011 (5)(6)(9)		47,000,000		46,962,818
GovCo LLC, 0.330%, 1/17/2012 (5)(6)(9)		24,000,000		23,969,640
Lexington Parker Capital Co., LLC, 0.440%, 12/1/2011 (5)(6)(9)		100,000,000		99,888,778

				429,846,712

Automobiles — 4.1%
Ford Credit Auto Receivables Trust, 0.400%, 9/15/2011 (9)		75,000,000		74,988,333
Ford Credit Auto Receivables Trust, 0.410%, 1/17/2012 (9)		75,000,000		74,882,125

				149,870,458

Consumer Products — 4.1%
Procter & Gamble Co., 0.300%, 12/9/2011 (5)(6)(9)		5,000,000		4,995,875
Reckitt Benckiser TSY, 0.400%, 1/30/2012 (5)(6)(9)		25,000,000		24,958,055
Reckitt Benckiser TSY, 0.410%, 11/18/2011 (5)(6)(9)		25,000,000		24,977,792
Reckitt Benckiser TSY, 0.430%, 12/5/2011 (5)(6)(9)		45,000,000		44,948,937

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


		Marshall Funds

Prime Money Market Fund (continued)


Description	Principal Amount		Value
Commercial Paper (continued)

Consumer Products (continued)
Reckitt Benckiser TSY, 0.570%, 4/30/2012 (5)(6)(9)		$ 50,000,000		$ 49,808,417

				149,689,076

Foreign Banks — 6.2%
ANZ National Ltd., 0.326%, 6/29/2012 (3)(5)(6)		75,000,000		75,000,000
Skandinaviska Enskilda Banken AB, 0.420%, 11/1/2011 (5)(6)(9)		50,000,000		49,964,417
Skandinaviska Enskilda Banken AB, 0.420%, 1/3/2012 (5)(6)(9)		100,000,000		99,855,333

				224,819,750

Insurance — 8.5%
Metlife Short Term Funding, 0.240%, 11/7/2011 (5)(6)(9)		32,065,000		32,050,678
Prudential Funding LLC, 0.100%, 9/1/2011 (9)		50,000,000		50,000,000
Prudential Funding LLC, 0.200%, 9/23/2011 (9)		50,000,000		49,993,889
Prudential Funding LLC, 0.250%, 10/25/2011 (9)		25,000,000		24,990,625
Prudential PLC, 0.430%, 11/28/2011 (5)(6)(9)		50,000,000		49,947,444
Prudential PLC, 0.580%, 1/24/2012 (5)(6)(9)		75,000,000		74,824,792
Prudential PLC, 0.700%, 10/25/2011 (5)(6)(9)		25,000,000		24,973,750

				306,781,178

Pharmaceuticals — 1.4%
Sanofi-Aventis, 0.370%, 10/19/2011 (5)(6)(9)		50,000,000		49,975,333

Utilities — 3.4%
Florida Power & Light Corp., 0.190%, 9/6/2011 (9)		33,000,000		32,999,129
National Rural Utilities Cooperative Finance Corp., 0.110%, 9/21/2011 (9)		45,000,000		44,997,250
National Rural Utilities Cooperative Finance Corp., 0.150%, 9/7/2011 (9)		45,000,000		44,998,875

				122,995,254

Total Commercial Paper				1,483,977,581

Funding Agreements — 3.2%

Insurance — 3.2%
Metropolitan Life Insurance Co., 0.454%, 2/1/2012 (3)(5)(8)		50,000,000		50,000,000
Metropolitan Life Insurance Co., 0.454%, 3/1/2012 (3)(5)(8)		65,000,000		65,000,000

Total Funding Agreements				115,000,000


Description	Principal Amount		Value
Municipals — 25.2%

California — 1.0%
California Infrastructure & Economic Development Bank, 0.140%, 12/1/2036, Call 9/1/2011 (3)		$ 13,300,000		$ 13,300,000
California Infrastructure & Economic Development Bank, 0.140%, 4/1/2042, Call 9/1/2011 (3)		24,000,000		24,000,000

				37,300,000

Colorado — 0.2%
Puttable Floating Option Tax-Exempt Receipts, 0.370%, 5/1/2041 (3)		6,010,000		6,010,000

Connecticut — 3.1%
Connecticut Housing Finance Authority, 0.250%, 11/15/2038, Call 9/1/2011 (3)		58,630,000		58,630,000
Connecticut Housing Finance Authority, 0.300%, 5/15/2031, Call 9/1/2011 (3)(7)		26,690,000		26,690,000
Connecticut Housing Finance Authority, AMBAC, 0.300%, 11/15/2033 (3)(7)		26,235,000		26,235,000

				111,555,000

District of Columbia — 0.3%
Metropolitan Washington Airports Authority, 0.130%, 10/1/2039, Call 9/1/2011 (3)		12,000,000		12,000,000

Federal Home Loan Mortgage Corporation — 0.4%
FHLMC Multifamily Variable Rate Demand Certificates, 0.300%, 9/15/2038, Call 9/1/2011 (3)(7)		13,210,000		13,210,000

Florida — 2.3%
County of St. Lucie, 0.140%, 9/1/2028, Call 9/1/2011 (3)		23,000,000		23,000,000
Florida Municipal Power Agency, 0.170%, 10/1/2035, Call 9/1/2011 (3)		60,090,000		60,090,000

				83,090,000

Georgia — 4.3%
Athens-Clarke County Unified Government Development Authority, 0.240%, 7/1/2021, Call 9/1/2011 (3)		8,365,000		8,365,000
Bartow County Development Authority, 0.250%, 12/1/2032 (3)		93,000,000		93,000,000
Floyd County Development Authority, 0.170%, 7/1/2022, Call 9/1/2011 (3)		17,000,000		17,000,000

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

August 31, 2011


Schedules of Investments

Prime Money Market Fund (continued)


Description	Principal Amount		Value
Municipals (continued)

Georgia (continued)
Monroe County Development Authority, 0.170%, 11/1/2048, Call 9/1/2011 (3)		$ 40,000,000		$ 40,000,000

				158,365,000

Idaho — 2.1%
Lemhi County Industrial Development Corp., 0.380%, 10/6/2011 (3)		57,200,000		57,200,000
Shoshone County Industrial Development Corp., 0.380%, 10/6/2011 (3)		20,500,000		20,500,000

				77,700,000

Iowa — 1.1%
Iowa Finance Authority, 0.280%, 9/1/2036, Call 9/1/2011 (3)		19,000,000		19,000,000
Iowa Finance Authority, GNMA/FNMA/FHLMC, 0.240%, 1/1/2039, Call 9/1/2011 (3)(7)		19,630,000		19,630,000

				38,630,000

Maine — 0.6%
City of Portland, 0.320%, 6/1/2026, Call 9/1/2011 (3)		22,600,000		22,600,000

Montana — 0.8%
Montana Board of Investments, 0.200%, 12/30/2015, Call 9/7/2011 (3)(7)		30,000,000		30,000,000

New York — 5.6%
New York City Housing Development Corp., FNMA, 0.150%, 5/15/2034, Call 9/15/2011 (3)(7)		44,500,000		44,500,000
New York City Housing Development Corp., FNMA, 0.150%, 6/15/2034, Call 9/7/2011 (3)(7)		49,000,000		49,000,000
New York State Housing Finance Agency, 0.350%, 5/1/2042, Call 9/7/2011 (3)(7)		52,700,000		52,700,000
New York State Housing Finance Agency, FNMA, 0.150%, 11/15/2038, Call 9/7/2011 (3)(7)		56,100,000		56,100,000

				202,300,000

North Carolina — 0.2%
Puttable Floating Option Tax-Exempt Receipts, 0.520%, 7/1/2036 (3)		5,900,000		5,900,000

North Dakota — 0.4%
North Dakota Housing Finance Agency, 0.200%, 1/1/2039, Call 9/7/2011 (3)(7)		13,700,000		13,700,000


Description	Shares or Principal Amount		Value
Municipals (continued)

Washington — 0.5%
Port of Tacoma, 0.130%, 12/1/2044 (3)		$ 19,500,000		$ 19,500,000

Wisconsin — 2.3%
Wisconsin Housing & Economic Development Authority, 0.200%, 9/1/2032, Call 9/7/2011 (3)(7)		23,890,000		23,890,000
Wisconsin Housing & Economic Development Authority, 0.200%, 9/1/2035, Call 9/7/2011 (3)(7)		22,505,000		22,505,000
Wisconsin Housing & Economic Development Authority, 0.500%, 9/1/2026, Call 9/7/2011 (3)		11,980,000		11,980,000
Wisconsin Housing & Economic Development Authority, 0.500%, 3/1/2036, Call 9/7/2011 (3)		912,000		912,000
Wisconsin Housing & Economic Development Authority, GO, 0.200%, 3/1/2035, Call 9/7/2011 (3)(7)		15,360,000		15,360,000
Wisconsin Housing & Economic Development Authority, GO, 0.380%, 9/1/2023, Call 9/7/2011 (3)(7)		10,500,000		10,500,000

				85,147,000

Total Municipals				917,007,000

Mutual Funds — 4.1%
BlackRock Liquidity Funds TempFund, 0.138%		150,000,000		150,000,000

Total Mutual Funds				150,000,000

Notes-Variable — 10.9%

Broker/Dealers — 1.6%
Goldman Sachs Group, Inc., 0.449%, 2/6/2012 (3)		$ 60,001,000		59,983,726

Foreign Banks — 6.2%
ABN Amro Bank, 0.752%, 6/8/2012 (3)(5)(6)		50,000,000		50,000,000
Rabobank Nederland NV, 0.430%, 9/14/2012 (3)(5)(6)		50,000,000		50,000,000
Westpac Securities NZ, Ltd., 0.353%, 7/20/2012 (3)(5)(6)		25,000,000		25,000,000
Westpac Securities NZ, Ltd., 0.400%, 2/17/2012 (3)(5)(6)		100,000,000		100,000,000

				225,000,000

Pharmaceuticals — 1.4%
Sanofi-Aventis SA, 0.296%, 3/28/2012 (3)		50,000,000		50,000,000

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


		Marshall Funds

Prime Money Market Fund (continued)


Description	Principal Amount		Value
Notes-Variable (continued)

Utilities — 1.7%
National Rural Utilities Cooperative Finance Corp., 0.352%, 12/9/2011 (3)		$ 60,000,000		$ 60,000,000

Total Notes-Variable				394,983,726

Repurchase Agreements — 6.8%
Agreement with Fixed Income Clearing Corp., 0.010%, dated 8/31/2011, to be repurchased at $39,555,650 on 9/1/2011, collateralized by U.S. Government Treasury Obligations with various maturities to 8/31/2018, with a market value of $40,350,825		39,555,639		39,555,639
Agreement with Morgan Stanley & Co., Inc., 0.050%, dated 8/31/2011, to be repurchased at $59,000,082 on 9/1/2011, collateralized by U.S. Government Agency Obligations with various maturities to 8/23/2012, with a market value of $60,180,948		59,000,000		59,000,000
Agreement with Morgan Stanley & Co., Inc., 0.220%, dated 8/31/2011, to be repurchased at $150,000,917 on 9/1/2011, collateralized by Commercial Paper with various maturities to 10/4/2011, with a market value of $157,500,001		150,000,000		150,000,000

Total Repurchase Agreements				248,555,639

Trust Demand Notes — 3.9%

Broker/Dealers — 3.9%
JP Morgan Securities, Inc., 0.270%, 9/1/2011 (3)		143,000,000		143,000,000

Total Trust Demand Notes				143,000,000

U.S. Government & U.S. Government Agency Obligations — 1.7%

Federal Home Loan Bank — 1.7%
0.330%, 8/10/2012		40,000,000		40,000,000
0.440%, 8/28/2012		20,000,000		20,000,000

Total U.S. Government & U.S. Government Agency Obligations				60,000,000

Total Investments — 103.6% (at amortized cost)				3,762,523,946
Other Assets and Liabilities — (3.6)%				(130,618,790	)

Total Net Assets — 100.0%				$3,631,905,156

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


Notes to Schedules of Investments

The categories of investments are shown as a percentage of total net assets for each Fund as of August 31, 2011.

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

(2)	Non-income producing.

(3)	Floating rate securities are securities whose yields vary with a designated market index or market rate. These securities are shown at their current rates as of August 31, 2011.

(4)	Purchased on a when-issued or delayed delivery basis.

(5)	Denotes a restricted security which is subject to restrictions on resale under federal securities law. At August 31, 2011, these securities amounted to:


Fund	Amount		% of Total Net Assets
Ultra Short Tax-Free Fund	$	6,202,809		1.46	%
Short-Term Income Fund		16,268,412		10.74
Short-Intermediate Bond Fund		30,521,784		19.47
Intermediate Tax-Free Fund		3,000,000		0.54
Government Income Fund		20,366,900		8.09
Corporate Income Fund		10,302,829		10.98
Aggregate Bond Fund		79,949,288		17.03
Core Plus Bond Fund		11,154,120		10.18
Tax-Free Money Market Fund		110,685,000		12.90
Prime Money Market Fund		1,426,127,355		39.27

(6)	Denotes a restricted security which has been deemed liquid based on criteria approved by the Board of Directors of Marshall Funds, Inc.

(7)

Securities that are subject to alternative minimum tax of the Short-Term Income Fund, Intermediate Tax-Free Fund, Government Money Market Fund and Prime Money Market Fund portfolios’ represent 1.18%, 3.89%, 20.94% and 10.74%, respectively, as calculated based upon total portfolio market value as of August 31, 2011.

(8)	Securities have redemption features that may delay redemption beyond seven days.

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

(10)	Issue is in default or bankruptcy.

(11)	Please refer to Note 5, Investments in Affiliated Entities, in the Notes to Financial Statements.

The following acronyms may be referenced throughout this report:

ACA —American Capital Access Corporation

ADED —Arkansas Department of Economic Development

ADR —American Depository Receipt

AGC —Assured Guaranty Corporation

AGM —Federal Agricultural Mortgage Corporation

AMBAC —AmericanMunicipal Bond Assurance Corporation

AMT —Alternative Minimum Tax

BHAC —Berkshire Hathaway Assurance Corporation

BMA —Bond Market Association

CFC —National Rural Utilities Cooperative Finance Corporation

CIFG —CDC IXIS Financial Guaranty

COLL —Collateralized

FGIC —Financial Guaranty Insurance Corporation

FDIC —Federal Depository Insurance Corporation

FHA —Federal Housing Administration

FHLB —Federal Home Loan Bank

FHLMC —FederalHome Loan Mortgage Corporation

FNMA —Federal National Mortgage Association

FRN —Floating Rate Note

FSA —Financial Security Assurance Corporation

GDR —Global Depository Receipt

GNMA —Government National Mortgage Association

GO —Government Obligation

HFDC —Health Facility Development Corporation

HUD —Department of Housing and Urban Development

IDC —Industrial Development Corporation

IMI —Investors Mortgage Insurance Company

INS —Insured

LIQ —Liquidity Agreement

LLC —Limited Liability Corporation

LOC —Letter of Credit

LP —Limited Partnership

LT —Limited Tax

MBIA —Municipal Bond Insurance Association

MHF —Maryland Housing Fund

MTN —Medium Term Note

NATL-RE —National Rural Utilities Cooperative Finance Corporation

Reinsurance

PCA —Pollution Control Authority

PLC —Public Limited Company

PSF —Permanent School Fund Guaranteed

PUFG —Permanent University Fund Guarantee

Q-SBLF —Qualified School Bond Loan Fund

RADIAN —Radian Asset Assurance

REITs —Real Estate Investment Trusts

REMIC —Real Estate Mortgage Investment Conduit

TCRs —Transferable Custody Receipts

TLGP —Temporary Liquidity Guarantee Program

TRANs —Tax and Revenue Anticipation Notes

UT —Unlimited Tax

VRNs —Variable Rate Notes

XLCA —XL Capital Assurance

100

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101

August 31, 2011


Statements of Assets and Liabilities		Marshall Funds



	Large-Cap Value Fund			Large-Cap Growth Fund			Large-Cap Focus Fund			Mid-Cap Value Fund			Mid-Cap Growth Fund
Assets:
Investments in securities, at value	$	179,479,435	(1)	$	249,452,728	(1)	$	69,394,424	(1)	$	315,639,962	(1)	$	354,874,997	(1)
Investments in repurchase agreements		5,949,642			5,628,499			5,127,237			6,833,357			3,346,590
Cash		—			—			—			—			9,227
Dividends and interest receivable		292,078			176,453			94,084			329,520			142,015
Receivable for investments sold		1,056,842			—			—			716,982			1,356,838
Receivable for capital stock sold		221,243			106,191			40,590			130,868			144,145
Prepaid expenses		20,875			13,485			20,210			23,624			28,340
Other receivables		3,302			5,041			1,329			8,038			12,617

Total assets		187,023,417			255,382,397			74,677,874			323,682,351			359,914,769
Liabilities:
Payable for capital stock redeemed		30,126			34,464			10,441			177,414			499,598
Payable for investments purchased		—			—			—			666,843			545,402
Payable for return of securities lending collateral		40,097,729			71,038,865			19,737,163			82,935,153			104,158,527
Options written, at value (premium received $46,599)		2,500			—			—			—			—
Payable to affiliates (Note 5)		112,543			140,693			22,384			195,806			204,267
Other liabilities		58,085			61,931			30,288			73,390			57,032

Total liabilities		40,300,983			71,275,953			19,800,276			84,048,606			105,464,826

Total net assets	$	146,722,434		$	184,106,444		$	54,877,598		$	239,633,745		$	254,449,943

Net Assets Consist of:
Paid-in capital	$	153,288,576		$	178,559,859		$	53,720,103		$	216,841,663		$	224,251,394
Net unrealized appreciation on investments and options		24,877,325			13,236,925			798,857			25,684,610			36,979,767
Accumulated net realized gain (loss) on investments and options		(32,200,187	)		(7,690,340	)		179,556			(3,449,289	)		(6,781,218	)
Undistributed net investment income		756,720			—			179,082			556,761			—

Total net assets	$	146,722,434		$	184,106,444		$	54,877,598		$	239,633,745		$	254,449,943

Net Asset Value, Offering Price and Redemption Proceeds Per Share (unlimited shares authorized, no par value)
Investor Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	10.62		$	11.97		$	11.16		$	11.93		$	17.78
Institutional Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	10.65		$	12.02		$	11.19		$	11.93		$	17.93
Net Assets:
Investor class of shares	$	67,845,579		$	80,508,655		$	24,253,075		$	131,208,976		$	92,910,866
Institutional class of shares		78,876,855			103,597,789			30,624,523			108,424,769			161,539,077

Total net assets	$	146,722,434		$	184,106,444		$	54,877,598		$	239,633,745		$	254,449,943

Shares Outstanding:
Investor class of shares		6,387,471			6,724,218			2,174,166			11,000,968			5,224,192
Institutional class of shares		7,407,820			8,619,497			2,736,974			9,091,062			9,009,416

Total shares outstanding		13,795,291			15,343,715			4,911,140			20,092,030			14,233,608

Investments, at cost	$	160,595,851		$	241,844,302		$	73,722,804		$	296,788,709		$	321,241,820

(1)	Including $39,079,420, $69,234,784, $19,235,924, $80,828,960 and $101,513,354, respectively, of securities on loan.

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

102

August 31, 2011


Statements of Assets and Liabilities		Marshall Funds



	Small-Cap Value Fund			Small-Cap Growth Fund			International Stock Fund			Emerging Markets Equity Fund			Ultra Short Tax-Free Fund
Assets:
Investments in securities, at value	$	34,173,962	(1)	$	736,387,345	(1)(2)	$	66,960,588	(1)	$	47,223,598		$	423,888,212	(2)
Investments in repurchase agreements		1,345,018			9,701,830			2,481,978			—			—
Deposit held at broker		—			—			—			—			14,300
Cash denominated in foreign currencies		—			—			714,896	(3)		561,677	(3)		—
Dividends and interest receivable		17,092			198,477			311,541			210,893			2,392,674
Receivable for investments sold		568,329			2,418,440			—			1,155,566			—
Receivable for capital stock sold		23,239			896,397			79,894			46,133			8,086,724
Prepaid expenses		21,678			34,969			19,830			11,528			18,956
Other receivables		4,366			57,646			616,577			—			—

Total assets		36,153,684			749,695,104			71,185,304			49,209,395			434,400,866
Liabilities:
Due to custodian		—			—			—			79,478			—
Payable for capital stock redeemed		8,950			2,569,349			241,846			9,265			3,236,359
Payable for investments purchased		706,306			720,984			—			128			7,040,575
Payable for return of securities lending collateral		10,461,560			216,907,862			2,479,837			—			—
Payable for foreign tax expense		—			—			15,061			11,847			—
Payable for income distribution		—			—			—			—			381,092
Payable to affiliates (Note 5)		11,481			534,561			67,456			34,009			88,874
Other liabilities		19,740			107,173			57,646			157,547			44,602

Total liabilities		11,208,037			220,839,929			2,861,846			292,274			10,791,502

Total net assets	$	24,945,647		$	528,855,175		$	68,323,458		$	48,917,121		$	423,609,364

Net Assets Consist of:
Paid-in capital	$	26,980,877		$	469,882,508		$	188,155,274		$	33,687,028		$	423,059,226
Net unrealized appreciation (depreciation) on investments and foreign currency translation		(1,973,666	)		29,138,440			3,331,811			12,557,348			555,759
Accumulated net realized gain (loss) on investments, futures contracts and foreign currency transactions		(61,564	)		29,834,227			(124,223,276	)		2,383,343			(4,066	)
Undistributed net investment income (distributions in excess of net investment income)		—			—			1,059,649			289,402			(1,555	)

Total net assets	$	24,945,647		$	528,855,175		$	68,323,458		$	48,917,121		$	423,609,364

Net Asset Value, Offering Price and Redemption Proceeds Per Share (unlimited shares authorized, no par value)
Investor Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	9.25		$	17.49		$	9.13		$	15.81		$	10.06
Institutional Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	9.26		$	17.65		$	9.26		$	15.86		$	10.06
Net Assets:
Investor class of shares	$	22,131,389		$	335,200,557		$	33,431,217		$	11,753,323		$	55,069,423
Institutional class of shares		2,814,258			193,654,618			34,892,241			37,163,798			368,539,941

Total net assets	$	24,945,647		$	528,855,175		$	68,323,458		$	48,917,121		$	423,609,364

Shares Outstanding:
Investor class of shares		2,391,738			19,161,361			3,662,196			743,551			5,473,278
Institutional class of shares		303,790			10,974,963			3,770,094			2,343,687			36,650,371

Total shares outstanding		2,695,528			30,136,324			7,432,290			3,087,238			42,123,649

Investments, at cost	$	37,492,646		$	716,950,735		$	66,167,586		$	34,667,361		$	423,332,453

(1)	Including $10,195,881, $211,399,343 and $2,416,861, respectively, of securities on loan.

(2)	Market value of affiliated entities as of August 31, 2011 were $19,743,636 and $33,366,087, respectively. Cost of affiliated entities as of August 31, 2011 were $16,971,300 and $33,366,087, respectively.

(3)	Identified cost of cash denominated in foreign currencies are $669,988 and $571,135, respectively.

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

103

August 31, 2011


Statements of Assets and Liabilities		Marshall Funds



	Short-Term Income Fund			Short- Intermediate Bond Fund			Intermediate Tax-Free Fund			Government Income Fund			Corporate Income Fund
Assets:
Investments in securities, at value	$	171,993,216	(1)	$	223,398,508	(1)	$	570,566,222	(2)	$	373,450,457	(1)	$	104,762,993	(1)(2)
Investments in repurchase agreements		16,488,216			15,330,698			—			8,814,151			—
Deposit held at broker		—			—			61,191			—			—
Dividends receivable		17,853			—			7,402			—			840
Interest receivable		718,270			841,175			5,445,917			775,419			1,111,675
Receivable for investments sold		—			15,457,500			1,066,810			133,366,461			—
Receivable for capital stock sold		298,240			463,684			1,940,742			123,357			195,070
Prepaid expenses		16,264			15,966			40,149			19,085			12,183
Other receivables		1,725			9,241			—			5,027			2,337

Total assets		189,533,784			255,516,772			579,128,433			516,553,957			106,085,098
Liabilities:
Payable for capital stock redeemed		157,626			89,239			181,388			138,319			19,628
Payable for investments purchased		6,134,730			25,333,776			26,566,511			174,759,105			949,551
Payable for return of securities lending collateral		31,580,680			73,170,003			—			89,542,438			11,173,255
Payable for income distribution		115,385			54,754			630,599			127,511			75,918
Payable to affiliates (Note 5)		31,593			65,144			190,472			126,609			29,704
Other liabilities		40,293			46,143			70,566			95,078			31,938

Total liabilities		38,060,307			98,759,059			27,639,536			264,789,060			12,279,994

Total net assets	$	151,473,477		$	156,757,713		$	551,488,897		$	251,764,897		$	93,805,104

Net Assets Consist of:
Paid-in capital	$	156,955,990		$	187,651,664		$	536,087,763		$	237,738,516		$	88,352,252
Net unrealized appreciation (depreciation) on investments		(801,305	)		552,815			15,877,321			4,207,274			4,923,756
Accumulated net realized gain (loss) on investments and futures contracts		(4,813,983	)		(31,617,058	)		(658,679	)		9,653,748			531,368
Undistributed net investment income (distributions in excess of net investment income)		132,775			170,292			182,492			165,359			(2,272	)

Total net assets	$	151,473,477		$	156,757,713		$	551,488,897		$	251,764,897		$	93,805,104

Net Asset Value, Offering Price and Redemption Proceeds Per Share (unlimited shares authorized, no par value)
Investor Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	9.32		$	10.13		$	10.75		$	10.04		$	12.36
Institutional Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	9.32		$	10.12		$	10.75	(3)	$	10.03		$	12.35
Net Assets:
Investor class of shares	$	64,882,310		$	54,027,928		$	385,219,807		$	204,664,276		$	17,541,606
Institutional class of shares		86,591,167			102,729,785			166,269,090	(3)		47,100,621			76,263,498

Total net assets	$	151,473,477		$	156,757,713		$	551,488,897		$	251,764,897		$	93,805,104

Shares Outstanding:
Investor class of shares		6,965,013			5,335,068			35,842,414			20,388,389			1,419,074
Institutional class of shares		9,288,522			10,153,581			15,472,742	(3)		4,695,052			6,175,011

Total shares outstanding		16,253,535			15,488,649			51,315,156			25,083,441			7,594,085

Investments, at cost	$	189,282,737		$	238,176,391		$	554,688,901		$	378,057,334		$	99,839,237

(1)	Including $30,778,670, $71,311,799, $87,268,447 and $10,889,502, respectively, of securities on loan.

(2)	Market value of affiliated entities as of August 31, 2011 were $42,929,058 and $4,018,890, respectively. Cost of affiliated entities as of August 31, 2011 were $42,929,058 and $4,018,890, respectively.

(3)	Commenced operations on December 28, 2010.

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

104

August 31, 2011


Statements of Assets and Liabilities		Marshall Funds



	Aggregate Bond Fund			Core Plus Bond Fund			Government Money Market Fund		Tax-Free Money Market Fund		Prime Money Market Fund
Assets:
Investments in securities, at value	$	667,039,416	(1)	$	121,031,820	(1)(2)	$	232,841,693	$	861,558,552	$	3,513,968,307
Investments in repurchase agreements		63,823,272			—			255,073,624		—		248,555,639
Cash		—			—			—		1,000		7,000,000
Dividends receivable		—			593			—		287		—
Interest receivable		2,491,351			1,084,181			40,905		1,288,234		988,797
Receivable for investments sold		47,682,581			—			—		—		—
Receivable for capital stock sold		811,441			101,996			12,500,000		—		5,141,822
Prepaid expenses		23,202			10,350			20,552		30,485		65,244
Other receivables		18,512			2,526			—		—		—

Total assets		781,889,775			122,231,466			500,476,774		862,878,558		3,775,719,809
Liabilities:
Payable for capital stock redeemed		648,319			10,903			—		—		—
Payable for investments purchased		110,308,667			949,551			—		4,765,000		142,808,417
Payable for return of securities lending collateral		201,142,668			11,658,431			—		—		—
Payable for income distribution		119,402			15,248			2,966		135,228		206,003
Payable to affiliates (Note 5)		226,535			40,682			27,942		163,320		678,814
Other liabilities		51,958			38,019			36,661		47,178		121,419

Total liabilities		312,497,549			12,712,834			67,569		5,110,726		143,814,653

Total net assets	$	469,392,226		$	109,518,632		$	500,409,205	$	857,767,832	$	3,631,905,156

Net Assets Consist of:
Paid-in capital	$	453,803,534		$	102,004,896		$	500,409,205	$	857,767,779	$	3,631,859,044
Net unrealized appreciation on investments		10,103,711			6,831,790			—		—		—
Accumulated net realized gain on investments		5,473,411			684,219			—		—		—
Undistributed net investment income (distributions in excess of net investment income)		11,570			(2,273	)		—		53		46,112

Total net assets	$	469,392,226		$	109,518,632		$	500,409,205	$	857,767,832	$	3,631,905,156

Net Asset Value, Offering Price and Redemption Proceeds Per Share (unlimited shares authorized, no par value)
Investor Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	10.98		$	11.41		$	1.00	$	1.00	$	1.00
Advisor Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	—		$	—		$	—	$	—	$	1.00
Institutional Class of Shares:
Net asset value, offering price and redemption proceeds per share	$	10.97		$	11.41		$	1.00	$	1.00	$	1.00
Net Assets:
Investor class of shares	$	229,244,975		$	62,120,647		$	256,327,083	$	243,832,519	$	1,401,556,815
Advisor class of shares		—			—			—		—		65,865,309
Institutional class of shares		240,147,251			47,397,985			244,082,122		613,935,313		2,164,483,032

Total net assets	$	469,392,226		$	109,518,632		$	500,409,205	$	857,767,832	$	3,631,905,156

Shares Outstanding:
Investor class of shares		20,887,876			5,442,790			256,327,355		243,826,175		1,401,676,179
Advisor class of shares		—			—			—		—		65,891,882
Institutional class of shares		21,886,499			4,152,787			244,081,850		613,940,451		2,164,448,727

Total shares outstanding		42,774,375			9,595,577			500,409,205		857,766,626		3,632,016,788

Investments, at cost	$	720,758,977		$	114,200,030		$	487,915,317	$	861,558,552	$	3,762,523,946

(1)	Including $196,034,514 and $11,362,357, respectively, of securities on loan.

(2)	Market value of affiliated entities as of August 31, 2011 was $6,903,852. Cost of affiliated entities as of August 31, 2011 was $6,903,852.

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

105

Year Ended August 31, 2011


Statements of Operations		Marshall Funds



	Large-Cap Value Fund			Large-Cap Growth Fund			Large-Cap Focus Fund			Mid-Cap Value Fund			Mid-Cap Growth Fund
Investment Income:
Dividend income	$	3,542,252		$	2,081,117		$	579,085	(1)	$	4,509,519		$	2,664,287	(1)
Interest income		4,040			6,005			8,249			10,540			6,428
Securities lending income		34,068			52,424			11,467			97,730			211,987

Total income		3,580,360			2,139,546			598,801			4,617,789			2,882,702
Expenses:
Investment advisory fees (Note 5)		1,326,226			1,456,360			263,396			2,034,833			2,037,346
Shareholder services fees (Note 5)—
Investor class of shares		209,523			205,901			50,798			377,218			234,820
Advisor class of shares		3,899	(2)		3,701	(2)		—			4,263	(2)		2,520	(2)
Administrative fees (Note 5)		163,568			179,618			48,728			249,212			249,245
Portfolio accounting fees		79,839			83,260			38,217			104,185			104,604
Recordkeeping fees		107,208			127,527			31,610			153,017			101,524
Custodian fees (Note 5)		35,366			38,836			10,536			51,928			51,626
Registration fees		42,494			41,558			43,010			47,740			44,644
Professional fees		27,415			27,415			26,966			27,415			27,415
Printing and postage		24,974			29,936			26,010			37,757			24,278
Directors’ fees		15,392			15,392			15,392			15,392			15,392
Insurance premiums		2,019			1,911			35			2,745			2,463
Miscellaneous		8,899			8,899			9,848			8,899			8,899

Total expenses		2,046,822			2,220,314			564,546			3,114,604			2,904,776
Deduct (Note 5)—
Expense waivers		(86,258	)		(89,103	)		(171,333	)		(50,160	)		(9,103	)

Net expenses		1,960,564			2,131,211			393,213			3,064,444			2,895,673

Net investment income (loss)		1,619,796			8,335			205,588			1,553,345			(12,971	)
Net Realized and Unrealized Gain on Investments and Options:
Net realized gain on investment transactions		11,834,219			19,594,301			176,511			21,248,266			31,682,442
Net realized gain on options		234,187			—			—			—			—
Net change in unrealized appreciation on investments and options		16,086,191			14,226,224			798,857			15,413,330			12,375,207

Net realized and unrealized gain on investments and options		28,154,597			33,820,525			975,368			36,661,596			44,057,649

Change in net assets resulting from operations	$	29,774,393		$	33,828,860		$	1,180,956		$	38,214,941		$	44,044,678

(1)	Net of foreign taxes withheld of $641 and $28,692, respectively.

(2)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

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

106

Year Ended August 31, 2011


Statements of Operations		Marshall Funds



	Small-Cap Value Fund (1)			Small-Cap Growth Fund			International Stock Fund			Emerging Markets Equity Fund			Ultra Short Tax-Free Fund
Investment Income:
Dividend income	$	124,429		$	2,436,939	(2)	$	2,271,713	(2)	$	1,447,066	(2)	$	75,227	(3)
Interest income		437			16,534			740			462			6,597,220
Securities lending income		12,701			719,797			21,990			—			—

Total income		137,567			3,173,270			2,294,443			1,447,528			6,672,447
Expenses:
Investment advisory fees (Note 5)		100,341			5,392,313			754,963			683,757			685,571
Shareholder services fees (Note 5)—
Investor class of shares		29,652			781,011			89,794			40,908			120,385
Advisor class of shares		—			13,149	(4)		1,770	(4)		500	(4)		—
Administrative fees (Note 5)		12,375			473,980			69,856			63,247			310,118
Portfolio accounting fees		15,237			168,002			16,565			14,774			190,599
Recordkeeping fees		18,182			231,337			83,775			46,881			32,668
Custodian fees (Note 5)		2,676			78,923			124,386			175,061			59,279
Registration fees		20,016			69,802			39,677			39,004			44,481
Professional fees		13,590			27,415			27,415			27,415			27,415
Printing and postage		16,176			62,620			27,109			29,297			1,097
Directors’ fees		7,562			15,392			15,392			15,392			15,392
Insurance premiums		250			4,319			769			731			3,665
Miscellaneous		2,354			9,399			9,376			8,907			10,150

Total expenses		238,411			7,327,662			1,260,847			1,145,874			1,500,820
Deduct (Note 5)—
Expense waivers		(76,309	)		(120,833	)		(263,351	)		(249,671	)		(352,077	)

Net expenses		162,102			7,206,829			997,496			896,203			1,148,743

Net investment income (loss)		(24,535	)		(4,033,559	)		1,296,947			551,325			5,523,704
Net Realized and Unrealized Gain (Loss) on Investments, Futures Contracts and Foreign Currency:
Net realized gain (loss) on investment transactions		(63,297	)		58,291,035			4,759,532	(5)		5,080,692	(5)		139,649
Net realized loss on foreign currency contracts		—			—			(40,749	)		(9,783	)		—
Net realized loss on futures contracts		—			—			—			—			(15,629	)
Net change in unrealized appreciation (depreciation) on investments, futures contracts and foreign currency translation		(1,973,666	)		15,814,744			482,276			(2,863,093	)		(606,557	)

Net realized and unrealized gain (loss) on investments, futures contracts and foreign currency		(2,036,963	)		74,105,779			5,201,059			2,207,816			(482,537	)

Net increase (decrease) in net assets resulting from operations	$	(2,061,498	)	$	70,072,220		$	6,498,006		$	2,759,141		$	5,041,167

(1)	Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.

(2)	Net of foreign taxes withheld of $22,189, $243,193 and $187,247, respectively.

(3)	Dividend income from investments in affiliated entities as of August 31, 2011 was $75,227.

(4)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

(5)	Net of foreign taxes withheld of $29,398 and $4,973, respectively.

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

107

Year Ended August 31, 2011


Statements of Operations		Marshall Funds



	Short-Term Income Fund			Short- Intermediate Bond Fund			Intermediate Tax-Free Fund			Government Income Fund			Corporate Income Fund
Investment Income:
Dividend income	$	256,275		$	—		$	91,173	(1)	$	—		$	5,293	(1)
Interest income		3,772,094			4,210,649			18,130,742			8,752,168			3,573,738
Securities lending income		21,036			95,737			—			83,642			23,956

Total income		4,049,405			4,306,386			18,221,915			8,835,810			3,602,987
Expenses:
Investment advisory fees (Note 5)		247,788			667,363			1,798,206			1,229,480			190,169
Shareholder services fees (Note 5)—
Investor class of shares		144,481			147,095			890,755			570,736			43,411
Advisor class of shares		2,544	(2)		2,973	(2)		—			3,518	(2)		1,178	(2)
Administrative fees (Note 5)		114,602			154,328			405,533			280,015			70,363
Portfolio accounting fees		81,484			79,677			203,760			123,644			59,674
Recordkeeping fees		71,922			98,480			144,946			235,556			45,045
Custodian fees (Note 5)		24,779			33,368			70,520			55,737			15,213
Registration fees		49,565			46,307			79,702			50,362			41,539
Professional fees		27,415			27,415			27,415			27,415			27,415
Printing and postage		7,350			5,970			31,865			43,287			2,863
Directors’ fees		15,392			15,392			15,392			15,392			15,392
Insurance premiums		1,519			2,110			4,877			4,675			818
Miscellaneous		8,899			8,899			9,765			9,399			9,503

Total expenses		797,740			1,289,377			3,682,736			2,649,216			522,583
Deduct (Note 5)—
Expense waivers		(217,085	)		(221,684	)		(1,229,227	)		(384,428	)		(59,621	)

Net expenses		580,655			1,067,693			2,453,509			2,264,788			462,962

Net investment income		3,468,750			3,238,693			15,768,406			6,571,022			3,140,025
Net Realized and Unrealized Gain (Loss) on Investments and Futures Contracts:
Net realized gain on investment transactions		22,595			797,285			829,116			12,898,480			1,030,668
Net realized loss on futures contracts		—			—			(735,137	)		—			—
Net change in unrealized appreciation (depreciation) on investments and futures contracts		(231,536	)		2,546,877			(3,477,646	)		(7,005,354	)		(6,844	)

Net realized and unrealized gain (loss) on investments and futures contracts		(208,941	)		3,344,162			(3,383,667	)		5,893,126			1,023,824

Change in net assets resulting from operations	$	3,259,809		$	6,582,855		$	12,384,739		$	12,464,148		$	4,163,849

(1)	Dividend income from investments in affiliated entities as of August 31, 2011 were $91,173 and $5,293, respectively.

(2)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

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

108

Year Ended August 31, 2011


Statements of Operations		Marshall Funds



	Aggregate Bond Fund			Core Plus Bond Fund			Government Money Market Fund			Tax-Free Money Market Fund			Prime Money Market Fund
Investment Income:
Dividend income	$	—		$	7,373	(1)	$	—		$	14,892		$	—
Interest income		10,337,127			4,117,350			1,171,201			4,690,194			14,452,348
Securities lending income		180,235			22,314			—			—			—

Total income		10,517,362			4,147,037			1,171,201			4,705,086			14,452,348
Expenses:
Investment advisory fees (Note 5)		1,537,272			214,324			1,089,675			1,885,833			5,311,837
Shareholder services fees (Note 5)—
Investor class of shares		444,387			115,855			571,144			688,132			3,681,386
Advisor class of shares		1,550	(2)		—			—			—			165,047
Administrative fees (Note 5)		345,420			79,300			178,036			308,287			1,213,821
Portfolio accounting fees		141,460			60,320			114,218			169,030			384,287
Recordkeeping fees		48,805			29,656			33,543			37,224			135,978
Custodian fees (Note 5)		63,432			17,146			79,484			119,292			396,282
Registration fees		45,119			29,918			61,811			67,573			100,412
Professional fees		27,415			27,415			27,415			27,415			27,415
Printing and postage		26,401			24,434			9,792			20,203			63,640
Directors’ fees		15,392			15,392			15,392			15,392			15,392
Insurance premiums		3,744			904			7,897			11,170			41,310
Distribution services fees (Note 5)—
Advisor class of shares		—			—			—			—			198,057
Miscellaneous		9,059			9,526			25,203			17,603			47,901

Total expenses		2,709,456			624,190			2,213,610			3,367,154			11,782,765
Deduct (Note 5)—
Expense waivers		(149,770	)		(36,983	)		(1,191,723	)		(823,786	)		(1,596,408	)

Net expenses		2,559,686			587,207			1,021,887			2,543,368			10,186,357

Net investment income		7,957,676			3,559,830			149,314			2,161,718			4,265,991
Net Realized and Unrealized Gain on Investments:
Net realized gain on investment transactions		9,301,817			1,078,917			94			104,695			163,048
Net change in unrealized appreciation on investments		628,060			676,663			—			—			—

Net realized and unrealized gain on investments		9,929,877			1,755,580			94			104,695			163,048

Change in net assets resulting from operations	$	17,887,553		$	5,315,410		$	149,408		$	2,266,413		$	4,429,039

(1)	Dividend income from investments in affiliated entities as of August 31, 2011 was $7,373.

(2)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

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

109


Statements of Changes in Net Assets



	Large-Cap Value Fund						Large-Cap Growth Fund						Large-Cap Focus Fund
	Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011
Increase (Decrease) in Net Assets
Operations—
Net investment income (loss)	$	1,619,796		$	1,853,037		$	8,335		$	138,734		$	205,588
Net realized gain (loss) on investments		11,834,219			1,733,266			19,594,301			20,901,834			176,511
Net realized gain (loss) on options		234,187			(1,013,489	)		—			(880,867	)		—
Net change in unrealized appreciation (depreciation) on investments and options		16,086,191			(1,407,361	)		14,226,224			(14,504,555	)		798,857

Change in net assets resulting from operations		29,774,393			1,165,453			33,828,860			5,655,146			1,180,956
Distributions to Shareholders—
Distributions to shareholders from net investment income—
Investor class of shares		(458,966	)		(975,489	)		(53,021	)		(144,241	)		(7,094	)
Advisor class of shares		(13,552	)(2)		(80,088	)		—			(13,229	)		—
Institutional class of shares		(591,867	)		(1,512,836	)		(368,521	)		(392,103	)		(24,997	)

Change in net assets resulting from distributions to shareholders		(1,064,385	)		(2,568,413	)		(421,542	)		(549,573	)		(32,091	)
Capital Stock Transactions—
Proceeds from sale of shares		37,073,195			22,409,599			34,926,205			17,399,058			65,196,216
Net asset value of shares issued to shareholders in payment of distributions declared		899,058			2,028,332			357,848			472,923			32,065
Cost of shares redeemed		(87,743,359	)		(47,333,876	)		(41,404,671	)		(27,847,410	)		(11,509,416	)
Redemption fees		5,536			12,860			3,420			4,033			9,868

Change in net assets resulting from capital stock transactions		(49,765,570	)		(22,883,085	)		(6,117,198	)		(9,971,396	)		53,728,733

Change in net assets		(21,055,562	)		(24,286,045	)		27,290,120			(4,865,823	)		54,877,598
Net Assets:
Beginning of year		167,777,996			192,064,041			156,816,324			161,682,147			—

End of year	$	146,722,434		$	167,777,996		$	184,106,444		$	156,816,324		$	54,877,598

Undistributed net investment income (distributions in excess of net investment income) included in net assets at end of period	$	756,720		$	290,806		$	—		$	137,828		$	179,082

(1)	Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.

(2)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

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

110


		Marshall Funds



Mid-Cap Value Fund						Mid-Cap Growth Fund						Small-Cap Value Fund			Small-Cap Growth Fund
Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011 (1)			Year Ended August 31, 2011			Year Ended August 31, 2010


$	1,553,345		$	1,159,988		$	(12,971	)	$	(881,455	)	$	(24,535	)	$	(4,033,559	)	$	(3,478,208	)
	21,248,266			16,132,575			31,682,442			27,399,015			(63,297	)		58,291,035			60,461,823
	—			—			—			—			—			—			—
	15,413,330			(654,828	)		12,375,207			1,202,544			(1,973,666	)		15,814,744			(21,329,131	)

	38,214,941			16,637,735			44,044,678			27,720,104			(2,061,498	)		70,072,220			35,654,484


	(687,246	)		(775,449	)		—			—			—			—			—
	—			(40,878	)		—			—			—			—			—
	(785,419	)		(906,429	)		—			(172,984	)		—			—			—

	(1,472,665	)		(1,722,756	)		—			(172,984	)		—			—			—

	58,081,551			40,185,586			79,829,949			22,713,218			31,152,617			332,975,783			179,822,966
	1,240,397			1,464,910			—			143,811			—			—			—
	(83,190,526	)		(49,253,360	)		(72,958,688	)		(39,428,575	)		(4,145,472	)		(225,813,864	)		(106,747,686	)
	17,089			27,083			6,420			5,796			—			75,634			43,390

	(23,851,489	)		(7,575,781	)		6,877,681			(16,565,750	)		27,007,145			107,237,553			73,118,670

	12,890,787			7,339,198			50,922,359			10,981,370			24,945,647			177,309,773			108,773,154

	226,742,958			219,403,760			203,527,584			192,546,214			—			351,545,402			242,772,248

$	239,633,745		$	226,742,958		$	254,449,943		$	203,527,584		$	24,945,647		$	528,855,175		$	351,545,402

$	556,761		$	805,501		$	—		$	—		$	—		$	—		$	(221,564	)

111


Statements of Changes in Net Assets



	International Stock Fund						Emerging Markets Equity Fund						Ultra Short Tax-Free Fund
	Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010 (2)
Increase (Decrease) in Net Assets
Operations—
Net investment income	$	1,296,947		$	1,086,464		$	551,325		$	280,217		$	5,523,704		$	2,232,999
Net realized gain (loss) on investments		4,759,532			11,335,736			5,080,692			2,738,193			139,649			(8,856	)
Net realized loss on foreign currency contracts		(40,749	)		(213,299	)		(9,783	)		(23,909	)		—			—
Net realized gain (loss) on futures contracts		—			—			—			—			(15,629	)		(70,036	)
Net change in unrealized appreciation (depreciation) on investments, futures contracts and foreign currency translation		482,276			(10,966,606	)		(2,863,093	)		5,183,591			(606,557	)		1,162,316

Change in net assets resulting from operations		6,498,006			1,242,295			2,759,141			8,178,092			5,041,167			3,316,423
Distributions to Shareholders—
Distributions to shareholders from net investment income—
Investor class of shares		(794,067	)		(898,289	)		(385,785	)		(110,836	)		(678,289	)		(295,572	)
Advisor class of shares		—			(80,632	)		—			(2,648	)		—			—
Institutional class of shares		(914,596	)		(1,543,296	)		(1,408,143	)		(475,490	)		(4,845,415	)		(1,946,830	)
Distributions to shareholders from net realized gain on investments—
Investor class of shares		—			—			(725,811	)		(363,626	)		(7,189	)		—
Advisor class of shares		—			—			—			(8,688	)		—			—
Institutional class of shares		—			—			(2,475,979	)		(1,404,060	)		(43,559	)		—

Change in net assets resulting from distributions to shareholders		(1,708,663	)		(2,522,217	)		(4,995,718	)		(2,365,348	)		(5,574,452	)		(2,242,402	)
Capital Stock Transactions—
Proceeds from sale of shares		17,456,855			8,623,269			13,317,808			14,106,107			359,594,924			357,738,451
Net asset value of shares issued to shareholders in payment of distributions declared		1,646,628			2,367,921			4,895,749			2,331,575			1,408,135			398,430
Cost of shares redeemed		(19,161,217	)		(60,425,669	)		(27,553,764	)		(7,580,853	)		(243,246,122	)		(52,902,440	)
Redemption fees		1,373			4,240			670			2			77,070			180

Change in net assets resulting from capital stock transactions		(56,361	)		(49,430,239	)		(9,339,537	)		8,856,831			117,834,007			305,234,621

Change in net assets		4,732,982			(50,710,161	)		(11,576,114	)		14,669,575			117,300,722			306,308,642
Net Assets:
Beginning of year		63,590,476			114,300,637			60,493,235			45,823,660			306,308,642			—

End of year	$	68,323,458		$	63,590,476		$	48,917,121		$	60,493,235		$	423,609,364		$	306,308,642

Undistributed net investment income (distributions in excess of net investment income) included in net assets at end of period	$	1,059,649		$	1,422,158		$	289,402		$	192,919		$	(1,555	)	$	—

(1)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

(2)	Reflects operations for the period from October 1, 2009 (commencement of operations) to August 31, 2010.

(3)	Reflects operations for the period from December 28, 2010 (commencement of operations) to August 31, 2011.

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

112


		Marshall Funds



Short-Term Income Fund						Short-Intermediate Bond Fund						Intermediate Tax-Free Fund						Government Income Fund
Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010


$	3,468,750		$	3,554,690		$	3,238,693		$	4,576,303		$	15,768,406		$	9,351,586		$	6,571,022		$	14,125,271
	22,595			412,131			797,285			6,068,435			829,116			1,188,244			12,898,480			15,215,197
	—			—			—			—			—			—			—			—
	—			154,088			—			—			(735,137	)		(188,585	)		—			—
	(231,536	)		3,255,175			2,546,877			10,194,298			(3,477,646	)		15,278,917			(7,005,354	)		9,197,292

	3,259,809			7,376,084			6,582,855			20,839,036			12,384,739			25,630,162			12,464,148			38,537,760


	(1,351,289	)		(1,139,578	)		(997,738	)		(1,216,386	)		(12,251,828	)		(9,351,586	)		(4,716,937	)		(8,139,606	)
	(26,818	)(1)		(76,903	)		(20,354	)(1)		(99,869	)		—			—			(28,678	)(1)		(151,957	)
	(1,704,534	)		(2,172,187	)		(2,077,200	)		(2,553,819	)		(3,516,578	)(3)		—			(1,778,797	)		(4,607,938	)

	—			—			—			—			(1,224,322	)		(263,593	)		(7,440,967	)		—
	—			—			—			—			—			—			—			—
	—			—			—			—			—			—			(3,211,556	)		—

	(3,082,641	)		(3,388,668	)		(3,095,292	)		(3,870,074	)		(16,992,728	)		(9,615,179	)		(17,176,935	)		(12,899,501	)

	85,224,333			59,327,003			25,844,448			28,779,762			479,393,400			315,432,342			39,580,323			77,150,150
	1,700,975			2,027,604			2,275,372			2,736,062			9,959,035			4,601,960			14,673,268			9,867,231
	(64,700,039	)		(33,572,020	)		(54,827,581	)		(51,569,007	)		(356,127,826	)		(55,240,195	)		(191,452,462	)		(179,603,221	)
	30,809			4,353			15,010			8,071			67,889			34,057			19,993			17,484

	22,256,078			27,786,940			(26,692,751	)		(20,045,112	)		133,292,498			264,828,164			(137,178,878	)		(92,568,356	)

	22,433,246			31,774,356			(23,205,188	)		(3,076,150	)		128,684,509			280,843,147			(141,891,665	)		(66,930,097	)

	129,040,231			97,265,875			179,962,901			183,039,051			422,804,388			141,961,241			393,656,562			460,586,659

$	151,473,477		$	129,040,231		$	156,757,713		$	179,962,901		$	551,488,897		$	422,804,388		$	251,764,897		$	393,656,562

$	132,775		$	107,056		$	170,292		$	170,293		$	182,492		$	4,029		$	165,359		$	79,655

113


Statements of Changes in Net Assets



	Corporate Income Fund						Aggregate Bond Fund						Core Plus Bond Fund
	Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010
Increase (Decrease) in Net Assets
Operations—
Net investment income	$	3,140,025		$	1,728,985		$	7,957,676		$	7,897,322		$	3,559,830		$	2,506,781
Net realized gain on investments		1,030,668			1,376,579			9,301,817			10,802,503			1,078,917			1,712,741
Net change in unrealized appreciation (depreciation) on investments		(6,844	)		2,505,575			628,060			13,090,311			676,663			2,528,933

Change in net assets resulting from operations		4,163,849			5,611,139			17,887,553			31,790,136			5,315,410			6,748,455
Distributions to Shareholders—
Distributions to shareholders from net investment income—
Investor class of shares		(719,639	)		(424,284	)		(3,392,388	)		(2,790,164	)		(1,955,431	)		(1,267,616	)
Advisor class of shares		(19,418	)(1)		(74,924	)		(10,348	)(1)		(49,315	)		—			—
Institutional class of shares		(2,549,966	)		(1,304,706	)		(4,439,397	)		(4,672,012	)		(1,760,085	)		(1,479,118	)
Distributions to shareholders from net realized gain on investments—
Investor class of shares		(445,673	)		(44,520	)		(6,037,464	)		—			(817,182	)		(31,288	)
Advisor class of shares		—			(9,812	)		—			—			—			—
Institutional class of shares		(1,180,761	)		(98,937	)		(7,148,125	)		—			(776,479	)		(39,316	)

Change in net assets resulting from distributions to shareholders		(4,915,457	)		(1,957,183	)		(21,027,722	)		(7,511,491	)		(5,309,177	)		(2,817,338	)
Capital Stock Transactions—
Proceeds from sale of shares		34,962,292			46,240,567			212,334,484			97,425,878			42,758,412			24,643,166
Net asset value of shares issued to shareholders in payment of distributions declared		4,378,777			1,732,543			19,576,144			6,089,791			5,110,252			2,671,836
Cost of shares redeemed		(14,545,981	)		(4,611,844	)		(74,618,787	)		(41,286,844	)		(13,986,481	)		(9,747,181	)
Redemption fees		16,675			20			5,002			5			3,680			3,824

Change in net assets resulting from capital stock transactions		24,811,763			43,361,286			157,296,843			62,228,830			33,885,863			17,571,645

Change in net assets		24,060,155			47,015,242			154,156,674			86,507,475			33,892,096			21,502,762
Net Assets:
Beginning of year		69,744,949			22,729,707			315,235,552			228,728,077			75,626,536			54,123,774

End of year	$	93,805,104		$	69,744,949		$	469,392,226		$	315,235,552		$	109,518,632		$	75,626,536

Undistributed net investment income (distributions in excess of net investment income) included in net assets at end of period	$	(2,272	)	$	(2,273	)	$	11,570		$	11,569		$	(2,273	)	$	(2,274	)

(1)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

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

114


		Marshall Funds



Government Money Market Fund						Tax-Free Money Market Fund						Prime Money Market Fund
Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010			Year Ended August 31, 2011			Year Ended August 31, 2010


$	149,314		$	357,365		$	2,161,718		$	4,064,458		$	4,265,991		$	6,812,325
	94			—			104,695			230,425			163,048			7,139
	—			—			—			—			—			—

	149,408			357,365			2,266,413			4,294,883			4,429,039			6,819,464


	(22,849	)		(42,014	)		(159,815	)		(1,060,764	)		(165,239	)		(699,078	)
	—			—			—			—			(6,517	)		(7,597	)
	(126,465	)		(315,351	)		(2,001,903	)		(3,003,694	)		(4,094,235	)		(6,105,650	)

	(30	)		—			(31,369	)		(86,477	)		—			—
	—			—			—			—			—			—
	(64	)		—			(73,326	)		(143,948	)		—			—

	(149,408	)		(357,365	)		(2,266,413	)		(4,294,883	)		(4,265,991	)		(6,812,325	)

	5,110,711,968			5,339,833,493			2,331,341,990			1,906,174,302			12,983,614,054			12,932,785,896
	40,352			89,629			268,014			628,092			716,309			1,513,014
	(5,277,980,800	)		(5,548,624,053	)		(2,380,977,415	)		(1,984,989,702	)		(12,910,474,846	)		(14,743,532,983	)
	—			—			—			—			—			—

	(167,228,480	)		(208,700,931	)		(49,367,411	)		(78,187,308	)		73,855,517			(1,809,234,073	)

	(167,228,480	)		(208,700,931	)		(49,367,411	)		(78,187,308	)		74,018,565			(1,809,226,934	)

	667,637,685			876,338,616			907,135,243			985,322,551			3,557,886,591			5,367,113,525

$	500,409,205		$	667,637,685		$	857,767,832		$	907,135,243		$	3,631,905,156		$	3,557,886,591

$	—		$	—		$	53		$	53		$	46,112		$	40,697

115


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 (loss)			Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency transactions			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 transactions			Total distributions			Net asset value, end of period		Total return(1)(4)			Ratios to Average Net Assets(5)									Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Period Ended August 31,	Net asset value, beginning of period		Net investment income (loss)						Total from investment operations			Distributions to shareholders from net investment income						Total distributions			Net asset value, end of period		Total return(1)(4)			Net Expenses(2)			Expense waiver(2)			Net investment income (loss)(2)			Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Large-Cap Value Fund
2007(3)	$	13.94	$	0.18		$	1.55		$	1.73		$	(0.18	)	$	(1.19	)	$	(1.37	)	$	14.30		12.89	%		1.22	%		0.01	%		1.26	%	$	329,192		43	%
2008(3)		14.30		0.18			(1.58	)		(1.40	)		(0.14	)		(0.69	)		(0.83	)		12.07		(10.48	)		1.24			—			1.11			103,979		40
2009(3)		12.07		0.16			(2.64	)		(2.48	)		(0.17	)		(0.00	)		(0.17	)		9.42		(20.50	)		1.33			—			1.80			80,537		73
2010(3)		9.42		0.09			(0.12	)		(0.03	)		(0.12	)		—			(0.12	)		9.27		(0.42	)		1.27			0.06			0.85			73,579		82
2011(3)		9.27		0.09			1.31			1.40			(0.05	)		—			(0.05	)		10.62		15.15			1.24			0.05			0.78			67,845		55
Large-Cap Growth Fund
2007(3)		12.16		0.01			1.99			2.00			0.00			(0.43	)		(0.43	)		13.73		16.68			1.27			0.01			0.09			246,811		75
2008(3)		13.73		(0.03	)		(0.73	)		(0.76	)		(0.01	)		(1.14	)		(1.15	)		11.82		(6.62	)		1.27			—			(0.10	)		74,507		122
2009(3)		11.82		0.03			(2.20	)		(2.17	)		(0.01	)		—			(0.01	)		9.64		(18.34	)		1.39			—			0.38			55,665		142
2010(3)		9.64		(0.01	)		0.29			0.28			(0.02	)		—			(0.02	)		9.90		2.94			1.28			0.07			(0.07	)		60,125		121
2011(3)		9.90		(0.02	)		2.10			2.08			(0.01	)		—			(0.01	)		11.97		20.99			1.24			0.05			(0.14	)		80,508		113
Large-Cap Focus Fund
2011(3)(10)		10.00		0.03			1.14			1.17			(0.01	)		—			(0.01	)		11.16		11.65			0.90			0.32			0.26			24,253		82
Mid-Cap Value Fund
2007(3)		15.08		0.06			1.94			2.00			(0.07	)		(1.38	)		(1.45	)		15.63		13.52			1.21			0.01			0.37			572,444		62
2008(3)		15.63		0.06			(1.49	)		(1.43	)		(0.06	)		(1.99	)		(2.05	)		12.15		(10.27	)		1.24			—			0.35			166,722		41
2009(3)		12.15		0.06			(2.01	)		(1.95	)		(0.02	)		(0.55	)		(0.57	)		9.63		(14.74	)		1.37			—			0.64			122,051		63
2010(3)		9.63		0.04			0.69			0.73			(0.06	)		—			(0.06	)		10.30		7.62			1.27			0.04			0.38			121,288		58
2011(3)		10.30		0.06			1.63			1.69			(0.06	)		—			(0.06	)		11.93		16.35			1.24			0.02			0.47			131,209		37
Mid-Cap Growth Fund
2007(3)		14.43		(0.10	)		3.13			3.03			—			—			—			17.46		21.00			1.27			0.01			(0.61	)		222,095		169
2008(3)		17.46		(0.30	)		(0.06	)		(0.36	)		—			—			—			17.10		(2.06	)		1.26			—			(0.58	)		71,086		186
2009(3)		17.10		(0.01	)		(3.87	)		(3.88	)		—			(0.60	)		(0.60	)		12.62		(21.96	)		1.35			—			(0.07	)		53,443		224
2010(3)		12.62		(0.08	)		1.88			1.80			—			—			—			14.42		14.26			1.26			0.04			(0.58	)		63,584		133
2011(3)		14.42		(0.04	)		3.40			3.36			—			—			—			17.78		23.30			1.23			0.00	(6)		(0.21	)		92,911		79
Small-Cap Value Fund
2011(3)(11)		10.00		(0.01	)		(0.74	)		(0.75	)		—			—			—			9.25		(7.50	)		1.24			0.57			(0.21	)		22,132		21
Small-Cap Growth Fund
2007(3)		16.44		(0.15	)		4.05			3.90			—			(1.33	)		(1.33	)		19.01		24.73			1.53			0.01			(0.91	)		255,894		176
2008(3)		19.01		(0.22	)		(1.27	)		(1.49	)		—			(3.33	)		(3.33	)		14.19		(10.37	)		1.51			—			(0.92	)		144,938		174
2009(3)		14.19		(0.02	)		(2.25	)		(2.27	)		—			—			—			11.92		(16.00	)		1.60			—			(0.18	)		102,186		233
2010(3)		11.92		(0.15	)		2.26			2.11			—			—			—			14.03		17.70			1.47			0.07			(1.18	)		163,225		153
2011(3)		14.03		(0.14	)		3.60			3.46			—			—			—			17.49		24.66			1.44			0.02			(0.90	)		335,200		101
International Stock Fund
2007(3)		16.41		0.21			2.64			2.85			(0.04	)		(1.88	)		(1.92	)		17.34		18.37			1.45			0.02			1.23			267,675		98
2008(3)		17.34		0.19			(2.92	)		(2.73	)		(0.20	)		(2.00	)		(2.20	)		12.41		(18.11	)		1.47			—			0.74			89,374		62
2009(3)		12.41		0.22			(3.19	)		(2.97	)		(0.33	)		(0.27	)		(0.60	)		8.84		(22.94	)		1.69			—			1.33			34,718		113
2010(3)		8.84		0.14			(0.24	)		(0.10	)		(0.26	)		—			(0.26	)		8.48		(1.25	)		1.45			0.48			1.28			27,883		116
2011(3)		8.48		0.14			0.73			0.87			(0.22	)		—			(0.22	)		9.13		10.17			1.45			0.35			1.62			33,431		75
Emerging Markets Equity Fund
2009(3)(8)		10.00		0.08			4.38			4.46			(0.01	)		—			(0.01	)		14.45		44.61			1.50			1.27			1.52			6,691		58
2010(3)		14.45		0.03			2.37			2.40			(0.16	)		(0.52	)		(0.68	)		16.17		16.63			1.50			0.51			0.28			12,856		30
2011(3)		16.17		0.08			0.86			0.94			(0.45	)		(0.85	)		(1.30	)		15.81		5.08			1.50			0.37			0.67			11,753		34

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

116


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 (loss)		Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency transactions			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 transactions			Total distributions			Net asset value, end of period		Total return(1)(4)			Ratios to Average Net Assets(5)									Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Period Ended August 31,	Net asset value, beginning of period		Net investment income (loss)					Total from investment operations		Distributions to shareholders from net investment income						Total distributions			Net asset value, end of period		Total return(1)(4)			Net Expenses(2)			Expense waiver(2)			Net investment income (loss)(2)			Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Ultra Short Tax-Free Fund
2010(3)(9)	$	10.00	$	0.11	$	0.07		$	0.18	$	(0.11	)	$	—		$	(0.11	)	$	10.07		1.82	%		0.55	%		0.16	%		1.25	%	$	33,189		83	%
2011(3)		10.07		0.14		(0.01	)		0.13		(0.14	)		—			(0.14	)		10.06		1.33			0.55			0.10			1.41			55,069		148
Short-Term Income Fund
2007(3)		9.00		0.38		0.04			0.42		(0.40	)		—			(0.40	)		9.02		4.78			0.58			0.52			4.28			75,677		52
2008(3)		9.02		0.41		(0.11	)		0.30		(0.40	)		—			(0.40	)		8.92		3.38			0.60			0.20			4.48			28,232		47
2009(3)		8.92		0.36		0.04			0.40		(0.35	)		—			(0.35	)		8.97		4.77			0.60			0.27			4.11			29,403		49
2010(3)		8.97		0.27		0.32			0.59		(0.26	)		—			(0.26	)		9.30		6.61			0.60			0.20			2.95			52,353		50
2011(3)		9.30		0.25		(0.00	)		0.25		(0.23	)		—			(0.23	)		9.32		2.59			0.60			0.18			2.65			64,882		114
Short-Intermediate Bond Fund
2007(3)		9.23		0.43		(0.08	)		0.35		(0.42	)		—			(0.42	)		9.16		3.86			0.75			0.26			4.56			359,507		421
2008(3)		9.16		0.44		(0.26	)		0.18		(0.43	)		—			(0.43	)		8.91		1.91			0.80			0.06			4.69			95,322		293
2009(3)		8.91		0.46		0.09			0.55		(0.46	)		—			(0.46	)		9.00		7.05			0.80			0.14			5.64			59,653		360
2010(3)		9.00		0.23		0.86			1.09		(0.19	)		—			(0.19	)		9.90		12.25			0.80			0.14			2.43			65,383		373
2011(3)		9.90		0.18		0.22			0.40		(0.17	)		—			(0.17	)		10.13		4.07			0.80			0.13			1.78			54,028		445
Intermediate Tax-Free Fund
2007(3)		10.03		0.36		(0.10	)		0.26		(0.36	)		—			(0.36	)		9.93		2.59			0.60			0.53			3.56			82,037		48
2008(3)		9.93		0.39		0.28			0.67		(0.39	)		—			(0.39	)		10.21		6.84			0.55			0.58			3.84			89,772		196
2009(3)		10.21		0.41		0.19			0.60		(0.41	)		(0.12	)		(0.53	)		10.28		6.21			0.55			0.58			4.14			141,961		92
2010(3)		10.28		0.38		0.61			0.99		(0.38	)		(0.02	)		(0.40	)		10.87		9.78			0.55			0.53			3.58			422,804		45
2011(3)		10.87		0.36		(0.09	)		0.27		(0.36	)		(0.03	)		(0.39	)		10.75		2.65			0.55			0.33			3.44			385,220		59
Government Income Fund
2007(3)		9.42		0.42		0.02			0.44		(0.42	)		—			(0.42	)		9.44		4.71			0.89			0.29			4.44			550,614		686
2008(3)		9.44		0.45		(0.07	)		0.38		(0.44	)		—			(0.44	)		9.38		4.01			0.80			0.06			4.68			367,555		284
2009(3)		9.38		0.45		0.36			0.81		(0.44	)		(0.26	)		(0.70	)		9.49		9.26			0.80			0.10			4.96			296,190		360
2010(3)		9.49		0.32		0.57			0.89		(0.29	)		—			(0.29	)		10.09		9.49			0.80			0.11			3.24			274,660		383
2011(3)		10.09		0.21		0.25			0.46		(0.21	)		(0.30	)		(0.51	)		10.04		4.72			0.80			0.13			2.08			204,664		717
Corporate Income Fund
2009(3)(8)		10.00		0.34		1.57			1.91		(0.34	)		—			(0.34	)		11.57		19.44			0.80			1.04			5.07			5,570		38
2010(3)		11.57		0.50		1.00			1.50		(0.52	)		(0.07	)		(0.59	)		12.48		13.28			0.80			0.30			4.01			15,546		80
2011(3)		12.48		0.49		0.18			0.67		(0.51	)		(0.28	)		(0.79	)		12.36		5.60			0.80			0.08			3.95			17,542		48
Aggregate Bond Fund
2007(3)(7)		10.00		0.11		0.10			0.21		(0.11	)		—			(0.11	)		10.10		2.11			0.80			0.14			4.38			59,013		129
2008(3)		10.10		0.47		(0.04	)		0.43		(0.46	)		(0.06	)		(0.52	)		10.01		4.32			0.80			0.08			4.64			79,471		333
2009(3)		10.01		0.50		0.48			0.98		(0.48	)		(0.32	)		(0.80	)		10.19		11.12			0.80			0.12			5.40			76,892		445
2010(3)		10.19		0.29		0.94			1.23		(0.28	)		—			(0.28	)		11.14		12.25			0.80			0.09			2.73			133,878		449
2011(3)		11.14		0.21		0.23			0.44		(0.20	)		(0.40	)		(0.60	)		10.98		4.24			0.80			0.04			1.93			229,245		586
Core Plus Bond Fund
2009(3)(8)		10.00		0.25		0.82			1.07		(0.26	)		—			(0.26	)		10.81		10.83			0.80			0.32			4.02			21,057		26
2010(3)		10.81		0.40		0.68			1.08		(0.44	)		(0.01	)		(0.45	)		11.44		10.19			0.80			0.17			3.58			39,776		72
2011(3)		11.44		0.46		0.22			0.68		(0.48	)		(0.23	)		(0.71	)		11.41		6.18			0.80			0.04			4.03			62,121		48
Government Money Market Fund
2007		1.00		0.05		—			0.05		(0.05	)		—			(0.05	)		1.00		4.99			0.45			0.13			4.88			199,797		—
2008		1.00		0.03		0.00			0.03		(0.03	)		(0.00	)		(0.03	)		1.00		3.19			0.45			0.10			2.91			309,487		—
2009		1.00		0.01		0.00			0.01		(0.01	)		(0.00	)		(0.01	)		1.00		0.56			0.47	(12)		0.08			0.53			476,685		—
2010		1.00		0.00		—			0.00		(0.00	)		—			(0.00	)		1.00		0.01			0.28			0.26			0.01			353,637		—
2011		1.00		0.00		0.00			0.00		(0.00	)		(0.00	)		(0.00	)		1.00		0.01			0.21			0.34			0.01			256,327		—

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

117


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 (loss)		Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency transactions		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 transactions			Total distributions			Net asset value, end of period		Total return(1)(4)			Ratios to Average Net Assets(5)									Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Period Ended August 31,	Net asset value, beginning of period		Net investment income (loss)				Total from investment operations		Distributions to shareholders from net investment income						Total distributions			Net asset value, end of period		Total return(1)(4)			Net Expenses(2)			Expense waiver(2)			Net investment income (loss)(2)			Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Tax-Free Money Market Fund
2007	$	1.00	$	0.03	$	0.00	$	0.03	$	(0.03	)	$	(0.00	)	$	(0.03	)	$	1.00		3.33	%		0.45	%		0.13	%		3.28	%	$	308,414		—	%
2008		1.00		0.03		0.00		0.03		(0.03	)		(0.00	)		(0.03	)		1.00		2.57			0.45			0.09			2.48			424,211		—
2009		1.00		0.01		0.00		0.01		(0.01	)		(0.00	)		(0.01	)		1.00		1.42			0.48	(12)		0.08			1.40			389,143		—
2010		1.00		0.00		0.00		0.00		(0.00	)		(0.00	)		(0.00	)		1.00		0.30			0.45			0.09			0.29			299,374		—
2011		1.00		0.00		0.00		0.00		(0.00	)		(0.00	)		(0.00	)		1.00		0.07			0.44			0.10			0.06			243,833		—
Prime Money Market Fund
2007		1.00		0.05		—		0.05		(0.05	)		—			(0.05	)		1.00		5.06			0.45			0.02			4.95			2,753,457		—
2008		1.00		0.04		—		0.04		(0.04	)		—			(0.04	)		1.00		3.65			0.45			0.01			3.65			2,524,244		—
2009		1.00		0.01		—		0.01		(0.01	)		—			(0.01	)		1.00		1.15			0.49	(12)		0.00	(6)		1.16			2,240,416		—
2010		1.00		0.00		—		0.00		(0.00	)		—			(0.00	)		1.00		0.04			0.41			0.05			0.04			1,412,771		—
2011		1.00		0.00		—		0.00		(0.00	)		—			(0.00	)		1.00		0.01			0.38			0.08			0.01			1,401,557		—

(1)	Based on net asset value as of end of period date.

(2)	The contractual and voluntary expense waivers pursuant to Note 5 of the financial statements are reflected in both the expense and net investment income (loss) ratios.

(3)	Redemption fees consisted of per share amounts less than $0.01.

(4)	Not annualized for periods less than one year.

(5)	Annualized for periods less than one year.

(6)	Represents less than 0.005%.

(7)	Reflects operations for the period from June 1, 2007 (commencement of operations) to August 31, 2007.

(8)	Reflects operations for the period from December 23, 2008 (commencement of operations) to August 31, 2009.

(9)	Reflects operations for the period from October 1, 2009 (commencement of operations) to August 31, 2010.

(10)	Reflects operations for the period from September 1, 2010 (commencement of operations) to August 31, 2011.

(11)	Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.

(12)	Participation fees for the Treasury’s Temporary Guarantee Program in the Government Money Market Fund, Tax-Free Money Market Fund and Prime Money Market Fund amounted to 0.03%, 0.03% and 0.04%, respectively.


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 (loss)		Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency transactions		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 transactions		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 (loss)				Total from investment operations		Distributions to shareholders from net investment income					Total distributions			Net asset value, end of period		Total return(1)			Net Expenses(2)			Expense waiver(2)			Net investment income (loss)(2)			Net assets, end of period (000 omitted)		Portfolio turnover rate
Prime Money Market Fund
2007	$	1.00	$	0.05	$	—	$	0.05	$	(0.05	)	$	—	$	(0.05	)	$	1.00		4.75	%		0.75	%		0.02	%		4.65	%	$	115,093		—	%
2008		1.00		0.03		—		0.03		(0.03	)		—		(0.03	)		1.00		3.34			0.75			0.01			3.20			140,379		—
2009		1.00		0.01		—		0.01		(0.01	)		—		(0.01	)		1.00		0.85			0.78	(3)		0.01			0.91			102,679		—
2010		1.00		0.00		—		0.00		(0.00	)		—		(0.00	)		1.00		0.01			0.45			0.31			0.01			68,035		—
2011		1.00		0.00		—		0.00		(0.00	)		—		(0.00	)		1.00		0.01			0.38			0.38			0.01			65,865		—

(1)	Based on net asset value as of end of period date, which does not reflect the sales charge, or contingent deferred sales charge, if applicable.

(2)	The contractual and voluntary expense waivers pursuant to Note 5 of the financial statements are reflected in both the expense and net investment income (loss) ratios.

(3)	Participation fees for the Treasury’s Temporary Guarantee Program in the Prime Money Market Fund amounted to 0.04%.

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

118


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 (loss)			Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency transactions			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 transactions			Total distributions			Net asset value, end of period		Total return(1)(4)			Ratios to Average Net Assets(5)									Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Period Ended August 31,	Net asset value, beginning of period		Net investment income (loss)						Total from investment operations			Distributions to shareholders from net investment income						Total distributions			Net asset value, end of period		Total return(1)(4)			Net Expenses(2)			Expense waiver(2)			Net investment income (loss)(2)			Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Large-Cap Value Fund
2008(3)(8)	$	12.99	$	0.10		$	(0.95	)	$	(0.85	)	$	(0.07	)	$	—		$	(0.07	)	$	12.07		(6.57	)%		1.00	%		—	%		1.54	%	$	152,572		40	%
2009(3)		12.07		0.19			(2.64	)		(2.45	)		(0.19	)		(0.00	)		(0.19	)		9.43		(20.27	)		1.08			—			2.04			104,984		73
2010(3)		9.43		0.11			(0.11	)		0.00			(0.15	)		—			(0.15	)		9.28		(0.14	)		1.02			0.06			1.09			88,269		82
2011(3)		9.28		0.11			1.32			1.43			(0.06	)		—			(0.06	)		10.65		15.47			0.99			0.05			1.03			78,877		55
Large-Cap Growth Fund
2008(3)(8)		11.97		0.01			(0.14	)		(0.13	)		—			—			—			11.84		(1.09	)		1.03			—			0.30			149,952		122
2009(3)		11.84		0.06			(2.21	)		(2.15	)		(0.02	)		—			(0.02	)		9.67		(18.16	)		1.14			—			0.62			100,612		142
2010(3)		9.67		0.02			0.29			0.31			(0.04	)		—			(0.04	)		9.94		3.17			1.03			0.07			0.18			91,433		121
2011(3)		9.94		0.01			2.11			2.12			(0.04	)		—			(0.04	)		12.02		21.33			0.99			0.05			0.11			103,598		113
Large-Cap Focus Fund
2011(3)(11)		10.00		0.06			1.14			1.20			(0.01	)		—			(0.01	)		11.19		12.01			0.65			0.32			0.47			30,625		82
Mid-Cap Value Fund
2008(3)(8)		12.55		0.04			(0.42	)		(0.38	)		—			—			—			12.17		(3.03	)		1.02			—			0.59			99,009		41
2009(3)		12.17		0.07			(2.01	)		(1.94	)		(0.05	)		(0.55	)		(0.60	)		9.63		(14.59	)		1.12			—			0.90			91,115		63
2010(3)		9.63		0.06			0.69			0.75			(0.09	)		—			(0.09	)		10.29		7.83			1.02			0.04			0.63			99,329		58
2011(3)		10.29		0.09			1.63			1.72			(0.08	)		—			(0.08	)		11.93		16.72			0.99			0.02			0.71			108,425		37
Mid-Cap Growth Fund
2008(3)(8)		17.09		(0.01	)		0.06			0.05			—			—			—			17.14		0.29			1.01			—			(0.19	)		171,529		186
2009(3)		17.14		0.02			(3.88	)		(3.86	)		—			(0.60	)		(0.60	)		12.68		(21.79	)		1.10			—			0.18			135,858		224
2010(3)		12.68		(0.05	)		1.89			1.84			(0.02	)		—			(0.02	)		14.50		14.49			1.01			0.04			(0.33	)		136,392		133
2011(3)		14.50		0.02			3.41			3.43			—			—			—			17.93		23.66			0.98			0.00	(6)		0.10			161,539		79
Small-Cap Value Fund
2011(3)(13)		10.00		0.00			(0.74	)		(0.74	)		—			—			—			9.26		(7.40	)		0.99			0.57			0.04			2,814		21
Small-Cap Growth Fund
2008(3)(8)		14.73		(0.03	)		(0.48	)		(0.51	)		—			—			—			14.22		(3.46	)		1.27			—			(0.49	)		134,623		174
2009(3)		14.22		0.01			(2.26	)		(2.25	)		—			—			—			11.97		(15.82	)		1.35			—			0.05			127,901		233
2010(3)		11.97		(0.12	)		2.27			2.15			—			—			—			14.12		17.96			1.22			0.07			(0.93	)		169,036		153
2011(3)		14.12		(0.11	)		3.64			3.53			—			—			—			17.65		25.00			1.19			0.02			(0.56	)		193,655		101
International Stock Fund
2007(3)		16.61		0.24			2.68			2.92			(0.07	)		(1.88	)		(1.95	)		17.58		18.65			1.20			0.02			1.48			250,012		98
2008(3)		17.58		0.23			(2.94	)		(2.71	)		(0.24	)		(2.00	)		(2.24	)		12.63		(17.74	)		1.23			—			1.58			253,158		62
2009(3)		12.63		0.29			(3.27	)		(2.98	)		(0.42	)		(0.27	)		(0.69	)		8.96		(22.51	)		1.44			—			1.64			76,756		113
2010(3)		8.96		0.25			(0.32	)		(0.07	)		(0.29	)		—			(0.29	)		8.60		(0.94	)		1.20			0.46			1.43			33,147		116
2011(3)		8.60		0.20			0.71			0.91			(0.25	)		—			(0.25	)		9.26		10.41			1.20			0.35			1.83			34,892		75
Emerging Markets Equity Fund
2009(3)(9)		10.00		0.09			4.39			4.48			(0.01	)		—			(0.01	)		14.47		44.82			1.25			1.27			1.54			39,054		58
2010(3)		14.47		0.09			2.35			2.44			(0.18	)		(0.52	)		(0.70	)		16.21		16.88			1.25			0.51			0.53			46,996		30
2011(3)		16.21		0.09			0.90			0.99			(0.49	)		(0.85	)		(1.34	)		15.86		5.32			1.25			0.36			0.85			37,164		34
Ultra Short Tax-Free Fund
2010 (3)(10)		10.00		0.13			0.07			0.20			(0.13	)		—			(0.13	)		10.07		2.05			0.30			0.16			1.52			273,120		83
2011 (3)		10.07		0.17			(0.01	)		0.16			(0.17	)		—			(0.17	)		10.06		1.58			0.30			0.10			1.64			368,540		148
Short-Term Income Fund
2007 (3)(7)		9.02		0.11			0.00			0.11			(0.11	)		—			(0.11	)		9.02		1.20			0.35			0.23			4.65			41,186		52
2008 (3)		9.02		0.43			(0.09	)		0.34			(0.43	)		—			(0.43	)		8.93		3.76			0.35			0.20			4.69			72,928		47
2009 (3)		8.93		0.38			0.04			0.42			(0.37	)		—			(0.37	)		8.98		5.03			0.35			0.27			4.47			66,039		49
2010 (3)		8.98		0.29			0.32			0.61			(0.28	)		—			(0.28	)		9.31		6.87			0.35			0.20			3.19			72,686		50
2011 (3)		9.31		0.26			(0.01	)		0.25			(0.24	)		—			(0.24	)		9.32		2.73			0.35			0.17			2.93			86,591		114

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

119


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 (loss)		Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency transactions			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 transactions			Total distributions			Net asset value, end of period		Total return(1)(4)			Ratios to Average Net Assets(5)									Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Period Ended August 31,	Net asset value, beginning of period		Net investment income (loss)					Total from investment operations		Distributions to shareholders from net investment income						Total distributions			Net asset value, end of period		Total return(1)(4)			Net Expenses(2)			Expense waiver(2)			Net investment income (loss)(2)			Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Short-Intermediate Bond Fund
2007(3)(7)	$	9.17	$	0.11	$	(0.01	)	$	0.10	$	(0.11	)	$	—		$	(0.11	)	$	9.16		1.12	%		0.55	%		0.08	%		4.90	%	$	181,534		421	%
2008(3)		9.16		0.45		(0.26	)		0.19		(0.45	)		—			(0.45	)		8.90		2.05			0.55			0.06			4.94			200,110		293
2009(3)		8.90		0.48		0.09			0.57		(0.48	)		—			(0.48	)		8.99		7.32			0.55			0.14			5.89			118,546		360
2010(3)		8.99		0.26		0.87			1.13		(0.22	)		—			(0.22	)		9.90		12.65			0.55			0.14			2.69			109,776		373
2011(3)		9.90		0.20		0.21			0.41		(0.19	)		—			(0.19	)		10.12		4.22			0.55			0.13			2.03			102,730		445
Intermediate Tax-Free Fund
2011(3)(12)		10.37		0.25		0.38			0.63		(0.25	)		—			(0.25	)		10.75		6.17			0.50			0.06			3.54			166,269		59
Government Income Fund
2007(3)(7)		9.41		0.11		0.03			0.14		(0.11	)		—			(0.11	)		9.44		1.54			0.55			0.13			4.87			141,305		686
2008(3)		9.44		0.46		(0.07	)		0.39		(0.46	)		—			(0.46	)		9.37		4.16			0.55			0.06			4.88			249,127		284
2009(3)		9.37		0.48		0.36			0.84		(0.46	)		(0.26	)		(0.72	)		9.49		9.65			0.55			0.10			5.22			159,881		360
2010(3)		9.49		0.35		0.55			0.90		(0.31	)		—			(0.31	)		10.08		9.65			0.55			0.11			3.52			113,314		383
2011(3)		10.08		0.24		0.24			0.48		(0.23	)		(0.30	)		(0.53	)		10.03		4.99			0.55			0.12			2.33			47,101		717
Corporate Income Fund
2009(3)(9)		10.00		0.35		1.58			1.93		(0.36	)		—			(0.36	)		11.57		19.63			0.55			1.04			4.88			15,927		38
2010(3)		11.57		0.53		0.99			1.52		(0.54	)		(0.07	)		(0.61	)		12.48		13.56			0.55			0.30			4.13			52,317		80
2011(3)		12.48		0.52		0.17			0.69		(0.54	)		(0.28	)		(0.82	)		12.35		5.77			0.55			0.08			4.18			76,263		48
Aggregate Bond Fund
2007(3)(7)		10.00		0.12		0.10			0.22		(0.12	)		—			(0.12	)		10.10		2.18			0.55			0.14			4.63			143,657		129
2008(3)		10.10		0.50		(0.04	)		0.46		(0.49	)		(0.06	)		(0.55	)		10.01		4.58			0.55			0.08			4.87			222,380		333
2009(3)		10.01		0.52		0.48			1.00		(0.50	)		(0.32	)		(0.82	)		10.19		11.40			0.55			0.12			5.66			150,309		445
2010(3)		10.19		0.32		0.93			1.25		(0.31	)		—			(0.31	)		11.13		12.43			0.55			0.09			3.03			178,962		449
2011(3)		11.13		0.23		0.24			0.47		(0.23	)		(0.40	)		(0.63	)		10.97		4.50			0.55			0.04			2.18			240,147		586
Core Plus Bond Fund
2009(3)(9)		10.00		0.26		0.83			1.09		(0.28	)		—			(0.28	)		10.81		11.04			0.55			0.32			3.73			33,067		26
2010(3)		10.81		0.42		0.68			1.10		(0.46	)		(0.01	)		(0.47	)		11.44		10.46			0.55			0.17			3.84			35,851		72
2011(3)		11.44		0.49		0.21			0.70		(0.50	)		(0.23	)		(0.73	)		11.41		6.45			0.55			0.04			4.28			47,398		48
Government Money Market Fund
2007		1.00		0.05		—			0.05		(0.05	)		—			(0.05	)		1.00		5.25			0.20			0.13			5.13			136,910		—
2008		1.00		0.03		0.00			0.03		(0.03	)		(0.00	)		(0.03	)		1.00		3.45			0.20			0.10			3.33			275,136		—
2009		1.00		0.01		0.00			0.01		(0.01	)		(0.00	)		(0.01	)		1.00		0.80			0.23	(14)		0.07			0.75			399,654		—
2010		1.00		0.00		—			0.00		(0.00	)		—			(0.00	)		1.00		0.09			0.20			0.09			0.09			314,001		—
2011		1.00		0.00		0.00			0.00		(0.00	)		(0.00	)		(0.00	)		1.00		0.04			0.17			0.13			0.04			244,082		—
Tax-Free Money Market Fund
2007		1.00		0.04		0.00			0.04		(0.04	)		(0.00	)		(0.04	)		1.00		3.59			0.20			0.13			3.53			243,842		—
2008		1.00		0.03		0.00			0.03		(0.03	)		(0.00	)		(0.03	)		1.00		2.83			0.20			0.09			2.67			398,315		—
2009		1.00		0.02		0.00			0.02		(0.02	)		(0.00	)		(0.02	)		1.00		1.68			0.23	(14)		0.08			1.62			596,180		—
2010		1.00		0.01		0.00			0.01		(0.01	)		(0.00	)		(0.01	)		1.00		0.55			0.20			0.09			0.53			607,761		—
2011		1.00		0.00		0.00			0.00		(0.00	)		(0.00	)		(0.00	)		1.00		0.31			0.20			0.08			0.30			613,935		—

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

120


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 (loss)		Net realized and unrealized gain (loss) on investments, options, futures contracts and foreign currency transactions		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 transactions		Total distributions			Net asset value, end of period		Total return(1)(4)			Ratios to Average Net Assets(5)									Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Period Ended August 31,	Net asset value, beginning of period		Net investment income (loss)				Total from investment operations		Distributions to shareholders from net investment income					Total distributions			Net asset value, end of period		Total return(1)(4)			Net Expenses(2)			Expense waiver(2)			Net investment income (loss)(2)			Net assets, end of period (000 omitted)		Portfolio turnover rate(4)
Prime Money Market Fund
2007	$	1.00	$	0.05	$	—	$	0.05	$	(0.05	)	$	—	$	(0.05	)	$	1.00		5.33	%		0.20	%		0.02	%		5.20	%	$	2,080,429		—	%
2008		1.00		0.04		—		0.04		(0.04	)		—		(0.04	)		1.00		3.91			0.20			0.01			3.69			3,101,260		—
2009		1.00		0.01		—		0.01		(0.01	)		—		(0.01	)		1.00		1.40			0.24	(14)		0.00	(6)		1.32			3,024,018		—
2010		1.00		0.00		—		0.00		(0.00	)		—		(0.00	)		1.00		0.25			0.20			0.01			0.25			2,077,081		—
2011		1.00		0.00		—		0.00		(0.00	)		—		(0.00	)		1.00		0.19			0.20			0.01			0.19			2,164,483		—

(1)	Based on net asset value as of end of period date.

(2)	The contractual and voluntary expense waivers pursuant to Note 5 of the financial statements are reflected in both the expense and net investment income (loss) ratios.

(3)	Redemption fees consisted of per share amounts less than $0.01.

(4)	Not annualized for periods less than one year.

(5)	Annualized for periods less than one year.

(6)	Represents less than 0.005%.

(7)	Reflects operations for the period from June 1, 2007 (commencement of operations) to August 31, 2007.

(8)	Reflects operations for the period from February 1, 2008 (commencement of operations) to August 31, 2008.

(9)	Reflects operations for the period from December 23, 2008 (commencement of operations) to August 31, 2009.

(10)	Reflects operations for the period from October 1, 2009 (commencement of operations) to August 31, 2010.

(11)	Reflects operations for the period from September 1, 2010 (commencement of operations) to August 31, 2011.

(12)	Reflects operations for the period from December 28, 2010 (commencement of operations) to August 31, 2011.

(13)	Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.

(14)	Participation fees for the Treasury’s Temporary Guarantee Program in the Government Money Market Fund, Tax-Free Money Market Fund and Prime Money Market Fund amounted to 0.03%, 0.03% and 0.04%, respectively.

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

121

August 31, 2011


Notes to Financial Statements

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. As of August 31, 2011, the Corporation consisted of twenty diversified portfolios (individually referred to as the “Fund,” or collectively as the “Funds”) with multiple classes of shares, as indicated in the accompanying table:


Portfolio Name	Advisor Class	Investor Class	Institutional Class	Investment Objective
Marshall Large-Cap Value Fund (“Large-Cap Value Fund”)	X*	X	X	To provide capital appreciation and above-average dividend income.
Marshall Large-Cap Growth Fund (“Large-Cap Growth Fund”)	X*	X	X	To provide capital appreciation.
Marshall Large-Cap Focus Fund (“Large-Cap Focus Fund”)		X	X	To provide capital appreciation.
Marshall Mid-Cap Value Fund (“Mid-Cap Value Fund”)	X*	X	X	To provide capital appreciation.
Marshall Mid-Cap Growth Fund (“Mid-Cap Growth Fund”)	X*	X	X	To provide capital appreciation.
Marshall Small-Cap Value Fund (“Small-Cap Value Fund”)		X**	X**	To provide capital appreciation.
Marshall Small-Cap Growth Fund (“Small-Cap Growth Fund”)	X*	X	X	To provide capital appreciation.
Marshall International Stock Fund (“International Stock Fund”)	X*	X	X	To provide capital appreciation.
Marshall Emerging Markets Equity Fund (“Emerging Markets Equity Fund”)	X*	X	X	To provide capital appreciation.
Marshall Ultra Short Tax-Free Fund (“Ultra Short Tax-Free Fund”)		X	X	To provide current income exempt from federal income tax consistent with the preservation of capital.
Marshall Short-Term Income Fund (“Short-Term Income Fund”)	X*	X	X	To maximize total return consistent with current income.
Marshall Short-Intermediate Bond Fund (“Short-Intermediate Bond Fund”)	X*	X	X	To maximize total return consistent with current income.
Marshall Intermediate Tax-Free Fund (“Intermediate Tax-Free Fund”)		X	X***	To provide a high level of current income that is exempt from federal income tax and is consistent with preservation of capital.
Marshall Government Income Fund (“Government Income Fund”)	X*	X	X	To provide current income.
Marshall Corporate Income Fund (“Corporate Income Fund”)	X*	X	X	To maximize total return consistent with current income.
Marshall Aggregate Bond Fund (“Aggregate Bond Fund”)	X*	X	X	To maximize total return consistent with current income.
Marshall Core Plus Bond Fund (“Core Plus Bond Fund”)		X	X	To maximize total return consistent with current income.
Marshall Government Money Market Fund (“Government Money Market Fund”)		X	X	To provide current income consistent with stability of principal.
Marshall Tax-Free Money Market Fund (“Tax-Free Money Market Fund”)		X	X	To provide current income that is exempt from federal income tax and is consistent with stability of principal.
Marshall Prime Money Market Fund (“Prime Money Market Fund”)	X	X	X	To provide current income consistent with stability of principal.

*	Effective through November 30, 2010 (termination of Advisor class of shares).

**	Commenced operations on March 1, 2011.

***	Commenced operations on December 28, 2010.

M&I Investment Management Corporation (the “Adviser”) serves as the investment advisor to the Funds, and is a wholly-owned subsidiary of Marshall & Ilsley Corporation (“M&I Corp.”). On December 17, 2010, BMO Financial Group (“BMO”) and M&I Corp. announced that they had entered into a definitive agreement under which BMO would acquire all outstanding shares of common stock of M&I Corp. in a stock-for-stock transaction (the “Transaction”). The Transaction closed on July 5, 2011.

122


		Marshall Funds

Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results may differ from those estimates.

Investment Valuations—Listed equity securities are valued each trading day at the last sale price or official closing price reported on a national securities exchange, including NASDAQ. Securities listed on a foreign exchange are valued each trading day at the last closing price on the principal exchange on which they are traded immediately prior to the time for determination of Net Asset Value (“NAV”) or at fair value as discussed below. Equity securities without a reported trade, U.S. government securities, listed corporate bonds, other fixed income and asset-backed securities with maturities of 60 days or more, 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. Fixed income securities which are not exchange traded 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. Fixed income securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost, which approximates fair value. Investments in other open-end registered investment companies are valued at net asset value. The money market funds use the amortized cost method to value portfolio securities in accordance with Rule 2a-7 under the Act.

Securities or other assets for which market valuations are not readily available, or are deemed to be inaccurate, are valued at fair value as determined in good faith using methods approved by the Board of Directors (the “Directors”). The Directors have established a Pricing Committee, which is responsible for determinations of fair value, subject to the supervision of the Directors. In determining fair value, the Pricing Committee takes into account all information available and any factors it deems appropriate. Consequently, the price of securities used by a Fund to calculate its NAV may differ from quoted or published prices for the same securities. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security is materially different than the value that would be realized upon the sale of that security and the differences may be material to the NAV of the respective Fund or the financial statements presented.

Securities held in the International Stock Fund and Emerging Markets Equity Fund may be listed on foreign exchanges that do not value their listed securities at the same time each Fund calculates its NAV. Most foreign markets close well before each Fund values its securities, generally 3:00 p.m. (Central Time). The earlier close of these foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim.

The Pricing Committee may determine that a security needs to be fair valued if, among other things, it believes the value of the security might have been materially affected by events occurring after the close of the market in which the security was principally traded, but before the time for determination of the NAV (“a subsequent event”). A subsequent event might include a company-specific development (for example, announcement of a merger that is made after the close of the foreign market), a development that might affect an entire market or region (for example, weather related events) or a potentially global development (such as a terrorist attack that may be expected to have an effect on investor expectations worldwide). The Funds have retained an independent fair value pricing service to assist in fair valuing foreign securities. The service utilizes statistical data based on historical performance of securities, markets, and other data in developing factors used to estimate a fair value.

Repurchase Agreements—The Funds’ policy requires 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 enter into repurchase agreements only with banks and other recognized financial institutions, such as broker-dealers, which are deemed by the Funds’ adviser (or sub-advisers) 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. 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. 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 class-specific expenses. Income, non-class specific expenses, and realized and unrealized gains and losses are allocated daily to each class of shares based on the value of total shares outstanding of each class without distinction between share classes. Expenses attributable to a particular class of shares, such as distribution fees and shareholder servicing fees, are allocated directly to that class.

Premium and Discount Amortization/Paydown Gains and Losses—Premiums and discounts on fixed income securities are amortized/accreted for tax and financial statement purposes. Gains and losses realized on principal payments of mortgage-backed securities (paydown gains and losses) are classified as part of net investment income.

123


Notes to Financial Statements (continued)

Federal Income Taxes—The policies and procedures of the Funds require compliance with Subchapter M of the Internal Revenue Code (the “Code”) 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.

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 commitment to purchase securities. 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—Certain Funds may purchase futures contracts to manage cash flows, enhance yield, and to potentially reduce transaction costs. Upon entering into a 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.

During the year ended August 31, 2011, the Ultra Short Tax-Free Fund and Intermediate Tax-Free Fund had an average of 2 short treasury futures contracts outstanding and 24 short treasury futures contracts outstanding, respectively. Enclosed in the Statements of Operations, the Ultra Short Tax-Free Fund and Intermediate Tax-Free Fund had $15,629 and $735,137 in net realized losses on treasury futures contracts, respectively, for the year ended August 31, 2011. At August 31, 2011, the Funds had no outstanding futures contracts.

Options Contracts—Certain Funds may write covered call and put options on futures, swaps, securities, or currencies a Fund owns, or in which it may invest to create investment exposure consistent with their investment objectives. Writing put options tends to increase a Fund’s exposure to the underlying instrument. Writing call options tends to decrease a Fund’s exposure to the underlying instrument. When a Fund writes a call or put option, an amount equal to the premium received is recorded as a liability and subsequently marked to market to reflect the current value of the option written. These liabilities are reflected as written options outstanding in the Statements of Assets and Liabilities. Payments received, or made, from writing options with premiums to be determined on a future date are reflected as such on the Statements of Assets and Liabilities. Premiums received from writing options which expire are treated as realized gains. Premiums received from writing options which are exercised or closed are added to the proceeds or offset against amounts paid on the underlying future, swap, security or currency transaction to determine the realized gain or loss. A Fund, as a writer of an option, has no control over whether the underlying future, swap, security, or currency may be sold (call) or purchased (put) and, as a result, bears the market risk of an unfavorable change in the price of the future, swap, security, or currency underlying the written option. The risk exists that a Fund may not be able to enter into a closing transaction because of an illiquid market.

Certain Funds may also purchase put and call options. Purchasing call options tends to increase a Fund’s exposure to the underlying instrument. Purchasing put options tends to decrease a Fund’s exposure to the underlying instrument. A Fund pays a premium, which is included in a Fund’s Statement of Assets and Liabilities as an investment and subsequently marked to market to reflect the current value of the option. Premiums paid for purchasing options which expire are treated as realized losses. The risk associated with purchasing put and call options is limited to the premium paid. Premiums paid for purchasing options which are exercised or closed are added to the amounts paid or offset against the proceeds on the underlying future, swap, security, or currency transaction to determine the realized gain or loss.

During the year ended August 31, 2011, the Large-Cap Value Fund had average written and purchased options outstanding of 1,875 contracts and 1,705 contracts, respectively. Enclosed in the Statements of Operations, the Large-Cap Value Fund had $234,187 and $127,022 in net realized gains and change in net unrealized appreciation on all option contracts, respectively, for the year ended August 31, 2011.

The following is a summary of written option activity:


	Large-Cap Value Fund
Contracts	Number of Contracts			Premium
Outstanding @ 8/31/2010		4,984		$	509,441
Options written		1,995			181,815
Options expired		(2,094	)		(160,159	)
Options exercised		—			—
Options closed		(4,685	)		(484,498	)

Outstanding @ 8/31/2011		200		$	46,599

124


		Marshall Funds

At August 31, 2011, the Large-Cap Value Fund had the following outstanding written options:


Contracts	Type	Expiration Date	Exercise Price		Number Of Contracts		Market Value		Unrealized Appreciation
Lorillard, Inc.	Call	September 2011	$	125.00		100	$	—	$	16,900
Lorillard, Inc.	Put	September 2011		95.00		100		2,500		27,199

Total						200			$	44,099

Foreign Exchange Contracts—Certain Funds may enter into foreign currency exchange contracts as a way of managing foreign exchange rate risk. Certain Funds 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 certain Funds’ foreign currency hedging transactions is to reduce the risk that the U.S. dollar value of these Funds’ 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.

Foreign Currency Translation—The accounting records of the Funds are maintained in U.S. dollars. All assets and liabilities denominated in foreign currencies 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 foreign currencies, 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 each reporting period, resulting from changes in the exchange rate.

Restricted Securities—Restricted securities are securities that may be resold only 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 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 funds’ restricted securities are valued at amortized cost in accordance with Rule 2a-7 under the Act.

Additional information on each illiquid restricted security held by the Funds at August 31, 2011 is as follows:

Fund

Security

Acquisition
Date

Acquisition
Cost

Value

Prime Money Market Fund

Metropolitan Life Insurance Co.(1)

5/3/2004

65,000,000

Prime Money Market Fund

Metropolitan Life Insurance Co.(1)

2/1/2010

50,000,000

(1)

Security represents a quarterly floating rate funding agreement with a 90 day put feature whose maturity is extendable per the discretion of the Adviser.

Redemption Fees—The Funds (other than the Government Money Market Fund, Tax-Free Money Market Fund, and Prime Money Market Fund) impose a 2.00% redemption fee to shareholders who redeem shares held for 30 days or less. All redemption fees are recorded by the Funds as paid-in-capital.

Securities Lending—Certain 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. The valuation of collateral is discussed in “Investment Valuations” in Note 2 of the Notes to the Financial Statements. When a Fund lends its portfolio securities, it is subject to the risk that it may not be able to get the portfolio securities back from the borrower on a timely basis, in which case the Fund may lose certain investment opportunities. A Fund also is subject to the risks associated with the investments of cash collateral received from the borrower.

125


Notes to Financial Statements (continued)

Cash collateral received as part of the securities lending program was jointly pooled and invested in the following securities as of August 31, 2011 (1):


Description	Value
ABN AMRO Bank NV, 0.752%, 6/8/2012(2)	$	25,005,500
ANZ National Ltd., 0.326%, 6/29/2012(2)		25,000,000
Bank of Nova Scotia, 0.340%, 12/8/2011(2)		25,018,050
Blackrock Liquidity TempCash Money Market Fund, 0.107%		35,523,144
Blackrock Liquidity TempFund Money Market Fund, 0.074%		57,166,088
Deutsche Bank, 0.340%, 10/18/2011(2)		25,001,575
Dreyfus Institutional Cash Advantage Money Market Fund, 0.072%		53,501,888
FCAR Owner Trust I, 0.410%, 1/17/2012(3)		24,951,882
Fidelity Institutional Money Market Fund, 0.117%		118,500,000
Goldman Sachs Money Market Fund, 0.115%		95,000,000
GovCo, Inc., 0.380%, 1/12/2012(3)		29,950,917
Metlife Insurance FA, 0.454%, 11/29/2011(2)		20,000,000
National Rural Utilities Co., 0.352%, 12/9/2011(2)		15,001,140
Prudential PLC, 0.451%, 1/11/2012(3)		24,943,125
Reckitt Benckiser, 0.370%, 1/4/2012(3)		30,953,164
Royal Bank of Canada, 0.330%, 12/2/2011(2)		25,005,600
Sanofi-Aventis, 0.296%, 3/28/2012(2)		25,002,525
Western Asset Institutional Cash Reserves Money Market Fund, 0.105%		160,559,573
Western Asset Institutional Liquid Reserves Money Market Fund, 0.101%		125,000,000
Westpac Banking Corp., 0.353%, 7/20/2012(3)		25,000,000

Total	$	966,084,171

(1)

The collateral pool is managed by the fixed income group within the Adviser.

(2)

Floating rate securities are securities whose yields vary with a designated market index or market rate. These securities are shown at their current rates as of August 31, 2011.

(3)

Each issue shows the rate of the discount at the time of purchase.

Commitments and Contingencies—In the normal course of business, the Corporation enters into contracts that provide general indemnifications to other parties. The Corporation’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Corporation that have not yet occurred. However, the Corporation has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

Other—Investment transactions are accounted for on a trade date basis. Net realized gains and losses on securities are computed on the basis of specific security lot identification.

Fair Value Measurements

Fair Valuation Measurements and Disclosures defines fair value, establishes a framework for measuring fair value in accordance with GAAP, and expands disclosure about fair value measurements. It establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs), and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). It also provides guidance on determining when there has been a significant decrease in the volume and level of activity for an asset or liability, when a transaction is not orderly, and how that information must be incorporated into fair value measurement.

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Level 1—quoted prices in active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Common & preferred stocks, options & futures contracts, and mutual funds are generally categorized as Level 1.

Level 2—other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). Fixed income securities, repurchase agreements, cash collateral received as part of the securities lending program, and securities valued by an independent fair value pricing service are generally categorized as Level 2.

Level 3—significant unobservable inputs, including management’s own assumptions in determining the fair value of investments.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. For example, Money Market holdings are valued using amortized cost under Rule 2a-7 of the Investment Company Act of 1940. Generally, amortized cost approximates the current fair value of the holding, but since the value is not obtained from a quoted price in an active market, such holdings are reflected as Level 2.

126


		Marshall Funds


	Large-Cap Value Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)	$	139,324,031	$	—	$	—	$	139,324,031
Purchased Call Options		48,375		—		—		48,375
Purchased Put Options		9,300		—		—		9,300
Short-Term Investments		—		46,047,371		—		46,047,371

Total	$	139,381,706	$	46,047,371	$	—	$	185,429,077


	Large-Cap Growth Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)	$	178,413,863	$	—	$	—	$	178,413,863
Short-Term Investments		—		76,667,364		—		76,667,364

Total	$	178,413,863	$	76,667,364	$	—	$	255,081,227


	Large-Cap Focus Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)	$	49,657,261	$	—	$	—	$	49,657,261
Short-Term Investments		—		24,864,400		—		24,864,400

Total	$	49,657,261	$	24,864,400	$	—	$	74,521,661


	Mid-Cap Value Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)	$	232,704,809	$	—	$	—	$	232,704,809
Short-Term Investments		—		89,768,510		—		89,768,510

Total	$	232,704,809	$	89,768,510	$	—	$	322,473,319


	Mid-Cap Growth Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)	$	250,716,470	$	—	$	—	$	250,716,470
Short-Term Investments		—		107,505,117		—		107,505,117

Total	$	250,716,470	$	107,505,117	$	—	$	358,221,587


	Small-Cap Value Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)	$	23,712,402	$	—	$	—	$	23,712,402
Short-Term Investments		—		11,806,578		—		11,806,578

Total	$	23,712,402	$	11,806,578	$	—	$	35,518,980


	Small-Cap Growth Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)	$	519,479,483	$	—	$	—	$	519,479,483
Short-Term Investments		—		226,609,692		—		226,609,692

Total	$	519,479,483	$	226,609,692	$	—	$	746,089,175


	International Stock Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)(2)	$	64,450,081	$	—	$	—	$	64,450,081
Preferred Stocks(1)(2)		30,670		—		—		30,670
Short-Term Investments		—		4,961,815		—		4,961,815

Total	$	64,480,751	$	4,961,815	$	—	$	69,442,566


	Emerging Markets Equity Fund
	Level 1		Level 2		Level 3		Total
Common Stocks(1)(2)	$	47,223,598	$	—	$	—	$	47,223,598

Total	$	47,223,598	$	—	$	—	$	47,223,598


	Ultra Short Tax-Free Fund
	Level 1		Level 2		Level 3		Total
Municipals	$	—	$	378,504,280	$	—	$	378,504,280
Short-Term Investments		—		45,383,932		—		45,383,932

Total	$	—	$	423,888,212	$	—	$	423,888,212

	Short-Term Income Fund
	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	8,072,676	$	—	$	8,072,676
Collateralized Mortgage Obligations		—		6,825,721		—		6,825,721
Commercial Mortgage Securities		—		17,918,682		—		17,918,682
Corporate Bonds & Notes		—		64,622,289		1,805,490		66,427,779
Municipals		—		9,681,434		—		9,681,434
Mutual Funds		3,489,719		2,829,317		—		6,319,036
U.S. Government & U.S. Government Agency Obligations		—		19,532,238		—		19,532,238
U.S. Government Agency-Mortgage Securities		—		5,634,970		—		5,634,970
Short-Term Investments		—		48,068,896		—		48,068,896

Total	$	6,319,036	$	180,356,906	$	1,805,490	$	188,481,432


	Short-Intermediate Bond Fund
	Level 1		Level 2		Level 3		Total
Collateralized Mortgage Obligations	$	—	$	4,441,108	$	—	$	4,441,108
Commercial Mortgage Securities		—		8,023,456		—		8,023,456
Corporate Bonds & Notes		—		77,826,284		2,972,000		80,798,284
Municipals		—		2,120,400		—		2,120,400
U.S. Government & U.S. Government Agency Obligations		—		44,378,262		—		44,378,262
U.S. Government Agency-Mortgage Securities		—		10,466,995		—		10,466,995
Short-Term Investments		—		88,500,701		—		88,500,701

Total	$	—	$	235,757,206	$	2,972,000	$	238,729,206


	Intermediate Tax-Free Fund
	Level 1		Level 2		Level 3		Total
Municipals	$	—	$	527,118,775	$	—	$	527,118,775
Short-Term Investments		—		43,447,447		—		43,447,447

Total	$	—	$	570,566,222	$	—	$	570,566,222


	Government Income Fund
	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	4,785,956	$	—	$	4,785,956
Collateralized Mortgage Obligations		—		43,679,349		—		43,679,349
Commercial Mortgage Securities		—		25,535,784		—		25,535,784
Corporate Bonds & Notes		—		—		2,229,000		2,229,000
U.S. Government & U.S. Government Agency Obligations		—		10,024,610		—		10,024,610
U.S. Government Agency-Mortgage Securities		—		197,653,320		—		197,653,320
Short-Term Investments		—		98,356,589		—		98,356,589

Total	$	—	$	380,035,608	$	2,229,000	$	382,264,608

127


Notes to Financial Statements (continued)


	Corporate Income Fund
	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	10,776,442	$	—	$	10,776,442
Corporate Bonds & Notes		2,091,900		73,515,578		—		75,607,478
Municipals		—		564,135		—		564,135
U.S. Government & U.S. Government Agency Obligations		—		1,122,813		—		1,122,813
Short-Term Investments		—		16,692,125		—		16,692,125

Total	$	2,091,900	$	102,671,093	$	—	$	104,762,993


	Aggregate Bond Fund
	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	4,000,516	$	—	$	4,000,516
Collateralized Mortgage Obligations		—		19,681,935		—		19,681,935
Commercial Mortgage Securities		—		13,001,102		—		13,001,102
Corporate Bonds & Notes		—		197,868,979		—		197,868,979
Municipals		—		8,341,868		—		8,341,868
U.S. Government & U.S. Government Agency Obligations		—		81,320,830		—		81,320,830
U.S. Government Agency-Mortgage Securities		—		141,681,518		—		141,681,518
Short-Term Investments		—		264,965,940		—		264,965,940

Total	$	—	$	730,862,688	$	—	$	730,862,688


	Core Plus Bond Fund
	Level 1		Level 2		Level 3		Total
Asset-Backed Securities	$	—	$	10,759,503	$	—	$	10,759,503
Commercial Mortgage Securities		—		1,500,991		—		1,500,991
Corporate Bonds & Notes		781,700		65,508,421		—		66,290,121
Municipals		—		338,481		—		338,481
U.S. Government & U.S. Government Agency Obligations		—		4,850,423		—		4,850,423
U.S. Government Agency-Mortgage Securities		—		17,230,038		—		17,230,038
Short-Term Investments		—		20,062,263		—		20,062,263

Total	$	781,700	$	120,250,120	$	—	$	121,031,820


	Government Money Market Fund
	Level 1		Level 2		Level 3		Total
Municipals	$	—	$	119,735,000	$	—	$	119,735,000
Repurchase Agreements		—		255,073,624		—		255,073,624
U.S. Government & U.S. Government Agency Obligations		—		113,106,693		—		113,106,693

Total	$	—	$	487,915,317	$	—	$	487,915,317


	Tax-Free Money Market Fund
	Level 1			Level 2		Level 3		Total
Municipals	$	—		$	860,684,622	$	—	$	860,684,622
Mutual Funds		—			873,930		—		873,930

Total	$	—		$	861,558,552	$	—	$	861,558,552


	Prime Money Market Fund
	Level 1			Level 2		Level 3		Total
Certificate of Deposit	$	—		$	250,000,000	$	—	$	250,000,000
Commercial Paper		—			1,483,977,581		—		1,483,977,581
Funding Agreements		—			115,000,000		—		115,000,000
Municipals		—			917,007,000		—		917,007,000
Mutual Funds		—			150,000,000		—		150,000,000
Notes-Variable		—			394,983,726		—		394,983,726
Repurchase Agreements		—			248,555,639		—		248,555,639
Trust Demand Notes		—			143,000,000		—		143,000,000
U.S. Government & U.S. Government Agency Obligations					60,000,000				60,000,000

Total	$	—		$	3,762,523,946	$	—	$	3,762,523,946


	Unrealized Appreciation On Other Financial Instruments(3)
Fund	Level 1			Level 2		Level 3		Total
Large-Cap Value Fund Written Options	($	2,500	)	$	—	$	—	($	2,500	)

Total	($	2,500	)	$	—	$	—	($	2,500	)

(1)	All sub-categories within Common Stocks and Preferred Stocks represent Level 1 evaluation status.

(2)

As described in Note 2, the values of certain equity securities listed or traded on foreign security exchanges may be valued by an independent fair value pricing service on any day when a significant change in value of U.S. traded securities occurs, as measured by the Russell 1000 Index. As a result, some securities were fair valued by the service and categorized in Level 2 throughout the fiscal year ended August 31, 2011. Such securities would represent the only significant transfer between each of the three levels. The Funds recognize transfers between levels of the hierarchy on the date of transfer. As of August 31, 2011, none of the securities required such valuation and all are categorized in Level 1.

(3)	Other financial instruments are derivative instruments not reflected in the Schedule of Investments, such as futures, written options, forwards and swap contracts, which are valued at the unrealized appreciation/depreciation on the investment.

Following is a reconciliation of assets in which significant unobservable inputs (Level 3) were used in determining value:


Fund	Beginning balance September 1, 2010		Transfers into Level 3 during the period		Transfers out of Level 3 during the period		Total realized and change in unrealized gain/(loss)			Purchases		(Sales)		Ending balance August 31, 2011		Change in unrealized appreciation/ (depreciation) during the period for Level 3 Investments held at end of period
Short-Term Income Fund Corporate Bonds & Notes	$	1,874,988	$	—	$	—	$	(69,498	)	$	—	$	—	$	1,805,490	$	(69,498	)
Short-Intermediate Bond Fund Corporate Bonds & Notes		3,086,400		—		—		(114,400	)		—		—		2,972,000		(114,400	)
Government Income Fund Corporate Bonds & Notes		2,314,800		—		—		(85,800	)		—		—		2,229,000		(85,800	)

128


		Marshall Funds

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. Transactions in capital stock were as follows:


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

LARGE-CAP VALUE FUND—INVESTOR CLASS
Shares sold		2,041,008		$	21,885,911			1,366,044		$	13,855,875
Shares issued to shareholders in payment of distributions declared		42,710			446,024			93,650			940,210
Transfers from advisor class		605,874			6,266,135			—			—
Shares redeemed		(4,240,213	)		(48,066,835	)		(2,071,713	)		(20,800,728	)

Net change resulting from investor class share transactions		(1,550,621	)	$	(19,468,765	)		(612,019	)	$	(6,004,643	)
LARGE-CAP VALUE FUND—ADVISOR CLASS
Shares sold		8,863	(1)	$	90,467	(1)		51,496		$	513,813
Shares issued to shareholders in payment of distributions declared		1,322	(1)		13,159	(1)		7,506			75,357
Shares redeemed		(44,051	)(1)		(438,281	)(1)		(113,862	)		(1,159,965	)
Transfers to investor class		(605,874	)		(6,266,135	)		—			—

Net change resulting from advisor class share transactions		(639,740	)(1)	$	(6,600,790	)(1)		(54,860	)	$	(570,795	)
LARGE-CAP VALUE FUND—INSTITUTIONAL CLASS
Shares sold		819,494		$	8,830,682			809,270		$	8,039,911
Shares issued to shareholders in payment of distributions declared		42,269			439,875			100,693			1,012,765
Shares redeemed		(2,966,919	)		(32,972,108	)		(2,528,345	)		(25,373,183	)

Net change resulting from institutional class share transactions		(2,105,156	)	$	(23,701,551	)		(1,618,382	)	$	(16,320,507	)

Net change resulting from fund shares transactions		(4,295,517	)	$	(49,771,106	)		(2,285,261	)	$	(22,895,945	)

LARGE-CAP GROWTH FUND—INVESTOR CLASS
Shares sold		1,483,512		$	18,196,217			1,117,941		$	11,932,858
Shares issued to shareholders in payment of distributions declared		4,183			51,154			13,198			138,572
Transfers from advisor class		520,724			6,107,987			—			—
Shares redeemed		(1,356,842	)		(17,031,637	)		(830,113	)		(8,854,569	)

Net change resulting from investor class share transactions		651,577		$	7,323,721			301,026		$	3,216,861
LARGE-CAP GROWTH FUND—ADVISOR CLASS
Shares sold		6,034	(1)	$	68,329	(1)		60,024		$	631,559
Shares issued to shareholders in payment of distributions declared		—	(1)		—	(1)		1,227			12,888
Shares redeemed		(16,376	)(1)		(185,742	)(1)		(90,584	)		(959,610	)
Transfers to investor class		(520,724	)		(6,107,987	)		—			—

Net change resulting from advisor class share transactions		(531,066	)(1)	$	(6,225,400	)(1)		(29,333	)	$	(315,163	)

129


Notes to Financial Statements (continued)


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

LARGE-CAP GROWTH FUND—INSTITUTIONAL CLASS
Shares sold		844,380		$	10,553,672			448,659		$	4,834,641
Shares issued to shareholders in payment of distributions declared		25,016			306,694			30,528			321,463
Shares redeemed		(1,447,529	)		(18,079,305	)		(1,683,180	)		(18,033,231	)

Net change resulting from institutional class share transactions		(578,133	)	$	(7,218,939	)		(1,203,993	)	$	(12,877,127	)

Net change resulting from fund shares transactions		(457,622	)	$	(6,120,618	)		(932,300	)	$	(9,975,429	)

LARGE-CAP FOCUS FUND—INVESTOR CLASS
Shares sold		2,483,424		$	27,934,301			—		$	—
Shares issued to shareholders in payment of distributions declared		599			7,068			—			—
Shares redeemed		(309,857	)		(3,674,916	)		—			—

Net change resulting from investor class share transactions		2,174,166		$	24,266,453			—		$	—
LARGE-CAP FOCUS FUND—INSTITUTIONAL CLASS
Shares sold		3,417,981		$	37,261,915			—		$	—
Shares issued to shareholders in payment of distributions declared		2,115			24,997			—			—
Shares redeemed		(683,122	)		(7,834,500	)		—			—

Net change resulting from institutional class share transactions		2,736,974		$	29,452,412			—		$	—

Net change resulting from fund shares transactions		4,911,140		$	53,718,865			—		$	—

MID-CAP VALUE FUND—INVESTOR CLASS
Shares sold		2,428,961		$	31,378,867			2,033,731		$	21,907,304
Shares issued to shareholders in payment of distributions declared		52,722			654,276			72,909			745,126
Transfers from advisor class		584,014			7,001,452			—			—
Shares redeemed		(3,843,340	)		(49,344,442	)		(3,001,603	)		(31,741,161	)

Net change resulting from investor class share transactions		(777,643	)	$	(10,309,847	)		(894,963	)	$	(9,088,731	)
MID-CAP VALUE FUND—ADVISOR CLASS
Shares sold		9,106	(1)	$	106,895	(1)		41,477		$	442,463
Shares issued to shareholders in payment of distributions declared		—	(1)		—	(1)		3,841			39,249
Shares redeemed		(20,039	)(1)		(232,509	)(1)		(98,117	)		(1,054,156	)
Transfers to investor class		(584,014	)		(7,001,452	)		—			—

Net change resulting from advisor class share transactions		(594,947	)(1)	$	(7,127,066	)(1)		(52,799	)	$	(572,444	)

130


		Marshall Funds


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

MID-CAP VALUE FUND—INSTITUTIONAL CLASS
Shares sold		1,527,559		$	19,594,337			1,683,189		$	17,835,819
Shares issued to shareholders in payment of distributions declared		47,306			586,121			66,719			680,535
Shares redeemed		(2,133,001	)		(26,612,123	)		(1,561,361	)		(16,458,043	)

Net change resulting from institutional class share transactions		(558,136	)	$	(6,431,665	)		188,547		$	2,058,311

Net change resulting from fund shares transactions		(1,930,726	)	$	(23,868,578	)		(759,215	)	$	(7,602,864	)

MID-CAP GROWTH FUND—INVESTOR CLASS
Shares sold		2,527,388		$	49,546,024			966,118		$	14,121,206
Transfers from advisor class		241,578			4,232,879			—			—
Shares redeemed		(1,955,444	)		(35,206,230	)		(788,959	)		(11,646,635	)

Net change resulting from investor class share transactions		813,522		$	18,572,673			177,159		$	2,474,571
MID-CAP GROWTH FUND—ADVISOR CLASS
Shares sold		2,341	(1)	$	38,627	(1)		25,110		$	370,943
Shares redeemed		(7,182	)(1)		(118,940	)(1)		(35,745	)		(519,945	)
Transfers to investor class		(241,578	)		(4,232,879	)		—			—

Net change resulting from advisor class share transactions		(246,419	)(1)	$	(4,313,192	)(1)		(10,635	)	$	(149,002	)
MID-CAP GROWTH FUND—INSTITUTIONAL CLASS
Shares sold		1,378,264		$	26,012,419			562,685		$	8,221,069
Shares issued to shareholders in payment of distributions declared		—			—			10,448			143,811
Shares redeemed		(1,776,827	)		(33,400,639	)		(1,880,001	)		(27,261,995	)

Net change resulting from institutional class share transactions		(398,563	)	$	(7,388,220	)		(1,306,868	)	$	(18,897,115	)

Net change resulting from fund shares transactions		168,540		$	6,871,261			(1,140,344	)	$	(16,571,546	)

SMALL-CAP VALUE FUND—INVESTOR CLASS(2)
Shares sold		2,779,743		$	27,670,070			—		$	—
Shares redeemed		(388,005	)		(3,706,372	)		—			—

Net change resulting from investor class share transactions		2,391,738		$	23,963,698			—		$	—
SMALL-CAP VALUE FUND—INSTITUTIONAL CLASS(2)
Shares sold		351,398		$	3,482,547			—		$	—
Shares redeemed		(47,608	)		(439,100	)		—			—

Net change resulting from institutional class share transactions		303,790		$	3,043,447			—		$	—

Net change resulting from fund shares transactions		2,695,528		$	27,007,145			—		$	—

131


Notes to Financial Statements (continued)


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

SMALL-CAP GROWTH FUND—INVESTOR CLASS
Shares sold		14,657,766		$	281,595,057			8,241,573		$	123,738,549
Transfers from advisor class		564,044			9,776,510			—			—
Shares redeemed		(7,692,006	)		(141,963,455	)		(5,184,896	)		(74,942,507	)

Net change resulting from investor class share transactions		7,529,804		$	149,408,112			3,056,677		$	48,796,042
SMALL-CAP GROWTH FUND—ADVISOR CLASS
Shares sold		92,590	(1)	$	1,533,897	(1)		558,704		$	8,259,845
Shares redeemed		(902,733	)(1)		(15,542,716	)(1)		(248,971	)		(3,592,899	)
Transfers to investor class		(564,044	)		(9,776,510	)		—			—

Net change resulting from advisor class share transactions		(1,374,187	)(1)	$	(23,785,329	)(1)		309,733		$	4,666,946
SMALL-CAP GROWTH FUND—INSTITUTIONAL CLASS
Shares sold		2,148,448		$	40,070,319			3,250,678		$	47,824,572
Shares redeemed		(3,142,920	)		(58,531,183	)		(1,970,320	)		(28,212,280	)

Net change resulting from institutional class share transactions		(994,472	)	$	(18,460,864	)		1,280,358		$	19,612,292

Net change resulting from fund shares transactions		5,161,145		$	107,161,919			4,646,768		$	73,075,280

INTERNATIONAL STOCK FUND—INVESTOR CLASS
Shares sold		926,646		$	9,110,315			795,728		$	7,375,668
Shares issued to shareholders in payment of distributions declared		81,423			775,966			97,707			873,498
Transfers from advisor class		296,646			2,746,258			—			—
Shares redeemed		(929,450	)		(9,111,156	)		(1,534,502	)		(13,894,086	)

Net change resulting from investor class share transactions		375,265		$	3,521,383			(641,067	)	$	(5,644,920	)
INTERNATIONAL STOCK FUND—ADVISOR CLASS
Shares sold		3,432	(1)	$	32,876	(1)		23,826		$	238,409
Shares issued to shareholders in payment of distributions declared		—	(1)		—	(1)		8,883			79,412
Shares redeemed		(8,582	)(1)		(82,598	)(1)		(50,806	)		(451,149	)
Transfers to investor class		(296,646	)		(2,746,258	)		—			—

Net change resulting from advisor class share transactions		(301,796	)(1)	$	(2,795,980	)(1)		(18,097	)	$	(133,328	)

132


		Marshall Funds


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

INTERNATIONAL STOCK FUND—INSTITUTIONAL CLASS
Shares sold		544,714		$	5,567,406			73,338		$	1,009,192
Shares issued to shareholders in payment of distributions declared		90,224			870,662			156,528			1,415,011
Shares redeemed		(720,443	)		(7,221,205	)		(4,941,755	)		(46,080,434	)

Net change resulting from institutional class share transactions		(85,505	)	$	(783,137	)		(4,711,889	)	$	(43,656,231	)

Net change resulting from fund shares transactions		(12,036	)	$	(57,734	)		(5,371,053	)	$	(49,434,479	)

EMERGING MARKETS EQUITY FUND—INVESTOR CLASS
Shares sold		297,694		$	5,266,262			434,955		$	6,887,879
Shares issued to shareholders in payment of distributions declared		62,817			1,100,550			29,495			473,684
Transfers from advisor class		45,688			828,355			—			—
Shares redeemed		(457,602	)		(7,298,621	)		(132,578	)		(2,105,171	)

Net change resulting from investor class share transactions		(51,403	)	$	(103,454	)		331,872		$	5,256,392
EMERGING MARKETS EQUITY FUND—ADVISOR CLASS
Shares sold		6,722	(1)	$	123,165	(1)		35,086		$	558,652
Shares issued to shareholders in payment of distributions declared		—	(1)		—	(1)		691			11,099
Shares redeemed		(690	)(1)		(12,787	)(1)		(1,583	)		(25,046	)
Transfers to investor class		(45,688	)		(828,355	)		—			—

Net change resulting from advisor class share transactions		(39,656	)(1)	$	(717,977	)(1)		34,194		$	544,705
EMERGING MARKETS EQUITY FUND—INSTITUTIONAL CLASS
Shares sold		404,676		$	7,100,026			424,567		$	6,659,576
Shares issued to shareholders in payment of distributions declared		216,374			3,795,199			114,922			1,846,792
Shares redeemed		(1,176,466	)		(19,414,001	)		(340,184	)		(5,450,636	)

Net change resulting from institutional class share transactions		(555,416	)	$	(8,518,776	)		199,305		$	3,055,732

Net change resulting from fund shares transactions		(646,475	)	$	(9,340,207	)		565,371		$	8,856,829

ULTRA SHORT TAX-FREE FUND—INVESTOR CLASS
Shares sold		5,225,298		$	52,567,160			5,376,041	(3)	$	53,964,477	(3)
Shares issued to shareholders in payment of distributions declared		53,084			533,751			24,301	(3)		244,186	(3)
Shares redeemed		(3,099,384	)		(31,155,320	)		(2,106,062	)(3)		(21,172,709	)(3)

Net change resulting from investor class share transactions		2,178,998		$	21,945,591			3,294,280	(3)	$	33,035,954	(3)

133


Notes to Financial Statements (continued)


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

ULTRA SHORT TAX-FREE FUND—INSTITUTIONAL CLASS
Shares sold		30,555,680		$	307,027,764			30,277,287	(3)	$	303,773,974	(3)
Shares issued to shareholders in payment of distributions declared		87,034			874,384			15,354	(3)		154,244	(3)
Shares redeemed		(21,126,963	)		(212,090,802	)		(3,158,021	)(3)		(31,729,731	)(3)

Net change resulting from institutional class share transactions		9,515,751		$	95,811,346			27,134,620	(3)	$	272,198,487	(3)

Net change resulting from fund shares transactions		11,694,749		$	117,756,937			30,428,900	(3)	$	305,234,441	(3)

SHORT-TERM INCOME FUND—INVESTOR CLASS
Shares sold		3,468,384		$	32,437,664			3,132,304		$	28,684,712
Shares issued to shareholders in payment of distributions declared		114,638			1,072,687			99,791			916,218
Transfers from advisor class		432,855			4,047,584			—			—
Shares redeemed		(2,683,220	)		(25,083,461	)		(877,847	)		(8,037,452	)

Net change resulting from investor class share transactions		1,332,657		$	12,474,474			2,354,248		$	21,563,478
SHORT-TERM INCOME FUND—ADVISOR CLASS
Shares sold		12,428	(1)	$	116,172	(1)		261,144		$	2,397,173
Shares issued to shareholders in payment of distributions declared		2,770	(1)		25,939	(1)		7,877			72,411
Shares redeemed		(12,517	)(1)		(117,347	)(1)		(42,020	)		(384,199	)
Transfers to investor class		(432,855	)		(4,047,584	)		—			—

Net change resulting from advisor class share transactions		(430,174	)(1)	$	(4,022,820	)(1)		227,001		$	2,085,385
SHORT-TERM INCOME FUND—INSTITUTIONAL CLASS
Shares sold		5,202,230		$	48,622,913			3,080,496		$	28,245,118
Shares issued to shareholders in payment of distributions declared		64,326			602,349			113,284			1,038,975
Shares redeemed		(3,789,541	)		(35,451,647	)		(2,737,424	)		(25,150,369	)

Net change resulting from institutional class share transactions		1,477,015		$	13,773,615			456,356		$	4,133,724

Net change resulting from fund shares transactions		2,379,498		$	22,225,269			3,037,605		$	27,782,587

SHORT-INTERMEDIATE BOND FUND—INVESTOR CLASS
Shares sold		725,238		$	7,225,687			2,129,417		$	20,268,873
Shares issued to shareholders in payment of distributions declared		91,432			910,004			114,898			1,090,998
Transfers from advisor class		473,378			4,713,421			—			—
Shares redeemed		(2,556,272	)		(25,431,645	)		(2,272,806	)		(21,394,987	)

Net change resulting from investor class share transactions		(1,266,224	)	$	(12,582,533	)		(28,491	)	$	(35,116	)

134


		Marshall Funds


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

SHORT-INTERMEDIATE BOND FUND—ADVISOR CLASS
Shares sold		5,284	(1)	$	52,801	(1)		43,186		$	407,016
Shares issued to shareholders in payment of distributions declared		1,841	(1)		18,377	(1)		9,358			88,774
Shares redeemed		(18,962	)(1)		(188,652	)(1)		(105,402	)		(1,001,302	)
Transfers to investor class		(473,378	)		(4,713,421	)		—			—

Net change resulting from advisor class share transactions		(485,215	)(1)	$	(4,830,895	)(1)		(52,858	)	$	(505,512	)
SHORT-INTERMEDIATE BOND FUND—INSTITUTIONAL CLASS
Shares sold		1,397,332		$	13,852,539			854,278		$	8,103,873
Shares issued to shareholders in payment of distributions declared		135,417			1,346,991			164,047			1,556,290
Shares redeemed		(2,472,693	)		(24,493,863	)		(3,111,622	)		(29,172,718	)

Net change resulting from institutional class share transactions		(939,944	)	$	(9,294,333	)		(2,093,297	)	$	(19,512,555	)

Net change resulting from fund shares transactions		(2,691,383	)	$	(26,707,761	)		(2,174,646	)	$	(20,053,183	)

INTERMEDIATE TAX-FREE FUND—INVESTOR CLASS
Shares sold		27,356,663		$	289,504,406			29,898,484		$	315,432,342
Shares issued to shareholders in payment of distributions declared		935,310			9,856,322			434,448			4,601,960
Shares redeemed		(31,356,358	)		(327,201,622	)		(5,240,824	)		(55,240,195	)

Net change resulting from investor class share transactions		(3,064,385	)	$	(27,840,894	)		25,092,108		$	264,794,107
INTERMEDIATE TAX-FREE FUND—INSTITUTIONAL CLASS(4)
Shares sold		18,226,615		$	189,888,994			—		$	—
Shares issued to shareholders in payment of distributions declared		9,787			102,713			—			—
Shares redeemed		(2,763,660	)		(28,926,204	)		—			—

Net change resulting from institutional class share transactions		15,472,742		$	161,065,503			—		$	—

Net change resulting from fund shares transactions		12,408,357		$	133,224,609			25,092,108		$	264,794,107

GOVERNMENT INCOME FUND—INVESTOR CLASS
Shares sold		2,750,725		$	27,307,719			5,541,937		$	54,339,987
Shares issued to shareholders in payment of distributions declared		1,131,100			11,091,003			759,713			7,444,948
Transfers from advisor class		554,895			5,626,964			—			—
Shares redeemed		(11,271,146	)		(111,501,683	)		(10,282,341	)		(100,002,135	)

Net change resulting from investor class share transactions		(6,834,426	)	$	(67,475,997	)		(3,980,691	)	$	(38,217,200	)

135


Notes to Financial Statements (continued)


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

GOVERNMENT INCOME FUND—ADVISOR CLASS
Shares sold		8,966	(1)	$	90,514	(1)		167,339		$	1,637,963
Shares issued to shareholders in payment of distributions declared		2,691	(1)		27,225	(1)		14,292			140,245
Shares redeemed		(20,084	)(1)		(202,904	)(1)		(94,087	)		(923,320	)
Transfers to investor class		(554,895	)		(5,626,964	)		—			—

Net change resulting from advisor class share transactions		(563,322	)(1)	$	(5,712,129	)(1)		87,544		$	854,888
GOVERNMENT INCOME FUND—INSTITUTIONAL CLASS
Shares sold		655,737		$	6,555,126			2,147,753		$	21,172,200
Shares issued to shareholders in payment of distributions declared		364,129			3,555,040			233,157			2,282,038
Shares redeemed		(7,562,212	)		(74,120,911	)		(7,994,792	)		(78,677,766	)

Net change resulting from institutional class share transactions		(6,542,346	)	$	(64,010,745	)		(5,613,882	)	$	(55,223,528	)

Net change resulting from fund shares transactions		(13,940,094	)	$	(137,198,871	)		(9,507,029	)	$	(92,585,840	)

CORPORATE INCOME FUND—INVESTOR CLASS
Shares sold		876,601		$	10,831,682			1,018,535		$	12,131,013
Shares issued to shareholders in payment of distributions declared		91,377			1,114,568			37,375			447,225
Transfers from advisor class		151,591			1,886,703			—			—
Shares redeemed		(946,488	)		(11,580,528	)		(291,538	)		(3,466,701	)

Net change resulting from investor class share transactions		173,081		$	2,252,425			764,372		$	9,111,537
CORPORATE INCOME FUND—ADVISOR CLASS
Shares sold		1,738	(1)	$	21,810	(1)		88,324		$	1,042,300
Shares issued to shareholders in payment of distributions declared		1,359	(1)		17,051	(1)		6,150			73,298
Shares redeemed		(2,329	)(1)		(29,152	)(1)		(50,248	)		(600,646	)
Transfers to investor class		(151,591	)		(1,886,703	)		—			—

Net change resulting from advisor class share transactions		(150,823	)(1)	$	(1,876,994	)(1)		44,226		$	514,952
CORPORATE INCOME FUND—INSTITUTIONAL CLASS
Shares sold		1,800,511		$	22,222,097			2,760,921		$	33,067,254
Shares issued to shareholders in payment of distributions declared		266,010			3,247,158			100,964			1,212,020
Shares redeemed		(84,925	)		(1,049,598	)		(45,517	)		(544,497	)

Net change resulting from institutional class share transactions		1,981,596		$	24,419,657			2,816,368		$	33,734,777

Net change resulting from fund shares transactions		2,003,854		$	24,795,088			3,624,966		$	43,361,266

136


		Marshall Funds


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

AGGREGATE BOND FUND—INVESTOR CLASS
Shares sold		10,946,244		$	118,833,970			5,461,387		$	57,792,631
Shares issued to shareholders in payment of distributions declared		867,079			9,236,406			253,613			2,708,803
Transfers from advisor class		232,213			2,583,857			—			—
Shares redeemed		(3,179,879	)		(34,131,508	)		(1,239,071	)		(13,200,070	)

Net change resulting from investor class share transactions		8,865,657		$	96,522,725			4,475,929		$	47,301,364
AGGREGATE BOND FUND—ADVISOR CLASS
Shares sold		18,959	(1)	$	211,869	(1)		113,543		$	1,209,722
Shares issued to shareholders in payment of distributions declared		833	(1)		9,292	(1)		3,934			42,011
Shares redeemed		(2,725	)(1)		(30,324	)(1)		(52,204	)		(554,124	)
Transfers to investor class		(232,213	)		(2,583,857	)		—			—

Net change resulting from advisor class share transactions		(215,146	)(1)	$	(2,393,020	)(1)		65,273		$	697,609
AGGREGATE BOND FUND—INSTITUTIONAL CLASS
Shares sold		8,362,069		$	90,704,788			3,581,844		$	38,423,525
Shares issued to shareholders in payment of distributions declared		970,623			10,330,446			313,297			3,338,977
Shares redeemed		(3,519,185	)		(37,873,098	)		(2,575,178	)		(27,532,650	)

Net change resulting from institutional class share transactions		5,813,507		$	63,162,136			1,319,963		$	14,229,852

Net change resulting from fund shares transactions		14,464,018		$	157,291,841			5,861,165		$	62,228,825

CORE PLUS BOND FUND—INVESTOR CLASS
Shares sold		2,406,773		$	27,253,240			1,811,787		$	19,897,606
Shares issued to shareholders in payment of distributions declared		242,788			2,727,467			115,998			1,284,669
Shares redeemed		(682,996	)		(7,745,575	)		(398,875	)		(4,402,958	)

Net change resulting from investor class share transactions		1,966,565		$	22,235,132			1,528,910		$	16,779,317
CORE PLUS BOND FUND—INSTITUTIONAL CLASS
Shares sold		1,360,832		$	15,505,172			430,798		$	4,745,560
Shares issued to shareholders in payment of distributions declared		212,230			2,382,785			125,407			1,387,167
Shares redeemed		(553,343	)		(6,240,906	)		(480,724	)		(5,344,223	)

Net change resulting from institutional class share transactions		1,019,719		$	11,647,051			75,481		$	788,504

Net change resulting from fund shares transactions		2,986,284		$	33,882,183			1,604,391		$	17,567,821

137


Notes to Financial Statements (continued)


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

GOVERNMENT MONEY MARKET FUND—INVESTOR CLASS
Shares sold		3,020,822,884		$	3,020,822,884			3,164,298,501		$	3,164,298,501
Shares issued to shareholders in payment of distributions declared		14,618			14,618			27,654			27,654
Shares redeemed		(3,118,146,997	)		(3,118,146,997	)		(3,287,374,618	)		(3,287,374,618	)

Net change resulting from investor class share transactions		(97,309,495	)	$	(97,309,495	)		(123,048,463	)	$	(123,048,463	)
GOVERNMENT MONEY MARKET FUND—INSTITUTIONAL CLASS
Shares sold		2,089,889,084		$	2,089,889,084			2,175,534,992		$	2,175,534,992
Shares issued to shareholders in payment of distributions declared		25,734			25,734			61,975			61,975
Shares redeemed		(2,159,833,803	)		(2,159,833,803	)		(2,261,249,435	)		(2,261,249,435	)

Net change resulting from institutional class share transactions		(69,918,985	)	$	(69,918,985	)		(85,652,468	)	$	(85,652,468	)

Net change resulting from fund shares transactions		(167,228,480	)	$	(167,228,480	)		(208,700,931	)	$	(208,700,931	)

TAX-FREE MONEY MARKET FUND—INVESTOR CLASS
Shares sold		568,158,339		$	568,158,629			730,710,248		$	730,710,248
Shares issued to shareholders in payment of distributions declared		84,287			84,287			546,275			546,275
Shares redeemed		(623,783,216	)		(623,783,216	)		(821,030,431	)		(821,030,431	)

Net change resulting from investor class share transactions		(55,540,590	)	$	(55,540,300	)		(89,773,908	)	$	(89,773,908	)
TAX-FREE MONEY MARKET FUND—INSTITUTIONAL CLASS
Shares sold		1,763,182,498		$	1,763,183,361			1,175,464,054		$	1,175,464,054
Shares issued to shareholders in payment of distributions declared		183,727			183,727			81,817			81,817
Shares redeemed		(1,757,194,199	)		(1,757,194,199	)		(1,163,959,271	)		(1,163,959,271	)

Net change resulting from institutional class share transactions		6,172,026		$	6,172,889			11,586,600		$	11,586,600

Net change resulting from fund shares transactions		(49,368,564	)	$	(49,367,411	)		(78,187,308	)	$	(78,187,308	)

PRIME MONEY MARKET FUND—INVESTOR CLASS
Shares sold		2,990,676,176		$	2,990,676,176			3,457,830,697		$	3,457,830,697
Shares issued to shareholders in payment of distributions declared		29,428			29,428			157,988			157,988
Shares redeemed		(3,001,981,049	)		(3,001,981,049	)		(4,285,637,430	)		(4,285,637,430	)

Net change resulting from investor class share transactions		(11,275,445	)	$	(11,275,445	)		(827,648,745	)	$	(827,648,745	)

138


		Marshall Funds


	Year Ended August 31, 2011						Year Ended August 31, 2010
	Shares			Amount			Shares			Amount

PRIME MONEY MARKET FUND—ADVISOR CLASS
Shares sold		74,412,772		$	74,412,772			74,583,706		$	74,583,707
Shares issued to shareholders in payment of distributions declared		6,510			6,510			7,583			7,499
Shares redeemed		(76,592,282	)		(76,592,282	)		(109,234,640	)		(109,234,640	)

Net change resulting from advisor class share transactions		(2,173,000	)	$	(2,173,000	)		(34,643,351	)	$	(34,643,434	)
PRIME MONEY MARKET FUND—INSTITUTIONAL CLASS
Shares sold		9,918,525,106		$	9,918,525,106			9,400,371,492		$	9,400,371,492
Shares issued to shareholders in payment of distributions declared		680,371			680,371			1,347,527			1,347,527
Shares redeemed		(9,831,901,515	)		(9,831,901,515	)		(10,348,660,913	)		(10,348,660,913	)

Net change resulting from institutional class share transactions		87,303,962		$	87,303,962			(946,941,894	)	$	(946,941,894	)

Net change resulting from fund shares transactions		73,855,517		$	73,855,517			(1,809,233,990	)	$	(1,809,234,073	)

(1)	Reflects operations for the period from September 1, 2010 to November 30, 2010 (termination of Advisor class of shares).

(2)	Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.

(3)	Reflects operations for the period from October 1, 2009 (commencement of operations) to August 31, 2010.

(4)	Reflects operations for the period from December 28, 2010 (commencement of operations) to August 31, 2011.

139


Notes to Financial Statements (continued)

Investment Adviser Fee and Other Transactions with Affiliates

Investment Adviser Fee—The Adviser receives for its services an investment adviser fee based on a percentage of each Fund’s average daily net assets (“ADNA”) as listed below.


	Fund’s ADNA
Fund	on the first $500 million			on the next $200 million			on the next $100 million			in excess of $800 million
Large-Cap Value Fund		0.75	%		0.74	%		0.70	%		0.65	%
Large-Cap Growth Fund		0.75			0.74			0.70			0.65
Large-Cap Focus Fund		0.50			0.49			0.45			0.40
Mid-Cap Value Fund		0.75			0.74			0.70			0.65
Mid-Cap Growth Fund		0.75			0.74			0.70			0.65
Small-Cap Value Fund(1)		0.75			0.75			0.75			0.75
Small-Cap Growth Fund		1.00			1.00			1.00			1.00
International Stock Fund		1.00			0.99			0.95			0.90
Emerging Markets Equity Fund		1.00			0.99			0.95			0.90
Ultra Short Tax-Free Fund		0.20			0.19			0.10			0.10
Short-Term Income Fund		0.20			0.19			0.10			0.10
Short-Intermediate Bond Fund		0.40			0.39			0.30			0.25
Intermediate Tax-Free Fund		0.30	(2)		0.29	(2)		0.20	(2)		0.15	(2)
Government Income Fund		0.40			0.39			0.30			0.25
Corporate Income Fund		0.25			0.24			0.15			0.10
Aggregate Bond Fund		0.40			0.39			0.30			0.25
Core Plus Bond Fund		0.25			0.24			0.15			0.10

(1)	Commenced operations on March 1, 2011.

(2)	Effective December 28, 2010. Prior to December 28, 2010, the annual rates were 0.60, 0.59, 0.50 and 0.45, respectively.


	Fund’s ADNA
Fund	on the first $2 billion			on the next $2 billion			on the next $2 billion			on the next $2 billion			in excess of $8 billion
Government Money Market Fund		0.200	%		0.185	%		0.170	%		0.155	%		0.140	%
Tax-Free Money Market Fund		0.200			0.185			0.170			0.155			0.140
Prime Money Market Fund		0.150			0.135			0.120			0.105			0.090

The International Stock Fund’s sub-advisers are Trilogy Global Advisors, LP and Acadian Asset Management, LLC. The Emerging Markets Equity Fund’s sub-adviser is Trilogy Global Advisors, LP. The Corporate Income Fund and Core Plus Bond Fund’s sub-adviser is Taplin, Canida & Habacht, LLC, an affiliate of the Adviser. The Adviser compensates each sub-adviser based on the level of average daily net assets of each respective Fund managed by each sub-adviser.

140


		Marshall Funds

The Adviser has agreed to waive or reduce its investment advisory fee or reimburse expenses to the extent necessary to prevent class specific total annual operating expenses (excluding taxes, interest, brokerage commissions, other investment related costs and extraordinary expenses, such as litigation and other expenses not incurred in the ordinary course of a Fund’s business, and Acquired Fund Fees and Expenses) from exceeding the amounts for the periods set forth below. The Adviser may not terminate this arrangement prior to the date of the Funds’ next updated prospectus unless the investment advisory agreement is terminated. The Adviser may voluntarily choose to waive any portion of its fee beyond its contractual agreement. The Adviser can modify or terminate this voluntary waiver at any time at its sole discretion.


	Annualized Contractual Expense Limitation
Fund	Investor Class			Advisor Class			Institutional Class
Large-Cap Value Fund		1.24	%		1.24	%(1)		0.99	%
Large-Cap Growth Fund		1.24			1.24	(1)		0.99
Large-Cap Focus Fund		0.90			—			0.65
Mid-Cap Value Fund		1.24			1.24	(1)		0.99
Mid-Cap Growth Fund		1.24			1.24	(1)		0.99
Small-Cap Value Fund(2)		1.24			—			0.99
Small-Cap Growth Fund		1.44			1.44	(1)		1.19
International Stock Fund		1.45			1.45	(1)		1.20
Emerging Markets Equity Fund		1.50			1.50	(1)		1.25
Ultra Short Tax-Free Fund		0.55			—			0.30
Short-Term Income Fund		0.60			0.60	(1)		0.35
Short-Intermediate Bond Fund		0.80			0.80	(1)		0.55
Intermediate Tax-Free Fund		0.55			—			0.50	(3)
Government Income Fund		0.80			0.80	(1)		0.55
Corporate Income Fund		0.80			0.80	(1)		0.55
Aggregate Bond Fund		0.80			0.80	(1)		0.55
Core Plus Bond Fund		0.80			—			0.55
Government Money Market Fund		0.45			—			0.20
Tax-Free Money Market Fund		0.45			—			0.20
Prime Money Market Fund		0.45			0.75			0.20

(1)

Effective through November 30, 2010 (termination of Advisor class of shares).

(2)

Commenced operations on March 1, 2011.

(3)

Commenced operations on December 28, 2010.

Shareholder Services Fee—Under the terms of a Shareholder Services Agreement with Marshall Investor Services (“MIS”), a division of M&I Trust Company, NA (“M&I Trust”), each Fund pays MIS at the annual rate of 0.25% of average daily net assets of the Fund’s Investor and Advisor Class shares for the period. The fee paid to MIS is used to finance certain services for shareholders and to maintain shareholder accounts. MIS may voluntarily choose to waive any portion of its fee. MIS can modify or terminate this voluntary waiver at any time at its sole discretion.

Administrative Fee—M&I Trust, under the Administrative Services Agreement, provides the Funds with administrative personnel and services. The fee paid to M&I Trust is based on each Fund’s average daily net assets with respect to the Equity Funds and Fixed Income Funds and the aggregate average daily net assets of all the Money Market Funds as listed below.


Equity & Fixed Income Funds		Money Market Funds
Annual Rate	ADNA	Annual Rate	ADNA
0.0925%	on the first $250 million	0.0400%	on the first $2 billion
0.0850	on the next $250 million	0.0300	on the next $2 billion
0.0800	on the next $200 million	0.0250	on the next $2 billion
0.0400	on the next $100 million	0.0200	on the next $2 billion
0.0200	on the next $200 million	0.0100	in excess of $8 billion
0.0100	in excess of $1.0 billion

Custodian Fees—M&I Trust is the Funds’ custodian, except for the International Stock Fund and Emerging Markets Equity Fund for which State Street Bank and Trust Company maintains custody. M&I Trust receives fees based on the level of each Fund’s average daily net assets consisting of two basis points on the first $250,000,000 and one basis point thereafter for the period.

Distribution Services Fee—The Prime Money Market Fund is subject to a Distribution Plan (the “Plan”) pursuant to Rule 12b-1 under the Act. The Plan authorizes payments by the Fund to finance activities intended to result in the sale of its Advisor Class shares. The Plan provides that the Fund may incur distribution expenses of 0.30% of the average daily net assets of the Fund’s Advisor Class shares.

141


Notes to Financial Statements (continued)

Securities Lending—The Funds pay a portion of net revenue from securities lending to M&I Trust for its services as the securities lending agent. The securities lending income as shown in the Statements of Operations is net of these expenses. The following amounts were paid for the year ended August 31, 2011:


Fund	Fees Paid		Fund	Fees Paid
Large-Cap Value Fund	$	14,588	International Stock Fund	$	9,228
Large-Cap Growth Fund		22,456	Short-Term Income Fund		9,010
Large-Cap Focus Fund		4,907	Short-Intermediate Bond Fund		41,025
Mid-Cap Value Fund		41,866	Government Income Fund		35,845
Mid-Cap Growth Fund		90,816	Corporate Income Fund		10,260
Small-Cap Value Fund (1)		5,440	Aggregate Bond Fund		77,236
Small-Cap Growth Fund		308,433	Core Plus Bond Fund		9,558

(1)

Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.

Investments in Affiliated Entities—An affiliated entity is an entity in which the Fund has ownership of at least 5% of the voting securities or any investment in a Marshall Fund. Entities which are affiliates of the Fund at period-end are noted in the Fund’s Schedule of Investments. Transactions during the period with entities which are affiliates as of August 31, 2011 are as follows:


Fund/Security	Value Beginning of Period		Purchases		Sales Proceeds		Dividends Credited to Income		Value End of Period
Small-Cap Growth Fund Safeguard Scientifics, Inc.	$	6,957,500	$	10,630,199	$	—	$	—	$	19,743,636
Ultra Short Tax-Free Fund Marshall Tax-Free Money Market Fund, Class I, 0.270%		8,142,745		432,473,032		407,249,690		75,227		33,366,087
Intermediate Tax-Free Fund Marshall Tax-Free Money Market Fund, Class I, 0.270%		28,468,389		273,755,128		259,294,459		91,173		42,929,058
Corporate Income Fund Marshall Prime Money Market Fund, Class I, 0.119%		1,964,977		70,621,389		68,567,476		5,293		4,018,890
Core Plus Bond Fund Marshall Prime Money Market Fund, Class I, 0.119%		3,662,916		70,348,545		67,107,609		7,373		6,903,852

Interfund Borrowing and Lending—The Funds participate in an interfund lending program. This program allows the Funds to lend cash to and/or borrow cash from other Funds for temporary purposes, although the Money Market Funds cannot participate as borrowers. The program is subject to a number of conditions, including the requirement that the interfund loan rate to be charged to the Funds under the program is (i) more favorable to the lending Fund than the rate it could otherwise obtain from investing cash in repurchase agreements or purchasing shares of a Money Market Fund and (ii) more favorable than the lowest interest rate at which bank short-term loans would be available to the Funds. In addition, a Fund may participate in the program only if its participation is consistent with the Fund’s investment policies and limitations. The Directors are responsible for the oversight of the interfund lending program. The Ultra Short Tax-Free Fund, Intermediate Tax-Free Fund and Corporate Income Fund utilized this program as borrower, and the Prime Money Market Fund as lender for the year ended August 31, 2011. No interfund borrowing or lending balances existed as of August 31, 2011. For the year ended August 31, 2011, the average daily lending balances were $1,603, $4,527 and $888, and the weighted average interest rates were 0.824%, 0.825%, and 0.801%, respectively.

Investment Transactions—The Funds, on occasion, may purchase or sell a security with another Fund or client of the Adviser pursuant to procedures approved by the Directors.

General—Certain of the Officers and Directors of the Corporation are also Officers and Directors of one or more of the above companies, which are affiliates of the Corporation. None of the Fund officers or interested directors receives any compensation from the Funds.

Line of Credit

The Corporation, on behalf of the respective Funds, entered into a $15,000,000 unsecured, committed revolving line of credit (“LOC”) agreement with State Street Bank and Trust Company. The LOC was made available for extraordinary or emergency purposes, primarily for financing redemption payments. Borrowings are charged interest at a rate of 1.250% per annum over the greater of the Federal Funds rate or the London Interbank Offered Rate (LIBOR). The LOC includes a commitment fee of 0.125% per annum on the daily unused portion which during the fiscal year was paid by the Adviser. The Emerging Markets Equity Fund and Tax-Free Money Market Fund utilized the LOC during the year ended August 31, 2011. No borrowings were outstanding under the LOC at August 31, 2011. For the year ended August 31, 2011, the Emerging Markets Equity Fund and Tax-Free Money Market Fund average daily loan balance outstanding were $14,123 and $15,024, and the weighted average interest rates were 1.495% and 1.378%, respectively.

142


		Marshall Funds

Investment Transactions

Purchases and sales of investments, excluding short-term U.S. government securities, short-term obligations and in-kind contributions, for the year ended August 31, 2011 were as follows:


	Other than U.S. Government Securities				U.S. Government Securities
Fund	Purchases		Sales		Purchases		Sales
Large-Cap Value Fund	$	94,336,472	$	145,149,823	$	—	$	—
Large-Cap Growth Fund		213,215,619		216,568,858		—		—
Large-Cap Focus Fund		87,393,745		38,710,269		—		—
Mid-Cap Value Fund		97,226,245		121,301,591		—		—
Mid-Cap Growth Fund		215,714,680		209,087,445		—		—
Small-Cap Value Fund (1)		31,357,916		5,608,551		—		—
Small-Cap Growth Fund		629,355,856		530,578,996		—		—
International Stock Fund		53,357,949		54,695,384		—		—
Emerging Markets Equity Fund		22,433,984		36,655,430		—		—
Ultra Short Tax-Free Fund		543,955,943		441,922,109		—		—
Short-Term Income Fund		77,666,315		76,573,204		71,502,490		55,297,355
Short-Intermediate Bond Fund		69,367,400		67,557,575		641,783,742		666,767,754
Intermediate Tax-Free Fund		387,490,876		247,452,405		—		—
Government Income Fund		32,200,213		49,084,765		2,448,789,461		2,548,468,237
Corporate Income Fund		55,822,129		33,610,412		987,541		—
Aggregate Bond Fund		237,225,380		143,152,631		2,172,841,434		2,105,758,278
Core Plus Bond Fund		54,198,806		29,716,789		16,983,330		9,010,462

(1)

Reflects operations for the period from March 1, 2011 (commencement of operations) to August 31, 2011.

Federal Tax Information

The timing and character of income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP. These differences are due in part to differing treatments for net operating loss, foreign currency transactions, paydown gain or loss, market discount accretion, premium amortization and expiring capital loss carryforwards.

To the extent that differences arise that are permanent in nature, such amounts are reclassified within the capital accounts, on the Statement of Assets and Liabilities, based on their Federal tax basis treatment; temporary differences do not require reclassification and had no impact on the net asset value of the Funds.

The Funds complied with the Financial Accounting Standards Board (“FASB”) Accounting for Uncertainty in Income Taxes which provides guidance for how uncertain tax provisions should be recognized, measured, presented and disclosed in the financial statements. Accounting for Uncertainty in Income Taxes requires the affirmative evaluation of tax positions taken or expected to be taken in the course of preparing the Funds’ tax returns to determine whether it is “more-likely-than-not,” (i.e., greater than 50 percent) of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold may result in a tax benefit or expense in the current year.

Accounting for Uncertainty in Income Taxes requires management of the Funds to analyze all open tax years, as defined by the statutes of limitations, for all major jurisdictions, which includes federal and certain states. Open tax years are those that are open for exam by the taxing authorities (i.e., the last four tax years and the interim tax period since then). The Funds, have no examinations in progress. For all open tax years and all major taxing jurisdictions through the end of the reporting period, management of the Funds reviewed all tax positions taken or expected to be taken in the preparation of the Funds’ tax returns and concluded that Accounting for Uncertainty in Income Taxes resulted in no effect on the Funds’ reported net assets or results of operations as of and during the period ended August 31, 2011. Management of the Funds also is not aware of any tax positions for which it is reasonably possible that the total amounts of recognized tax benefits will significantly change in the next twelve months.

The difference between book basis and tax basis unrealized appreciation/depreciation is attributable in part to the tax deferral of losses on wash sales, the realization for tax purposes of unrealized gains on investments in passive foreign investment companies and the discount accretion/premium amortization of debt securities.

143


Notes to Financial Statements (continued)


Fund	Cost of Investments for Federal Tax Purposes			Gross Unrealized Appreciation for Federal Tax Purposes		Gross Unrealized (Depreciation) for Federal Tax Purposes			Net Unrealized Appreciation (Depreciation) for Federal Tax Purposes
Large-Cap Value Fund	$	161,355,344		$	30,184,005	$	(6,110,272	)	$	24,073,733
Large-Cap Growth Fund		241,844,302			24,801,259		(11,564,334	)		13,236,925
Large-Cap Focus Fund		73,835,804			3,856,936		(3,171,079	)		685,857
Mid-Cap Value Fund		297,973,105			43,610,880		(19,110,666	)		24,500,214
Mid-Cap Growth Fund		320,752,237			56,532,997		(19,063,647	)		37,469,350
Small-Cap Value Fund		37,491,827			1,258,179		(3,231,026	)		(1,972,847	)
Small-Cap Growth Fund		717,793,081			71,832,298		(43,536,204	)		28,296,094
International Stock Fund		67,404,877			7,859,465		(5,821,776	)		2,037,689
Emerging Markets Equity Fund		35,732,495			13,715,946		(2,224,846	)		11,491,100
Ultra Short Tax-Free Fund		423,343,775			703,627		(159,190	)		544,437
Short-Term Income Fund		189,286,252			1,797,923		(2,602,743	)		(804,820	)
Short-Intermediate Bond Fund		238,178,458			3,723,615		(3,172,867	)		550,748
Intermediate Tax-Free Fund		555,587,991			15,645,999		(667,768	)		14,978,231
Government Income Fund		378,075,361			6,845,502		(2,656,255	)		4,189,247
Corporate Income Fund		99,839,237			5,416,586		(492,830	)		4,923,756
Aggregate Bond Fund		720,920,279			11,500,696		(1,558,287	)		9,942,409
Core Plus Bond Fund		114,200,030			7,248,926		(417,136	)		6,831,790
Government Money Market Fund		487,915,317	*		—		—			—
Tax-Free Money Market Fund		861,558,552	*		—		—			—
Prime Money Market Fund		3,762,523,946	*		—		—			—

at amortized cost

The tax character of distributions reported on the Statement of Changes in Net Assets for the years ended August 31, 2011 and 2010 was as follows:


	2011						2010
Fund	Ordinary Income⁽¹⁾		Tax-Exempt Income		Long-Term Capital Gains		Ordinary Income⁽¹⁾		Tax-Exempt Income		Long-Term Capital Gains
Large-Cap Value Fund	$	1,064,385	$	—	$	—	$	2,568,413	$	—	$	—
Large-Cap Growth Fund		421,542		—		—		549,573		—		—
Large-Cap Focus Fund		32,091		—		—		—		—		—
Mid-Cap Value Fund		1,472,665		—		—		1,722,756		—		—
Mid-Cap Growth Fund		—		—		—		172,984		—		—
Small-Cap Value Fund		—		—		—		—		—		—
Small-Cap Growth Fund		—		—		—		—		—		—
International Stock Fund		1,708,663		—		—		2,522,217		—		—
Emerging Markets Equity Fund		3,154,941		—		1,840,777		2,365,348		—		—
Ultra Short Tax-Free Fund		50,748		5,523,704		—		—		—		—
Short-Term Income Fund		3,082,641		—		—		3,388,668		—		—
Short-Intermediate Bond Fund		3,095,292		—		—		3,870,074		—		—
Intermediate Tax-Free Fund		850,582		15,768,406		373,740		172,214		9,351,586		91,379
Government Income Fund		17,176,935		—		—		12,899,501		—		—
Corporate Income Fund		4,290,267		—		625,190		1,957,183		—		—
Aggregate Bond Fund		20,750,409		—		277,313		7,511,491		—		—
Core Plus Bond		4,389,197		—		919,980		2,817,338		—		—
Government Money Market Fund		149,408		—		—		357,365		—		—
Tax-Free Money Market Fund		59,803		2,161,718		44,892		226,651		4,064,458		3,774
Prime Money Market Fund		4,265,991		—		—		6,812,325		—		—

(1)

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

144


		Marshall Funds

As of August 31, 2011, the components of distributable earnings on a tax basis are as follows:


Fund	Undistributed Ordinary Income		Undistributed Tax-Exempt Income		Undistributed Long-Term Capital Gains		Accumulated Capital and Other Losses			Unrealized Appreciation (Depreciation)
Large-Cap Value Fund	$	756,720	$	—	$	—	$	(31,440,695	)	$	24,117,833
Large-Cap Growth Fund		—		—		—		(7,690,340	)		13,236,925
Large-Cap Focus Fund		471,638		—		—		—			685,857
Mid-Cap Value Fund		556,761		—		—		(2,264,893	)		24,500,214
Mid-Cap Growth Fund		—		—		—		(7,270,801	)		37,469,350
Small-Cap Value Fund		—		—		—		(62,383	)		(1,972,847	)
Small-Cap Growth Fund		—		—		30,676,573		—			28,296,094
International Stock Fund		1,514,532		—		—		(123,440,774	)		2,094,426
Emerging Markets Equity Fund		1,035,916		—		2,692,408		—			11,501,769
Ultra Short Tax-Free Fund		3,388		—		2,313		—			544,437
Short-Term Income Fund		132,775		—		—		(4,810,467	)		(804,821	)
Short-Intermediate Bond Fund		170,292		—		—		(31,614,991	)		550,748
Intermediate Tax-Free Fund		157,708		24,784		240,411		—			14,978,231
Government Income Fund		4,146,154		—		5,678,312		—			4,201,915
Corporate Income Fund		116,894		—		412,202		—			4,923,756
Aggregate Bond Fund		4,218,674		—		1,422,393		—			9,947,625
Core Plus Bond Fund		204,656		—		477,290		—			6,831,790
Government Money Market Fund		—		—		—		—			—
Tax-Free Money Market Fund		—		53		—		—			—
Prime Money Market Fund		46,112		—		—		—			—

At August 31, 2011, the Funds had capital loss carryforwards, which reduce the Funds’ taxable income arising from future net realized gains on investments, if any, to the extent permitted by the Code, and thus will reduce the amount of distributions to shareholders which would otherwise be necessary to relieve the Funds of any liability for federal tax. Pursuant to the Code, such capital loss carryforwards will expire as follows:


	Capital Loss Carryforward to Expire In
Fund	2012		2013		2014		2015		2016		2017		2018		2019		Not Subject to Expiration		Total
Large-Cap Value Fund		—		—		—		—		—		1,657,979		29,782,716		—		—		31,440,695
Large-Cap Growth Fund		—		—		—		—		—		550,690		7,139,650		—		—		7,690,340
Mid-Cap Value Fund		—		—		—		—		—		—		2,264,893		—		—		2,264,893
Mid-Cap Growth Fund		—		—		—		—		—		1,472,796		5,798,005		—		—		7,270,801
Small-Cap Value Fund		—		—		—		—		—		—		—		—		62,383		62,383
International Stock Fund		—		—		—		—		—		62,319,763		61,121,011		—		—		123,440,774
Short-Term Income Fund		1,906,315		797,744		906,238		983,288		216,882		—		—		—		—		4,810,467
Short-Intermediate Bond Fund		—		—		5,042,619		4,819,127		—		—		20,798,157		952,005		—		31,611,908

For additional discussion of rule changes for capital loss carryforwards under The Regulated Investment Company Modernization Act of 2010, please go to Section 10 - Recently Issued Accounting Pronouncements and Tax Law Changes.

During the fiscal year ended August 31, 2011, the Large-Cap Value, Large-Cap Growth, Mid-Cap Value, Mid-Cap Growth, Small-Cap Growth, International Stock, Short-Term Income, and Prime Money Market Funds, respectively, utilized $11,646,857, $19,581,147, $19,708,444, $31,497,329, $27,419,429, $3,525,595, $405,563, and $157,633 of capital loss carryforwards.

The Short Intermediate Bond and Prime Money Market Funds had losses expiring during the fiscal year ended August 31, 2011, in the amount of $1,234,191 and $157,668, respectively.

As of August 31, 2011, the Short-Intermediate Bond has $3,083 of post-October losses, which are deferred until fiscal year 2012 for tax purposes. Net capital losses incurred after October 31, and within the taxable year are deemed to arise on the first day of the Fund’s next taxable year.

Shareholder Tax Information (Unaudited)

Of the ordinary income (including short-term capital gain) distributions made by the Funds during the year ended August 31, 2011, the percentages which qualify for the dividend received deduction available to corporate shareholders were as follows:


Large-Cap Value Fund	100.00	%
Large-Cap Growth Fund	100.00
Large-Cap Focus Fund	100.00
Mid-Cap Value Fund	100.00

145


Notes to Financial Statements (continued)

Of the ordinary income (including short-term capital gain) distributions made by the Funds during the year ended August 31, 2011, the percentages which are designated as qualified dividend income were as follows:


Large-Cap Value Fund	100.00	%
Large-Cap Growth Fund	100.00
Large-Cap Focus Fund	100.00
Mid-Cap Value Fund	100.00
International Stock Fund	100.00
Emerging Markets Equity Fund	55.96

For Federal income tax purposes, the Emerging Markets Equity, Intermediate Tax-Free, Corporate Income, Aggregate Bond, Core Plus Bond and Tax-Free Money Market Funds designate long-term capital gain dividends of $1,840,777, $373,740, $625,190, 277,313, $919,980 and $44,892, respectively, or the amounts determined to be necessary, for the year ended August 31, 2011.

For Federal income tax purposes, the Short-Term Income, Short-Intermediate Bond, Government Income, Corporate Income, Aggregate Bond, Core Plus Bond, Government Money Market, and Prime Money Market Funds designate qualified interest income dividends of $3,104,391, $3,127,865, $6,584,313, $3,242,088, $7,829,990, $3,712,358, $169,267 and $4,547,824, respectively, or the amounts determined to be necessary, for the year ended August 31, 2011.

For Federal income tax purposes, the Emerging Markets Equity, Ultra Short Tax-Free, Intermediate Tax-Free, Government Income, Corporate Income, Aggregate Bond, Core Plus Bond, Government Money Market, and Tax-Free Money Market Funds designate qualified short-term capital gain dividends of $1,361,013, $50,748, $850,582, $10,652,523, $1,001,244, $12,908,276, $673,681, $94 and $59,803, respectively, or the amounts determined to be necessary, for the year ended August 31, 2011.

For Federal income tax purposes, the Ultra Short Tax-Free, Intermediate Tax-Free and Tax-Free Money Market Funds designate tax-exempt dividends of $5,482,809, $15,631,182, and $2,232,126, respectively, or the amounts determined to be necessary, for the year ended August 31, 2011.

Pursuant to Section 853 of the Internal Revenue Code of 1986, the International Stock and Emerging Markets Equity Funds, respectively, designate $1,379,947 and $1,038,556 of income derived from foreign sources and $214,686 and $213,133 of foreign taxes paid, or the amounts determined to be necessary, for the year ended August 31, 2011.

Of the ordinary income (including short-term capital gain) distributions made during the year ended August 31, 2011, the proportionate share of income derived from foreign sources and foreign taxes paid attributable to one share of stock are:


	Foreign Source Income		Foreign Taxes Paid
International Stock Fund	$	0.1857	$	0.0289
Emerging Markets Equity Fund		0.3364		0.0690

10.

Recently Issued Accounting Pronouncements and Tax Law Changes

On December 22, 2010, The Regulated Investment Company Modernization Act of 2010 (the “Modernization Act”) was signed into law. The Modernization Act is the first major piece of legislation affecting regulated investment companies (“RICs”) since 1986 and it modernizes several of the federal income and excise tax provisions related to RICs. New capital losses may now be carried forward indefinitely, and retain the character of the original loss. Under pre-enactment law, capital losses could be carried forward for eight years, and carried forward as short-term capital losses, irrespective of the character of the original loss. Although the Modernization Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of each fund’s pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.

In April 2011, FASB issued ASU No. 2011-03 “Reconsideration of Effective Control for Repurchase Agreements”. ASU 2011-03 amends FASB ASC Topic 860, Transfers and Servicing, specifically the criteria required to determine whether a repurchase agreement (repo) and similar agreements should be accounted for as sales of financial assets or secured borrowings with commitments. ASU No. 2011-03 changes the assessment of effective control by focusing on the transferor’s contractual rights and obligations and removing the criterion to assess its ability to exercise those rights or honor those obligations. This could result in changes to the way entities account for certain transactions including repurchase agreements, mortgage dollar rolls and reverse repurchase agreements. The ASU will become effective on a prospective basis for new transfers and modifications to existing transactions as of the beginning of the first interim or annual period beginning on or after December 15, 2011. Management continues to evaluate the application of this pronouncement to the Funds, and is not in a position at this time to evaluate the significance of its impact, if any, on the Funds’ financial statements.

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and the International Financial Reporting Standards (“IFRSs”)”. ASU No. 2011-04 amends FASB ASC Topic 820, Fair Value Measurements and Disclosures, to establish common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and IFRSs. ASU No. 2011-04 is effective for fiscal years beginning after December 15, 2011 and for interim periods within those fiscal years. Management is currently evaluating the impact these amendments may have on the Funds’ financial statements.

146


		Marshall Funds

11.

Change in the Independent Registered Public Accounting Firm (Unaudited)

On June 30, 2011, upon the recommendation of the Audit Committee, the Fund’s Board of Directors engaged KPMG LLP as independent accountants for the Funds for the fiscal year ending August 31, 2011.

For the past two most recent fiscal years in which PricewaterhouseCoopers LLP (“PwC”) was the Funds’ independent registered public accounting firm and through the date of the change in auditor, there were no disagreements between the Funds and PwC on any matters of accounting principles or practices, financial statement disclosures, auditing scope or procedures, or any other matter which, if not resolved to the satisfaction of PwC, would have caused PwC to make reference to the subject matter of the disagreements in connection with the issuance of PwC reports on the financial statements of such periods. On February 3, 2011, PwC advised the Audit Committee and the Board that it would no longer be able to serve as the Funds’ independent registered public accounting firm, if and when the Transaction was consummated, as it would not be in compliance with SEC independence requirements following the Transaction. Accordingly, PwC resigned as the Funds’ independent registered public accounting firm effective June 22, 2011.

147


Report of Independent Registered Public Accounting Firm

The Shareholders and Board of Directors of the Marshall Funds, Inc.:

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of the Marshall Large-Cap Value Fund, Marshall Large-Cap Growth Fund, Marshall Large-Cap Focus Fund, Marshall Mid-Cap Value Fund, Marshall Mid-Cap Growth Fund, Marshall Small-Cap Value Fund, Marshall Small-Cap Growth Fund, Marshall International Stock Fund, Marshall Emerging Markets Equity Fund, Marshall Ultra Short Tax-Free Fund, Marshall Short-Term Income Fund, Marshall Short-Intermediate Bond Fund, Marshall Intermediate Tax-Free Fund, Marshall Government Income Fund, Marshall Corporate Income Fund, Marshall Aggregate Bond Fund, Marshall Core Plus Bond Fund, Marshall Government Money Market Fund, Marshall Tax-Free Money Market Fund, and Marshall Prime Money Market Fund (collectively referred to as the “Funds”) as of August 31, 2011 and the related statements of operations, the statements of changes in net assets and the financial highlights for the year then ended. These financial statements and financial highlights are the responsibility of Fund management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. The statements of changes in net assets and the financial highlights for the periods presented through August 31, 2010 were audited by other auditors whose report dated October 21, 2010 expressed an unqualified opinion on that statement and those financial highlights.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of investments owned as of August 31, 2011 by correspondence with the custodian and brokers or by other appropriate auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of each the Funds as of August 31, 2011 and the results of their operations, the changes in their net assets and the financial highlights for the year then ended, in conformity with U.S. generally accepted accounting principles.

KPMG LLP

Milwaukee, WI

October 24, 2011

148


Directors and Officers of the Funds

The following tables provide information about each director and officer of the Funds as of September 30, 2011. The address of each director, except Ms. Costello, is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. The address of Ms. Costello is c/o BMO Financial Corp., 111 West Monroe Street, Chicago, Illinois 60603. The Funds’ Statement of Additional Information includes additional information about the directors and is available, without charge and upon request, by calling 1-800-236-FUND (3863).


INDEPENDENT DIRECTORS
Name and Age	Position(s) Held with the Corporation	Term of Office and Length of Time Served^*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director
Larry D. Armel Age: 69	Independent Director	Indefinite; since September 2006	Retired; formerly, Chairman, Gold Bank Funds, from 2002 to 2005.	20	None
Ridge A. Braunschweig Age: 58	Independent Director	Indefinite; Since October 2009	Executive Vice President and Chief Financial Officer, CPL Industries, Inc. (a manufacturing holding company prior to May 2009 and a family office since May 2009), since 2000.	20	None
Benjamin M. Cutler Age: 66	Independent Director	Indefinite; since July 2004	Chairman, CEO and President, USHEALTH Group, Inc. (a health insurance company), since September 2004; Chairman, Assurant Health (a health insurer), and Executive Vice President, Assurant, Inc. (an insurance company), from 2002 to 2004; President and CEO, Fortis Health (a health insurer) from 1996 to 2002.	20	None
John A. Lubs Age: 63	Independent Director	Indefinite; since July 2004	Special Independent Consultant to Family Board Members Mason Companies, Inc., since 2010; Vice Chairman, Mason Companies, Inc. (a footwear distributor), since October 2004 to July 2010; President and Chief Operating Officer, Mason Companies, Inc., from 1990 to 2004.	20	None

149


Directors and Officers of the Funds (continued)


INDEPENDENT DIRECTORS (continued)
Name and Age	Position(s) Held with the Corporation	Term of Office and Length of Time Served^*	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director
James Mitchell Age: 64	Independent Director	Indefinite; since March 1999	Chief Executive Officer, NOG, Inc. (a metal processing and consulting company), since 1999; Chairman, Ayrshire Precision Engineering (a precision machining company), since 1992; Chairman, Golner Precision Products, Inc. (a supplier of machine parts), from 2004 to 2008; Chief Executive Officer, General Automotive Manufacturing, LLC (an automotive parts manufacturing company), from 2001-2007.	20	None
Barbara J. Pope Age: 63	Independent Director	Indefinite; since March 1999	President of Barbara J. Pope, P.C. (a financial consulting firm), since 1992; President of Sedgwick Street Fund LLC (a private investment partnership), since 1996; formerly, Tax Partner, Price Waterhouse.	20	None
* If elected, each director will hold office for an indefinite term, until his or her successor is duly elected or until his or her death, resignation, retirement or removal.

150


		Directors and Officers of the Funds (continued)


INTERESTED DIRECTORS
Name and Age	Position(s) Held with the Corporation	Term of Office and Length of Time Served^**	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships Held by Director
John M. Blaser^* Age: 54	Director and President	Indefinite; since May 1999	Vice President of the Adviser and Marshall & Ilsley Trust Company (“M&I Trust”), since 1998.	20	None
Ellen M. Costello^* Age: 56	Director	Indefinite; since September 2011	CEO of BMO Financial Corp. and U.S. Country Head, since July 2011; President and CEO of BMO Financial Corp., from 2006 to July 2011; Chair and CEO of Harris Bankcorp, Inc. and its wholly-owned subsidiary, Harris N.A., since 2006; director of Harris Investment Management, Inc., an indirect wholly-owned subsidiary of BMO Financial Corp., since 2006; prior to August 2006, Vice-Chair and Head of BMO Capital Markets NY.	20^***	None
* Mr. Blaser is an “interested person” of the Corporation (as defined in the 1940 Act) due to the positions that he holds with the Corporation, the Adviser and M&I Trust. Ms. Costello is an “interested person” of the Corporation due to the positions that she holds with BMO.
** If elected, each director will hold office for an indefinite term, until his or her successor is duly elected or until his or her death, resignation, retirement or removal.
*** Ms. Costello was elected to the Board effective September 1, 2011.


PRINCIPAL OFFICERS
Name and Age	Position(s) Held with the Corporation	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Timothy M. Bonin Age: 38	Treasurer	Elected by the Board annually; since February 2006	Vice President of the Adviser since February 2006.
John D. Boritzke Age: 55	Vice President	Elected by the Board annually; since October 2001	Senior Vice President of the Adviser and M&I Trust, since 2008; Vice President of the Adviser and M&I Trust, 1993-2008.
Linda S. VanDenburgh Age: 54	Secretary	Elected by the Board annually; since August 2011	Senior Counsel and Vice President of BMO Harris Bank N.A. (formerly Harris National Association), since 2010; Senior Counsel at Northern Trust, 2004-2010.
Stephen R. Oliver Age: 60	Chief Compliance Officer and Anti-Money Laundering Compliance Officer	Elected by the Board annually, Chief Compliance Officer since July 2008 and Anti-Money Laundering Officer since January 2009	Director and Vice President of M&I Distributors, LLC, since 2007; Vice President of M&I Trust and M&I Financial Advisors, Inc., since March 2006.

151


Shareholder Report Disclosure of Directors’ Approval of Continuation of Contracts

Approval

of Advisory Contract for Marshall Small-Cap Value Fund

On February 21, 2011, the Board of Directors (the “Board”) of Marshall Funds, Inc. (the “Corporation”), including the Directors who are not “interested persons” of the Corporation as defined in the Investment Company Act of 1940, as amended (the “Independent Directors”), considered the approval of the Advisory Contract between the Corporation and M&I Investment Management Corp. (the “Adviser”) on behalf of Marshall Small-Cap Value Fund (the “Fund”).

The Independent Directors met separately in executive session with their independent legal counsel to review and consider the information provided by the Adviser regarding the Advisory Contract for the Fund. The Independent Directors considered, among other factors, the Adviser’s long-term relationship with the Corporation and the services the Adviser provides for other funds of the Corporation. The Independent Directors noted that in evaluating the Advisory Contract, they were taking into account their accumulated experience as Independent Directors in working with the Adviser on matters relating to the Corporation’s other funds. Based on their review, the Independent Directors concluded that it was in the best interests of the Fund to approve the Advisory Contract, and accordingly, recommended that the Board approve the Advisory Contract. The material factors and conclusions that formed the basis for the Board’s determinations are discussed below.

Nature, Extent and Quality of Services

In evaluating the nature, extent and quality of the services to be provided by the Adviser to the Fund, the Board reviewed information describing the resources and key personnel of the Adviser, including the personnel who would provide investment management services to the Fund. The Board also considered the services Marshall & Ilsley Trust Company, N.A. (the “Administrator”) would provide for the Fund. The Board noted that at its August 2010 meeting, it had reviewed the advisory functions performed by the Adviser, as well as other services performed by the Adviser and Administrator for the Corporation’s other funds. The Board considered the Adviser’s experience in managing new funds.

As the Fund is a newly created series, the Board did not review performance information for the Fund since no track record was available.

Based upon this review, the Board concluded that the nature, quality and extent of the services to be provided to the Fund by the Adviser are expected to be satisfactory.

Costs of Services Provided and Profits Realized by the Adviser

The Board reviewed information comparing the Fund’s management fee and net expense ratio to the management fee and net expense ratio of a peer group of funds provided by the Adviser using data obtained from Strategic Insight for open-end, actively managed funds in the Small Cap Value Morningstar category. The Board considered that the Adviser has agreed to contractual expense limitations for the Fund through March 1, 2012 (the “Expense Limitation”), and that the net expense ratio for the Fund takes into account the effect of the Expense Limitation. In reviewing the information, the Board noted that the Fund’s management fee and net expense ratio were both below the median management fee and net expense ratio of the peer group.

The Board also noted that because the Fund was newly organized and had no assets, the Adviser did not provide profitability information. The Board considered the proposed Expense Limitation Agreement and concluded that profitability was not expected to be unreasonable.

On the basis of the information provided, the Board concluded that the Fund’s management fee was reasonable, taking into account the nature, quality and extent of services to be provided by the Adviser.

Economies of Scale

The Board considered the extent to which economies of scale would be realized as the Fund grows and whether the Fund’s fee levels reflect these economies of scale for the benefit of Fund shareholders. The Board considered the Fund’s net expense ratio giving effect to the Expense Limitation and concluded that the Fund’s Expense Limitation was a reasonable way to provide the benefits of economies of scale to shareholders at this time.

Other Benefits to the Adviser

The Board also considered benefits that accrue to the Adviser and its affiliates from their contractual relationships with the Fund including administration and custody fees and revenues from securities lending. The Board concluded that, taking into account these benefits, the Fund’s management fee was reasonable.

152


Shareholder Report Disclosure of Directors’ Approval of Continuation of Contracts (continued)

Conclusion

After full consideration of the above factors as well as other factors that were instructive in evaluating the Advisory Contract, the Board concluded that the terms of the Advisory Contract are fair and reasonable and that approval of the Advisory Contract is in the best interests of the Fund.

Approval

of Continuation of Advisory and Sub-Advisory Agreements

On July 6 and August 3, 2011, the Board of Directors of Marshall Funds, Inc. (the “Corporation”), including the Directors who are not “interested persons” of the Corporation, as defined in the Investment Company Act of 1940, as amended (the “Independent Directors”), met to consider the approval of the investment advisory agreement (the “Advisory Agreement”) between the Corporation and M&I Investment Management Corp. (the “Adviser”) on behalf of each portfolio of the Corporation (each, a “Fund” and collectively, the “Funds”) and the approval of the sub-advisory agreements with Taplin, Canida & Habacht, LLC (“TCH”) on behalf of Marshall Core Plus Bond Fund and Marshall Corporate Income Fund, with Trilogy Global Advisors, LP (“Trilogy”) on behalf of Marshall Emerging Markets Equity Fund and with each of Acadian Asset Management, LLC (“Acadian”) and Trilogy on behalf of Marshall International Stock Fund (each, a “Sub-Advisory Agreement” and together, the “Sub-Advisory Agreements”). TCH, Acadian and Trilogy are referred to herein as a “Sub-Adviser” and collectively as the “Sub-Advisers.”

The Board, including the Independent Directors, approved the Advisory and Sub-Advisory Agreements pursuant to a process that concluded at the Board’s August 3, 2011 in-person meeting. In connection with its consideration of the Advisory and Sub-Advisory Agreements, the Board received and reviewed extensive information provided by the Adviser and its affiliate, Marshall & Ilsley Trust Company N.A., which is the Funds’ administrator (the “Administrator”), and the Sub-Advisers in response to detailed requests of the Independent Directors and their independent legal counsel, including supplemental information that was provided by the Adviser. The Board also received a memorandum from legal counsel advising it of its duties and responsibilities in connection with the review of the Advisory and Sub-Advisory Agreements. The Board discussed with representatives of management the operations of the Funds and the nature, extent and quality of the advisory and other services provided to the Funds by the Adviser and the Sub-Advisers, as applicable. The Board also noted its review of a broad range of information and its discussions with the Funds’ portfolio managers throughout the year at Board meetings and the information reviewed in connection with the Transaction. The Board members noted that in evaluating the Advisory and Sub-Advisory Agreements, they were taking into account their accumulated experience as Board members in working with the Adviser on matters related to the Funds.

On July 6 and August 3, 2011, the Independent Directors met in-person with management to consider the approval of the Advisory and Sub-Advisory Agreements, and they also met separately in executive session with their independent legal counsel. Based on their review, the Independent Directors concluded on August 3, 2011 that it was in the best interests of each Fund to approve the Advisory Agreement and in the best interests of each of Marshall International Stock Fund, Marshall Emerging Markets Equity Fund, Marshall Corporate Income Fund and Marshall Core Plus Bond Fund (collectively, the “Sub-Advised Funds”) to approve each applicable Sub-Advisory Agreement, and accordingly, recommended to the Board the approval of each Advisory and Sub-Advisory Agreement. In deciding to approve the Advisory and Sub-Advisory Agreements for each applicable Fund, the Board did not identify any single factor or group of factors as all-important or controlling and considered all factors together. The material factors and conclusions that formed the basis for the Board’s determinations are discussed separately below.

Advisory Agreement with Adviser

Nature, Extent and Quality of Services

In evaluating the nature, extent and quality of the services provided by the Adviser to the Funds, the Board reviewed information describing the resources and key personnel of the Adviser, including the personnel who provide investment management services to the Funds. The Board also considered that the Administrator would continue providing services to the Funds. The Board reviewed information concerning the advisory functions performed by the Adviser for the Funds, as well as other services performed by the Adviser and the Administrator, including managing the execution of portfolio transactions, monitoring adherence to the Funds’ investment restrictions, compliance with Fund policies and procedures and with applicable securities laws and regulations, producing shareholder reports, providing support services for the Board and Board committees, communicating with shareholders and overseeing the activities of other service providers.

153


Shareholder Report Disclosure of Directors’ Approval of Continuation of Contracts (continued)

Review of Fund Performance

The Board reviewed each Fund’s (other than Marshall Large-Cap Focus Fund and Marshall Small-Cap Value Fund, both of which are new funds and had less than one year of performance as of April 30, 2011) percentile ranking within its Lipper Inc. (“Lipper”) universe for the year to date through April 30, 2011 period and for the one-, three- and five-year periods ended April 30, 2011, as provided by the Adviser. The Adviser also provided the Board supplemental information on the Lipper universe for the one-, three-, five- and ten-year performance reporting periods ended April 30, 2011. The Lipper universe for each Fund includes all funds with a similar investment objective as classified by Lipper. For the Sub-Advised Funds, the Board considered that the Adviser does not directly manage the investment portfolio, but had delegated those duties to the respective Sub-Advisers. The Board noted that the information provided indicated that the Marshall Large-Cap Growth Fund, Marshall Mid-Cap Value Fund, Marshall Mid-Cap Growth Fund, Marshall Small-Cap Growth Fund, Marshall Ultra Short Tax-Free Fund, Marshall Short-Term Income Fund, Marshall Short-Intermediate Bond Fund, Marshall Intermediate Tax-Free Fund, Marshall Government Income Fund, Marshall Corporate Income Fund, Marshall Core Plus Bond Fund, Marshall Government Money Market Fund, Marshall Tax-Free Money Market Fund and Marshall Prime Money Market Fund had generally performed satisfactorily on the whole relative to their respective Lipper universe during the periods reviewed.

With respect to the Marshall Aggregate Bond Fund, the Board considered that one-year performance reflects underperformance compared to the median return of the Fund’s Lipper universe but that longer term performance on the whole was satisfactory. The Board noted that the manager’s tactical shifts in the portfolio have generated excess returns over the index over time, although they have also increased short-term volatility. For the Marshall Emerging Markets Equity Fund, the Board considered that performance for the one-year period was below the median return of the Fund’s Lipper universe and considered the limited operating history of the Fund and considered the Adviser’s view that the Fund was managed with a more diversified approach than a number of competitive funds. The Board noted management’s comments regarding the long-term performance issues of the Marshall Large-Cap Value Fund and the Marshall International Stock Fund. With respect to the Marshall Large-Cap Value Fund, the Board considered the Adviser’s view that the portfolio manager consistently applied the stated investment process which had led to volatile returns in turbulent markets and also considered that recent performance had improved. The Board considered Marshall International Stock Fund’s recent performance improvement, including first quartile performance for the one-year period ended April 30, 2011 in comparison to its Lipper universe. The Board noted its ongoing discussions with management related to the Marshall International Stock Fund. The Board also noted the Adviser’s statements that it would continue to closely monitor the performance of the Marshall Large-Cap Value Fund, Marshall International Stock Fund and Marshall Emerging Markets Fund and the performance of each of Marshall International Stock Fund’s Sub-Advisers and the Sub-Adviser of the Marshall Emerging Markets Equity Fund.

Costs of Services Provided and Profits Realized by the Adviser

The Board reviewed information provided by the Adviser from Strategic Insight’s Simfund database comparing each Fund’s advisory fee and net expense ratio to the advisory fee and net expense ratio of the comparable Morningstar, Inc. peer group (for the equity and fixed-income Funds) or Strategic Insight peer group (for the money market Funds only). The Board considered that the Adviser has agreed to contractual expense limitations for the Funds until at least July 6, 2013 (the “Expense Limitations”), and that the net expense ratios for the Funds take into account the effect of the Expense Limitations.

The Board also reviewed the management fees charged by the Adviser to its separate account clients. Although the average separate account fees for certain investment strategies were lower than the advisory fees for Funds with similar investment strategies, the Board noted management’s statements that the Adviser performs significant additional services for the Funds that it does not provide to those other clients, including oversight of the Funds’ other service providers, Board support, regulatory compliance and additional efforts by the portfolio managers.

In reviewing the information, the Board noted that the advisory fees and net expense ratios (for each class) of each Fund were below or within an acceptable range of the median advisory fees and net expense ratios of their respective peer groups.

The Board considered the methodology used by the Adviser in determining compensation payable to its portfolio managers and the competitive environment for investment management talent. The Board also considered the financial condition of the Adviser and certain of its affiliates.

The Board also considered the profitability to the Adviser and its affiliates of their relationships with each Fund.

154


Shareholder Report Disclosure of Directors’ Approval of Continuation of Contracts (continued)

Economies of Scale

The Board considered the extent to which economies of scale would be realized as the Funds grow and whether the Funds’ fee levels reflect these economies of scale for the benefit of Fund shareholders. The Board considered each Fund’s asset size and net expense ratio giving effect to each Fund’s Expense Limitation. The Board also considered the Adviser’s commitment to continue to evaluate advisory fee breakpoints in the future.

Other Benefits to the Adviser

The Board also considered benefits that accrue to the Adviser and its affiliates from their relationships with the Funds, including revenue in the form of administration fees, custody fees, shareholder service fees, and securities lending revenue, and that the Adviser engages in soft dollar arrangements in connection with equity security brokerage transactions for the Funds and/or other clients of the Adviser. The Board noted that, other than the services provided by the Adviser pursuant to the Advisory Agreement and the fees to be paid by each Fund, therefore the Funds and the Adviser may potentially benefit from their relationship with each other in other ways. The Board also considered that the success of any Fund could attract other business to the Adviser and that the success of the Adviser could enhance the Adviser’s ability to serve the Funds. The Board concluded that, taking into account these benefits, each Fund’s advisory fee was reasonable.

Sub-Advisory Agreements with the Sub-Advisers

Nature, Extent and Quality of Services

Similar to the review of the Adviser, the Board considered the nature, extent and quality of services provided under the Sub-Advisory Agreements. The Board reviewed the qualifications and background of each Sub-Adviser, the investment approach and philosophy of each Sub-Adviser and the experience and skills of the investment personnel responsible for the day-to-day management of the Sub-Advised Funds.

Review of Performance

The Board considered the in-person presentation by Acadian and Trilogy at the August 3, 2011 meeting with respect to their respective investment strategy and contribution to the performance of the Marshall International Stock Fund. With respect to the Emerging Markets Equity Fund performance, the Board considered that the one year total return was below the average of the Lipper universe and that the Fund had been operational for a limited period of time in a volatile market. As described above, the Board noted the Marshall International Stock Fund’s long-term performance issues, considered each Sub-Adviser’s analysis of its performance and noted the Fund’s recent performance improvements.

With respect to the performance of the Marshall Corporate Income Fund and the Marshall Core Plus Bond Fund, the Board considered that each Fund ranked in the top decile of its Lipper universe for the one-year period ended April 30, 2011.

Costs of Services Provided and Profits Realized by the Sub-Advisers

The Board noted that the sub-advisory fee charged by Acadian at Marshall International Stock Fund’s current asset levels is in line with the average fee it charges to separate accounts with similar investment strategies. The Board also noted that Trilogy’s sub-advisory fee for the Marshall International Stock Fund is less than Trilogy’s standard international equity fee schedule. The Board noted that the sub-advisory fee charged by Trilogy for the Marshall Emerging Markets Equity Fund is structured differently and its effective fee rate is currently less than the fee it charges to another emerging markets fund for which it provides services and is less than Trilogy’s standard emerging markets fee schedule. The Board noted that the sub-advisory fee charged by TCH at the current asset levels of each of Marshall Corporate Income Fund and Marshall Core Plus Bond Fund are in line with the average fee it charges to the other fixed-income fund for which it provides sub-advisory services.

With respect to profitability, the Board considered that the Adviser compensates each Sub-Adviser from its fee. The Board also considered that Acadian and Trilogy have each agreed to pay a portion of the Adviser’s obligation under the Marshall International Stock Fund’s Expense Limitation.

Economies of Scale

The Board considered the extent to which economies of scale are realized as each Fund grows and whether fee levels reflect economies of scale for the benefit of shareholders and considered the smaller size of the Sub-Advised Funds.

155


Shareholder Report Disclosure of Directors’ Approval of Continuation of Contracts (continued)

Other Benefits to the Sub-Adviser

The Board considered the use by Trilogy of commissions paid by the Marshall International Stock Fund on its portfolio brokerage transactions to obtain research products and services benefiting the Fund and/or other clients of Trilogy. The Board noted that no other material benefits were identified by any of the Sub-Advisers other than the sub-advisory fee and the potential marketability of performance of the applicable Sub-Advised Fund.

Overall Conclusions

Based on all of the information considered and the conclusions reached, the Board determined that the terms of the Advisory Agreements are fair and reasonable and that the approval of the Advisory Agreement and each Sub-Advisory Agreement is in the best interests of each applicable Fund, taking into consideration the costs of services provided and profit realized, economies of scale and other benefits to the Adviser and the Sub-Advisers.

156


Results of the Special Meeting of Shareholders

The annual meeting of the shareholders of the Marshall Funds, Inc. was held on October 6, 2011.

The matters voted on by the shareholders of record as of August 10, 2011 and the results of the vote at the shareholder meetings held October 6, 2011 were as follows:



1. To approve a new investment advisory agreement between the Corporation and M&I Investment Management Corp. (the “Adviser”).

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,662,484		6,424		14,139
Large-Cap Growth Fund		10,558,519		24,271		13,874
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,469,138		12,234		37,875
Mid-Cap Growth Fund		11,188,411		14,578		5,868
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,560,627		28,710		96,779
International Stock Fund		6,664,020		7,224		2,402
Emerging Markets Equity Fund		2,927,690		—		796
Ultra Short Tax-Free Fund		36,070,535		—		3,745
Short-Term Income Fund		11,652,826		5,175		6,655
Short-Intermediate Bond Fund		10,563,007		8,054		4,474
Intermediate Tax-Free Fund		23,200,749		207,223		246,359
Government Income Fund		13,401,087		203,686		318,746
Corporate Bond Fund		6,352,467		1,644		614
Aggregate Bond Fund		39,148,086		3,267		2,330
Core Plus Bond Fund		8,624,618		—		—
Government Money Market Fund		251,145,834		8,238		—
Tax-Free Money Market Fund		512,238,728		49,490		281,196
Prime Money Market Fund		1,991,582,696		1,713,719		54,845,357

2. To approve a new subadvisory agreement between the Adviser and Taplin, Canida & Habacht, LLC (“TCH”).

	Affirmative		Against		Abstain
Corporate Bond Fund		6,349,495		4,616		614
Core Plus Bond Fund		8,624,618		—		—

3. To elect eight Board of Directors consisting of the following:

	Affirmative		Against		Abstain
Larry D. Armel		3,074,740,089		—		98,761,810
John M. Blaser		3,113,342,388		—		60,519,510
Ridge A. Braunschweig		3,108,353,065		—		65,148,834
Ellen M. Costello		3,116,148,343		—		57,353,556
Benjamin M. Cutler		3,108,317,307		—		65,184,592
John A. Lubs		3,108,187,915		—		65,313,984
James Mitchell		3,107,777,063		—		65,724,836
Barbara J. Pope		3,106,977,285		—		66,524,614

4. To approve the reclassification of each Fund’s fundamental investment limitation regarding selling short and buying on margin as non-fundamental.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,657,503		11,404		14,139
Large-Cap Growth Fund		10,527,625		44,638		24,402
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,428,002		47,269		44,049
Mid-Cap Growth Fund		11,180,006		22,376		6,475
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,453,289		106,916		125,911
International Stock Fund		6,645,944		25,300		2,402
Emerging Markets Equity Fund		2,927,519		96		871
Ultra Short Tax-Free Fund		35,992,104		82,177		—
Short-Term Income Fund		11,648,571		7,767		8,317
Short-Intermediate Bond Fund		10,555,304		15,071		5,160
Intermediate Tax-Free Fund		22,937,609		478,273		238,449
Government Income Fund		13,205,119		433,505		284,895
Corporate Bond Fund		6,352,467		4,616		614
Aggregate Bond Fund		39,145,749		4,421		3,513
Core Plus Bond Fund		8,624,618		—		—
Government Money Market Fund		251,128,663		25,409		—
Tax-Free Money Market Fund		511,577,937		686,233		305,245
Prime Money Market Fund		1,947,518,675		45,102,801		55,520,295

157


Results of the Special Meeting of Shareholders (continued)



5. To approve the modification of each Fund’s fundamental investment limitation regarding issuing senior securities and borrowing money.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,655,464		10,925		16,658
Large-Cap Growth Fund		10,541,444		36,345		18,876
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,432,236		43,183		43,901
Mid-Cap Growth Fund		11,179,936		25,022		3,899
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,437,396		121,655		127,066
International Stock Fund		6,646,469		24,666		2,511
Emerging Markets Equity Fund		2,927,615		—		871
Ultra Short Tax-Free Fund		36,010,526		60,010		3,745
Short-Term Income Fund		11,649,679		6,823		8,153
Short-Intermediate Bond Fund		10,551,861		14,633		9,041
Intermediate Tax-Free Fund		22,916,660		496,717		240,953
Government Income Fund		13,219,419		418,237		285,862
Corporate Bond Fund		6,352,467		1,644		614
Aggregate Bond Fund		39,146,300		3,870		3,513
Core Plus Bond Fund		8,624,378		240		—
Government Money Market Fund		251,145,834		8,238		—
Tax-Free Money Market Fund		511,533,278		730,892		305,245
Prime Money Market Fund		1,990,053,052		2,777,774		55,310,946

6. To approve the reclassification of each Fund’s fundamental investment limitation regarding pledging assets as non-fundamental.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,659,126		9,782		14,139
Large-Cap Growth Fund		10,519,555		35,769		41,341
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,426,519		47,956		44,846
Mid-Cap Growth Fund		11,176,100		24,416		8,341
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,427,200		133,345		125,572
International Stock Fund		6,646,233		25,011		2,402
Emerging Markets Equity Fund		2,927,519		96		871
Ultra Short Tax-Free Fund		35,992,104		78,431		3,745
Short-Term Income Fund		11,648,673		7,160		8,822
Short-Intermediate Bond Fund		10,558,261		10,144		7,130
Intermediate Tax-Free Fund		22,871,363		538,102		244,866
Government Income Fund		13,208,662		428,699		286,158
Corporate Bond Fund		6,349,495		4,616		614
Aggregate Bond Fund		39,149,515		654		3,513
Core Plus Bond Fund		8,624,618		—		—
Government Money Market Fund		251,136,746		17,326		—
Tax-Free Money Market Fund		511,526,665		692,122		350,627
Prime Money Market Fund		1,892,941,128		99,845,298		55,355,346

7. To approve the modification of each Fund’s fundamental investment limitation regarding investing in commodities.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,658,985		9,922		14,139
Large-Cap Growth Fund		10,516,891		36,247		43,527
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,434,670		42,064		42,587
Mid-Cap Growth Fund		11,177,133		27,646		4,078
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,483,144		88,541		114,431
International Stock Fund		6,643,538		27,629		2,479
Emerging Markets Equity Fund		2,927,690		—		796
Ultra Short Tax-Free Fund		36,010,782		59,753		3,745
Short-Term Income Fund		11,647,475		8,863		8,317
Short-Intermediate Bond Fund		10,560,637		9,226		5,672
Intermediate Tax-Free Fund		22,897,644		518,878		237,809
Government Income Fund		13,241,462		389,444		292,613
Corporate Bond Fund		6,352,467		1,644		614
Aggregate Bond Fund		39,143,291		7,137		3,255
Core Plus Bond Fund		8,624,618		—		—
Government Money Market Fund		251,153,917		155		—
Tax-Free Money Market Fund		511,257,473		685,115		626,827
Prime Money Market Fund		1,948,617,027		44,247,283		55,277,462

158


Results of the Special Meeting of Shareholders (continued)



8. To approve the modification of each Fund’s fundamental investment limitation regarding investing in real estate.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,655,379		13,529		14,139
Large-Cap Growth Fund		10,470,474		102,622		23,569
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,434,270		42,772		42,279
Mid-Cap Growth Fund		11,178,153		23,447		7,257
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,470,366		90,530		125,220
International Stock Fund		6,645,852		25,315		2,479
Emerging Markets Equity Fund		2,927,615		75		796
Ultra Short Tax-Free Fund		36,010,782		59,753		3,745
Short-Term Income Fund		11,646,686		9,495		8,473
Short-Intermediate Bond Fund		10,554,743		13,880		6,911
Intermediate Tax-Free Fund		22,917,273		508,291		228,768
Government Income Fund		13,198,169		414,096		311,254
Corporate Bond Fund		6,349,495		4,616		614
Aggregate Bond Fund		39,150,066		361		3,255
Core Plus Bond Fund		8,624,355		263		—
Government Money Market Fund		251,153,917		155		—
Tax-Free Money Market Fund		511,566,038		722,758		280,618
Prime Money Market Fund		1,948,745,253		44,106,972		55,289,547

9. To approve the modification of each Fund’s fundamental investment limitation regarding diversification of investments.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,658,013		10,985		14,049
Large-Cap Growth Fund		10,546,334		33,230		17,101
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,440,209		39,148		39,964
Mid-Cap Growth Fund		11,179,051		23,748		6,057
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,507,839		63,959		114,318
International Stock Fund		6,663,587		7,580		2,479
Emerging Markets Equity Fund		2,927,690		—		796
Ultra Short Tax-Free Fund		36,070,279		257		3,745
Short-Term Income Fund		11,647,853		6,707		10,095
Short-Intermediate Bond Fund		10,553,424		15,199		6,911
Intermediate Tax-Free Fund		22,967,527		446,583		240,221
Government Income Fund		13,287,967		320,154		315,398
Corporate Bond Fund		6,349,495		4,616		614
Aggregate Bond Fund		39,146,557		3,870		3,255
Core Plus Bond Fund		8,624,378		240		—
Government Money Market Fund		251,145,834		8,238		—
Tax-Free Money Market Fund		511,612,247		676,550		280,618
Prime Money Market Fund		1,949,369,430		43,432,615		55,339,727

10.To approve the modification of each Fund’s fundamental investment limitation regarding underwriting.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,658,307		10,601		14,139
Large-Cap Growth Fund		10,525,316		35,822		35,527
Large-Cap Focus Fund		5,149,673		—		—
Mid-Cap Value Fund		13,433,056		41,817		44,447
Mid-Cap Growth Fund		11,176,526		25,280		7,050
Small-Cap Value Fund		2,695,382		—		—
Small-Cap Growth Fund		17,494,089		78,456		113,571
International Stock Fund		6,661,873		10,196		1,577
Emerging Markets Equity Fund		2,927,690		—		796
Ultra Short Tax-Free Fund		36,010,526		60,010		3,745
Short-Term Income Fund		11,642,457		6,333		15,866
Short-Intermediate Bond Fund		10,554,421		15,101		6,012
Intermediate Tax-Free Fund		22,927,956		474,474		251,901
Government Income Fund		13,222,522		379,495		321,502
Corporate Bond Fund		6,352,467		2,100		158
Aggregate Bond Fund		39,143,291		7,137		3,255
Core Plus Bond Fund		8,624,378		240		—
Government Money Market Fund		251,153,917		155		—
Tax-Free Money Market Fund		511,566,763		722,034		280,618
Prime Money Market Fund		1,991,179,563		2,042,499		54,919,710

159


Results of the Special Meeting of Shareholders (continued)



11. To approve a manager of managers structure.

	Affirmative		Against		Abstain
Large-Cap Value Fund		10,654,346		14,870		13,831
Large-Cap Growth Fund		10,510,466		66,521		19,677
Mid-Cap Value Fund		13,433,740		46,978		38,602
Mid-Cap Growth Fund		11,182,698		21,231		4,928
Small-Cap Growth Fund		17,334,933		222,346		128,838
Short-Term Income Fund		11,542,157		107,540		14,958
Short-Intermediate Bond Fund		10,552,721		16,243		6,571
Intermediate Tax-Free Fund		22,929,165		480,019		245,147
Government Income Fund		12,927,620		663,925		331,975
Aggregate Bond Fund		39,147,058		3,867		2,758
Government Money Market Fund		249,185,994		1,968,077		—
Tax-Free Money Market Fund		508,407,484		3,880,734		281,196
Prime Money Market Fund		1,893,769,037		99,494,156		54,878,578

160

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

Proxy Voting

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling toll free, 1-800-236-FUND (3863) and by accessing the Funds’ Statement of Additional Information, which is available on the Funds’ website at http://www.marshallfunds.com and on the SEC’s website at http://www.sec.gov.

Each Fund’s proxy voting record for the most recent 12-month period ended June 30 is available without charge, upon request, by calling toll free, 1-800-236-FUND (3863) and by accessing the SEC’s website at http://www.sec.gov.

Disclosure of Portfolio Holdings

The Funds file their complete schedules of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Each Fund’s Form N-Q is available on the SEC’s website at http://www.sec.gov and may be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330.

Shares of the Marshall Funds are not bank deposits or other obligations of, or issued, endorsed or guaranteed by, M&I Marshall & Ilsley Bank or any of its affiliates. Shares of the Marshall Funds, like shares of all mutual funds, 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.

LOGO

PRSRT STD

U.S. POSTAGE

PAID

LANCASTER, PA

PERMIT NO. 1377

Marshall Investor Services

P.O. Box 55931

Boston, MA 02205-5931

1-800-236-FUND (3863)

414-287-8555

http://www.marshallfunds.com

M&I Distributors, LLC, Distributor

M&I Investment Management Corp., Investment Adviser


Not FDIC Insured		No Bank Guarantee		May Lose Value

11-328-070 (10/11)

Item 2. Code of Ethics.

The Registrant has a code of ethics (the “Code”) that applies to the Registrant’s principal executive officer and principal financial officer. During the period covered by this report, there were no amendments to the provisions of the Code, nor were there any implicit or explicit waivers to the provisions of the Code. The Code of Ethics are incorporated by reference to the Registrant’s Form N-CSR filed November 8, 2006. (SEC Accession No. 0001193125-06-227868)

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Directors has determined that the Registrant has four audit committee financial experts serving on its audit committee, each of whom is “independent” within the meaning of Form N-CSR: Ridge A. Braunschweig, Barbara J. Pope, John A. Lubs and Benjamin M. Cutler. Under applicable securities laws, a person who is determined to be an audit committee financial expert will not be deemed an “expert” for any purpose, including without limitation for purposes of Section 11 of the Securities Act of 1933, as amended, as a result of being designated or identified as an audit committee financial expert. The designation or identification of a person as an audit committee financial expert does not impose on such person any duties, obligations, or liabilities that are greater than the duties, obligations, and liabilities imposed on such person as a member of the audit committee and Board of Directors in the absence of such designation or identification.

Item 4. Principal Accountant Fees and Services.

The aggregate fees billed for professional services by KPMG LLP during the fiscal year 2011 and PricewaterhouseCoopers LLP during the fiscal year 2010 were as follows:

(a) Audit Fees for Registrant.


Fiscal year ended August 31, 2011	$	295,000
Fiscal year ended August 31, 2010	$	313,000

(b) Audit-Related Fees for Registrant. These fees were billed by the Registrant’s independent auditors for assurance and related services that were reasonably related to the performance of the audit of the Registrant’s financial statements.


Fiscal year ended August 31, 2011	$	48,000
Fiscal year ended August 31, 2010	$	57,500

(c) Tax Fees for Registrant. These fees were billed for professional services rendered by the Registrant’s independent auditors for tax compliance, tax advice and tax planning.


Fiscal year ended August 31, 2011	$	57,000
Fiscal year ended August 31, 2010	$	61,500

(d)	All Other Fees.


		Fiscal year ended August 31, 2011			None


		Fiscal year ended August 31, 2010			None

(e)	Audit Committee’s pre-approval policies and procedures.

(1)

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre-approve all audit and non-audit services of the Registrant, including services provided to the Registrant’s investment adviser or any entity controlling, controlled by or under common control with the Registrant’s investment adviser that provides ongoing services to the Registrant with respect to any engagement that directly relates to the operations and financial reporting of the Registrant.

(2)

Services approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X: 100% of these fees were approved by the Trust’s Audit Committee as required pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X.

(f)

None.

(g)

During the last two fiscal years, there were no other non-audit services rendered by the Registrant’s independent auditors to the Registrant, its investment adviser or any entity controlling, controlled by or under the common control with the investment adviser that provides ongoing services to the Registrant.

(h)	Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments.

Included as part of the report to shareholders filed under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end management investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end management investment companies.

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

Not applicable.

Item 11. Controls and Procedures.

(a)

The Registrant’s principal executive officer and principal financial officer have reviewed the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended, (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act. Based on their review, such officers have concluded that the disclosure controls and procedures were effective in ensuring that information required to be disclosed in this report was appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service providers.

(b)

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the Registrant’s second fiscal quarter of the period covered by this report that materially affected, or were reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1)

Code of Ethics. Incorporated by reference to the Registrant’s Form N-CSR filed November 8, 2006. (SEC Accession No. 0001193125-06-227868)

(a)(2)

Certifications required pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Filed herewith.

(a)(3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end management investment companies.

(b)	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

SIGNATURES

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


Marshall Funds, Inc.

/s/ John M. Blaser
By: John M. Blaser President October 21, 2011

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



/s/ John M. Blaser
By: John M. Blaser President (Principal Executive Officer) October 21, 2011



/s/ Timothy M. Bonin
By: Timothy M. Bonin Treasurer (Principal Financial Officer) October 21, 2011