As filed with the Securities and Exchange Commission on January 29, 2008
Securities Act registration no. 033-48907
Investment Company Act file no. 811-58433
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x
Post-Effective Amendment No. 52 x
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x
Amendment No. 52 x
MARSHALL FUNDS, INC.
(Registrant)
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
Telephone number (800) 236-3863
John M. Blaser M&I Investment Management Corp. 111 East Kilbourn Avenue, Suite 200 Milwaukee, Wisconsin 53202 |
Cameron S. Avery Bell, Boyd & Lloyd LLP 70 West Madison Street, Suite 3100 Chicago, Illinois 60602 |
(Agents for service)
Amending Parts A, B and C and filing Exhibits
It is proposed that this filing will become effective:
¨ | immediately upon filing pursuant to rule 485(b) | |
¨ | on pursuant to rule 485(b) | |
x | 60 days after filing pursuant to rule 485(a)(1) | |
¨ | on pursuant to rule 485(a)(1) | |
¨ | 75 days after filing pursuant to rule 485(a)(2) | |
¨ | on pursuant to rule 485(a)(2) |
EXPLANATORY NOTE
This Post-Effective Amendment No. 52 to the Registration Statement contains a prospectus and statement of additional information describing the new Institutional Class shares of certain EQUITY FUNDS of Marshall Funds, Inc. No changes to the prospectuses for other series of Marshall Funds, Inc. included in Post-Effective Amendments No. 50 to the Registration Statement of the Registrant are affected hereby.
Institutional Class | ||
(Class I) |
1 | ||
Equity Funds |
||
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
Income Funds |
||
9 | ||
10 | ||
11 | ||
12 | ||
Money Market Funds |
||
13 | ||
14 | ||
15 | ||
16 | ||
17 | ||
20 | ||
25 | ||
29 | ||
32 | ||
34 | ||
39 | ||
40 |
|
The Marshall Funds offer investment opportunities to a wide range of investors, from investors with short-term goals who wish to take little investment risk to investors with long-term goals willing to bear the risks of the stock market for potentially greater rewards. The Marshall Funds are managed by the investment professionals at M&I Investment Management Corp. (Adviser).
Risk/Return Summary of Mutual Funds |
Equity Funds
Marshall Large-Cap Value Fund Marshall Large-Cap Growth Fund Marshall Mid-Cap Value Fund Marshall Mid-Cap Growth Fund Marshall Small-Cap Growth Fund Marshall International Stock Fund |
|
|
Income Funds
Marshall Aggregate Bond Fund Marshall Government Income Fund Marshall Short-Intermediate Bond Fund Marshall Short-Term Income Fund
Money Market Funds
Marshall Prime Money Market Fund Marshall Government Money Market Fund Marshall Tax-Free Money Market Fund |
RISK/RETURN SUMMARY | 1 |
Risk/Return Summary (cont.)
Principal Risks of the Funds
Stock
Market Risks |
Sector
Risks |
Style
Risks |
Foreign
Securities/ Euro Risks |
Company
Size Risks |
Debt
Securities Risks |
Government
Obligations Risks |
Municipal
Securities Risks |
Asset/
Mortgage Backed Securities Risks |
Management
Risks |
High
Portfolio Turnover Risks |
|||||||||||||||||||||||
Marshall Large-Cap
Value Fund |
ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Marshall Large-Cap
Growth Fund |
ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Marshall Mid-Cap
Value Fund |
ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Marshall Mid-Cap
Growth Fund |
ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
Marshall Small-Cap
Growth Fund |
ü | ü | ü | ü | ü | ü | |||||||||||||||||||||||||||
Marshall International
Stock Fund |
ü | ü | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||
Marshall Aggregate
Bond Fund |
ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Marshall Government
Income Fund |
ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Marshall Short-
Bond Fund |
ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Marshall Short-Term Income Fund | ü | ü | ü | ü | ü | ||||||||||||||||||||||||||||
Marshall Prime Money Market Fund | ü | ü | ü | ||||||||||||||||||||||||||||||
Marshall Government Money Market Fund | ü | ü | ü | ||||||||||||||||||||||||||||||
Marshall Tax-Free
Money Market Fund |
ü | ü | ü |
A complete description of these risks can be found in the Main Risks of Investing in the Marshall Funds section.
2 | RISK/RETURN SUMMARY |
Equity Funds
|
Goal: To provide capital appreciation and above-average dividend income. |
Strategy: The Fund invests at least 80% of its assets in a broadly diversified portfolio of common stocks of large-sized U.S.
companies similar in size to those within the Russell 1000 Value Index. In order to provide both capital appreciation and income, the Adviser attempts to structure the portfolio to pursue an above average yield. The Adviser selects stocks using a unique, quantitative, value-oriented approach.
Fund Performance: Because the Institutional Class shares of the Fund did not have performance history as of December 31, 2007, the following return information shows historical performance of the Funds Investor Class shares (which are offered by a separate prospectus) and provides some indication of the risks of investing in the Fund. The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(2nd quarter, 2003) | 15.65% | ||
Worst quarter |
(3rd quarter, 2002) | (17.64)% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
5.75% | 12.27% | 5.74% | |||
Return After Taxes on Distributions |
4.82% | 10.77% | 4.15% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
4.98% | 10.37% | 4.27% | |||
LLCVFI (2) | 2.46% | 13.04% | 6.12% | |||
Russell 1000 Value (3) | (0.17)% | 14.63% | 7.68% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper Large Cap Value Funds Index (LLCVFI) is an average of the 30 largest mutual funds in this Lipper category. The LLCVFI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Russell 1000 Value Index measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The index does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
EQUITY FUNDS | 3 |
Equity Funds (cont.)
Marshall Large-Cap Growth Fund
|
Goal: To provide capital appreciation. |
Strategy: The Fund invests at least 80% of its assets in common stocks of large-sized U.S. companies similar in size to those within the Russell 1000 Growth Index. The
Adviser looks for high quality companies with sustainable earnings growth that are available at reasonable prices.
Fund Performance: Because the Institutional Class shares of the Fund did not have performance history as of December 31, 2007, the following return information shows historical performance of the Funds Investor Class shares (which are offered by a separate prospectus) and provides some indication of the risks of investing in the Fund. The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(4th quarter, 1998) | 22.67% | ||
Worst quarter |
(3rd quarter, 2002) | (17.85)% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
13.57% | 12.02% | 4.17% | |||
Return After Taxes on Distributions |
12.23% | 11.01% | 3.35% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
10.62% | 10.28% | 3.39% | |||
LLCGFI (2) | 14.97% | 12.06% | 3.64% | |||
Russell 1000 Growth (3) | 11.81% | 12.11% | 3.83% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper Large-Cap Growth Funds Index (LLCGFI) is an average of the 30 largest mutual funds in this Lipper category. The LLCGFI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The index does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
4 | EQUITY FUNDS |
Equity Funds (cont.)
|
Goal: To provide capital appreciation. |
Strategy: The Fund invests at least 80% of its assets in value-oriented common stocks of medium-sized U.S. companies similar in size to those within the Russell Midcap
Value Index. The Adviser selects companies that exhibit traditional value characteristics, such as a price-to-earnings ratio less than the Standard & Poors 400 ® Index, higher-than-average dividend yields or a lower-than-average price-to-book value. In addition, these companies may have under-appreciated assets, or be involved in company turnarounds or corporate restructurings.
Fund Performance: Because the Institutional Class shares of the Fund did not have performance history as of December 31, 2007, the following return information shows historical performance of the Funds Investor Class shares (which are offered by a separate prospectus) and provides some indication of the risks of investing in the Fund. The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(4th quarter, 2001) | 19.61% | ||
Worst quarter |
(3rd quarter, 2002) | (16.61)% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
0.75% | 14.28% | 10.66% | |||
Return After Taxes on Distributions |
(1.73)% | 12.65% | 8.68% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
2.76% | 12.24% | 8.55% | |||
LMCVFI (2) | 3.62% | 16.73% | 9.16% | |||
RMCVI (3) | (1.42)% | 17.92% | 10.18% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper Mid-Cap Value Funds Index (LMCVFI) is an average of the 30 largest mutual funds in this Lipper category. The LMCVFI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Russell Midcap Value Index (RMCVI) measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. Those companies are also included in the Russell 1000 Value Index. The RMCVI does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
EQUITY FUNDS | 5 |
Equity Funds (cont.)
|
Goal : To provide capital appreciation. |
Strategy : The Fund invests at least 80% of its assets in growth-oriented common stocks of medium-sized U.S. companies similar in size to those within the Russell
Midcap Growth Index. The Adviser selects stocks of companies with growth characteristics, including companies with above-average earnings growth potential and companies where significant changes are taking place, such as new products, services or methods of distribution, or overall business restructuring.
Fund Performance : Because the Institutional Class shares of the Fund did not have performance history as of December 31, 2007, the following return information shows historical performance of the Funds Investor Class shares (which are offered by a separate prospectus) and provides some indication of the risks of investing in the Fund. The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(4th quarter, 1999) | 41.02% | ||
Worst quarter |
(3rd quarter, 2001) | (23.19)% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
24.54% | 15.08% | 7.39% | |||
Return After Taxes on Distributions |
24.54% | 15.08% | 6.22% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
15.95% | 13.28% | 5.85% | |||
LMCGFI (2) | 21.41% | 17.93% | 7.78% | |||
RMCGI (3) | 11.43% | 17.90% | 7.59% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper Mid-Cap Growth Funds Index (LMCGFI) is an average of the 30 largest mutual funds in this Lipper category. The LMCGFI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Russell Midcap Growth Index (RMCGI) measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. Those companies are also included in the Russell 1000 Growth Index. The RMCGI does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
6 | EQUITY FUNDS |
Equity Funds (cont.)
Marshall Small-Cap Growth Fund
|
Goal: To provide capital appreciation. |
Strategy: The Fund invests at least 80% of its assets in common stocks of small-sized U.S. companies similar in size to those within the Russell 2000 Growth Index. The
Adviser selects stocks of companies with growth characteristics, including companies with above-average earnings growth potential and companies where significant changes are taking place, such as new products, services or methods of distribution, or overall business restructuring.
Fund Performance: Because the Institutional Class shares of the Fund did not have performance history as of December 31, 2007, the following return information shows historical performance of the Funds Investor Class shares (which are offered by a separate prospectus) and provides some indication of the risks of investing in the Fund. The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(4th quarter, 1999 | ) | 38.36 | % | ||
Worst quarter |
(3rd quarter, 1998 | ) | (27.56 | )% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
18.79% | 20.79% | 8.37% | |||
Return After Taxes on Distributions |
14.43% | 19.09% | 7.14% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
14.79% | 17.82% | 6.84% | |||
LSCGI (2) | 9.68% | 15.44% | 6.79% | |||
Russell 2000 GI (3) | 7.06% | 16.50% | 4.32% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper Small-Cap Growth Funds Index (LSCGI) is an average of the 30 largest mutual funds in this Lipper category. The LSCGI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Russell 2000 Growth Index (Russell 2000 GI) measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 GI does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
EQUITY FUNDS | 7 |
Equity Funds (cont.)
Marshall International Stock Fund
|
Goal: To provide capital appreciation. |
Strategy: The Fund invests at least 80% of its assets in common stocks of any sized companies located outside the United States. The Funds sub-advisers (the
Sub-Advisers), Trilogy Global Advisors, LLC, formerly BPI Global Asset Management LLC (Trilogy), and Acadian Asset Management, Inc. (Acadian), each manage approximately 50% of the Funds portfolio.
Trilogy uses a bottom-up, fundamental approach in selecting stocks for the Funds portfolio. Trilogy seeks to identify quality companies with attractive returns on equity, earnings growth and a strong capital structure.
Acadian uses a quantitative strategy with a focus on valuations to target attractively valued companies that also have positive earnings and price characteristics. Acadian selects stocks for the Funds portfolio using models that incorporate multiple factors designed to construct an optimal portfolio while keeping benchmark-relative risk to the desired level. These factors include, among others, price-to-cash earnings, changes in expected growth and changes in operating margins.
Effective September 1, 2005, Acadian was added as an additional sub-adviser to the Fund to manage approximately 50% of the Funds portfolio. Trilogy was the sole sub-adviser to the Fund from March 29, 1999 to September 1, 2005. Prior thereto, the Fund was managed by another firm.
Fund Performance: The following return information shows historical performance of the Funds Institutional Class shares and provides some indication of the risks of investing in the Fund. The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 2000-2007)
Total Returns
Best quarter |
(2nd quarter, 2003) | 20.18 | % | ||
Worst quarter |
(3rd quarter, 2002) | (19.54 | )% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year |
Since
9/1/99 inception |
||||
Fund (1) | ||||||
Return Before Taxes |
8.67% | 18.90% | 7.21% | |||
Return After Taxes on Distributions |
5.97% | 18.00% | 6.04% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
7.75% | 16.72% | 5.89% | |||
LIMCGI (2) | 17.09% | 23.16% | 8.54% | |||
EAFE (3) | 11.17% | 21.59% | 6.61% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper International Multi-Cap Growth Funds Index (LIMCGI) is an average of the 30 largest mutual funds in this Lipper category. The LIMCGI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Morgan Stanley Capital International Europe, Australasia, Far East Index (EAFE) is a market capitalization-weighted equity index of international stocks comprising 21 of the 50 countries in the Morgan Stanley Capital International universe and representing the developed world outside of North America. The EAFE does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
8 | EQUITY FUNDS |
Income Funds
|
Goal: To maximize total return consistent with current income. |
Strategy: The Fund invests at least 80% of its assets in bonds. Fund investments include corporate, asset-backed, mortgage-
backed and U.S. government securities. The Advisers strategy for achieving total return is to adjust the Funds weightings in these sectors as it deems appropriate. The Adviser uses macroeconomic, credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted maturity of three to ten years. At the time of purchase, each fixed income security will have an investment grade rating, defined as one of the four highest ratings from a nationally recognized statistical rating organization (NRSRO).
Fund Performance: Performance information for the Aggregate Bond Fund is not included because the Fund had not been in operation for a full calendar year as of December 31, 2007.
INCOME FUND | 9 |
Income Funds (cont.)
Marshall Government Income Fund
|
Goal: To provide current income. |
Strategy: The Fund invests at least 80% of its assets in U.S. government securities. The Adviser considers macroeconomic conditions and uses credit and market analysis in developing the overall portfolio
strategy. Current and historical interest rate relationships are used to evaluate market sectors and individual securities. The Fund normally maintains an average dollar-weighted maturity of four to twelve years.
The Fund invests in the securities of U.S. government-sponsored entities, including the Federal Home Loan Mortgage Corporation (Freddie Mac), the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Banks (FHLBs). Not all U.S. government-sponsored entities are backed by the full faith and credit of the U.S. government. Examples of entities that are not backed by the full faith and credit of the U.S. government include Freddie Mac, Fannie Mae and FHLBs. These entities, however, are supported through federal subsidies, loans or other benefits. The Fund also may invest in U.S. government-sponsored entities that are supported by the full faith and credit of the U.S. government, such as the Government National Mortgage Association (Ginnie Mae). Finally, the Fund may invest in governmental entities that have no explicit financial support from the U.S. government, but are regarded as having implied support because the U.S. government sponsors their activities. Such entities include the Farm Credit Administration and the Financing Corporation.
Fund Performance : The following return information provides some indication of the risks of investing in the Fund. Because the Institutional Class shares of the Fund did not have performance history prior to June 1, 2007, the performance information for periods prior to that date is based on historical performance of the Funds Investor Class shares (which are offered by a separate prospectus). The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(3rd quarter, 2001 | ) | 4.08 | % | ||
Worst quarter |
(2nd quarter, 2004 | ) | (0.97 | )% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
5.85% | 4.04% | 5.16% | |||
Return After Taxes on Distributions |
4.18% | 2.48% | 3.20% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
3.77% | 2.53% | 3.19% | |||
LUSMI (2) | 5.24% | 3.64% | 5.03% | |||
LMI (3) | 6.90% | 4.49% | 5.91% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper U.S. Mortgage Funds Index (LUSMI) is an average of the 30 largest mutual funds in this Lipper category. The LUSMI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Lehman Brothers Mortgage-Backed Securities Index (LMI) is an index comprised of fixed rate securities backed by mortgage pools of Ginnie Mae, Freddie Mac and Fannie Mae. The LMI does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
10 | INCOME FUND |
Income Funds (cont.)
Marshall Short-Intermediate Bond Fund *
|
Goal: To maximize total return consistent with current income. |
Strategy: The Fund invests at least 80% of its assets in bonds. Fund investments include corporate, asset-backed and |
mortgage-backed securities with a minimum rating in the lowest investment grade category (i.e., BBB or Baa) and U.S. government securities. The Advisers strategy for achieving total return is to adjust the Funds weightings in these sectors as it deems appropriate. The Adviser uses macroeconomic, credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted maturity of three to ten years.
Fund Performance: The following return information provides some indication of the risks of investing in the Fund. Because the Institutional Class shares of the Fund did not have performance history prior to June 1, 2007, the performance information for periods prior to that date is based on historical performance of the Funds Investor Class shares (which are offered by a separate prospectus). The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(3rd quarter, 2001) | 3.75% | ||
Worst quarter |
(2nd quarter, 2004) | (2.25)% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
4.61% | 3.64% | 4.86% | |||
Return After Taxes on Distributions |
2.94% | 2.09% | 2.89% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
2.97% | 2.19% | 2.93% | |||
LSIDF (2) | 5.39% | 3.45% | 4.89% | |||
LGCI (3) | 7.39% | 4.06% | 5.76% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper Short-Intermediate Investment Grade Debt Funds Index (LSIDF) is an average of the 30 largest mutual funds in this Lipper category. The LSIDF reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Lehman Brothers Governmental/Credit Intermediate Index (LGCI) is an index comprised of government and corporate bonds rated BBB or higher with maturities between one and ten years. The LGCI does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
* Effective June 1, 2007, the Marshall Intermediate Bond Fund changed its name to the Marshall Short-Intermediate Bond Fund.
INCOME FUND | 11 |
Income Funds (cont.)
Marshall Short-Term Income Fund
|
Goal : To maximize total return consistent with current income. |
Strategy : The Fund invests at least 80% of its assets in short- to intermediate-term investment grade fixed income securities.
Fund investments include corporate, asset-backed and mortgage-backed securities with a minimum rating in the lowest investment grade category (i.e., BBB or Baa) and U.S. government securities. The Adviser changes the Funds weightings in these sectors as it deems appropriate and uses macroeconomic, credit and market analysis to select portfolio securities. The Fund normally maintains an average dollar-weighted maturity of six months to three years.
Fund Performance : The following return information provides some indication of the risks of investing in the Fund. Because the Institutional Class shares of the Fund did not have performance history prior to June 1, 2007, the performance information for periods prior to that date is based on historical performance of the Funds Investor Class shares (which are offered by a separate prospectus). The bar chart shows how the Funds total returns before taxes have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and a broad measure of market performance. Indices are unmanaged and are not available for direct investment. The Institutional Class shares would have substantially similar returns as the Investor Class shares because they represent interests in the same portfolio of securities and the returns would differ only to the extent that the Institutional Class shares and the Investor Class shares do not have the same expenses. The actual return of the Institutional Class shares may have been higher than that of the Investor Class shares because the Institutional Class shares have lower expenses than the Investor Class shares. Please keep in mind that past performance, before and after taxes, does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 1998-2007)
Total Returns
Best quarter |
(3rd quarter, 2001) | 2.67% | ||
Worst quarter |
(2nd quarter, 2004) | (1.21)% |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year | 10 Year | ||||
Fund (1) | ||||||
Return Before Taxes |
5.63% | 3.42% | 4.47% | |||
Return After Taxes on Distributions |
3.99% | 1.95% | 2.56% | |||
Return After Taxes on Distributions and Sale of Fund Shares |
3.63% | 2.05% | 2.63% | |||
LSTIDI (2) | 4.80% | 3.03% | 4.30% | |||
ML13 (3) | 6.90% | 3.35% | 4.97% |
(1) After-tax returns are calculated using a standard set of assumptions. The stated returns assume the highest historical federal income and capital gains tax rates. Return After Taxes on Distributions assumes a continued investment in the Fund and shows the effect of taxes on Fund distributions. Return After Taxes on Distributions and Sale of Fund Shares assumes all shares were redeemed at the end of the measurement period and shows the effect of any taxable gain (or offsetting loss) on redemption, as well as the effects of taxes on Fund distributions. These after-tax returns do not reflect the effect of any applicable state and local taxes. Return After Taxes on Distributions and Sale of Fund Shares may be higher than Return Before Taxes when a net capital loss occurs upon the redemption of Fund shares. Actual after-tax returns depend on an investors tax situation and may differ from those shown. After-tax returns shown are not relevant to investors holding shares through tax-deferred programs, such as IRAs or 401(k) plans.
(2) The Lipper Short-Term Investment Grade Debt Funds Index (LSTIDI) is an average of the 30 largest mutual funds in this Lipper category. The LSTIDI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The Merrill Lynch 1-3 Year U.S. Government/Corporate Index (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. The ML13 does not reflect the deduction of fees, expenses or taxes that mutual fund investors bear.
12 | INCOME FUND |
Money Market Funds
Marshall Prime Money Market Fund
|
Goal: To provide current income consistent with stability of principal. |
Strategy: Fund assets are invested in high quality, short-term money market instruments. In order to produce income
that minimizes volatility, the Adviser uses a bottom-up approach, which evaluates debt securities of individual companies against the context of broader market factors such as the cyclical trend in interest rates, the shape of the yield curve and debt security supply factors.
An investment in the Fund is not a deposit of M&I Marshall & Ilsley Bank or any of its affiliates and is not insured or guaranteed by the FDIC 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. In addition, the Fund is subject to credit risks, interest rate risks and liquidity risks.
Fund Performance: The following return information shows historical performance of the Funds Institutional Class shares and provides some indication of the risks of investing in the Fund. The bar chart shows how the Funds total returns have varied from year to year, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and an average of money funds with similar objectives. Indices and averages are unmanaged and are not available for direct investment. Please keep in mind that past performance does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 2001-2007)
Total Returns
Best quarter |
(1st quarter, 2001 | ) | 1.46 | % | ||
Worst quarter |
(1st quarter, 2004 | ) | 0.24 | % | ||
7-Day Net Yield |
(as of 12/31/07 | ) (1) | 4.83 | % |
Average Annual Total Returns through 12/31/07
1 Year | 5 Year |
Since
inception |
||||
Fund | 5.27% | 3.15% | 3.45% | |||
LIMMFI (2) | 5.26% | 3.11% | 2.99% | |||
MFRA (3) | 4.69% | 2.65% | 2.89% |
(1) Investors may call the Fund to learn the current 7-Day Net Yield at 1-800-236-FUND (3863).
(2) The Lipper Institutional Money Market Funds Index (LIMMFI) is an average of the 30 largest mutual funds in this Lipper category. The LIMMFI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The iMoneyNet, Inc. Money Fund Report Averages (MFRA) is an average of money funds with investment objectives similar to that of the Fund.
MONEY MARKET FUNDS | 13 |
Money Market Funds (cont.)
Marshall Government Money Market Fund
|
Goal : To provide current income consistent with stability of principal. |
Strategy : Fund assets are invested in high quality, short-term money market instruments. The Fund invests at least 80% of its assets in obligations issued and/or
guaranteed by the U.S. government or by its agencies or instrumentalities, and in repurchase agreements secured by such obligations. In order to produce income that minimizes volatility, the Adviser uses a bottom-up approach, which evaluates debt securities against the context of broader market factors such as the cyclical trend in interest rates, the shape of the yield curve and debt security supply factors.
The Fund invests in the securities of U.S. government-sponsored entities, including Freddie Mac, Fannie Mae and FHLBs. Not all U.S. government-sponsored entities are backed by the full faith and credit of the U.S. government. Examples of entities that are not backed by the full faith and credit of the U.S. government include Freddie Mac, Fannie Mae and FHLBs. These entities, however, are supported through federal subsidies, loans or other benefits. The Fund also may invest in U.S. government-sponsored entities that are supported by the full faith and credit of the U.S. government, such as Ginnie Mae. Finally, the Fund may invest in governmental entities that have no explicit financial support from the U.S. government, but are regarded as having implied support because the U.S. government sponsors their activities. Such entities include the Farm Credit Administration and the Financing Corporation.
An investment in the Fund is not a deposit of M&I Marshall & Ilsley Bank or any of its affiliates and is not insured or guaranteed by the FDIC 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. In addition, the Fund is subject to credit risks, interest rate risks, call risks and liquidity risks.
Fund Performance : The following return information shows historical performance of the Funds Institutional Class shares and provides some indication of the risks of investing in the Fund. The bar chart shows the Funds total returns for its first two full calendar years of operations, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and an average of money funds with similar objectives. Indices and averages are unmanaged and are not available for direct investment. Please keep in mind that past performance does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
Annual Total Returns (calendar years 2005-2007)
Total Returns
Best quarter |
(4th quarter, 2006 | ) | 1.30 | % | ||
Worst quarter |
(1st quarter, 2005 | ) | 0.56 | % | ||
7-Day Net Yield |
(as of 12/31/07 | ) (1) | 4.52 | % |
Average Annual Total Returns through 12/31/07
1 Year |
Since
5/28/04 inception |
|||
Fund | 5.11% | 3.87% | ||
LIUSGMMFI (2) | 5.00% | 3.46% | ||
INGMMI (3) | 4.32% | 3.17% |
(1) Investors may call the Fund to learn the current 7-Day Net Yield at 1-800-236-FUND (3863).
(2) The Lipper Institutional U.S. Government Money Market Funds Index (LIUSGMMFI) is an average of the 30 largest mutual funds in this Lipper category. The LIUSGMMFI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The iMoneyNet, Inc. Government Money Market Index (INGMMI) is an average of money funds with investment objectives similar to that of the Fund.
14 | MONEY MARKET FUND |
Money Market Funds (cont.)
Marshall Tax-Free Money Market Fund
|
Goal: To provide current income exempt from federal income tax consistent with stability of principal. |
Strategy: The Fund invests primarily in fixed and floating rate municipal bonds
and notes, variable rate demand instruments and other high-quality, short-term tax-exempt obligations maturing in 397 days or less. Under normal circumstances, the Fund invests its assets so that at least 80% of the annual interest income that the Fund distributes will be exempt from federal income tax, including federal alternative minimum tax (AMT).
To maintain principal preservation, the Adviser places a strict emphasis on credit research. Using fundamental analysis, the Adviser develops an approved list of issuers and securities that meet the Advisers standards for minimal credit risk. The Adviser continually monitors the credit risks of all portfolio securities on an ongoing basis by reviewing financial data and ratings of Nationally Recognized Statistical Rating Organizations.
The Fund seeks to enhance yield by taking advantage of favorable changes in interest rates and reducing the effect of unfavorable changes in interest rates. In seeking to achieve this objective, the Adviser targets a dollar-weighted average portfolio maturity of 90 days or less based on its interest rate outlook. The interest rate outlook is developed by analyzing a variety of factors, such as current and expected U.S. economic growth; current and expected interest rates and inflation; and the Federal Reserve Boards monetary policy. By developing an interest rate outlook and adjusting the portfolios maturity accordingly, the Adviser seeks to position the Fund to take advantage of yield enhancing opportunities.
An investment in the Fund is not a deposit of M&I Marshall & Ilsley Bank or any of its affiliates and is not insured or guaranteed by the FDIC 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. In addition, the Fund is subject to credit risks, interest rate risks, call risks and liquidity risks. In addition to credit and interest rate risk, certain types of municipal bonds are subject to other risks based on many factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors.
Annual Total Returns (2006-2007)
Total Returns
Best quarter |
(3rd quarter, 2007) | 0.92% | |||
Worst quarter |
(1st quarter, 2006) | 0.74% | |||
7-Day Net Yield |
(as of 12/31/07) | (1) | 3.45% |
Average Annual Total Returns through 12/31/07
1 Year |
Since
6/29/05 inception |
|||
Fund | 3.61% | 3.30% | ||
LITEMMFI (2) | 3.45% | 2.98% | ||
IMNTFNR (3) | 3.13% | 2.82% |
Fund Performance: The above return information shows historical performance of the Funds Institutional Class shares and provides some indication of the risks of investing in the Fund. The bar chart shows the Funds total return for its first full calendar year of operations, while the table compares the Funds average annual total returns to the returns of an index of funds with similar investment objectives and an average of money funds with similar objectives. Indices and averages are unmanaged and are not available for direct investment. Please keep in mind that past performance does not represent how the Fund will perform in the future. The information assumes that you reinvested all dividends and distributions.
(1) Investors may call the Fund to learn the current 7-Day Net Yield at 1-800-236-FUND (3863).
(2) The Lipper Institutional Tax Exempt Money Market Funds Index (LITEMMFI) is an average of the 30 largest mutual funds in this Lipper category. The LITEMMFI reflects the deduction of expenses associated with mutual funds, such as investment management fees, but is not adjusted to reflect sales charges or taxes.
(3) The iMoney Net Money Fund Report Tax-Free National Retail (IMNTFNR) is an average of money funds with investment objectives similar to that of the Fund.
MONEY MARKET FUNDS | 15 |
This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the Funds. |
|
Large-Cap
Value Fund |
Large-Cap
Growth Fund |
Mid-Cap
Value Fund |
Mid-Cap
Growth Fund |
Small-Cap
Growth Fund |
International
Stock Fund |
Aggregate
Bond Fund |
Government
Income Fund |
Short-
Intermediate Bond Fund |
Short-Term
Income Fund |
Prime
Money Market Fund |
Government
Money Market Fund |
Tax-Free
Money Market Fund |
||||||||||||||||||||||||||
Shareholder Fees (fees paid directly from your investment) | ||||||||||||||||||||||||||||||||||||||
Maximum Sales Charge (Load) Imposed (as a percentage of offering price) | None | None | None | None | None | None | None | None | None | None | None | None | None | |||||||||||||||||||||||||
Redemption Fee (as a percentage of amount
redeemed, if applicable) (1) |
2.00% | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | 2.00% | None | None | None | |||||||||||||||||||||||||
Annual Fund Operating Expenses (expenses deducted from and expressed as a percentage of the Funds net assets) | ||||||||||||||||||||||||||||||||||||||
Management Fee | 0.75% | (2) | 0.75% | (2) | 0.75% | (2) | 0.75% | (2) | 1.00% | 1.00% | (2)(3) | 0.40% | (2) | 0.40% | (2)(3) | 0.40% | (2)(3) | 0.20% | (2)(3) | 0.15% | (3) | 0.20% | (3) | 0.20% | (3) | |||||||||||||
Distribution (12b-1) Fee | None | None | None | None | None | None | None | None | None | None | None | None | None | |||||||||||||||||||||||||
Other Expenses (4) | 0.22% | 0.27% | 0.21% | 0.27% | 0.28% | 0.20% | 0.26% | 0.21% | 0.20% | 0.33% | 0.07% | 0.13% | 0.13% | |||||||||||||||||||||||||
Acquired Fund Fees and Expenses (5) | | | | | | | | | | 0.07% | | | | |||||||||||||||||||||||||
Total Annual Fund Operating Expenses (6) | 0.97% | 1.02% | 0.96% | 1.02% | 1.28% | 1.20% | 0.66% | 0.61% | 0.60% | 0.60% | 0.22% | 0.33% | 0.33% | |||||||||||||||||||||||||
(1) A redemption fee of 2% of the then current value of the shares redeemed may be imposed on certain redemptions of shares made within 30 days of purchase. The fee is retained by the Fund and generally withheld from the redemption proceeds. See What Do Shares Cost? and Will I Be Charged a Fee for Redemptions?
(2) The Fund and the Adviser have implemented a fee reduction schedule for this Funds investment advisory fees effective November 1, 2007. The investment advisory fees charged to the Fund will decline as Fund assets grow. See Marshall Funds, Inc. InformationAdvisory Fees.
(3) The Adviser voluntarily waived a portion of the management fee for certain Funds in fiscal 2007. As a result, the management fees paid by the INTERNATIONAL STOCK FUND, GOVERNMENT INCOME FUND, SHORT-INTERMEDIATE BOND FUND, SHORT-TERM INCOME FUND, PRIME MONEY MARKET FUND, GOVERNMENT MONEY MARKET FUND and TAX-FREE MONEY MARKET FUND (after the voluntary waivers) were 0.99%, 0.58%, 0.51%, 0.25%, 0.13%, 0.07% and 0.07%, respectively, for the fiscal year ended August 31, 2007. Fees after waivers were higher than the current management fee in some cases due to the reduction in the management fee for the Funds (see note (2) above), except the SMALL-CAP GROWTH FUND, the PRIME MONEY MARKET FUND, the GOVERNMENT MONEY MARKET FUND and the TAX-FREE MONEY MARKET FUND, effective June 1, 2007. Effective September 1, 2007, the Adviser is no longer waiving any portion of the management fee for the INTERNATIONAL STOCK FUND. The Adviser may terminate voluntary waivers at any time.
(4) Other Expenses for the Funds (other than the MONEY MARKET FUNDS) are based on estimated amounts for the current fiscal year due to changes in the administration fee effective September 1, 2007 and because the Institutional Class of the EQUITY and INCOME FUNDS is new.
(5) Acquired Fund Fees and Expenses represent the pro rata expense indirectly incurred by a Fund as a result of its investment in other investment companies (each, an Acquired Fund). Total Annual Fund Operating Expenses shown will not correlate to each Funds ratios of expenses to average net assets appearing in the Financial Highlights tables, which do not include Acquired Fund Fees and Expenses. Amounts less than 0.01%, if applicable, are shown as dashes () in the above table but are included in Other Expenses.
(6) Although not contractually obligated to do so, the Adviser and other service providers waived certain fees payable by the Funds and may waive certain amounts in the future. The net expenses of the Institutional Class shares of the INTERNATIONAL STOCK FUND, PRIME MONEY MARKET FUND, GOVERNMENT MONEY MARKET FUND and the TAX-FREE MONEY MARKET FUND actually paid for the fiscal year ended August 31, 2007 are shown below. The net expenses the Institutional Class shares of the LARGE-CAP VALUE FUND, LARGE-CAP GROWTH FUND, MID-CAP VALUE FUND, MID-CAP GROWTH FUND, SMALL-CAP GROWTH FUND, AGGREGATE BOND FUND, GOVERNMENT INCOME FUND, SHORT-INTERMEDIATE BOND FUND and SHORT-TERM INCOME FUND expect to pay during each Classs first full fiscal year (after anticipated voluntary waivers) are shown below. The Adviser may terminate voluntary waivers at any time. The following information is a continuation of the table above and should be considered accordingly.
Total Annual Fund Operating Expenses (after fee reductions and waivers) |
0.97% | 1.02% | 0.96% | 1.02% | 1.28% | 1.20% | 0.55% | 0.55% | 0.55% | 0.42% | 0.20% | 0.20% | 0.20% | |||||||||||||
The purpose of this table is to assist an investor in understanding the various costs and expenses that a shareholder of a Fund will bear either directly or indirectly. Marshall & Ilsley Trust Company, an affiliate of the Adviser, and its affiliates receive advisory, custodial, shareholder services and administrative fees for the services they provide to the Funds or shareholders, as applicable. For more complete descriptions of the various costs and expenses, see Marshall Funds, Inc. Information. Wire-transferred redemptions may be subject to an additional fee.
Example
This example is intended to help you compare the cost of investing in a Fund with the cost of investing in other funds. The example assumes that you invest $10,000 in one of the Funds for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Funds operating expenses are before waivers as shown in the table and remain the same. Although your actual costs and returns may be higher or lower, based on these assumptions your costs would be:
Large-Cap
Value Fund |
Large-Cap
Growth Fund |
Mid-Cap
Value Fund |
Mid-Cap
Growth Fund |
Small-Cap
Growth Fund |
International
Stock Fund |
Aggregate
Bond Fund |
Government
Income Fund |
Short-
Intermediate Bond Fund |
Short-Term
Income Fund |
Prime
Money Market Fund |
Government
Money Market Fund |
Tax-Free
Money Market Fund |
|||||||||||||||||||||||||||
1 Year | $ | 99 | $ | 104 | $ | 98 | $ | 104 | $ | 130 | $ | 122 | $ | 67 | $ | 62 | $ | 61 | $ | 61 | $ | 23 | $ | 34 | $ | 34 | |||||||||||||
3 Years | $ | 309 | $ | 325 | $ | 306 | $ | 325 | $ | 406 | $ | 381 | $ | 211 | $ | 195 | $ | 192 | $ | 192 | $ | 71 | $ | 106 | $ | 106 | |||||||||||||
5 Years | $ | 536 | $ | 563 | $ | 531 | $ | 563 | $ | 702 | $ | 660 | $ | 368 | $ | 340 | $ | 335 | $ | 335 | $ | 124 | $ | 185 | $ | 185 | |||||||||||||
10 Years | $ | 1,190 | $ | 1,248 | $ | 1,178 | $ | 1,248 | $ | 1,545 | $ | 1,455 | $ | 822 | $ | 762 | $ | 750 | $ | 750 | $ | 280 | $ | 418 | $ | 418 |
The above example should not be considered a representation of past or future expenses. Actual expenses may be greater than those shown.
16 | FEES AND EXPENSES OF THE FUNDS |
Main Risks of Investing in the Marshall Funds
Please see Risk/Return SummaryPrincipal Risks of the Funds for a summary of the risks that are relevant to each Fund.
Stock Market Risks. The EQUITY FUNDS are subject to fluctuations in the stock markets in which it invests, which have periods of increasing and decreasing values. Stocks are more volatile than debt securities. Greater volatility increases risk. If the value of the Funds investments goes down, you may lose money.
Sector Risks . Companies with similar characteristics, such as those within the same industry, may be grouped together in broad categories called sectors. Sector risk is the possibility that a certain sector may underperform other sectors or the market as a whole. As the Adviser or Sub-Adviser allocates more of a Funds portfolio holdings to a particular sector, a Funds performance may be more susceptible to any economic, business or other developments which generally affect that sector.
Style Risks . Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends.
Investments in value stocks are subject to the risk that their intrinsic values may never be realized by the market, that a stock judged to be undervalued may actually be appropriately priced, or that their prices may decline, even though in theory they are already undervalued. Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks (e.g., growth stocks). Consequently, while value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks, they can continue to be inexpensive for long periods of time and may not ever realize their full value.
Foreign Securities Risks. The INTERNATIONAL STOCK FUND invests primarily in foreign securities, which involve additional risks, including currency-rate fluctuations, political and economic instability, differences in financial reporting standards and less-strict regulation of the securities markets. Furthermore, the INTERNATIONAL STOCK FUND may incur higher costs and expenses when making foreign investments, which will affect the Funds total return.
Foreign securities may be denominated in foreign currencies. Therefore, the value of the Funds assets and income in U.S. dollars may be affected by changes in exchange rates and regulations, since exchange rates for foreign currencies change daily. The combination of currency risk and market risk tends to make securities traded in foreign markets more volatile than securities traded exclusively in the United States. Although the INTERNATIONAL STOCK FUND values its assets daily in U.S. dollars, it will not convert its holdings of foreign currencies to U.S. dollars daily. Therefore, the Fund may be exposed to currency risks over an extended period of time.
Euro Risks. The INTERNATIONAL STOCK FUND makes significant investments in securities denominated in the Euro, the single currency of the European Monetary Union (EMU). Therefore, the exchange rate between the Euro and the U.S. dollar will have a significant impact on the value of the INTERNATIONAL STOCK FUNDs investments. The European Central Bank has control over each EMU member countrys monetary policies. Therefore, the EMU participating countries do not control their own monetary policies by directing independent interest rates for their currencies, which may limit their ability to respond to economic downturns or political upheavals. These factors or other events, including political and economic developments, could cause market disruptions, and could adversely affect the value of securities held by the INTERNATIONAL STOCK FUND.
Company Size Risks . Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Market capitalization is determined by multiplying the number of a companys outstanding shares by the current market price per share. Companies with smaller market capitalizations also
INVESTING RISKS | 17 |
Main Risks of Investing in the Marshall Funds (cont.)
What About Bond Ratings?
When the Funds invest in bonds or other debt securities or convertible securities, some may be rated in the
lowest investment grade category (i.e., BBB or Baa). Bonds rated BBB by Standard & Poors Corporation or Baa by Moodys
Investors Service have speculative characteristics. The Adviser will determine the credit quality of unrated bonds, which may have greater risk (but a potentially higher yield) than comparably rated bonds. If a bond is downgraded, the Adviser will re-evaluate the bond and determine whether the bond should be retained or sold.
tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.
Debt Securities Risks. Debt securities are subject to interest rate risks, credit risks, call risks and liquidity risks, which are more fully described below. These risks will affect the INCOME FUNDS and the MONEY MARKET FUNDS.
Interest Rate Risks . Prices of fixed income securities rise and fall in response to changes in the interest rate paid by similar securities. Generally, when interest rates rise, prices of fixed income securities fall. However, market factors, such as the demand for particular fixed income securities,
may cause the price of certain fixed income securities to fall while the prices of other securities rise or remain unchanged. Interest rate changes have a greater effect on the price of fixed income securities with longer durations. Duration measures the price sensitivity of a fixed income security to changes in interest rates.
Credit Risks. Credit risk is the possibility that an issuer will default on a security by failing to pay interest or principal when due. If an issuer defaults, a Fund may lose money. Many fixed income securities receive credit ratings from services such as Standard & Poors and Moodys Investors Service. These services assign ratings to securities by assessing the likelihood of issuer default. Lower credit ratings correspond to higher credit risk. If a security has not received a rating, the Fund must rely entirely upon the Advisers credit assessment.
Fixed income securities generally compensate for greater credit risk by paying interest at a higher rate. The difference between the yield of a security and the yield of a U.S. Treasury security with a comparable maturity (the spread) measures the additional interest paid for risk. Spreads may increase generally in response to adverse economic or market conditions. A securitys spread may also increase if the securitys rating is lowered, or the security is perceived to have an increased credit risk. An increase in the spread will cause the price of the security to decline.
Credit risk includes the possibility that a party to a transaction involving a Fund will fail to meet its obligations. This could cause the Fund to lose the benefit of the transaction or prevent the Fund from selling or buying other securities to implement its investment strategy.
Call Risks . Some of the securities in which a Fund invests may be redeemed by the issuer before maturity (or called). This will most likely happen when interest rates are declining. If this occurs, the Fund may have to reinvest the proceeds in securities that pay a lower interest rate, which may decrease the Funds yield.
Liquidity Risks. Trading opportunities are more limited for fixed income securities that have not received any credit ratings, have received ratings below investment grade or are not widely held. These features may make it more difficult to sell or buy a security at a favorable price or time. Consequently, a Fund may have to accept a lower price to sell a security, sell other securities to raise cash or give up an investment opportunity, any of which could have a negative effect on the Funds performance. Infrequent trading of securities may also lead to an increase in their price volatility.
Liquidity risk also refers to the possibility that a Fund may not be able to sell a security or close out an investment contract when it wants to. If this happens, the Fund will be required to continue to hold the security or keep the position open, and the Fund could incur losses.
Government Obligations Risks. For Fund investments in securities issued or guaranteed by the U.S. government, its agencies and instrumentalities, no assurance can be given that the U.S. government will provide financial support to U.S.
18 | INVESTING RISKS |
Main Risks of Investing in the Marshall Funds (cont.)
government-sponsored agencies or instrumentalities where it is not obligated to do so by law. As a result, there is risk that these entities will default on a financial obligation. For instance, securities issued by Ginnie Mae are supported by the full faith and credit of the U.S. government, while securities issued by Fannie Mae and Freddie Mac are supported only by the discretionary authority of the U.S. government. Moreover, securities issued by the Student Loan Marketing Association (Sallie Mae) are supported only by the credit of that agency.
Municipal Securities Risks. An investment in the TAX-FREE MONEY MARKET FUND will be affected by municipal securities risks, which include credit risks, interest rate risk, call risks and liquidity risks. Certain types of municipal bonds are subject to other risks based on many factors, including economic and regulatory developments, changes or proposed changes in the federal and state tax structure, deregulation, court rulings and other factors. Local political and economic factors may also adversely affect the value and liquidity of municipal securities held by this Fund. The value of municipal securities may be affected more by supply and demand factors or the creditworthiness of the issuer than by market interest rates. Repayment of municipal securities depends on the ability of the issuer or project backing such securities to generate taxes or revenues. There is a risk that the interest on an otherwise tax-exempt municipal security may be subject to federal income tax.
Asset-Backed/Mortgage-Backed Securities Risks . Asset-backed and mortgage-backed securities are subject to risks of prepayment. This is more likely to occur when interest rates fall because many borrowers refinance mortgages to take advantage of more favorable rates. Prepayments on mortgage-backed securities are also affected by other factors, such as the volume of home sales. A Funds yield will be reduced if cash from prepaid securities is reinvested in securities with lower interest rates. The risk of prepayment may also decrease the value of mortgage-backed securities. Asset-backed securities may have a higher level of default and recovery risk than mortgage-backed securities. However, both of these types of securities may decline in value because of mortgage foreclosures or defaults on the underlying obligations.
Credit risk is greater for mortgage-backed securities that are subordinate to another security (i.e., if the holder of a mortgage-backed security is entitled to receive payments only after payment obligations to holders of the other security are satisfied). The more deeply subordinate the security, the greater the credit risk associated with the security will be. Mortgage-backed securities issued by private issuers, whether or not such obligations are subject to guarantees by the private issuer, may entail greater risk than mortgage-backed securities guaranteed by the U.S. government. The performance of mortgage-backed securities issued by private issuers generally depends on the financial health of those institutions and the performance of the mortgage pool backing such securities. An unexpectedly high rate of defaults on mortgages held by a mortgage pool may limit substantially the pools ability to make payments of principal or interest to the holder of such mortgage-backed securities, particularly if such securities are subordinated, thereby reducing the value of such securities and in some cases rendering them worthless.
Management Risks. The Advisers and Sub-Advisers judgments about the attractiveness, value and potential appreciation of the Funds investments may prove to be incorrect. Accordingly, there is no guarantee that the investment techniques used by the Funds managers will produce the desired results.
High Portfolio Turnover Risks. Although the Funds do not intend to invest for the purpose of seeking short-term profits, securities may be sold without regard to the length of time they have been held when the Funds Adviser or Sub-Adviser believes it is appropriate to do so in light of a Funds investment goal. As a result, certain Funds may have high turnover rates (e.g., in excess of 100%). A higher portfolio turnover rate increases transaction expenses that may be borne directly by a Fund (and thus, indirectly by its shareholders), and affects Fund performance. In addition, a high rate of portfolio turnover may result in the realization of larger amounts of capital gains which, when distributed, are taxable to shareholders.
INVESTING RISKS | 19 |
Securities and Investment Techniques Descriptions
|
In implementing the Funds investment objectives, the Funds may invest in the following securities and use the following investment techniques as part of the principal investment strategy. Some of these securities and techniques involve special risks, which are described under Main Risks of Investing in the Marshall Funds. Each Fund that has adopted a non-fundamental policy to invest at least 80% of its assets in the types of securities suggested by such Funds name will provide shareholders with at least 60 days notice of any change in this policy.
Marshall
Large-Cap Value Fund |
Marshall
Large-Cap Growth Fund |
Marshall
Mid-Cap Value Fund |
Marshall
Mid-Cap Growth Fund |
Marshall
Small-Cap Growth Fund |
Marshall
International Stock Fund |
|||||||||||||
Equity Securities: | ||||||||||||||||||
Common Stocks | ü | ü | ü | ü | ü | ü | ||||||||||||
Foreign Common Stocks | ü | |||||||||||||||||
Foreign Securities | ü |
Marshall
Aggregate Bond Fund |
Marshall
Government Income Fund |
Marshall
Short- Intermediate Bond Fund |
Marshall
Short-Term Income Fund |
Marshall
Prime Money Market Fund |
Marshall
Government Money Market Fund |
Marshall
Tax-Free Money Market Fund |
|||||||||||||||
Fixed Income Securities: | |||||||||||||||||||||
Corporate Debt Securities | ü | ü | ü | ü | |||||||||||||||||
Fixed Rate Debt Securities | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||
Floating Rate Debt Securities | ü | ü | ü | ü | ü | ü | ü | ||||||||||||||
Treasury Securities | ü | ü | ü | ü | ü | ü | |||||||||||||||
Municipal Notes | ü | ||||||||||||||||||||
Municipal Securities | ü | ||||||||||||||||||||
Commercial Paper | ü | ü | |||||||||||||||||||
Credit Enhancement | ü | ||||||||||||||||||||
Demand Instruments | ü | ü | |||||||||||||||||||
Mortgage-Backed Securities | ü | ü | ü | ü | |||||||||||||||||
Dollar Rolls | ü | ü | ü | ü | |||||||||||||||||
Asset-Backed Securities | ü | ü | ü | ü | |||||||||||||||||
Bank Instruments | ü | ü | |||||||||||||||||||
Funding Agreements | ü | ||||||||||||||||||||
Repurchase Agreements | ü | ü | ü | ü | ü | ü | |||||||||||||||
Agency Securities | ü | ü | ü | ü | ü | ü | |||||||||||||||
Tax-Exempt Securities | ü | ||||||||||||||||||||
Variable Rate Demand Instruments | ü |
Securities
Agency Securities. Agency securities are issued or guaranteed by a federal agency or other government-sponsored entity acting under federal authority. Some government entities are supported by the full faith and credit of the United States. Such entities include Ginnie Mae, Small Business Administration, Farm Credit System Financial Assistance Corporation, Farmers Home Administration, Federal Financing Bank, General Services Administration, and Washington Metropolitan Area Transit Authority. Other government entities receive support through federal subsidies, loans or other benefits. For example, the U.S. Treasury is authorized to purchase specified amounts of securities issued by FHLBs, Freddie Mac and Fannie Mae in support of such obligations.
20 | SECURITIES AND INVESTMENT TECHNIQUES DESCRIPTIONS |
Securities and Investment Techniques Descriptions (cont.)
Some government entities have no explicit financial support from the U.S. government, but are regarded as having implied support because the federal government sponsors their activities. Such entities include the Farm Credit Administration and the Financing Corporation. Investors regard agency securities as having low credit risks, but not as low as Treasury securities. The Adviser treats mortgage-backed securities guaranteed by a government sponsored entity as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce the market and prepayment risks.
Asset-Backed Securities. Asset-backed securities are payable from pools of obligations other than mortgages. Most asset-backed securities involve consumer or commercial debts with maturities of less than ten years. However, almost any type of fixed income assets (including other fixed income securities) may be used to create an asset-backed security. Asset-backed securities may take the form of commercial paper, notes or pass-through certificates. Asset-backed securities have prepayment risks.
Bank Instruments. Bank instruments are unsecured interest-bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit and bankers acceptances. Instruments denominated in U.S. dollars and issued by U.S. branches of foreign banks are referred to as Yankee dollar instruments. Instruments denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks are commonly referred to as Eurodollar instruments.
Commercial Paper. Commercial paper represents an issuers obligation with a maturity of less than nine months. Companies typically issue commercial paper to pay for current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. If the issuer cannot continue to obtain liquidity in this fashion, its commercial paper may default. The short maturity of commercial paper reduces both the interest rate and credit risks as compared to other debt securities of the same issuer.
Common Stocks. Common stocks are the most prevalent type of equity securities. Holders of common stock of an issuer are entitled to receive the issuers earnings only after the issuer pays its creditors and any preferred shareholders. As a result, changes in the issuers earnings have a direct impact on the value of its common stock.
Credit Enhancement. Credit enhancement consists of an arrangement in which a company agrees to pay amounts due on a fixed income security if the issuer defaults. In some cases the company providing credit enhancement makes all payments directly to the security holders and receives reimbursement from the issuer. Normally, the credit enhancer has greater financial resources and liquidity than the issuer. For this reason, the Adviser usually evaluates the credit risk of a fixed income security based solely upon its credit enhancement.
Demand Instruments. Demand instruments are corporate debt securities that the issuer must repay upon demand. Other demand instruments require a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The Adviser treats demand instruments as short-term securities, even though their stated maturity may extend beyond one year.
Dollar Rolls. Dollar rolls are transactions in which a Fund sells mortgage-backed securities with a commitment to buy similar, but not identical, mortgage-backed securities on a future date at a lower price. Normally, one or both securities involved are to be announced mortgage-backed securities or TBAs. Dollar rolls are subject to interest rate risks and credit risks. These transactions may create leverage risks. Dollar roll transactions will cause a Fund to have an increased portfolio turnover rate.
Equity Securities. An investment in the equity securities of a company represents a proportionate ownership interest in that company. Common stocks and other equity securities generally increase or decrease in value based on the earnings of a company and on general industry and market conditions. A fund that invests a significant amount of its assets in common stocks and other equity securities is likely to have greater fluctuations in share price than a fund that invests a significant portion of its assets in fixed income securities. The EQUITY FUNDS cannot predict the income they will receive
SECURITIES AND INVESTMENT TECHNIQUES DESCRIPTIONS | 21 |
Securities and Investment Techniques Descriptions (cont.)
from equity securities, if any, because companies generally have discretion as to the payment of any dividends or distributions.
Fixed Income Securities. Fixed income securities pay interest, dividends or distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. In addition, the issuer of a fixed income security must repay the principal amount of the security, normally within a specified time. Fixed income securities provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuers earnings. This limits the potential appreciation of fixed income securities as compared to equity securities.
A securitys yield measures the annual income earned on a security as a percentage of its price. A securitys yield will increase or decrease depending upon whether it costs less (a discount) or more (a premium) than the principal amount. If the issuer may redeem the security before its scheduled maturity, the price and yield on a discount or premium security may change based upon the probability of an early redemption. Securities with higher risks generally have higher yields.
The following describes the types of fixed income securities in which the Funds may invest:
Corporate Debt Securities. Corporate debt securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most prevalent types of corporate debt securities. The credit risks of corporate debt securities vary widely among issuers.
Fixed Rate Debt Securities. Debt securities that pay a fixed interest rate over the life of the security and have a long-term maturity may have many characteristics of short-term debt. For example, the market may treat fixed rate/long-term securities as short-term debt when a securitys market price is close to the call or redemption price, or if the security is approaching its maturity date when the issuer is more likely to call or redeem the debt.
As interest rates change, the market prices of fixed rate debt securities are generally more volatile than the prices of floating rate debt securities. As interest rates rise, the prices of fixed rate debt securities fall, and as interest rates fall, the prices of fixed rate debt securities rise. For example, a bond that pays a fixed interest rate of 10% is more valuable to investors when prevailing interest rates are lower; therefore, this value is reflected in a higher price, or a premium. Conversely, if interest rates are over 10%, the bond is less attractive to investors, and sells at a lower price, or a discount.
Floating Rate Debt Securities. The interest rate paid on floating rate debt securities is reset periodically (e.g., every 90 days) to a predetermined index rate. Commonly used indices include: 90-day or 180-day Treasury bill rate; one month or three month London Interbank Offered Rate (LIBOR); commercial paper rates; or the prime rate of interest of a bank. The prices of floating rate debt securities are not as sensitive to changes in interest rates as fixed rate debt securities because they behave like shorter-term securities and their interest rate is reset periodically.
Foreign Common Stocks. Common stocks of foreign corporations are equity securities issued by a corporation domiciled outside of the United States that trade on a United States securities exchange.
Foreign Securities. Foreign securities are equity or fixed income securities that are issued by a corporation or other issuer domiciled outside the United States that trade on a foreign securities exchange or in a foreign market. Securities issued by corporations or other issuers domiciled outside the United States that are dollar denominated and traded in the United States are not considered foreign securities.
Funding Agreements. Funding Agreements (Agreements) are investment instruments issued by U.S. insurance companies. Pursuant to such Agreements, a Fund may make cash contributions to a deposit fund of the insurance companys general or separate accounts. The insurance company then credits guaranteed interest to a Fund. The insurance company may assess periodic charges against an Agreement for
22 | SECURITIES AND INVESTMENT TECHNIQUES DESCRIPTIONS |
Securities and Investment Techniques Descriptions (cont.)
expense and service costs allocable to it, and the charges will be deducted from the value of the deposit fund. The purchase price paid for an Agreement becomes part of the general assets of the issuer. A Fund will only purchase Agreements from issuers that meet quality and credit standards established by the Adviser. Generally, Agreements are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market in Agreements does not currently exist. Also, a Fund may not have the right to receive the principal amount of an Agreement from the insurance company on seven days notice or less. Therefore, Agreements are typically considered to be illiquid investments.
Investment Ratings. The securities in which the MONEY MARKET FUNDS invest must be rated in one of the two highest short-term rating categories by one or more NRSROs or be determined by the Adviser to be of comparable quality to securities having such ratings.
Mortgage-Backed Securities. Mortgage-backed securities represent interests in pools of mortgages. The mortgages that comprise a pool normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of a mortgage-backed security is a pass-through certificate. An issuer of a pass-through certificate gathers monthly payments from an underlying pool of mortgages. Then, the issuer deducts its fees and expenses and passes the balance of the payments on to the certificate holders once a month. Holders of pass-through certificates receive a pro-rata share of all payments and pre-payments from the underlying mortgages. As a result, the holders assume all the prepayment risks of the underlying mortgages.
Municipal Notes. Municipal notes are short-term tax-exempt securities. Many municipalities issue such notes to fund their current operations before collecting taxes or other municipal revenues. Municipalities may also issue notes to fund capital projects prior to issuing long-term bonds. The issuers typically repay the notes at the end of their fiscal year, either with taxes, other revenues or proceeds from newly issued notes or bonds.
Municipal Securities. Municipal securities are fixed income securities issued by states, counties, cities and other political subdivisions and authorities. Although many municipal securities are exempt from federal income tax, municipalities may also issue taxable securities in which the Funds may invest.
Repurchase Agreements. Repurchase agreements are transactions in which a Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale
price, reflecting a Funds return on the transaction. This return is unrelated to the interest rate on the underlying security. A Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the Adviser.
The Funds custodian will take possession of the securities subject to repurchase agreements. The Adviser and custodian will monitor the value of the underlying security each day to ensure that the value of the security always equals or exceeds the repurchase price.
Repurchase agreements are subject to credit risks.
Tax-Exempt Securities. Tax-exempt securities are fixed income securities that pay interest that is not subject to regular federal income taxes. Fixed income securities pay interest, dividends and distributions at a specified rate. The rate may be a fixed percentage of the principal or adjusted periodically. In addition, the issuer of a fixed income security must repay the principal amount of the security, normally within a specified time.
Typically, states, counties, cities and other political subdivisions and authorities issue tax-exempt securities. Other issuers include industrial and economic development authorities, school and college authorities, housing authorities, healthcare facility authorities, municipal utilities, transportation authorities and other public agencies. The market categorizes tax-exempt securities by their source of repayment.
SECURITIES AND INVESTMENT TECHNIQUES DESCRIPTIONS | 23 |
Securities and Investment Techniques Descriptions (cont.)
Treasury Securities. Treasury securities are direct obligations of the federal government of the United States. Treasury securities are generally regarded as having the lowest credit risks.
Variable Rate Demand Instruments. Variable rate demand instruments are tax-exempt securities that require the issuer or a third party, such as a dealer or bank, to repurchase the security for its face value upon demand. The securities also pay interest at a variable rate intended to cause the securities to trade at their face value. The MONEY MARKET FUNDS treat demand instruments as short-term securities, because their variable interest rate adjusts in response to changes in market rates, even though their stated maturity may extend beyond 397 days.
Investment Techniques
Securities Lending. Certain Funds may lend portfolio securities to borrowers that the Adviser deems creditworthy. In return, a Fund receives cash or liquid securities from the borrower as collateral. The borrower must furnish additional collateral if the market value of the loaned securities increases. Also, the borrower must pay a Fund the equivalent of any dividends or interest received on the loaned securities. Any dividend equivalent payments will not be treated as qualified dividend income for federal income tax purposes and will generally be taxable as ordinary income.
A Fund will reinvest cash collateral in securities that qualify as an acceptable investment for the Fund. However, the Fund must pay interest to the borrower for the use of cash collateral.
Loans are subject to termination at the option of a Fund or the borrower. A Fund will not have the right to vote on securities while they are on loan, but it will terminate a loan in anticipation of any important vote. A Fund may pay administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash collateral to a securities lending agent or broker. Securities lending activities are subject to interest rate risks and credit risks.
Temporary Defensive Investments. To minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions, each of the Funds (except the MONEY MARKET FUNDS) may temporarily depart from its principal investment strategy by investing up to 100% of Fund assets in cash or short-term, high quality money market instruments (for example, commercial paper and repurchase agreements). This may cause a Fund to temporarily forego greater investment returns for the safety of principal. When so invested, a Fund may not achieve its investment goal.
24 | SECURITIES AND INVESTMENT TECHNIQUES DESCRIPTIONS |
What Do Shares Cost? You can buy Institutional Class shares of a Fund (other than the MONEY MARKET FUNDS) at net asset value (NAV), without a sales charge, on any day the New York Stock Exchange (NYSE) is open for business. The NYSE is closed on most national holidays and Good Friday. When a Fund receives your transaction request in proper form, it is processed at the next determined NAV. The NAV is calculated for each of the Funds (other than the MONEY MARKET FUNDS) at the end of regular trading (normally 3:00 p.m. Central Time) each day the NYSE is open.
You can buy Institutional Class shares of a MONEY MARKET FUND at NAV, without a sales charge, on any day the Federal Reserve Bank of New York (the Federal Reserve) is open for business and, alternatively, on each day that the U.S. government securities markets are open and the manager determines there is sufficient liquidity in those markets. The Federal Reserve is closed on most national holidays, including Columbus Day and Veterans Day. When a Fund accepts your transaction request in proper form, it is processed at the next determined NAV.
The NAV for the PRIME MONEY MARKET FUND and GOVERNMENT MONEY MARKET FUND is determined daily at 4:00 p.m. (Central Time). The NAV for the TAX-FREE MONEY MARKET FUND is determined daily at 11:00 a.m. (Central Time). If the U.S. government securities markets close early, the MONEY MARKET FUNDS reserve the right to determine their NAV at earlier times under these circumstances.
In calculating NAV, a Funds portfolio (other than the MONEY MARKET FUNDS) is valued using market prices when available. In calculating the NAV for the MONEY MARKET FUNDS, the Funds portfolios are valued using amortized cost.
Any 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 and in accordance with procedures approved by the Board of Directors of the Marshall Funds (Board). The Board has established a Pricing Committee, which is responsible for determinations of fair value, subject to supervision of the Board. In determining fair value, the Pricing Committee must take 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 could be realized upon the sale of that security and that the difference may be material to the NAV of the respective Fund.
Certain securities held by the Funds, primarily in the INTERNATIONAL STOCK FUND, may be listed on foreign exchanges that trade on days when a Fund does not calculate NAV. As a result, the market value of the Funds investments may change on days when you cannot purchase or sell Fund shares. In addition, a foreign exchange may not value its listed securities at the same time that the Fund calculates its NAV. Most foreign markets close well before the Fund values its securities at 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, which may affect a securitys value. The Board may rely on the recommendations of an independent fair value pricing service it has retained to assist in valuing foreign securities in the Funds portfolio. The fair value pricing service may employ quantitative models in determining fair value.
Keep in mind that Authorized Dealers, as described below, may charge you fees for their services in connection with your share transactions.
What Is the Investment Minimum? To open an account with the Institutional Class shares of these Funds, your first investment must be at least $2 million for an EQUITY FUND or an INCOME FUND; and $10 million for a MONEY MARKET FUND. An account may be opened with a smaller amount as long as the minimum is reached within 90 days. An institutional investors minimum investment is calculated by combining all accounts it maintains with the Funds. In special circumstances, these minimums may be waived or lowered at the Funds discretion. Call your Authorized Dealer for any additional limitations.
Redemption Fee. For 30 days following the most recent purchase of shares of a Fund, your redemption or exchange
HOW TO BUY SHARES | 25 |
How to Buy Shares (cont.)
proceeds may be reduced by a redemption/exchange fee of 2% (other than with respect to the MONEY MARKET FUNDS). The redemption/exchange fee is paid to the Fund. The purpose of the fee is to offset the costs associated with short-term trading in a Funds shares. See How to Redeem and Exchange SharesWill I be Charged a Fee for Redemptions? and Additional Conditions for RedemptionsFrequent Traders below.
How Do I Purchase Shares? You may purchase shares through a broker/dealer, investment professional or financial institution (Authorized Dealers). Some Authorized Dealers may charge a transaction fee for this service. You may also purchase shares directly from the Funds by completing and mailing the account application and sending your payment to the Fund by check or wire. In connection with opening an account, you will be requested to provide information that will be used by the Fund to verify your identity, as described in more detail under Important Information About Procedures for Opening a New Account below.
If you purchase shares of a Fund through a program of services offered or administered by an Authorized Dealer or other service provider, you should read the program materials, including information relating to fees, in conjunction with the Funds Prospectus. Certain features of a Fund may not be available or may be modified in connection with the program of services provided.
Once you have opened an account, you may purchase additional Fund shares by contacting Marshall Investor Services (MIS) at 1-800-236-FUND (3863) if you have pre-authorized the telephone purchase privilege.
Purchase orders for a Fund (other than the MONEY MARKET FUNDS) must be accepted by the close of trading on the NYSE, generally 3:00 p.m. (Central Time), in order for shares to be purchased at that days NAV. Purchase orders for the TAX-FREE MONEY MARKET FUND must be accepted by 11:00 a.m. (Central Time) for shares to be purchased at that days NAV. Purchase orders for the PRIME MONEY MARKET FUND and GOVERNMENT MONEY MARKET FUND must be accepted by 4:00 p.m. (Central Time) for shares to be purchased at that days NAV. For purchase orders for the PRIME MONEY MARKET FUND and GOVERNMENT MONEY MARKET FUND that are received after 3:00 p.m. but before 4:00 p.m. (Central Time), MIS will use its best efforts to accept and process such purchase orders that day; however, there is no guarantee that MIS will be able to do so. All purchase orders received in proper form and accepted by the time a Funds NAV is calculated will receive that days NAV and dividend, regardless of when the order is processed. Each Fund reserves the right to reject any purchase request. It is the responsibility of MIS, any Authorized Dealer or other service provider that has entered into an agreement with a Fund, or its administrative or shareholder services agent, to promptly submit purchase orders to the Fund. You are not the owner of Fund shares (and therefore will not receive distributions) until payment for the shares is received.
In order to purchase shares, you must reside in a jurisdiction where Fund shares may lawfully be offered for sale and have a valid tax identification number. Checks sent to the Marshall Funds to purchase shares must be made payable to the Marshall Funds.
Important Information About Procedures for Opening a New Account. The Funds are required to comply with various anti-money laundering laws and regulations. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including mutual funds, to obtain, verify and record information that identifies each person who opens an account. Consequently, when you open an account, the Funds must obtain certain personal information, including your full name, address, date of birth, social security number and other information that will allow the Funds to identify you. The Funds may also ask for other identifying documents or information.
If you do not provide this information, the Funds may be unable to open an account for you and your purchase order will not be in proper form. In the event the Funds are unable to verify your identity from the information provided, the Funds may, without prior notice to you, close your account within five business days and redeem your shares at the NAV next determined after the account is closed. Any delay in processing your order due to your failure to provide all
26 | HOW TO BUY SHARES |
How to Buy Shares (cont.)
required information will affect the purchase price you receive for your shares. The Funds are not liable for fluctuations in value experienced as a result of such delays in processing. If at any time the Funds detect suspicious behavior or if certain account information matches government lists of suspicious persons, the Funds may determine not to open an account, may reject additional purchases, may close an existing account, may file a suspicious activity report or may take other appropriate action.
Will the Small-Cap Growth Fund Always be Open to New Investors? It is anticipated that M&Is small-cap growth strategy, which includes the SMALL-CAP GROWTH FUND and separately managed accounts, will be closed to new investors who are not customers of M&I Trust or M&I Brokerage Services once its assets reach $1 billion, subject to certain exceptions. If you own shares of the Fund prior to the closing date, however, you will still be able to reinvest distributions on shares of the Fund and add to your investment in the Fund.
HOW TO BUY SHARES | 27 |
Fund Purchase Easy Reference Table
|
Minimum Investments |
||
To open an Account in one of the EQUITY FUNDS or INCOME FUNDS$2 million |
||
|
||
To open an Account in one of the MONEY MARKET FUNDS$10 million |
Phone 1-800-236-FUND (3863) |
||
|
Once you have opened an account and if you authorized telephone privileges on your account application or by subsequently completing an authorization form, you may purchase additional shares or exchange shares from another Marshall Fund having an identical shareholder registration. |
|
||
|
To open an account, send your completed account application and check payable to Marshall Funds to the following address: |
|
Marshall Investor Services
|
||
To add to your existing Fund Account, send in your check, payable to Marshall Funds, to the same address. Indicate your Fund account number on the check. |
Wire |
||
Notify MIS and request wire instructions at 1-800-236-FUND (3863). |
||
|
If a new account, fax completed account application to MIS at 1-414-287-8511. |
|
Mail a completed account application to the Fund at the following address: |
||
Marshall Investor Services
|
||
Your bank may charge a fee for wiring funds. Wire orders are accepted only on days when the Funds and the Federal Reserve wire system are open for business. |
28 | FUND PURCHASE EASY REFERENCE TABLE |
How to Redeem and Exchange Shares
How Do I Redeem Shares? You may redeem your Fund shares by telephone and by wire/electronic transfer. You should note that redemptions will be made only on days when a Fund computes its NAV. When your redemption request is accepted in proper form, it is processed at the next determined NAV. Telephone or written requests for redemptions must be received in proper form, as described below, and can be made through MIS.
Redemption requests for the Funds (other than the MONEY MARKET FUNDS) must be accepted by the close of trading on the NYSE, generally 3:00 p.m. (Central Time), for shares to be redeemed at that days NAV. Redemption requests for the TAX-FREE MONEY MARKET FUND must be accepted by 11:00 a.m. (Central Time) for shares to be redeemed at that days NAV. Redemption requests for the PRIME MONEY MARKET FUND and GOVERNMENT MONEY MARKET FUND must be accepted by 4:00 p.m. (Central Time) for shares to be redeemed at that days NAV. For redemption requests for the PRIME MONEY MARKET FUND and GOVERNMENT MONEY MARKET FUND that are received after 3:00 p.m. but before 4:00 p.m. (Central Time), MIS will use its best efforts to accept and process such redemption requests that day; however, there is no guarantee that MIS will be able to do so. All redemption requests received in proper form and accepted by the time a Funds NAV is calculated will receive that days NAV, regardless of when the request is processed. Redemption proceeds will normally be wired the following business day, but in no event more than seven days, after the request is made.
Will I Be Charged a Fee for Redemptions? You may be charged a transaction fee if you redeem Fund shares through an Authorized Dealer or service provider (other than MIS or M&I Trust), or if you are redeeming by wire. Consult your Authorized Dealer or service provider for more information, including applicable fees. You will be charged a 2% short-term redemption fee on shares (other than the shares of the MONEY MARKET FUNDS) that have been held for less than 30 days after the most recent purchase (other than through reinvestments of capital gains or dividends), determined on a first-in, first-out basis. See Additional Conditions for RedemptionsFrequent Traders below.
Fund Redemption Easy Reference Table
Phone 1-800-236-FUND (3863) |
||
Contact MIS. |
||
|
||
If you have authorized the telephone redemption privilege in your account application or by a subsequent authorization form, you may redeem shares by telephone. |
Wire/Electronic Transfer |
||
Upon written request, redemption proceeds can be directly deposited by Electronic Funds Transfer or wired directly to a domestic commercial bank previously designated by you in your account application or by subsequent form. |
||
|
||
Wires of redemption proceeds will only be made on days on which the Funds and the Federal Reserve wire system are open for business. |
||
Wire-transferred redemptions may be subject to an additional fee imposed by the bank receiving the wire. |
HOW TO REDEEM AND EXCHANGE SHARES | 29 |
Additional Conditions for Redemptions
Limitations on Redemption Proceeds. Redemption proceeds normally are wired within one business day after receiving a request in proper form. However, delivery of payment may be delayed up to seven days:
|
to allow your purchase payment to clear; |
|
during periods of market volatility; or |
|
when a shareholders trade activity or amount adversely impacts a Funds ability to manage its assets. |
You will not accrue interest or dividends on uncashed checks from a Fund. If those checks are undeliverable and returned to a Fund, the proceeds will be reinvested in shares of the Funds that were redeemed.
Corporate Resolutions. Corporations, trusts and institutional organizations are required to furnish evidence of the authority of persons designated on the account application to effect transactions on behalf of the organizations.
Redemption in Kind. The Funds have reserved the right to pay the redemption price in whole or in part by a distribution of a Funds portfolio securities. This means that the Funds are obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of a Funds net assets represented by such share class during any 90-day period. Generally, any share redemption payment greater than this amount will be paid in cash unless the Adviser determines that payment should be in kind.
Exchange Privilege. You may exchange Institutional Class shares of a Fund for Institutional Class shares of any of the other Marshall Funds free of charge, provided you meet the investment minimum of the Fund and you reside in a jurisdiction where Fund shares may be lawfully offered for sale. An exchange, if less than 30 days after purchase, may be subject to a 2% short-term redemption/exchange fee (other than in the case of the MONEY MARKET FUNDS). See What Do Shares Cost? An exchange is treated as a redemption and a subsequent purchase, and is therefore a taxable transaction.
Signatures must be guaranteed if you request an exchange into another Fund with a different shareholder registration. Your signature can be guaranteed by any federally insured financial institution (such as a bank or credit union) or a broker/dealer that is a domestic stock exchange member, but not by a notary public. The exchange privilege may be modified or terminated at any time.
Frequent Traders. The Funds management or the Adviser may determine from the amount, frequency and pattern of exchanges or redemptions that a shareholder is engaged in excessive trading that is detrimental to a Fund or its other shareholders. Such short-term or excessive trading into and out of a Fund may harm all shareholders by disrupting investment strategies, increasing brokerage, administrative and other expenses, decreasing tax efficiency and diluting the value of shares held by long-term shareholders.
The Board has approved policies that seek to discourage frequent purchases and redemptions and curb the disruptive effects of frequent trading (the Market Timing Policy). Pursuant to the Market Timing Policy, a Fund may decline to accept an application or may reject a purchase request, including an exchange, from an investor who, in the sole judgment of the Adviser, has a pattern of short-term or excessive trading or whose trading has been or may be disruptive to the Fund. The Funds, the Adviser and affiliates thereof are prohibited from entering into arrangements with any shareholder or other person to permit frequent purchases and redemptions of Fund shares. The Market Timing Policy does not apply to the Money Market Funds, which are typically used for cash management purposes and invest in highly liquid securities. However, the Adviser seeks to prevent the use of the Money Market Funds to facilitate frequent trading in other Marshall Funds in violation of the Market Timing Policy.
Each Fund monitors and enforces the Market Timing Policy through:
|
the termination of a shareholders purchase and/or exchange privileges; |
|
selective monitoring of trade activity; and |
|
the imposition of a 2% short-term redemption/exchange fee for redemptions or exchanges of shares of a Fund less than 30 days after the most recent purchase of such shares, determined on a first-in, first-out basis. |
30 | HOW TO REDEEM AND EXCHANGE SHARES |
Additional Conditions for Redemptions (cont.)
A redemption of shares acquired as a result of reinvesting distributions is not subject to the redemption fee. The redemption fee may not apply to shares redeemed in the case of death, through an automatic, nondiscretionary rebalancing or asset allocation program, trade error correction and involuntary redemptions imposed by the Fund or a financial intermediary. In addition, the redemption fee will not apply to certain transactions in retirement accounts (e.g., IRA accounts and qualified employee benefit plans), such as disability, hardship, forfeitures, required minimum distributions, systematic withdrawals, shares purchased through a systematic purchase plan, return of excess contributions and loans. The Funds officers may, in their sole discretion, authorize waivers of the short-term redemption/exchange fee in other limited circumstances that do not indicate market timing strategies. All waivers authorized by the officers are reported to the Board.
Although the Funds seek to detect and deter market timing activity, their ability to monitor trades that are placed by individual shareholders through omnibus accounts is limited because the Funds may not have direct access to the underlying shareholder account information. Omnibus accounts are accounts maintained by financial intermediaries on behalf of multiple beneficial shareholders. Due to policy, operational or system requirements and limitations, omnibus account holders, including qualified employee benefit plans, may use criteria and methods for tracking, applying or calculating the redemption fee that may differ from those utilized by the Funds transfer agent. In addition, the Funds may rely on a financial intermediarys market timing policy, even if those policies are different from the Funds policy, when the Funds believe that the policy is reasonably designed to prevent excessive trading practices that are detrimental to the Fund. If you purchase Fund shares through a financial intermediary, you should contact your financial intermediary for more information on whether the redemption fee is applied to redemptions or exchanges of your shares.
The Funds may request that financial intermediaries furnish the Funds with trading and identifying information relating to beneficial shareholders, such as social security and account numbers, in order to review any unusual patterns of trading activity discovered in the omnibus account. The Funds also may request that the financial intermediaries take action to prevent a particular shareholder from engaging in excessive trading and to enforce the Funds or their market timing policies. There may be legal and technological limitations on the ability of financial intermediaries to restrict the trading practices of their clients, and they may impose restrictions or limitations that are different from the Funds policies. As a result, the Funds ability to monitor and discourage excessive trading practices in omnibus accounts may be limited.
HOW TO REDEEM AND EXCHANGE SHARES |
31 |
|
What are Dividends and Capital Gain Distributions?
A dividend is the money paid to shareholders that a mutual fund has earned
from the income on its investments after paying any Fund
expenses. A capital gain
distribution is the money paid to shareholders from a mutual funds net profit realized from the sales of portfolio securities.
Confirmations and Account Statements. You will receive confirmation of purchases, redemptions and exchanges. In addition, you will receive periodic statements reporting all account activity, including dividends and capital gains paid. You may request photocopies of historical confirmations from prior years. The Funds may charge a fee for this service.
Dividends and Capital Gains. Dividends, if any, of the INCOME FUNDS and the MONEY MARKET FUNDS are declared daily and paid monthly. You will receive dividends declared subsequent to the issuance of your shares until the day your shares are redeemed. Dividends of the EQUITY FUNDS, if any, are declared and paid quarterly, except for INTERNATIONAL STOCK FUND, which declares and pays dividends annually. Dividends are paid to all shareholders invested in the EQUITY FUNDS on the record date, which is the date on which a shareholder must officially own shares in order to earn a dividend.
In addition, the Funds distribute capital gains, if any, at least annually. None of the MONEY MARKET FUNDS expects to realize any capital gains or losses. If capital gains or losses were realized by a Fund, they could result in an increase or decrease in such Funds distributions. Your dividends and capital gain distributions will be automatically reinvested in additional shares unless you elect cash payments. If you elect cash payments and the payment is returned as undeliverable, your cash payment will be reinvested in Fund shares and your distribution option will convert to automatic reinvestment. If any distribution check remains uncashed for six months, the check amount will be reinvested in shares and you will not accrue any interest or dividends on this amount prior to the reinvestment.
If you purchase shares just before a Fund (other than a MONEY MARKET FUND) declares a dividend or capital gain distribution, you will pay the full price for the shares and then receive a portion of the price back in the form of the distribution. The distribution will generally be taxable to you.
Multiple Classes. The Marshall Funds have adopted a plan that permits each Fund to offer more than one class of shares. Currently, most of the Funds offer three classes of shares (the GOVERNMENT MONEY MARKET FUND and the TAX-FREE MONEY MARKET FUND offer two classes of shares). All shares of each Fund or class have equal voting rights and will generally be entitled to vote in the aggregate and not by Fund or class. There may be circumstances, however, when shareholders of a particular Fund or class are entitled to vote on matters affecting that Fund or class. Share classes may have different sales charges and other expenses, which may affect their performance.
Tax Information
Federal Income Tax. The Funds send you an annual statement of your account activity to assist you in completing your federal, state and local tax returns. With respect to taxable investors, Fund distributions of dividends and capital gains are taxable whether paid in cash or reinvested in the Fund. Distributions from the Funds investment company taxable income (which includes dividends, interest, net short-term capital gains and net gains from foreign currency transactions), if any, generally are taxable to you as ordinary income whether reinvested or received in cash, unless such distributions are attributable to qualified dividend income eligible for the reduced rate of tax applicable to long-term capital gains. Distributions of the Funds long-term capital gains are generally taxable at long-term capital gain rates. Currently, the maximum federal tax rate on ordinary income is 35%, while the maximum federal tax rate on long-term capital gains is 15%. Fund distributions from the LARGE-CAP VALUE FUND, MID CAP VALUE FUND and LARGE-CAP GROWTH FUND are expected to be distributions of both investment company taxable income and long-term capital gains. Fund distributions from the other EQUITY FUNDS are expected to be primarily distributions of capital gains, and
fund distributions of the INCOME FUNDS and the MONEY
32 | ACCOUNT AND SHARE INFORMATION |
Account and Share Information (cont.)
MARKET FUNDS are expected to be primarily distributions of investment company taxable income.
It is anticipated that the distributions of the TAX-FREE MONEY MARKET FUND will primarily consist of interest income that is generally exempt from regular federal income tax, although a portion of either Funds distributions may not be exempt. Even if distributions are exempt from federal income tax, they may be subject to state and local taxes. You may owe tax on certain distributions, which might otherwise be tax-exempt, if the federal AMT applies to you. You may be subject to tax on any capital gain realized by these Funds.
Your redemption of Fund shares may result in a taxable gain or loss to you, depending on whether the redemption proceeds are more or less than your basis in the redeemed shares. An exchange of Fund shares for shares in any other Fund generally will be treated for federal tax purposes as a redemption followed by the purchase of shares of the other Marshall Fund, and thus will generally result in the same tax treatment as a redemption of Fund shares.
If you do not furnish a Fund with your correct social security number or taxpayer identification number and/or the Fund receives notification from the Internal Revenue Service requiring back-up withholding, the Fund is required by federal law to withhold federal income tax from your distributions and redemption proceeds, currently at a rate of 28% for U.S. citizens and residents. Generally, tax-exempt dividends are not subject to back-up withholding.
This section is not intended to be a full discussion of the federal income tax laws and the effect of such laws on you. There may be other federal, state, foreign or local tax considerations applicable to a particular investor. Please consult your own tax advisor regarding federal, state, foreign and local tax considerations.
Portfolio Holdings
A description of the Funds policies and procedures with respect to the disclosure of the Funds portfolio securities is available in the Funds Statement of Additional Information (SAI).
ACCOUNT AND SHARE INFORMATION | 33 |
Marshall Funds, Inc. Information
Management of the Marshall Funds. The Board of Directors governs the Funds. The Board selects and oversees the Adviser, M&I Investment Management Corp. The Adviser manages each Funds assets, including buying and selling portfolio securities. The Advisers address is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. The Adviser has entered into a subadvisory contract with Trilogy Global Advisors, LLC, formerly BPI Global Asset Management LLC, pursuant to which Trilogy manages a portion of the INTERNATIONAL STOCK FUNDs portfolio, subject to oversight by the Adviser. The Adviser has entered into a subadvisory contract with Acadian Asset Management, Inc., pursuant to which Acadian manages a portion of the INTERNATIONAL STOCK FUNDs portfolio, subject to oversight by the Adviser.
Advisers Background. The Adviser is a registered investment adviser and a wholly-owned subsidiary of Marshall & Ilsley Corporation, a registered bank holding company headquartered in Milwaukee, Wisconsin. As of August 31, 2007, the Adviser had approximately $24.9 billion in assets under management, of which approximately $9.7 billion was in the Marshall Funds assets, and has managed investments for individuals and institutions since 1973. The Adviser has managed the Marshall Funds since 1992 and managed the Newton Funds (predecessors to some of the Marshall Funds) since 1985.
Sub-Advisers Background. Trilogy is a registered investment adviser that provides investment management services to investment companies, corporations, trusts, estates, pension and profit sharing plans, individuals and other institutions located principally in Canada and the United States. As of August 31, 2007, Trilogy had approximately $13.5 billion in assets under management. Trilogys address is 1114 Avenue of the Americas, 28th Floor, New York, New York 10036.
Acadian is a registered investment adviser that has provided investment management services to corporations, pension and profit sharing plans, 401(k) and thrift plans, other institutions and individuals since 1986. As of August 31, 2007, Acadian had approximately $79.4 billion in assets under management. Acadians address is One Post Office Square, Boston, Massachusetts 02109.
All fees of the sub-advisers are paid by the Adviser.
Manager of Managers Structure. The Funds and the Adviser have received an exemptive order from the SEC granting exemptions from certain provisions of the 1940 Act, pursuant to which the Adviser will be permitted to enter into and materially amend subadvisory agreements with sub-advisers who are not affiliated with the Funds or the Adviser without shareholder approval of the applicable Fund, subject to the supervision and approval of the Board and certain other conditions specified in the order. Consequently, the Adviser will have the right to hire, terminate or replace sub-advisers without shareholder approval when the Board and the Adviser feel that a change would benefit a Fund. Within 90 days after the hiring of a new sub-adviser, affected shareholders will receive information about the new subadvisory relationship. The Adviser will continue to have the ultimate responsibility (subject to the oversight of the Board) to oversee the sub-advisers and recommend their hiring, termination and replacement. The manager of managers structure enables the Funds to operate with greater efficiency and without incurring the expense and delays associated with obtaining shareholder approval of subadvisory agreements. The structure does not permit investment management fees paid by the Funds to be increased or change the Advisers obligations under the investment advisory agreement with the Funds, including the Advisers responsibility to monitor and oversee subadvisory services furnished to the Funds, without shareholder approval. Furthermore, any subadvisory agreements with affiliates of the Funds or the Adviser will require shareholder approval.
Currently, only the INTERNATIONAL STOCK FUND employs the manager of managers structure. Shareholders of the Fund approved the use of this management structure on August 15, 2005.
Portfolio Managers. The LARGE-CAP VALUE FUND is managed by the M&I Custom Quantitative Solutions Group, an investment committee of the Adviser. Daniel P. Brown and Robert G. Cummisford are the portfolio manager members of the M&I Custom Quantitative Solutions Group and are jointly and primarily responsible for managing the LARGE-CAP VALUE FUND. They work together to develop investment strategies and select securities for the Fund and are
34 | MARSHALL FUNDS, INC. INFORMATION |
Marshall Funds, Inc. Information (cont.)
supported by research analysts. Mr. Brown is a Vice President of the Adviser. He joined the Adviser in 1997 and is a co-manager and the lead member of the M&I Custom Quantitative Solutions Group. Prior to joining the Adviser, he held positions with Kemper Securities Group and Mutual Savings Bank. Mr. Brown is a Chartered Financial Analyst and a member of the CFA Institute, the Milwaukee Investment Analysts Society and the Chicago Quantitative Alliance. He holds a B.B.A. degree in Finance from the University of Wisconsin-Milwaukee. Mr. Cummisford is a Vice President of the Adviser. He joined the Adviser in 2004 and is a co-manager of the M&I Custom Quantitative Solutions Group. Prior to joining the Adviser, he held positions with Old Kent/Fifth Third, Ibbotson Associates and First Chicago. Mr. Cummisford is a Chartered Financial Analyst and a member of the CFA Institute and the Milwaukee Investment Analysts Society. He holds B.A. degrees in Economics and Behavioral Sciences from Lake Forest College.
The LARGE-CAP GROWTH FUND is co-managed by Alan K. Creech and Robert G. Cummisford, who have equal investment decision-making responsibilities with respect to the Fund. Mr. Creech is a Portfolio Manager and a Vice President of the Adviser. He has served as the Senior Analyst on the Fund since 2004 and previously served as an analyst at Banc One Investment Advisors, supporting several growth funds. He holds a B.S. degree in Economics from the University of Tennessee and an M.B.A. from Wayne State University. Mr. Cummisford, in his capacity as co-manager of the M&I Custom Quantitative Solutions Group, also has provided analytical support to the Fund since 2004. Prior to joining the Adviser, he held positions with Old Kent/Fifth Third, Ibbotson Associates and First Chicago. He is a Chartered Financial Analyst and a member of the CFA Institute and the CFA Society of Milwaukee, Inc. He holds B.A. degrees in Economics and Behavioral Sciences from Lake Forest College.
The MID-CAP VALUE FUND is managed by Matthew B. Fahey. Mr. Fahey, a Vice President and a Portfolio Manager of the Adviser since 1988, joined the Adviser in October 1984. He earned a B.A. degree in Business Administration from the University of Wisconsin-Milwaukee and holds an M.B.A. degree from Marquette University.
The MID-CAP GROWTH FUND and the SMALL-CAP GROWTH FUND are co-managed by Kenneth S. Salmon and Patrick M. Gundlach, who have equal investment decision-making responsibilities with respect to the Funds. Mr. Salmon is a Vice President and a Portfolio Manager of the Adviser. Prior to joining the Adviser in 2000, Mr. Salmon was a senior analyst focused on growth companies at Tucker Anthony Sutro and C.L. King & Associates. Mr. Salmon graduated cum laude with a B.A. in Economics from State University of New York in Potsdam, New York. Mr. Gundlach is a Portfolio Manager and a Vice President of the Adviser. He has been a Senior Analyst for both strategies since 2004. Previously, he was a research analyst for the Nicholas Company, where he focused on small and mid-cap equities. He holds a BBA degree and MS degree in Finance from the University of Wisconsin-Madison, where, as a student in the University of Wisconsins Applied Securities Analysis Program, he served as portfolio manager, equity analyst and accountant for the Badgerfund, a small-cap domestic equity fund. He is a member of the CFA Institute and the CFA Society of Milwaukee, Inc.
The INTERNATIONAL STOCK FUND is managed by two sub-advisers, Trilogy and Acadian.
William Sterling, Robert Beckwitt and Gregory J. Gigliotti co-manage the portion of the INTERNATIONAL STOCK FUNDs assets managed by Trilogy. Mr. Sterling is the lead member but all members of the team share investment decision- making responsibilities with respect to the Fund. Mr. Sterling is Chief Investment Officer and Senior Portfolio Manager at Trilogy. He was a founding partner, Chairman and Chief Investment Officer of Trilogy Advisors LLC since 1999, prior to the merger of Trilogy Advisors and BPI Global Asset Management LLC in 2005. Previously, Mr. Sterling was an Executive Director and Global Head of Equities at Credit Suisse Asset Management, Managing Director of International Equities at BEA Associates, and First Vice President at Merrill Lynch, first as Head of Economic Research in Tokyo and later as Head of International Economic Research. Mr. Sterling received a B.A. degree in Economics from Carleton College and M.A. and Ph.D. degrees in Economics from Harvard University. Mr. Beckwitt is Managing Director and Senior Portfolio Manager at Trilogy. Prior to joining Trilogy in
MARSHALL FUNDS, INC. INFORMATION | 35 |
Marshall Funds, Inc. Information (cont.)
2001, Mr. Beckwitt was with Goldman Sachs Asset Management, where he was a Managing Director and served as a Portfolio Manager and Co-Head of International Equities and Emerging Markets. Previously, Mr. Beckwitt was a Portfolio Manager at Fidelity Investments. He has a B.A. in Economics from Princeton and a M.S. in Finance from Sloan School at Massachusetts Institute of Technology. Mr. Gigliotti is Managing Director and Senior Portfolio Manager at Trilogy. Prior to joining Trilogy in 2002, Mr. Gigliotti was a Managing Director of Iridian Asset Management. Previously, Mr. Gigliotti was a Vice President and Senior Portfolio Manager at Goldman Sachs Asset Management and was a Vice President and Senior Analyst at Franklin Mutual Advisors (formerly the Mutual Series Funds). He has a B.A. in Economics and International Relations from Connecticut College.
Brian K. Wolahan and Charles H. Wang serve as co-portfolio managers for the portion of the INTERNATIONAL STOCK FUNDs assets managed by Acadian. Mr. Wolahan and Mr. Wang have equal investment decision-making responsibilities with respect to the Fund and are supported by a team of investment professionals. Mr. Wolahan is Co-Director of Research and a Senior Portfolio Manager at Acadian. He received his undergraduate degree from Lehigh University and an M.S. degree in Management from MIT. Before joining Acadian in 1990, he worked in the Systems Planning Group at Bank of New England and as a Senior Systems Analyst at Mars Incorporated. He is a Chartered Financial Analyst. Mr. Wang is a Senior Portfolio Manager and Co-Director of Research at Acadian. Prior to joining Acadian in 2000, he worked as a Senior Quantitative Equity Analyst for a number of investment firms, including Putnam Investments. Mr. Wang has a Ph.D. from Yales School of Management, a B.S. in mathematics from Beijing University and an M.S. from the University of Massachusetts.
The GOVERNMENT INCOME FUND, the SHORT-INTERMEDIATE BOND FUND and the AGGREGATE BOND FUND are managed by Jason D. Weiner. Mr. Weiner, a Vice President and a Portfolio Manager of the Adviser, joined the Adviser in 1993. Since 1998, he has also been managing short-term and intermediate advisory portfolios for institutional clients. Mr. Weiner, who is a Chartered Financial Analyst, received his B.S. degree in Finance and International Business from Marquette University.
The PRIME MONEY MARKET FUND, the GOVERNMENT MONEY MARKET FUND and the SHORT-TERM INCOME FUND are managed by Richard M. Rokus, a Vice President and a Portfolio Manager of the Adviser. Mr. Rokus has managed the PRIME MONEY MARKET FUND since January 1, 1994, the SHORT-TERM INCOME FUND since November 2001 and the GOVERNMENT MONEY MARKET FUND since May 2004, and has been employed by the Adviser since January 1993. Mr. Rokus is a Chartered Financial Analyst and holds a B.B.A. degree in Finance from the University of Wisconsin-Whitewater.
The TAX-FREE MONEY MARKET FUND is managed by Craig J. Mauermann. Mr. Mauermann has been a Vice President and a Portfolio Manager of the Adviser since 2004. Prior to joining the Adviser, he was a municipal bond analyst and trader for three municipal money market funds at Strong Capital Management, Inc. Mr. Mauermann holds an M.B.A. degree and a B.A. degree from Marquette University.
The Funds SAI provides additional information about certain portfolio managers, including other accounts they manage, their ownership of Fund shares and their compensation.
Advisory Fees. The Adviser is entitled to receive from each Fund an investment advisory fee equal to a percentage of each Funds average daily net assets (ADNA) at the following annual rates, subject to reduction at breakpoints for certain Funds described below:
Fund | Advisory Fee | ||
Large-Cap Value Fund | 0.75 | % | |
Large-Cap Growth Fund | 0.75 | ||
Mid-Cap Value Fund | 0.75 | ||
Mid-Cap Growth Fund | 0.75 | ||
Small-Cap Growth Fund | 1.00 | ||
International Stock Fund | 1.00 | ||
Aggregate Bond Fund | 0.40 | ||
Government Income Fund | 0.40 | ||
Short-Intermediate Bond Fund | 0.40 | ||
Short-Term Income Fund | 0.20 | ||
Prime Money Market Fund | 0.15 | ||
Government Money Market Fund | 0.20 | ||
Tax-Free Money Market Fund | 0.20 |
36 | MARSHALL FUNDS, INC. INFORMATION |
Marshall Funds, Inc. Information (cont.)
Effective November 1, 2007, the Funds and the Adviser implemented an advisory fee reduction schedule for the investment advisory fees charged to the Funds (excluding the SMALL CAP GROWTH FUND and the MONEY MARKET FUNDS). The new schedule for each Fund is as follows:
Funds 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 | ||||||||
Mid-Cap Value Fund | 0.75 | 0.74 | 0.70 | 0.65 | ||||||||
Mid-Cap Growth Fund | 0.75 | 0.74 | 0.70 | 0.65 | ||||||||
International Stock Fund | 1.00 | 0.99 | 0.95 | 0.90 | ||||||||
Aggregate Bond Fund | 0.40 | 0.39 | 0.30 | 0.25 | ||||||||
Government Income Fund | 0.40 | 0.39 | 0.30 | 0.25 | ||||||||
Short-Intermediate Bond Fund | 0.40 | 0.39 | 0.30 | 0.25 | ||||||||
Short-Term Income Fund | 0.20 | 0.19 | 0.10 | 0.10 |
The Adviser has the discretion to voluntarily waive a portion of its fee. However, any waivers by the Adviser are voluntary and may be terminated at any time in the Advisers sole discretion.
The Funds August 31, 2007 Annual Report contains a discussion regarding the Boards basis for approving the investment advisory contract and subadvisory contracts on behalf of the Funds.
Affiliate Services and Fees. M&I Trust, an affiliate of the Adviser, provides services to the Funds as custodian of the assets (except for the INTERNATIONAL STOCK FUND), shareholder services agent, securities lending agent, sub-transfer agent and administrator directly and through its division, MIS. For each domestic Fund, the custody fees are calculated at the annual rate of 0.02% on the first $250 million of ADNA plus 0.01% of assets exceeding $250 million. M&I Trust is entitled to receive shareholder services fees from each Fund at the annual rate of 0.25% of the Funds ADNA. M&I Trust has the discretion to waive a portion of its fees. However, any fee waivers are voluntary and may be terminated at any time in its sole discretion. As compensation for its services as securities lending agent, M&I Trust receives a portion of each Funds revenues from securities lending activities.
M&I Trust is the administrator of the Funds and UMB Fund Services, Inc. (UMB) is the sub-administrator.
Effective November 1, 2007, M&I Trust, as administrator, is entitled to receive fees from each of the EQUITY FUNDS and the INCOME FUNDS at the following annual rates as a percentage of the Funds ADNA:
Fee | Funds ADNA | |
0.0925% | on the first $250 million | |
0.0850% | on the next $250 million | |
0.0800% | on the next $200 million | |
0.0400% | on the next $100 million | |
0.0200% | on the next $200 million | |
0.0100% | on ADNA in excess of $1.0 billion |
M&I Trust, as administrator, is entitled to receive fees from the MONEY MARKET FUNDS at the following annual rates based on the aggregate ADNA of the MONEY MARKET FUNDS combined:
Fee | Combined ADNA | |
0.100% | on the first $250 million | |
0.095% | on the next $250 million | |
0.080% | on the next $250 million | |
0.060% | on the next $250 million | |
0.040% | on the next $500 million | |
0.020% | on ADNA in excess of $1.5 billion |
All fees of the sub-administrator are paid by M&I Trust.
M&I Trust receives from each Fund an annual per-account fee, which differs among the Funds, for sub-transfer agency services to trust and institutional accounts maintained on its trust accounting system.
Payments to Financial Intermediaries. From time to time, the Adviser, M&I Trust, M&I Brokerage Services, the distributor or their affiliates may enter into arrangements with brokers or other financial intermediaries pursuant to which such parties agree to perform record-keeping, administrative or other services on behalf of their clients who are Fund shareholders. Pursuant to these arrangements, the Adviser, M&I Trust, M&I Brokerage Services, the distributor or their affiliates may make payments to brokers or other financial intermediaries from their own resources and/or the Funds shareholder servicing plan, if applicable, for services provided to clients who hold Fund shares. In addition, the Adviser or an affiliate may make payments to a financial
MARSHALL FUNDS, INC. INFORMATION | 37 |
Marshall Funds, Inc. Information (cont.)
intermediary, based on the value of Fund shares held through the intermediary, to compensate it for introducing new shareholders to the Funds and for other distribution and marketing services. The receipt of (or prospect of receiving) such compensation may provide the intermediary and its salespersons with an incentive to favor sales of Fund shares, or certain classes of those shares, over other investment alternatives. You may wish to consider whether such arrangements exist when evaluating recommendations from an intermediary.
Distributor. Grand Distribution Services, LLC (Grand), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc., acts as principal distributor of the Funds shares. All fees of the distributor are paid by M&I Trust. Grand and UMB are affiliated entities.
38 |
MARSHALL FUNDS, INC. INFORMATION |
Historical Performance of Acadian for Similar Accounts
The following table shows the historical composite performance data for all of Acadians advisory accounts that have investment objectives, policies, strategies and risks substantially similar to those of the INTERNATIONAL STOCK FUND, known as the Acadian Non-U.S. All-Cap Equity Strategy Composite (the Composite).
The Composite is not subject to the same types of expenses as the INTERNATIONAL STOCK FUND and its member accounts may be subject to different diversification requirements, specific tax restrictions and investment limitations imposed by the Internal Revenue Code of 1986, as amended, foreign tax laws and/or the 1940 Act than those imposed on the INTERNATIONAL STOCK FUND. The data is provided to illustrate the past performance of Acadian in managing a substantially similar portfolio as measured against a specific benchmark and does not represent the performance of the INTERNATIONAL STOCK FUND. This performance data should not be considered an indication of the future performance of the INTERNATIONAL STOCK FUND or Acadian.
Acadian has prepared and presented all returns included herein in compliance with the Global Investment Performance Standards (GIPS ® ).
Monthly returns are linked geometrically to arrive at the annual total return.
The Composite returns reflect the deduction of all costs and expenses and include the reinvestment of all income. The performance was calculated using the highest management fee as described in Part II of Acadians Form ADV. Both the Composite and the EAFE Index total returns reflect deduction of estimated foreign withholding taxes on dividends, interest, and capital gains. The GIPS ® standards for calculation of total return differ from the standards required by the SEC for calculation of average annual total return.
The Composite expenses are lower than the expenses of the Institutional Class shares of the INTERNATIONAL STOCK FUND. Accordingly, if the Funds Institutional Class shares expenses had been deducted from the Composites returns, the returns would have been lower than those shown.
Periods Ended
8/31/07 |
Acadian Non-U.S.
All-Cap Equity Strategy Composite Total Return |
EAFE
Index (1) |
||||
1 Year | 24.2 | % | 18.7 | % | ||
5 Years | 28.0 | % | 19.5 | % | ||
10 Years | 12.7 | % | 8.0 | % | ||
Since Inception (2) | 9.1 | % | 6.7 | % |
(1) The EAFE Index is a market capitalization-weighted equity index of international stocks comprising 21 of the 50 countries in the Morgan Stanley Capital International universe and representing the developed world outside of North America.
(2) The Composite commenced operations on April 1, 1988.
HISTORICAL PERFORMANCE OF ACADIAN FOR SIMILAR ACCOUNTS | 39 |
|
The Financial Highlights will help you understand the financial performance of each Funds Institutional Class shares for the last five fiscal years or since inception. Some of the information is presented on a per share basis. Total returns represent the rate an investor would have earned (or lost) on an investment in a Fund, assuming reinvestment of any dividends and capital gains distributions. Because the Institutional Class shares of LARGE-CAP VALUE FUND, LARGE-CAP GROWTH FUND, MID-CAP VALUE FUND, MID-CAP GROWTH FUND, and SMALL-CAP GROWTH FUND have not previously been offered to shareholders as of the date of this prospectus, similar information does not exist for them. The total returns of those Funds in the table below represent the rate an investor would have earned (or lost) on an investment in each Funds Investor Class shares, assuming reinvestment of any distributions.
The information for the fiscal years ended August 31, 2007 and August 31, 2006 was audited by PricewaterhouseCoopers LLP, the Funds independent registered public accounting firm, whose report, along with the Funds financial statements and notes thereto, is included in the Funds Annual Report dated August 31, 2007, which is available free of charge from the Funds. The information for the prior years was audited by a different firm.
Period Ended August 31, |
Net Asset
Value, Beginning of Period |
Net
Investment Income (Loss)(4) |
Net Realized and
Unrealized Gain (Loss) on Investments, Options, Futures Contracts and Foreign Currency(4) |
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 |
||||||||||||||||||||||||||||||||||||
Net
Expenses |
Expense
Waiver(2) |
Net Investment
Income (Loss)(2) |
||||||||||||||||||||||||||||||||||||||||||||||
Large-Cap Value Fund | ||||||||||||||||||||||||||||||||||||||||||||||||
2003(3) | $ | 12.12 | $ | 0.24 | $ | 0.42 | $ | 0.66 | $ | (0.20 | ) | $ | | $ | (0.20 | ) | $ | 12.58 | 5.56 | % | 1.23 | % | | % | 2.04 | % | $ | 343,475 | 62 | % | ||||||||||||||||||
2004(3) | 12.58 | 0.30 | 1.62 | 1.92 | (0.30 | ) | | (0.30 | ) | 14.20 | 15.39 | 1.22 | | 2.27 | 358,354 | 103 | ||||||||||||||||||||||||||||||||
2005(3) | 14.20 | 0.33 | 1.00 | 1.33 | (0.35 | ) | (0.72 | ) | (1.07 | ) | 14.46 | 9.77 | 1.22 | | 2.30 | 328,848 | 103 | |||||||||||||||||||||||||||||||
2006(3) | 14.46 | 0.20 | 1.36 | 1.56 | (0.20 | ) | (1.88 | ) | (2.08 | ) | 13.94 | 11.99 | 1.23 | 0.01 | 1.47 | 319,834 | 121 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Large-Cap Growth Fund | ||||||||||||||||||||||||||||||||||||||||||||||||
2003(3) | 10.59 | 0.04 | 0.71 | 0.75 | (0.02 | ) | | (0.02 | ) | 11.32 | 7.11 | 1.28 | | 0.38 | 254,286 | 73 | ||||||||||||||||||||||||||||||||
2004(3) | 11.32 | 0.02 | 0.78 | 0.80 | (0.02 | ) | | (0.02 | ) | 12.10 | 7.08 | 1.25 | | 0.20 | 257,684 | 129 | ||||||||||||||||||||||||||||||||
2005(3) | 12.10 | 0.09 | 1.54 | 1.63 | (0.09 | ) | | (0.09 | ) | 13.64 | 13.51 | 1.26 | | 0.63 | 237,294 | 146 | ||||||||||||||||||||||||||||||||
2006(3) | 13.64 | 0.00 | 0.40 | 0.40 | (0.01 | ) | (1.87 | ) | (1.88 | ) | 12.16 | 2.86 | 1.27 | 0.01 | 0.00 | 218,109 | 134 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Mid-Cap Value Fund | ||||||||||||||||||||||||||||||||||||||||||||||||
2003(3) | 10.65 | 0.01 | 1.86 | 1.87 | (0.01 | ) | | (0.01 | ) | 12.51 | 17.63 | 1.27 | | 0.13 | 267,309 | 39 | ||||||||||||||||||||||||||||||||
2004(3) | 12.51 | 0.05 | 2.14 | 2.19 | (0.01 | ) | (0.45 | ) | (0.46 | ) | 14.24 | 17.76 | 1.22 | | 0.44 | 463,104 | 33 | |||||||||||||||||||||||||||||||
2005(3) | 14.24 | 0.03 | 2.61 | 2.64 | (0.06 | ) | (0.96 | ) | (1.02 | ) | 15.86 | 19.16 | 1.20 | | 0.25 | 637,293 | 37 | |||||||||||||||||||||||||||||||
2006(3) | 15.86 | 0.07 | 0.70 | 0.77 | (0.05 | ) | (1.50 | ) | (1.55 | ) | 15.08 | 5.12 | 1.19 | 0.01 | 0.47 | 595,968 | 63 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Mid-Cap Growth Fund | ||||||||||||||||||||||||||||||||||||||||||||||||
2003(3) | 9.31 | (0.08 | ) | 2.34 | 2.26 | | | | 11.57 | 24.27 | 1.28 | | (0.78 | ) | 236,981 | 121 | ||||||||||||||||||||||||||||||||
2004(3) | 11.57 | (0.10 | ) | (0.32 | ) | (0.42 | ) | | | | 11.15 | (3.63 | ) | 1.24 | | (0.85 | ) | 184,632 | 240 | |||||||||||||||||||||||||||||
2005(3) | 11.15 | (0.10 | ) | 2.60 | 2.50 | | | | 13.65 | 22.42 | 1.29 | 0.01 | (0.72 | ) | 172,137 | 188 | ||||||||||||||||||||||||||||||||
2006(3) | 13.65 | (0.09 | ) | 0.87 | 0.78 | | | | 14.43 | 5.71 | 1.30 | 0.01 | (0.64 | ) | 175,529 | 134 | ||||||||||||||||||||||||||||||||
2007(3) | 14.43 | (0.10 | ) | 3.13 | 3.03 | | | | 17.46 | 21.00 | 1.27 | 0.01 | (0.61 | ) | 222,095 | 169 |
40 | FINANCIAL HIGHLIGHTS |
Period Ended
August 31, |
Net Asset
Value, Beginning of Period |
Net
Investment Income (Loss)(4) |
Net Realized and
Unrealized Gain (Loss) on Investments, Options, Futures Contracts and Foreign Currency(4) |
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 |
|||||||||||||||||||||||||||||||||||
Net
Expenses |
Expense
Waiver(2) |
Net Investment
Income (Loss)(2) |
|||||||||||||||||||||||||||||||||||||||||||||
Small-Cap Growth Fund | |||||||||||||||||||||||||||||||||||||||||||||||
2003(3) | $ | 8.75 | $ | (0.07 | ) | $ | 3.15 | $ | 3.08 | $ | | `$ | | $ | | $ | 11.83 | 35.20 | % | 1.72 | % | | % | (0.82 | )% | $ | 90,126 | 248 | % | ||||||||||||||||||
2004(3) | 11.83 | (0.17 | ) | 0.94 | 0.77 | | | | 12.60 | 6.51 | 1.58 | | (1.28 | ) | 129,875 | 267 | |||||||||||||||||||||||||||||||
2005(3) | 12.60 | (0.18 | ) | 3.60 | 3.42 | | | | 16.02 | 27.14 | 1.55 | 0.01 | (1.21 | ) | 155,327 | 195 | |||||||||||||||||||||||||||||||
2006(3) | 16.02 | (0.14 | ) | 1.93 | 1.79 | | (1.37 | ) | (1.37 | ) | 16.44 | 11.37 | 1.54 | | (0.93 | ) | 193,170 | 148 | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
International Stock Fund | |||||||||||||||||||||||||||||||||||||||||||||||
2003(3) | 9.37 | 0.08 | 0.66 | 0.74 | | | | 10.11 | 7.90 | 1.29 | 0.02 | 0.90 | 116,761 | 171 | |||||||||||||||||||||||||||||||||
2004(3) | 10.11 | 0.04 | 1.02 | 1.06 | (0.06 | ) | | (0.06 | ) | 11.11 | 10.52 | 1.25 | 0.02 | 0.36 | 242,089 | 137 | |||||||||||||||||||||||||||||||
2005(3) | 11.11 | 0.16 | 2.32 | 2.48 | (0.07 | ) | | (0.07 | ) | 13.52 | 22.38 | 1.23 | 0.02 | 0.95 | 168,128 | 150 | |||||||||||||||||||||||||||||||
2006(3) | 13.52 | 0.17 | 3.07 | 3.24 | (0.15 | ) | | (0.15 | ) | 16.61 | 24.14 | 1.24 | 0.02 | 1.00 | 188,715 | 146 | |||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
Aggregate Bond Fund | |||||||||||||||||||||||||||||||||||||||||||||||
2007(3)(9) | 10.00 | 0.12 | 0.10 | 0.22 | (0.12 | ) | | (0.12 | ) | 10.10 | 2.18 | (7) | 0.55 | (5) | 0.14 | (5) | 4.63 | (5) | 143,657 | 129 | (7) | ||||||||||||||||||||||||||
Government Income Fund | |||||||||||||||||||||||||||||||||||||||||||||||
2007(3)(9) | 9.41 | 0.11 | 0.03 | 0.14 | (0.11 | ) | | (0.11 | ) | 9.44 | 1.54 | (7) | 0.55 | (5) | 0.13 | (5) | 4.87 | (5) | 141,305 | 686 | (7) | ||||||||||||||||||||||||||
Short-Intermediate Bond Fund * | |||||||||||||||||||||||||||||||||||||||||||||||
2007(3)(9) | 9.17 | 0.11 | (0.01 | ) | 0.10 | (0.11 | ) | | (0.11 | ) | 9.16 | 1.12 | (7) | 0.55 | (5) | 0.08 | (5) | 4.90 | (5) | 181,534 | 421 | (7) | |||||||||||||||||||||||||
Short-Term Income Fund | |||||||||||||||||||||||||||||||||||||||||||||||
2007(3)(9) | 9.02 | 0.11 | | 0.11 | (0.11 | ) | | (0.11 | ) | 9.02 | 1.20 | (7) | 0.35 | (5) | 0.23 | (5) | 4.65 | (5) | 41,186 | 52 | (7) | ||||||||||||||||||||||||||
Prime Money Market Fund | |||||||||||||||||||||||||||||||||||||||||||||||
2003 | 1.00 | 0.01 | | 0.01 | (0.01 | ) | | (0.01 | ) | 1.00 | 1.30 | 0.20 | 0.03 | 1.26 | 1,302,242 | | |||||||||||||||||||||||||||||||
2004 | 1.00 | 0.01 | | 0.01 | (0.01 | ) | | (0.01 | ) | 1.00 | 1.01 | 0.20 | 0.04 | 1.01 | 1,532,640 | | |||||||||||||||||||||||||||||||
2005 | 1.00 | 0.02 | | 0.02 | (0.02 | ) | | (0.02 | ) | 1.00 | 2.47 | 0.20 | 0.04 | 2.45 | 1,550,128 | | |||||||||||||||||||||||||||||||
2006 | 1.00 | 0.04 | | 0.04 | (0.04 | ) | | (0.04 | ) | 1.00 | 4.51 | 0.20 | 0.04 | 4.44 | 1,653,556 | | |||||||||||||||||||||||||||||||
2007 | 1.00 | 0.05 | | 0.05 | (0.05 | ) | | (0.05 | ) | 1.00 | 5.33 | 0.20 | 0.02 | 5.20 | 2,080,429 | |
FINANCIAL HIGHLIGHTS | 41 |
Period Ended
August 31, |
Net Asset
Value, Beginning of Period |
Net
Investment Income (Loss)(4) |
Net Realized and
Unrealized Gain (Loss) on Investments, Options, Futures Contracts and Foreign Currency(4) |
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 |
||||||||||||||||||||||||||||||||
Net
Expenses |
Expense
Waiver(2) |
Net Investment
Income (Loss)(2) |
||||||||||||||||||||||||||||||||||||||||||
Government Money Market Fund | ||||||||||||||||||||||||||||||||||||||||||||
2004(6) | $ | 1.00 | $ | | $ | | $ | | $ | | $ | | $ | | $ | 1.00 | 0.28 | %(7) | 0.20 | %(5) | 0.17 | %(5) | 1.18 | %(5) | $ | 64,212 | | % | ||||||||||||||||
2005 | 1.00 | 0.02 | | 0.02 | (0.02 | ) | | (0.02 | ) | 1.00 | 2.37 | 0.20 | 0.18 | 2.34 | 37,372 | | ||||||||||||||||||||||||||||
2006 | 1.00 | 0.04 | | 0.04 | (0.04 | ) | | (0.04 | ) | 1.00 | 4.42 | 0.20 | 0.17 | 4.34 | 65,616 | | ||||||||||||||||||||||||||||
2007 | 1.00 | 0.05 | | 0.05 | (0.05 | ) | | (0.05 | ) | 1.00 | 5.25 | 0.20 | 0.13 | 5.13 | 136,910 | | ||||||||||||||||||||||||||||
Tax-Free Money Market Fund | ||||||||||||||||||||||||||||||||||||||||||||
2005(8) | 1.00 | | | | | | | 1.00 | 0.39 | (7) | 0.20 | (5) | 0.06 | (5) | 0.78 | (5) | 24,211 | | ||||||||||||||||||||||||||
2006 | 1.00 | 0.03 | | 0.03 | (0.03 | ) | | (0.03 | ) | 1.00 | 3.09 | 0.20 | 0.13 | 3.10 | 116,409 | | ||||||||||||||||||||||||||||
2007 | 1.00 | 0.04 | | 0.04 | (0.04 | ) | | (0.04 | ) | 1.00 | 3.59 | 0.20 | 0.13 | 3.53 | 243,842 | |
| The performance of Institutional Class shares of the Fund will be different from the performance of Investor Class shares because the expenses allocated to the classes will be different. |
* | Effective June 1, 2007, the MARSHALL INTERMEDIATE BOND FUND changed its name to the MARSHALL SHORT-INTERMEDIATE BOND FUND. |
(1) | Based on net asset value. |
(2) | This voluntary expense decrease is reflected in both the expense and net investment income (loss) ratios. |
(3) | Redemption fees consisted of the following per share amounts: |
Per Share Amount | |||||||||||||||
Fund | 2003 | 2004 | 2005 | 2006 | 2007 | ||||||||||
International Stock Fund |
$ | 0.01 | $ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.00 |
Funds not shown had redemption fees of less than $0.01.
(4) | Per share information is based on average shares outstanding. |
(5) | Annualized for the fiscal year. |
(6) | Reflects operations for the period from May 28, 2004 (start of performance) to August 31, 2004. |
(7) | Not annualized for the fiscal year. |
(8) | Reflects operations for the period from June 29, 2005 (start of performance) to August 31, 2005. |
(9) | Reflects operations for the period from June 1, 2007 (start of performance) to August 31, 2007. |
42 | FINANCIAL HIGHLIGHTS |
Notes
43 |
Marshall Funds, Inc.
Privacy Policy Notice
Federal regulations require financial institutions to deliver a summary of their privacy policies to their customers. We were committed to maintaining the confidentiality of your personal information long before these regulations required us to do so, and intend to do the same in the future. Allow us to summarize for you, in clear, plain-English terms, our policies regarding how we obtain, handle, use and protect your personal information.
INFORMATION COLLECTION POLICY. We receive non-public personal information about you during the normal course of business from the following sources:
|
From you, or from your financial representative, on account applications, other forms or electronically (for example, your name, address, phone number, e-mail address, social security number, assets and income). |
|
From you, or from your financial representative, through transactions, correspondence and other communications (for example, your specific investment purchases and your account balances). |
|
From you in connection with providing you a financial product or service (for example, your bank account numbers used for transferring funds to or from the Marshall Funds). |
INFORMATION SHARING POLICY. Under no circumstances, do we rent, sell or trade your personal information to anyone nor do we disclose it to anyone except as permitted or required by law. We may disclose your non-public personal information to companies that provide services to the Marshall Funds such as transfer agents, printers and mailing agents that deliver annual reports, prospectuses and other required shareholder communications. All of the information we collect may be shared with our affiliates (such as Marshall & Ilsley Trust Company, M&I Brokerage Services, Inc. and their affiliates). We also may share this information with financial institutions, such as the bank, broker-dealer or other financial intermediary through whom you purchased your shares of the Marshall Funds, for the limited purpose of jointly offering, endorsing or sponsoring a financial product or service or with other financial institutions with whom we have joint marketing agreements.
If you decide to close your account(s), we will continue to adhere to the privacy policies and practices described in this notice.
INFORMATION SECURITY POLICY. We maintain physical, electronic and procedural safeguards consistent with industry standards to protect the confidentiality, integrity and security of your non-public personal information. We permit access to your personal information only by authorized personnel who need that information to provide products or services to you. On our web site, we use a full range of Internet security measures such as data encryption, user names and passwords. Please note, however, that when you use a link from our website to a non-Marshall Funds site, the Marshall Funds privacy policies and Internet security measures no longer apply.
We require third parties to protect the security and confidentiality of your non-public personal information. These requirements are reflected in written agreements between the Marshall Funds and third party service providers. Except as required by law, under no circumstances do we permit third parties to rent, sell, trade or otherwise release or disclose your personal information to any other party.
CHANGES TO OUR PRIVACY POLICY. The Marshall Funds reserve the right to modify or remove parts of this privacy statement at any time. Notice will be provided to you in advance of any changes that would affect your rights under this policy statement.
ADDITIONAL RIGHTS. You may have other privacy protections under applicable state laws. To the extent those state laws apply, we will comply with them with respect to your non-public personal information.
* * * * * * * * * * *
For questions about our privacy policy, please contact us at 1-800-236-FUND (3863) or visit our website at http://www.marshallfunds.com.
Not Part of the Prospectus |
The SAI is incorporated by reference into this Prospectus. Additional information about the Funds investments is contained in the SAI and the Annual and Semi-Annual Reports of the Funds as they become available. The Annual Reports investment commentaries discuss market conditions and investment strategies that significantly affected each Funds performance during its last fiscal year.
To obtain the SAI, Annual Report, Semi-Annual Report, and other information, free of charge, and to make inquiries, write to or call MIS at 1-414-287-8555 or at 1-800-236-FUND (3863). You may also obtain these materials free of charge on the Marshall Funds Internet site at http://www.marshallfunds.com.
You may write to the SEC Public Reference Room at the regular mailing address or the e-mail address below and ask them
to mail you information about the Funds, including the SAI. They will charge you a fee for this duplicating service. You can also visit the SEC Public Reference Room and review and copy documents while you are there. For more information about the operation of the Public Reference Room, call the SEC at the telephone number below.
Public Reference Section
Securities and Exchange Commission
Washington, D.C. 20549-0102
publicinfo@sec.gov
1-202-942-8090
Reports and other information about the Funds are also available on the EDGAR Database on the SECs Internet site at http://www.sec.gov.
Marshall Investor Services
P.O. Box 1348
Milwaukee, WI 53201-1348
1-414-287-8555
1-800-236-FUND (3863)
TDD: Speech and Hearing Impaired Services
1-800-209-3520
Internet address: http://www.marshallfunds.com
Not FDIC Insured | No Bank Guarantee | May Lose Value |
Grand Distribution Services, LLC Distributor |
Investment Company Act File No. 811-58433 |
Marshall Funds, Inc.
Statement of Additional Information
January 31, 2008
Table of Contents
Page | ||
1 | ||
2 | ||
4 | ||
23 | ||
24 | ||
28 | ||
30 | ||
30 | ||
32 | ||
34 | ||
43 | ||
45 | ||
71 | ||
71 | ||
A-1 | ||
Back Cover |
Marshall Funds, Inc. (Corporation) is an open-end, management investment company that was established as a Wisconsin corporation on July 31, 1992.
The Funds are diversified portfolios of the Corporation. The Corporation may offer separate series of shares representing interests in separate portfolios of securities, and the shares in any one portfolio may be offered in separate classes. Currently, the Corporation consists of fourteen separate series, all of which are discussed in this SAI.
The Board of Directors of the Corporation (Board) has established certain classes of shares with respect to each Fund as follows:
Fund |
Advisor Class
Shares (Class A) |
Investor Class
Shares (Class Y) |
Institutional Class
Shares (Class I) |
|||
Large-Cap Value Fund |
ü | ü | ü | |||
Large-Cap Growth Fund |
ü | ü | ü | |||
Mid-Cap Value Fund |
ü | ü | ü | |||
Mid-Cap Growth Fund |
ü | ü | ü | |||
Small-Cap Growth Fund |
ü | ü | ü | |||
International Stock Fund |
ü | ü | ü | |||
Aggregate Bond Fund |
ü | ü | ü | |||
Government Income Fund |
ü | ü | ü | |||
Short-Intermediate Bond Fund |
ü | ü | ü | |||
Intermediate Tax-Free Fund |
ü | |||||
Short-Term Income Fund |
ü | ü | ü | |||
Prime Money Market Fund |
ü | ü | ü | |||
Government Money Market Fund |
ü | ü | ||||
Tax-Free Money Market Fund |
ü | ü |
* | Effective June 1, 2007, the Marshall Intermediate Bond Fund changed its name to the Marshall Short-Intermediate Bond Fund. |
The Funds investment adviser is M&I Investment Management Corp. (Adviser). The International Stock Fund s sub-advisers are Trilogy Global Advisors, LLC, formerly BPI Global Asset Management LLC (Trilogy), and Acadian Asset Management, LLC (Acadian) (each, a Sub-Adviser and collectively, Sub-Advisers). This SAI contains additional information about the Corporation and the Funds. This SAI uses the same terms as defined in the Funds respective Prospectuses.
B-1
The definitions of the terms series and class in the Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes (WBCL) differ from the meanings assigned to those terms in the Prospectuses and this SAI. The Corporations Articles of Incorporation reconcile this inconsistency in terminology, and provide that the Prospectus and SAI may define these terms consistently with the use of those terms under the WBCL.
SECURITIES IN WHICH THE FUNDS INVEST
Following is a table that indicates which types of securities or practices are a(n):
|
P = Principal investment or practice of a Fund; (shaded in chart) |
|
A = Acceptable (but not principal) investment or practice of a Fund; or |
|
N = Not an acceptable investment or practice of a Fund. |
EQUITY FUNDS
Securities |
Large-Cap
Value |
Large-Cap
Growth |
Mid-Cap
Value |
Mid-Cap
Growth |
Small-Cap
Growth |
International
Stock |
||||||
American Depositary Receipts |
A | A | A | A | A | A | ||||||
Asset-Backed Securities |
A | A | A | A | A | A | ||||||
Bank Instruments |
A | A | A | A | A | A | ||||||
Borrowing |
A | A | A | A | A | A | ||||||
Common Stock |
P | P | P | P | P | P | ||||||
Common Stock of Foreign Companies |
A | A | A | A | A | P | ||||||
Convertible Securities |
A | A | A | A | A | A | ||||||
Debt Obligations |
A | A | A | A | A | A | ||||||
Derivative Instruments |
A | A | A | A | A | A | ||||||
European Depositary Receipts |
N | N | N | N | N | A | ||||||
Fixed Rate Debt Obligations |
A | A | A | A | A | A | ||||||
Floating Rate Debt Obligations |
A | A | A | A | A | A | ||||||
Foreign Currency Hedging Transactions |
N | N | N | N | N | A | ||||||
Foreign Currency Transactions |
N | N | N | N | N | A | ||||||
Foreign Securities |
A | A | A | A | A | P | ||||||
Forward Commitments, When-Issued and Delayed
|
A | A | A | A | A | A | ||||||
Futures and Options Transactions |
A | A | A | A | A | A | ||||||
Global Depositary Receipts |
N | N | N | N | N | A | ||||||
Illiquid and Restricted Securities |
A | A | A | A | A | A | ||||||
Lending of Portfolio Securities |
A | A | A | A | A | A | ||||||
Mortgage-Backed Securities |
A | A | A | A | A | A | ||||||
Preferred Stocks |
A | A | A | A | A | A | ||||||
Prime Commercial Paper |
A | A | A | A | A | A | ||||||
Repurchase Agreements |
A | A | A | A | A | A | ||||||
Reverse Repurchase Agreements |
A | A | A | A | A | A | ||||||
Securities of Other Investment Companies |
A | A | A | A | A | A | ||||||
SWAP Transactions |
A | A | A | A | A | A | ||||||
U.S. Government Securities |
A | A | A | A | A | A | ||||||
Variable Rate Demand Notes |
A | A | A | A | A | A | ||||||
Warrants |
A | A | A | A | A | A |
B-2
INCOME FUNDS AND MONEY MARKET FUNDS
Securities |
Aggregate
Bond |
Govern-
ment Income |
Short-
Interme- diate Bond |
Interme-
diate Tax- Free |
Short-
Term Income |
Prime
Money Market |
Govern-
ment Money Market |
Tax-
Free Money Market |
||||||||
Asset-Backed Securities |
A | P | A | A | P | A | A | A | ||||||||
Bank Instruments |
A | A | A | A | P | P | A | A | ||||||||
Borrowing |
A | A | A | A | A | A | A | A | ||||||||
Callable Securities |
A | A | A | A | A | A | A | P | ||||||||
Credit Enhancements |
A | A | A | P | A | A | A | P | ||||||||
Debt Obligations |
P | P | P | P | P | P | P | P | ||||||||
Demand Master Notes |
A | A | A | N | A | P | A | P | ||||||||
Derivative Instruments |
A | A | A | A | A | N | N | N | ||||||||
Dollar Rolls |
P | P | P | A | A | N | N | N | ||||||||
Fixed Rate Debt Obligations |
P | P | P | P | P | P | P | P | ||||||||
Floating Rate Debt Obligations |
P | P | P | P | P | P | P | P | ||||||||
Foreign Money Market Instruments |
A | A | A | A | A | A | A | A | ||||||||
Foreign Securities |
A | A | A | N | A | N | N | N | ||||||||
Forward Commitments, When-Issued and
|
A | A | A | A | A | A | A | A | ||||||||
Funding Agreements |
A | A | A | A | A | P | A | A | ||||||||
Futures and Options Transactions |
A | A | A | A | A | N | N | N | ||||||||
Guaranteed Investment Contracts |
A | A | A | N | A | A | A | A | ||||||||
Illiquid and Restricted Securities |
A | A | A | A | A | A | A | A | ||||||||
Lending of Portfolio Securities |
A | A | A | A | A | A | A | A | ||||||||
Mortgage-Backed Securities |
P | P | P | A | A | A | A | A | ||||||||
Municipal Leases |
A | A | A | A | A | N | N | A | ||||||||
Municipal Securities |
A | A | A | P | A | A | N | P | ||||||||
Participation Interests |
N | N | N | A | A | A | A | A | ||||||||
Prime Commercial Paper |
A | A | A | A | A | P | A | A | ||||||||
Repurchase Agreements |
P | P | P | A | P | P | P | A | ||||||||
Reverse Repurchase Agreements |
A | A | A | A | A | A | A | A | ||||||||
Securities of Other Investment Companies |
A | A | A | A | A | A | A | A | ||||||||
SWAP Transactions |
A | A | A | A | A | N | N | N | ||||||||
U.S. Government Securities |
A | P | A | A | A | A | P | A | ||||||||
Variable Rate Demand Notes |
A | A | A | A | A | A | A | P | ||||||||
Zero Coupon Securities |
A | A | A | A | A | A | A | A |
B-3
SECURITIES DESCRIPTIONS, TECHNIQUES AND RISKS
The following information supplements the discussion of each Funds securities and investment techniques that are described in the Prospectuses.
As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.
Agency Securities are issued or guaranteed by a federal agency or other government sponsored entity acting under federal authority. Some government entities are supported by the full faith and credit of the United States. Other government entities receive support through federal subsidies, loans or other benefits. A few government entities have no explicit financial support, but are regarded as having implied support because the federal government sponsors their activities. Investors regard agency securities as having low credit risks, but not as low as Treasury securities.
A Fund treats mortgage-backed securities guaranteed by a government sponsored entity as if issued or guaranteed by a federal agency. Although such a guarantee protects against credit risks, it does not reduce the market and prepayment risks.
Asset-Backed Securities are issued by non-governmental entities and carry no direct or indirect government guarantee. Asset-backed securities represent an interest in a pool of assets such as car loans and credit card receivables. Almost any type of fixed income assets (including other fixed income securities) may be used to create an asset-backed security. However, most asset-backed securities involve consumer or commercial debts with maturities of less than ten years. Asset-backed securities may take the form of commercial paper or notes, in addition to pass-through certificates or asset-backed bonds. Asset-backed securities may also resemble some types of collateralized mortgage obligations (CMOs).
Payments on asset-backed securities depend upon assets held by the issuer and collections of the underlying loans. The value of these securities depends on many factors, including changing interest rates, the availability of information about the pool and its structure, the credit quality of the underlying assets, the markets perception of the servicer of the pool and any credit enhancement provided. Also, these securities may be subject to prepayment risk.
The Equity Funds and Income Funds may invest in asset-backed securities rated, at the time of purchase, in the top four rating categories by a nationally recognized statistical rating organization (NRSRO) ( i.e. , securities rated AAA, AA, A or BBB by Standard & Poors Corporation (S&P) and Fitch Ratings (Fitch) and Aaa, Aa, A or Baa by Moodys Investors Service (Moodys)), or if unrated, determined by the Adviser to be of comparable quality. The Money Market Funds will invest only in the short-term tranches, which will generally have a maturity not exceeding 397 days.
Bank Instruments are unsecured interest-bearing deposits with banks. Bank instruments include bank accounts, time deposits, certificates of deposit and bankers acceptances. Instruments denominated in U.S. dollars and issued by non-U.S. branches of U.S. or foreign banks are commonly referred to as Eurodollar instruments. Instruments denominated in U.S. dollars and issued by U.S. branches of foreign banks are referred to as Yankee dollar instruments.
The Funds will invest in bank instruments that have been issued by banks and savings and loans that have capital, surplus and undivided profits of over $100 million or whose principal amount is insured by the Bank Insurance Fund or the Savings Association Insurance Fund, which are administered by the Federal Deposit Insurance Corporation. Securities that are credit-enhanced with a banks irrevocable letter of credit or unconditional guaranty will also be treated as bank instruments.
Foreign Bank and Money Market Instruments. Eurodollar Certificates of Deposit (ECDs), Yankee dollar Certificates of Deposit (YCDs) and Eurodollar Time Deposits (ETDs) are all U.S. dollar denominated certificates of deposit. ECDs are issued by, and ETDs are deposits of, foreign banks or foreign branches of U.S. banks. YCDs are issued in the U.S. by branches and agencies of foreign banks.
B-4
Europaper is dollar-denominated commercial paper and other short-term notes issued in the U.S. by foreign issuers.
ECDs, ETDs, YCDs and Europaper have many of the same risks as other foreign securities. Examples of these risks include economic and political developments that may adversely affect the payment of principal or interest, foreign withholding or other taxes on interest income, difficulties in obtaining or enforcing a judgment against the issuing bank and the possible impact of interruptions in the flow of international currency transactions. Also, the issuing banks or their branches are not necessarily subject to the same regulatory requirements that apply to domestic banks, such as reserve requirements, loan limitations, examinations, accounting, auditing, recordkeeping and the public availability of information. These factors will be carefully considered by the Adviser in selecting these investments.
Borrowing. The Funds may borrow money from banks or through reverse repurchase agreements (as described below) in amounts up to one-third of total assets (net assets in the case of the Money Market Funds, Short-Term Income Fund, Aggregate Bond Fund and Short-Intermediate Bond Fund ), and pledge some assets as collateral. A Fund that borrows will pay interest on borrowed money and may incur other transaction costs. These expenses could exceed the income received or capital appreciation realized by the Fund from any securities purchased with borrowed money. With respect to borrowings, the Funds are required to maintain continuous asset coverage equal to 300% of the amount borrowed. If the coverage declines to less than 300%, a Fund must sell sufficient portfolio securities to reduce its borrowings and restore the coverage even if it must sell the securities at a loss.
The Corporation has established a line of credit with a bank by which a Fund may borrow money for temporary or emergency purposes. The Funds pay a commitment fee to the bank in order for the line of credit to be available.
The International Stock Fund is permitted to borrow money or engage in reverse repurchase agreements for investment leverage, a strategy that involves purchasing securities in amounts that exceed the amount it has invested in the underlying securities. The excess exposure increases the risks associated with the underlying securities and tends to exaggerate the effect of changes in the value of its portfolio securities and consequently on the Funds net asset value (NAV). The Fund may pledge more than 5% of its total assets to secure such borrowings. The International Stock Fund is also permitted to purchase securities while borrowings in excess of 5% of its total assets are outstanding.
Commercial Paper and Restricted and Illiquid Securities. Commercial paper represents an issuers draft or note with a maturity of less than nine months. Companies typically issue commercial paper to fund current expenditures. Most issuers constantly reissue their commercial paper and use the proceeds (or bank loans) to repay maturing paper. Commercial paper may default if the issuer cannot continue to obtain financing in this fashion. The short maturity of commercial paper reduces both the interest rate and credit risk as compared to other debt securities of the same issuer.
The Funds may invest in commercial paper issued under Section 4(2) of the Securities Act of 1933, as amended (1933 Act). By law, the sale of Section 4(2) commercial paper is restricted and is generally sold only to institutional investors, such as the Funds. A Fund purchasing Section 4(2) commercial paper must agree to purchase the paper for investment purposes only and not with a view to public distribution. Section 4(2) commercial paper is normally resold to other institutional investors through investment dealers who make a market in Section 4(2) commercial paper and, thus, provide liquidity.
The Adviser believes that certain Section 4(2) commercial paper and certain other restricted securities that meet the Boards criteria for liquidity are liquid. Therefore, Section 4(2) commercial paper and restricted securities that the Adviser has determined to be liquid are not subject to the Funds investment limitation applicable to illiquid securities.
Concentration Each Fund has adopted a fundamental investment policy that prohibits the Fund from investing 25% or more of its assets in the securities of companies in any one industry (except as described under Investment LimitationsFundamental LimitationsConcentration of Investments). For purposes of this policy, the Adviser determines industry classifications for the Equity Funds in accordance with
B-5
the Global Industry Classification Standards (GICS), an industry classification system developed by Standard & Poors Corporation in collaboration with Morgan Stanley Capital International. GICS categorizes securities in sectors, industry groups, industries and sub-industries.
Convertible Securities are fixed income securities that a Fund has the option to exchange for equity securities at a specified conversion price. The option allows a Fund to realize additional returns if the market price of the equity securities exceeds the conversion price. For example, if a Fund holds fixed income securities convertible into shares of common stock at a conversion price of $10 per share, and the shares have a market value of $12, a Fund could realize an additional $2 per share by converting the fixed income securities.
To compensate for the value of the conversion option, convertible securities have lower yields than comparable fixed income securities. In addition, the conversion price exceeds the market value of the underlying equity securities at the time a convertible security is issued. Thus, convertible securities may provide lower returns than non-convertible fixed income securities or equity securities depending upon changes in the price of the underlying equity securities. However, convertible securities permit a Fund to realize some of the potential appreciation of the underlying equity securities with less risk of losing its initial investment.
A Fund treats convertible securities as both fixed income and equity securities for purposes of its investment policies and limitations, because of their unique characteristics.
Corporate Debt Securities are fixed income securities issued by businesses. Notes, bonds, debentures and commercial paper are the most common types of corporate debt securities. The credit risks of corporate debt securities vary widely among issuers.
Credit Enhancement . Certain acceptable investments may be credit-enhanced by a guaranty, letter of credit or insurance. The Adviser may evaluate a security based, in whole or in part, upon the financial condition of the party providing the credit enhancement (the credit enhancer). The bankruptcy, receivership or default of the credit enhancer will adversely affect the quality and marketability of the underlying security. In certain cases, credit-enhanced securities may be treated as having been issued both by the issuer and the credit enhancer (see Diversification of Investments, below).
Credit Quality. The fixed income securities in which a Fund invests will be rated at least investment grade by an NRSRO. Investment grade securities are those that have received one of an NRSROs four highest ratings. Securities receiving the fourth highest rating (Baa by Moodys or BBB by S&P or Fitch) have speculative characteristics, and changes in the market or the economy are more likely to affect the ability of the issuer to repay its obligations when due. The Adviser will evaluate downgraded securities and will sell any security determined not to be an acceptable investment. The Money Market Funds are subject to Rule 2a-7 under the Investment Company Act of 1940, as amended (1940 Act), and will follow the credit quality requirements of the Rule.
Demand Features. The Funds may purchase securities subject to a demand feature, which may take the form of a put or standby commitment. Demand features permit a Fund to demand payment of the value of the security (plus any accrued interest) from either the issuer of the security or a third-party. Demand features help make a security more liquid, although an adverse change in the financial health of the provider of a demand feature (such as bankruptcy) will negatively affect the liquidity of the security. Other events may also terminate a demand feature, in which case liquidity is also affected.
Demand Master Notes are short-term borrowing arrangements between a corporation or government agency and an institutional lender (such as a Fund) payable upon demand by either party. A party may demand full or partial payment, and the notice period for demand typically ranges from one to seven days. Many master notes give a Fund the option of increasing or decreasing the principal amount of the master note on a daily or weekly basis within certain limits. Demand master notes usually provide for floating or variable rates of interest.
B-6
Depositary Receipts. ADRs are receipts issued by a U.S. bank that represent an interest in shares of a foreign-based corporation. ADRs provide a way to buy shares of foreign-based companies in the U.S. rather than in overseas markets. European Depositary Receipts (EDRs) and Global Depositary Receipts (GDRs) are receipts issued by foreign banks or trust companies, or foreign branches of U.S. banks that represent an interest in shares of either a foreign or U.S. corporation. Depositary receipts may not be denominated in the same currency as the underlying securities into which they may be converted, and are subject to currency risks. Depositary receipts involve many of the same risks of investing directly in foreign securities.
Derivative Instruments. Derivative instruments are financial instruments that require payments based upon changes in the values of designated (or underlying) securities, currencies, commodities, financial indices or other assets. Some derivative instruments (such as futures, forwards and options) require payments relating to a future trade involving the underlying asset. Other derivative instruments (such as swaps) require payments relating to the income or returns from the underlying asset. The other party to a derivative instrument is referred to as a counterparty.
The Money Market Funds may not purchase or sell derivative instruments. The other Funds, in pursuing their individual objectives and to the extent specified herein or in their respective Prospectuses, may purchase and sell (write) both put options and call options on securities, swap agreements, securities indexes and foreign currencies and enter into interest rate, foreign currency and index futures contracts and purchase and sell options on such futures contracts for hedging purposes, to seek to replicate the composition and performance of a particular index, or as part of their overall investment strategies, except that those Funds that may not invest in foreign currency-denominated securities may not enter into transactions involving currency futures or options. The Funds also may purchase and sell foreign currency options for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another. The Funds also may enter into swap agreements with respect to interest rates and indexes of securities, and to the extent a Fund may invest in foreign currency-denominated securities, may enter into swap agreements with respect to foreign currencies. The Funds may invest in structured notes. If other types of financial instruments, including other types of options, futures contracts or futures options, are traded in the future, the Board may authorize their use.
In the case of the Income Funds , financial futures contracts and options can be used as tools in managing duration, which measures a fixed income securitys average life and reflects the present value of the securitys cash flow. Selling futures contracts or purchasing put options can accomplish the shortening of a portfolios duration in anticipation of higher interest rates. Conversely, purchasing futures contracts or call options can accomplish the lengthening of portfolio duration in anticipation of lower interest rates. The use of these instruments in this manner is preferred to either liquidating or purchasing securities held by the Funds in order to achieve the portfolios duration targets because it reduces transaction costs to the Funds. In addition, the use of financial futures contracts and related options permits the Funds portfolio managers to react in a more timely manner to changes in interest rates.
The value of some derivative instruments in which the Funds invest may be particularly sensitive to changes in prevailing interest rates, and, like the other investments of the Funds, the ability of a Fund to successfully utilize these instruments may depend in part upon the ability of the Adviser or Sub-Adviser to forecast interest rates and other economic factors correctly. If the Adviser or Sub-Adviser incorrectly forecasts such factors and has taken positions in derivative instruments contrary to prevailing market trends, a Fund could be exposed to the risk of loss.
The Funds might not employ any of the strategies described below, and no assurance can be given that any strategy used will succeed. If the Adviser or Sub-Adviser incorrectly forecasts interest rates, market values or other economic factors in utilizing a derivatives strategy for a Fund, the Fund might have been in a better position if it had not entered into the transaction at all. Also, suitable derivative transactions may not be available in all circumstances. The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. Although some strategies involving derivative instruments can reduce the risk of loss for a Fund, they can also reduce the opportunity for gain or even
B-7
result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of the Fund to purchase or sell a portfolio security at a time that otherwise would be favorable or to the possible need to sell a portfolio security at a disadvantageous time because the Fund is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments, and the possible inability of the Fund to close out or to liquidate its derivatives positions. In addition, a Funds use of such instruments may cause the Fund to realize higher amounts of short-term capital gains (generally taxed at ordinary income tax rates) than if it had not used such instruments. For Funds that gain exposure to an asset class using derivative instruments backed by a collateral portfolio of fixed income instruments, changes in the value of the fixed income instruments may result in greater or lesser exposure to that asset class than would have resulted from a direct investment in securities comprising that asset class.
Futures Contracts and Options on Futures Contracts. A futures contract is an agreement between two parties to buy and sell a security or commodity for a set price on a future date . These contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security or commodity . An option on a futures contract (futures option) gives the holder of the option the right to buy or sell a position in a futures contract to the writer of the option, at a specified price and on or before a specified expiration date .
A Fund may invest in financial futures contracts and options thereon with respect to, but not limited to, interest rates and security indexes . To the extent that a Fund may invest in foreign currency-denominated securities, it may also invest in foreign currency futures contracts and options thereon .
An interest rate, commodity, foreign currency or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, commodity, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of those securities is made. A public market exists in futures contracts covering a number of indexes as well as financial instruments and foreign currencies, including the S&P 500, the S&P Midcap 400, the Nikkei 225, the NYSE composite, U.S. Treasury bonds, U.S. Treasury notes, the Government National Mortgage Association (GNMA) Certificates, three-month U.S. Treasury bills, 90-day commercial paper, bank certificates of deposit, Eurodollar certificates of deposit, the Australian dollar, the Canadian dollar, the British pound, the Japanese yen, the Swiss franc, the Mexican peso, and certain multinational currencies, such as the euro. It is expected that other futures contracts will be developed and traded in the future.
A Fund may purchase or write call futures options and put futures options, to the extent specified herein or in its Prospectuses. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of the option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true. A call option is in the money if the value of the futures contract that is the subject of the option exceeds the exercise price . A put option is in the money if the exercise price exceeds the value of the futures contract that is the subject of the option.
Pursuant to a claim of exemption filed with the Commodity Futures Trading Commission, neither the Company nor any Fund is deemed to be a commodity pool or commodity pool operator under the Commodity Exchange Act, and they are not subject to registration or regulation as such under that Act .
Limitations on Use of Futures and Futures Options. A Fund will only enter into futures contracts and futures options that are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system.
B-8
When a purchase or sale of a futures contract is made by a Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board (initial margin) . The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract . Margin requirements on foreign exchanges may be different than U.S. exchanges . The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied . Each Fund expects to earn interest income on its initial margin deposits . A futures contract held by a Fund is valued daily at the official settlement price of the exchange on which it is traded . Each day the Fund pays or receives cash, called variation margin, equal to the daily change in value of the futures contract . This process is known as marking to market. Variation margin does not represent a borrowing or loan by a Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired on that date . In computing daily net asset value, each Fund will mark to market its open futures positions .
A Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it . Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund .
Although some futures contracts call for making or taking delivery of the underlying securities or commodities, generally those obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month) . Closing out a futures contract sale is effected by purchasing a futures contract for the same aggregate amount of the specific type of financial instrument or commodity with the same delivery date . If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss . Conversely, if an offsetting sale price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss . The transaction costs must also be included in these calculations .
A Fund may write a covered straddle consisting of a call and a put written on the same underlying futures contract . A straddle will be covered when sufficient assets are deposited to meet the Funds immediate obligations . The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put . In such a case, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
When purchasing a futures contract, a Fund will maintain with its custodian (and mark- to-market on a daily basis) assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board, that, when added to the amounts deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the futures contract . Alternatively, the Fund may cover its position by purchasing a put option on the same futures contract with a strike price as high or higher than the price of the contract held by the Fund .
When selling a futures contract, a Fund will maintain with its custodian (and mark-to- market on a daily basis) assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board, that are equal to the market value of the instruments underlying the contract . Alternatively, the Fund may cover its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the Funds custodian) .
When selling a call option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board, that, when added to the amounts deposited with a futures
B-9
commission merchant as margin, equal the total market value of the futures contract underlying the call option . Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund .
When selling a put option on a futures contract, a Fund will maintain with its custodian (and mark-to-market on a daily basis) assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board, that equal the purchase price of the futures contract, less any margin on deposit . Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the purchased put option is the same or higher than the strike price of the put option sold by the Fund .
To the extent that securities with maturities greater than one year are used to segregate assets to cover a Funds obligations under futures contracts and related options, such use will not eliminate the risk of a form of leverage, which may tend to exaggerate the effect on net asset value of any increase or decrease in the market value of a Funds portfolio, and may require liquidation of portfolio positions when it is not advantageous to do so. However, any potential risk of leverage resulting from the use of securities with maturities greater than one year may be mitigated by the overall duration limit on a Funds portfolio securities. Thus, the use of a longer-term security may require a Fund to hold offsetting short-term securities to balance the Funds portfolio such that the Funds duration does not exceed the maximum permitted for the Fund in its Prospectuses.
The requirements for qualification as a regulated investment company also may limit the extent to which a Fund may enter into futures, futures options or forward contracts .
Risks Associated with Futures and Options Generally. The following describes the general risks of investing in futures and options:
Management Risk. Financial futures contracts and related options are highly specialized instruments that require investment techniques and risk analyses different from those associated with stocks and bonds. The Funds use of financial futures and options may not always be a successful strategy and using them could lower a Funds return. Further, if the Adviser incorrectly forecasts interest rates or other economic factors and has taken positions in financial futures contracts or options contrary to prevailing market trends, a Fund could be exposed to the risk of loss.
Correlation Risk. Imperfect correlation between the change in market values of the securities held by a Fund and the prices of related futures contracts and options on futures purchased or sold by the Funds may result in losses in excess of the amount invested in these instruments.
Market Risk. Financial futures contracts and related options, like most other investments, are subject to the risk that the market value of the investment will decline. Adverse movements in the value of the underlying assets can expose the Funds to losses.
Exchange Limit Risk. Futures exchanges may limit the amount of fluctuation permitted in certain futures contract prices during a single trading day . The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous days settlement price at the end of the current trading session . Once the daily limit has been reached in a futures contract subject to the limit, no more trades may be made on that day at a price beyond that limit . The daily limit governs only price movements during a particular trading day and therefore does not limit potential losses because the limit may work to prevent the liquidation of unfavorable positions . For example, futures prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of positions and subjecting some holders of futures contracts to substantial losses .
B-10
Liquidity Risk. There can be no assurance that a liquid market will exist at a time when a Fund seeks to close out a futures or a futures option position, in which case that Fund would remain obligated to meet margin requirements until the position is closed. In addition, many of the contracts discussed herein are relatively new instruments without a significant trading history. As a result, there can be no assurance that an active secondary market will develop or continue to exist.
Counterparty Risk. A loss may be sustained as a result of the failure of another party to the contract to make required payments or otherwise fulfill its obligations under the contracts terms.
Risks Associated with Hedging Transactions. There are several risks associated with the use of futures contracts and futures options as hedging techniques. A purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract . There can be no guarantee that there will be a correlation between price movements in the hedging vehicle and in the Fund securities being hedged . In addition, there are significant differences between the securities and futures markets that could result in an imperfect correlation between the markets, causing a given hedge not to achieve its objectives . The degree of imperfection of correlation depends on circumstances such as variations in speculative market demand for futures and futures options on securities, including technical influences in futures trading and futures options, and differences between the financial instruments being hedged and the instruments underlying the standard contracts available for trading in such respects as interest rate levels, maturities, and creditworthiness of issuers . A decision as to whether, when and how to hedge involves the exercise of skill and judgment, and even a well- conceived hedge may be unsuccessful to some degree because of market behavior or unexpected interest rate trends .
Options on Securities and Indexes. A Fund may, to the extent specified herein or in its Prospectuses, purchase and sell both put and call options on fixed income or other securities or indexes in standardized contracts traded on foreign or domestic securities exchanges, boards of trade, or similar entities, or quoted on NASDAQ or on an over-the- counter market, and agreements, sometimes called cash puts, which may accompany the purchase or a new issue of bonds from a dealer.
An option on a security (or index) is a contract that gives the holder of the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option (or the cash value of the index) at a specified exercise price at any time during the term of the option. The writer of an option on a security has the obligation upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Upon exercise, the writer of an option on an index is obligated to pay the difference between the cash value of the index and the exercise price multiplied by the specified multiplier for the index option. (An index is designed to reflect features of a particular financial or securities market, a specific group of financial instruments or securities, or certain economic indicators.)
A Fund will not write a call option or put option unless the option is covered. In the case of a call option on a security, the option is covered if the Fund owns the security underlying the call or has an absolute and immediate right to acquire that security without additional cash consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid in accordance with procedures established by the Board, in such amount are segregated) upon conversion or exchange of other securities held by the Fund. For a call option on an index, the option is covered if the Fund maintains with its custodian assets determined to be liquid by the Adviser or Sub- Adviser in accordance with procedures established by the Board, in an amount equal to the contract value of the index. A call option is also covered if the Fund holds a call on the same security or index as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board. A put option on a security or an index is covered if the Fund segregates assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board equal to the exercise price. A put option is also covered if the Fund holds a put on the same security or index as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the
B-11
put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board.
If an option written by a Fund expires unexercised, the Fund realizes a capital gain equal to the premium received at the time the option was written. If an option purchased by a Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, exchange, underlying security or index, exercise price, and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund desires.
A Fund may sell a put or call option it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put or call option being sold. Prior to exercise or expiration, an option may be closed out by an offsetting purchase or sale of an option of the same series. A Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. The principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price of the underlying security or index in relation to the exercise price of the option, the volatility of the underlying security or index, and the time remaining until the expiration date.
The premium paid for a put or call option purchased by a Fund is an asset of the Fund. The premium received for an option written by a Fund is recorded as a deferred credit. The value of an option purchased or written is marked to market daily and is valued at the closing price on the exchange on which it is traded or, if not traded on an exchange or no closing price is available, at the mean between the last bid and asked prices.
A Fund may write a covered straddle consisting of a combination of a call and a put written on the same underlying security. A straddle will be covered when sufficient assets are deposited to meet the Funds immediate obligation. The Fund may use the same liquid assets to cover both the call and put options where the exercise price of the call and put are the same, or the exercise price of the call is higher than that of the put. In such a case, the Fund will also segregate liquid assets equivalent to the amount, if any, by which the put is in the money.
There are several risks associated with transactions in options on securities and on indexes. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.
During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying security above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security at the exercise price. If a put or call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put), or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related security.
B-12
There can be no assurance that a liquid market will exist when a Fund seeks to close out an option position. If a Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to realize any profit or the option may expire worthless. If a Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. As the writer of a covered call option, a Fund forgoes, during the options life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the exercise price of the call.
If trading were suspended in an option purchased by a Fund, the Fund would not be able to close out the option. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it has purchased. Except to the extent that a call option on an index written by the Fund is covered by an option on the same index purchased by the Fund, movements in the index may result in a loss to the Fund; however, such losses may be mitigated by changes in the value of the Funds securities during the period the option was outstanding.
Foreign Currency Transactions. Foreign currency transactions are generally used by a Fund that may invest in foreign currency-denominated securities to obtain foreign currencies to settle securities transactions. They can also be used as a hedge to protect assets against adverse changes in foreign currency exchange rates or regulations. When a Fund uses foreign currency exchanges as a hedge, it may also limit potential gain that could result from an increase in the value of such currencies. A Fund may be affected either favorably or unfavorably by fluctuations in the relative rates of exchange between the currencies of different nations. Foreign currency hedging transactions include forward foreign currency exchange contracts, foreign currency futures contracts and purchasing put or call options on foreign currencies.
Exchange-Traded Futures Contracts. Exchange-traded futures contracts are used for the purchase or sale of foreign currencies (Foreign Currency Futures) and will be used to hedge against anticipated changes in exchange rates that might adversely affect the value of a Funds portfolio securities or the prices of securities that a Fund intends to purchase in the future. The successful use of Foreign Currency Futures depends on the ability to forecast currency exchange rate movements correctly. Should exchange rates move in an unexpected manner, a Fund may not achieve the anticipated benefits of Foreign Currency Futures or may realize losses.
Forward Foreign Currency Exchange Contracts. Forward foreign currency exchange contracts (Forward Contracts) are used to minimize the risks associated with changes in the relationship between the U.S. dollar and foreign currencies. They are used to lock in the U.S. dollar price of a foreign security. A Forward Contract is a commitment to purchase or sell a specific currency for an agreed price at a future date.
If the Adviser believes a foreign currency will decline against the U.S. dollar, a Forward Contract may be used to sell an amount of the foreign currency approximating the value of a Funds security that is denominated in the foreign currency. The success of this hedging strategy is highly uncertain due to the difficulties of predicting the values of foreign currencies, of precisely matching Forward Contract amounts, and because of the constantly changing value of the securities involved. A Fund will not enter into Forward Contracts for hedging purposes in a particular currency in an amount in excess of a Funds assets denominated in that currency. Conversely, if the Adviser believes that the U.S. dollar will decline against a foreign currency, a Forward Contract may be used to buy that foreign currency for a fixed dollar amount, which is known as cross-hedging.
In these transactions, a Fund will segregate assets with a market value equal to the amount of the foreign currency purchased. Therefore, a Fund will always have cash, cash equivalents or high quality debt securities available to cover Forward Contracts or to limit any potential risk. The segregated assets will be priced daily.
B-13
Forward Contracts may limit potential gain from a positive change in the relationship between the U.S. dollar and foreign currencies. Unanticipated changes in currency prices may result in poorer overall performance for a Fund than if it had not engaged in such contracts.
Foreign Currency Options. A Fund that invests in foreign currency-denominated securities may buy or sell put and call options on foreign currencies, either on U.S. or foreign exchanges or in the over-the-counter market . A put option on a foreign currency gives the purchaser of the option the right to sell a foreign currency at the exercise price until the option expires. A call option on a foreign currency gives the purchaser of the option the right to purchase the currency at the exercise price until the option expires. Currency options traded on U.S. or other exchanges may be subject to position limits which may limit the ability of a Fund to reduce foreign currency risk using such options. Over-the-counter options differ from traded options in that they are two-party contracts with price and other terms negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-traded options.
Purchasing and writing put and call options on foreign currencies are used to protect a Funds portfolio against declines in the U.S. dollar value of foreign portfolio securities and against increases in the dollar cost of foreign securities to be acquired. Writing an option on foreign currency constitutes only a partial hedge, up to the amount of the premium received. A Fund could lose money if it is required to purchase or sell foreign currencies at disadvantageous exchange rates. If exchange rate movements are adverse to a Funds position, a Fund may forfeit the entire amount of the premium as well as incur related transaction costs.
Additional Risks of Futures Contracts and Options. Futures contracts and options on securities, futures contracts and foreign currencies may be traded on foreign exchanges . Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities . The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors; (ii) lesser availability than in the United States of data on which to make trading decisions; (iii) delays in a Funds ability to act upon economic events occurring in foreign markets during non-business hours in the United States; (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States; and (v) lesser trading volume .
Swap Agreements and Options on Swap Agreements. A Fund may engage in swap transactions, including, but not limited to, swap agreements on interest rates, security indexes, specific securities, and credit and event-linked swaps . To the extent a Fund may invest in foreign currency-denominated securities, it may also invest in currency exchange rate swap agreements . A Fund may also enter into options on swap agreements (swap options) .
A Fund may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities a Fund anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible .
Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year . In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor . The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index . A quanto or differential swap combines both an interest rate and a currency transaction . Other forms of swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make
B-14
payments to the other to the extent that interest rates exceed a specified rate, or cap; interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified rate, or floor; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels. With a floating rate, the fee may be pegged to a base rate, such as the London Interbank Offered Rate, and is adjusted each period . Therefore, if interest rates increase over the term of the swap contract, the Fund may be required to pay a higher fee at each swap reset date .
A Fund may enter into credit default swap agreements . The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred . If an event of default occurs, the seller must pay the buyer the full notional value, or par value, of the reference obligation in exchange for the reference obligation . A Fund may be either the buyer or seller in a credit default swap transaction . If a Fund is a buyer and no event of default occurs, the Fund will lose its investment and recover nothing . However, if an event of default occurs, the Fund (as the buyer) will receive the full notional value of the reference obligation that may have little or no value . As a seller, a Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event . If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation . Credit default swap transactions involve greater risks than if a Fund had invested in the reference obligation directly .
A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms . A Fund may write (sell) and purchase put and call swap options .
Most swap agreements entered into by the Funds would calculate the obligations of the parties to the agreement on a net basis. Consequently, a Funds current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount) . A Funds current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of assets determined to be liquid by the Adviser or Sub-Adviser in accordance with procedures established by the Board, to avoid any potential leveraging of the Funds portfolio . Obligations under swap agreements so covered will not be construed to be senior securities for purposes of the Funds investment restriction concerning senior securities . A Fund will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Funds total assets.
Whether a Funds use of swap agreements or swap options will be successful in furthering its investment objective of total return will depend on the ability of the Adviser or Sub-Adviser to predict correctly whether certain types of investments are likely to produce greater returns than other investments. Because they are two party contracts and because they may have terms of greater than seven days, swap agreements may be considered to be illiquid. Moreover, a Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. A Fund will enter into swap agreements only with counterparties that meet certain standards of creditworthiness (generally, such counterparties would have to be eligible counterparties under the terms of the Funds repurchase agreement guidelines). Certain restrictions imposed on the Funds by the Internal Revenue Code of 1986, as amended (the Code), may limit a Funds ability to use swap agreements. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect a Funds ability to terminate existing swap agreements or to realize amounts to be received under such agreements.
B-15
Depending on the terms of the particular option agreement, a Fund will generally incur a greater degree of risk when it writes a swap option than it will incur when it purchases a swap option. When a Fund purchases a swap option, it risks losing only the amount of the premium it has paid should it decide to let the option expire unexercised. However, when a Fund writes a swap option, upon exercise of the option the Fund will become obligated according to the terms of the underlying agreement.
Certain swap agreements are exempt from most provisions of the Commodity Exchange Act (CEA) and, therefore, are not regulated as futures or commodity option transactions under the CEA, pursuant to regulations approved by the Commodity Futures Trading Commission. To qualify for this exemption, a swap agreement must be entered into by eligible participants, which include the following, provided the participants total assets exceed established levels: a bank or trust company, savings association or credit union, insurance company, investment company subject to regulation under the 1940 Act, commodity pool, corporation, partnership, proprietorship, organization, trust or other entity, employee benefit plan, governmental entity, broker-dealer, futures commission merchant, natural person, or regulated foreign person. To be eligible, natural persons and most other entities must have total assets exceeding $10 million (commodity pools and employee benefit plans must have assets exceeding $5 million). In addition, an eligible swap transaction must meet three conditions. First, the swap agreement may not be part of a fungible class of agreements that are standardized as to their material economic terms. Second, the creditworthiness of parties with actual or potential obligations under the swap agreement must be a material consideration in entering into or determining the terms of the swap agreement, including pricing, cost or credit enhancement terms. Third, swap agreements may not be entered into and traded on or through a multilateral transaction execution facility.
That exemption is not exclusive, and participants may continue to rely on existing exclusions for swaps, such as the Policy Statement issued in July 1989, which recognized a safe harbor for swap transactions from regulation as futures or commodity option transactions under the CEA or its regulations. The Policy Statement applies to swap transactions settled in cash that (1) have individually tailored terms, (2) lack exchange-style offset and the use of a clearing organization or margin system, (3) are undertaken in conjunction with a line of business, and (4) are not marketed to the public.
Structured Notes. Structured notes are derivative debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities include structured notes as well as securities other than debt securities, the interest rate or principal of which is determined by an unrelated indicator. Indexed securities may include a multiplier that multiplies the indexed element by a specified factor and, therefore, the value of such securities may be very volatile. To the extent a Fund invests in these securities, however, the Adviser or Sub-Adviser analyzes these securities in its overall assessment of the effective duration of the Funds portfolio in an effort to monitor the Funds interest rate risk.
Hybrid Instruments. A hybrid instrument is a type of potentially high-risk derivative that combines a traditional stock, bond, or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or securities index or another interest rate or some other economic factor (each a benchmark). The interest rate or (unlike most fixed income securities) the principal amount payable at maturity of a hybrid security may be increased or decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil prices exceed a certain predetermined level. Such an hybrid instrument would be a combination of a bond and a call option on oil.
Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging, duration management, and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market
B-16
risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and pays a fixed rate or floating rate of interest. A Funds purchase of a hybrid also exposes the Fund to the credit risk of the issuer of the hybrid. Those risks may cause significant fluctuations in the net asset value of the Fund. No Fund will invest more than 5% of its total assets in hybrid instruments at time of investment.
Certain issuers of structured products such as hybrid instruments may be deemed to be investment companies as defined in the 1940 Act. As a result, a Funds investments in those products may be subject to limits applicable to investments in investment companies and may be subject to restrictions contained in the 1940 Act.
Dollar Rolls are transactions where a Fund sells mortgage-backed securities with a commitment to buy similar, but not identical, mortgage-backed securities on a future date at a lower price. Normally, one or both securities involved are to be announced mortgage-backed securities. Dollar rolls are subject to interest rate risks and credit risks. These transactions may create leverage risks.
Duration is a measure of volatility in the price of a bond prior to maturity. Volatility is the magnitude of the change in the price of a bond relative to a change in the market interest rate. Volatility is based upon a bonds coupon rate, maturity date and the level of market yields of similar bonds. Generally, bonds with lower coupons or longer maturities will be more volatile than bonds with higher coupons or shorter maturities. Duration combines these variables into a single measure of price sensitivity to interest rate changes. For example, if interest rates decline by 1%, the market value of a portfolio with a duration of five years would rise by approximately 5%. Conversely, if interest rates increase by 1%, the market value of the portfolio would decline by approximately 5%.
Equity Securities are the fundamental units of ownership in a company. The following describes the types of equity securities in which the Equity Funds invest:
Common Stocks are the most prevalent type of equity security. Common stockholders are entitled to the net value of the issuers earnings and assets after the issuer pays its creditors and any preferred stockholders. As a result, changes in an issuers earnings directly influence the value of its common stock.
Common Stocks of Foreign Companies are equity securities issued by a corporation domiciled outside of the United States that trade on a domestic securities exchange.
Preferred Stocks have the right to receive specified dividends or distributions before the payment of dividends or distributions on common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may provide for the issuer to redeem the stock on a specified date. A Fund holding redeemable preferred stock may treat it as a fixed income security.
Warrants provide an option to buy the issuers stock or other equity securities at a specified price. A Fund holding a warrant may buy the designated shares by paying the exercise price before the warrant expires. Warrants may become worthless if the price of the stock does not rise above the exercise price by the stated expiration date. Rights are the same as warrants, except they are typically issued to existing stockholders.
Fixed Income Securities generally pay interest at either a fixed or floating rate and provide more regular income than equity securities. However, the returns on fixed income securities are limited and normally do not increase with the issuers earnings. This limits the potential appreciation of fixed income securities as compared to equity securities. Fixed-rate securities and floating rate securities react differently as prevailing interest rates change.
Callable Securities . Certain fixed income securities in which the Funds invest are callable at the option of the issuer. Callable securities are subject to call risks.
B-17
Fixed Rate Debt Securities. Debt securities that pay a fixed interest rate over the life of the security and have a long-term maturity may have many characteristics of short-term debt. For example, the market may treat fixed-rate/long-term securities as short-term debt when a securitys market price is close to the call or redemption price, or if the security is approaching its maturity date when the issuer is more likely to call or redeem the debt.
As interest rates change, the market prices of fixed-rate debt securities are generally more volatile than the prices of floating rate debt securities. As interest rates rise, the prices of fixed-rate debt securities fall, and as interest rates fall, the prices of fixed-rate debt securities rise. For example, a bond that pays a fixed interest rate of 10% is more valuable to investors when prevailing interest rates are lower; this value is reflected in higher price, or a premium. Conversely, if interest rates are over 10%, the bond is less attractive to investors, and sells at a lower price, or a discount.
Floating Rate Debt Securities . The interest rate paid on floating rate debt securities is reset periodically (e.g., every 90 days) to a predetermined index rate. Commonly used indices include 90-day or 180-day Treasury bill rate; one month or three month London Interbank Offered Rate (LIBOR); commercial paper rates; or the prime rate of interest of a bank. The prices of floating rate debt securities are not as sensitive to changes in interest rates as fixed rate debt securities because they behave like shorter-term securities and their interest rate is reset periodically.
Foreign Securities are equity or fixed income securities that are issued by a corporation or other issuer domiciled outside the United States that trade on a foreign securities exchange or in a foreign market. Securities issued by corporations or other issuers domiciled outside the United States that are dollar denominated and traded in the United States are not considered foreign securities.
Funding Agreements (Agreements) are investment instruments issued by U.S. insurance companies. Pursuant to such Agreements, a Fund may make cash contributions to a deposit fund of the insurance companys general or separate accounts. The insurance company then credits guaranteed interest to a Fund. The insurance company may assess periodic charges against an Agreement for expense and service costs allocable to it, and the charges will be deducted from the value of the deposit fund. The purchase price paid for an Agreement becomes part of the general assets of the issuer, and the Agreement is paid from the general assets of the issuer. The Money Market Funds will only purchase Agreements from issuers that meet quality and credit standards established by the Adviser. Generally, Agreements are not assignable or transferable without the permission of the issuing insurance companies, and an active secondary market in Agreements does not currently exist. Also, the Money Market Funds may not have the right to receive the principal amount of an Agreement from the insurance company on seven days notice or less. Therefore, Agreements are typically considered to be illiquid investments.
Interfund Borrowing and Lending. The Securities and Exchange Commission (SEC) has granted an order permitting the Funds to participate in the Corporations interfund lending program, subject to their investment policies. This program would allow the Funds to lend cash and securities to and borrow cash and securities from each other for temporary purposes, although the Money Market Funds will not 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 Funds investment polices and limitations. The Board is responsible for overseeing the interfund lending program. Currently, the investment policies of the Funds do not allow the lending of cash.
Lending of Portfolio Securities . In order to generate additional income, a Fund may lend portfolio securities. When a Fund lends portfolio securities, it will receive either cash or liquid securities as collateral from the borrower. The Fund will reinvest cash collateral in short-term liquid securities that qualify as an otherwise acceptable investment for the Fund. If the market value of the loaned securities increases, the borrower must furnish additional collateral to a Fund. During the time portfolio securities
B-18
are on loan, the borrower pays the Fund any dividends or interest paid on such securities. Loans are subject to termination at the option of the Fund or the borrower. The lending Fund may pay reasonable administrative and custodial fees in connection with a loan and may pay a negotiated portion of the interest earned on the cash or equivalent collateral to a securities lending agent or broker. The Funds currently lend their portfolio securities through Marshall & Ilsley Trust Company N.A. (M&I Trust), as agent. The Funds and M&I Trust have received an order from the SEC that permits M&I Trust to charge, and the Funds to pay, market-based compensation for M&I Trusts services as securities lending agent.
Securities Lending Risks. When a Fund lends its portfolio securities, it may not be able to get them back from the borrower on a timely basis, in which case the Fund may lose certain investment opportunities, as well as the opportunity to vote the securities. A Fund is also subject to the risks associated with the investments of cash collateral, usually fixed income securities risk. If a Fund receives a payment from a borrower in lieu of the dividends on the loaned securities, such payment will generally be taxed as ordinary income but will not be treated as qualified dividends.
Leverage Risks. Leverage risk is created when an investment exposes the Funds to a level of risk that exceeds the amount invested. Changes in the value of such an investment magnify the Funds risk of loss and potential for gain.
Mortgage-Backed Securities represent interests in pools of mortgages. The underlying mortgages normally have similar interest rates, maturities and other terms. Mortgages may have fixed or adjustable interest rates. Interests in pools of adjustable rate mortgages are known as ARMs.
Mortgage-backed securities come in a variety of forms. Many have extremely complicated terms. The simplest form of mortgage-backed securities is a pass-through certificate. Holders of pass-through certificates receive a pro rata share of the payments from the underlying mortgages. Holders also receive a pro rata share of any prepayments, so they assume all the prepayment risk of the underlying mortgages.
CMOs are complicated instruments that allocate payments and prepayments from an underlying pass-through certificate among holders of different classes of mortgage-backed securities. This creates different prepayment and market risks for each CMO class.
In addition, CMOs may allocate interest payments to one class (Interest Only or IOs) and principal payments to another class (Principal Only or POs). POs increase in value when prepayment rates increase. In contrast, IOs decrease in value when prepayments increase, because the underlying mortgages generate less interest payments. However, IOs prices tend to increase when interest rates rise (and prepayments fall), making IOs a useful hedge against market risk.
Generally, homeowners have the option to prepay their mortgages at any time without penalty. Homeowners frequently refinance high rate mortgages when mortgage rates fall. This results in the prepayment of the mortgages underlying mortgage-backed securities, which deprives holders of the securities of the higher yields. Conversely, when mortgage rates increase, prepayments due to refinancings decline. This extends the life of mortgage-backed securities with lower yields. As a result, increases in prepayments of premium mortgage-backed securities, or decreases in prepayments of discount mortgage-backed securities, may reduce their yield and price.
This relationship between interest rates and mortgage prepayments makes the price of mortgage-backed securities more volatile than most other types of fixed income securities with comparable credit risks. Mortgage-backed securities tend to pay higher yields to compensate for this volatility.
CMOs may include planned amortization classes (PACs) and targeted amortization classes (TACs). PACs and TACs are issued with companion classes. PACs and TACs receive principal payments and prepayments at a specified rate. The companion classes receive principal payments and any prepayments in excess of this rate. In addition, PACs will receive the companion classes share of principal payments if necessary to cover a shortfall in the prepayment rate. This helps PACs and TACs to control prepayment risk by increasing the risk to their companion classes.
B-19
Another variant allocates interest payments between two classes of CMOs. One class (Floaters) receives a share of interest payments based upon a market index such as LIBOR. The other class (Inverse Floaters) receives any remaining interest payments from the underlying mortgages. Floater classes receive more interest (and Inverse Floater classes receive correspondingly less interest) as interest rates rise. This shifts prepayment and market risks from the Floater to the Inverse Floater class, reducing the price volatility of the Floater class and increasing the price volatility of the Inverse Floater class.
CMOs must allocate all payments received from the underlying mortgages to some class. To capture any unallocated payments, CMOs generally have an accrual (Z) class. Z classes do not receive any payments from the underlying mortgages until all other CMO classes have been paid off. Once this happens, holders of Z class CMOs receive all payments and prepayments. Similarly, real estate mortgage investment conduits (REMICs) (offerings of multiple class mortgage-backed securities which qualify and elect treatment as such under provisions of the Code) have residual interests that receive any mortgage payments not allocated to another REMIC class.
The degree of increased or decreased prepayment risk depends upon the structure of the CMOs. Z classes, IOs, POs and Inverse Floaters are among the most volatile investment grade fixed income securities currently traded in the United States. However, the actual returns on any type of mortgage-backed security depend upon the performance of the underlying pool of mortgages, which no one can predict and will vary among pools.
Prepayment Risks. Unlike traditional fixed income securities, which pay a fixed rate of interest until maturity (when the entire principal amount is due), payments on mortgage-backed securities include both interest and a partial payment of principal. Partial payment of principal may be comprised of scheduled principal payments as well as unscheduled payments from the voluntary prepayment, refinancing or foreclosure of the underlying loans. These unscheduled prepayments of principal create risks that can adversely affect a Fund holding mortgage-backed securities. For example, when interest rates decline, the values of mortgage-backed securities generally rise. However, when interest rates decline, unscheduled prepayments can be expected to accelerate, and a Fund would be required to reinvest the proceeds of the prepayments at the lower interest rates then available. Unscheduled prepayments would also limit the potential for capital appreciation on mortgage-backed securities. Conversely, when interest rates rise, the values of mortgage-backed securities generally fall. Since rising interest rates typically result in decreased prepayments, this could lengthen the average lives of mortgage-backed securities, and cause their value to decline more than traditional fixed income securities.
Municipal Securities are fixed income securities issued by states, counties, cities and other political subdivisions and authorities. Although most municipal securities are exempt from federal income tax, municipalities may also issue taxable securities. Tax-exempt securities are generally classified by their source of payment.
General obligation bonds are supported by the issuers full faith and credit. The issuer must levy and collect taxes sufficient to pay principal and interest on the bonds. However, the issuers authority to levy additional taxes may be limited by its charter or state law.
Special revenue bonds are payable solely from specific revenues received by the issuer. The revenues may consist of specific taxes, assessments, tolls, fees or other types of municipal revenues. For example, a municipality may issue bonds to build a toll road, and pledge the tolls to repay the bonds. Bondholders could not collect from the municipalitys general taxes or revenues. Therefore, any shortfall in the tolls normally would result in a default on the bonds.
Private activity bonds are special revenue bonds used to finance private entities. For example, a municipality may issue bonds to finance a new factory to improve its local economy. The municipality would lend the proceeds to the company using the factory, and the company would agree to make loan payments sufficient to repay the bonds. The bonds would be payable solely
B-20
from the companys loan payments, not from any other revenues of the municipality. Therefore, any default on the loan normally would result in a default on the bonds.
The interest on many types of private activity bonds is subject to the federal alternative minimum tax (AMT). The Funds may invest in bonds subject to the federal AMT.
Anticipation notes are securities issued in anticipation of the receipt of taxes, grants, bond proceeds or other municipal revenues. For example, many municipalities collect property taxes once a year. Such municipalities may issue tax anticipation notes to fund their operations prior to collecting these taxes. The issuers then repay the tax anticipation notes at the end of their fiscal year, either with collected taxes or proceeds from newly issued notes or bonds.
Tax increment financing bonds are payable from increases in taxes or other revenues attributable to projects financed by the bonds. For example, a municipality may issue these bonds to redevelop a commercial area. The tax increment financing bonds would be payable solely from any increase in sales taxes collected from merchants in the area. The bonds could default if merchants sales, and related tax collections, failed to increase as anticipated.
Municipal Securities include:
|
TRANs: tax and revenue anticipation notes issued to finance working capital needs in anticipation of receiving taxes or other revenues; |
|
TANs: tax anticipation notes issued to finance working capital needs in anticipation of receiving taxes; |
|
RANs: revenue anticipation notes issued to finance working capital needs in anticipation of receiving revenues; |
|
BANs: bond anticipation notes that are intended to be refinanced through a later issuance of longer-term bonds; |
|
municipal commercial paper and other short-term notes; |
|
variable rate demand notes; |
|
industrial development bonds; |
|
municipal bonds (including bonds having serial maturities and pre-refunded bonds) and leases; |
|
construction loan notes insured by the Federal Housing Administration and financed by Federal National Mortgage Association (FNMA) or GNMA; and |
|
participation, trust and partnership interests in any of the foregoing obligations. |
Municipal Leases. A Fund may purchase participation interests that represent an undivided proportional interest in lease payments by a governmental or nonprofit entity. The lease payments and other rights under the lease provide for and secure payments on the certificates. Lease obligations may be limited by a municipal charter or the nature of the appropriation for the lease. In particular, lease obligations may be subject to periodic appropriation. If the entity does not appropriate funds for future lease payments, the entity cannot be compelled to make such payments. Furthermore, a lease may provide that the participants cannot accelerate lease obligations upon default. The participants would only be able to enforce lease payments as they became due. In the event of a default or failure of appropriation, it is unlikely that the participants would be able to obtain an acceptable substitute source of payment unless the participation interests are credit enhanced.
B-21
The Adviser must consider the following factors in determining the liquidity of municipal lease securities: (1) the frequency of trades and quotes for the security; (2) the volatility of quotations and trade prices for the security; (3) the number of dealers willing to purchase or sell the security and the number of potential purchasers; (4) dealer undertakings to make a market in the security; (5) the nature of the security and the nature of the marketplace trades; (6) the rating of the security and the financial condition and prospects of the issuer of the security; (7) such other factors as may be relevant to a Funds ability to dispose of the security; (8) whether the lease can be terminated by the lessee; (9) the potential recovery, if any, from a sale of the leased property upon termination of the lease; (10) the lessees general credit strength; (11) the likelihood that the lessee will discontinue appropriating funding for the leased property because the property is no longer deemed essential to its operations; and (12) any credit enhancement or legal recourse provided upon an event of non-appropriation or other termination of the lease.
Variable Rate Municipal Securities. Variable interest rates generally reduce changes in the market value of municipal securities from their original purchase prices. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable rate municipal securities than for fixed rate obligations. Many municipal securities with variable interest rates purchased by a Fund are subject to repayment of principal (usually within seven days) on the Funds demand. For purposes of determining a Funds average maturity, the maturities of these variable rate demand municipal securities (including participation interests) are the longer of the periods remaining until the next readjustment of their interest rates or the periods remaining until their principal amounts can be recovered by exercising the right to demand payment. The terms of these variable rate demand instruments require payment of principal and accrued interest from the issuer of the municipal obligations, the issuer of the participation interests or a guarantor of either issuer.
Geographic Diversification of the Intermediate Tax-Free Fund s investments is achieved by purchasing issues of municipal securities representative of various areas of the U.S. and general obligations of states, cities and school districts as well as some revenue issues which meet the Funds acceptable quality criteria.
Repurchase Agreements and Reverse Repurchase Agreements. A repurchase agreement is a transaction in which a Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price exceeds the sale price, reflecting an agreed upon interest rate effective for the period the buyer owns the security subject to repurchase. The agreed upon interest rate is unrelated to the interest rate on that security. The Adviser will continually monitor the value of the underlying security to ensure that the value of the security always equals or exceeds the repurchase price. A Funds custodian is required to take possession of the securities subject to repurchase agreements. These securities are marked to market daily. To the extent that the original seller defaults and does not repurchase the securities from the Fund, the Fund could receive less than the repurchase price for such securities. In the event that such a defaulting seller files for bankruptcy or becomes insolvent, disposition of such securities by the Fund might be delayed pending court action. The Funds believe that, under the procedures normally in effect for custody of the portfolio securities subject to repurchase agreements, a court of competent jurisdiction would rule in favor of the Funds and allow retention or disposition of such securities. The Funds will only enter into repurchase agreements with banks and other recognized financial institutions, such as broker/dealers, that the Adviser has determined to be creditworthy.
Reverse repurchase agreement transactions are similar to borrowing cash. In a reverse repurchase agreement, a Fund sells a portfolio security to another person, such as a financial institution, broker or dealer, in return for a percentage of the instruments market value in cash, and agrees that on a stipulated date in the future the Fund will repurchase the portfolio security at a price equal to the original sale price plus interest. A Fund may use reverse repurchase agreements for liquidity and for avoiding a sale of portfolio instruments at a time when the sale may be deemed disadvantageous.
B-22
When effecting reverse repurchase agreements, liquid assets of a Fund, in a dollar amount sufficient to make payment for the obligations to be purchased, are segregated on the trade date. These securities are marked to market daily and maintained until the transaction is settled.
During the period any reverse repurchase agreements are outstanding, but only to the extent necessary to assure completion of the reverse repurchase agreements, the Money Market Funds will restrict the purchase of portfolio instruments to money market instruments maturing on or before the expiration date of the reverse repurchase agreement.
Risks Related to Company Size. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Market capitalization is determined by multiplying the number of the companys outstanding shares by its current market price per share.
Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital. These factors also increase risks and make these companies more likely to fail than companies with larger market capitalizations.
Temporary Investments. There may be times when market conditions warrant a defensive position (this rarely applies to the Money Market Funds ). During these market conditions, each of the Funds may temporarily invest without limit in short-term debt obligations (money market instruments). These investments include commercial paper, bank instruments, U.S. government obligations, repurchase agreements, securities of other investment companies investing in short-term debt securities, and foreign short-term debt securities (with respect to the International Stock Fund ). The Funds temporary investments must be of comparable quality to their primary investments.
Treasury Securities are direct obligations of the federal government of the United States. Investors regard Treasury securities as having the lowest credit risk.
When-Issued and Delayed Delivery Transactions. These transactions are made to secure what is considered to be an advantageous price or yield. Settlement dates may be a month or more after entering into these transactions, and the market values of the securities purchased may vary from the purchase prices. Other than normal transaction costs, no fees or expenses are incurred. However, liquid assets of a Fund are segregated on the Funds records on the trade date in an amount sufficient to make payment for the securities to be purchased. These assets are marked to market daily and are maintained until the transaction has been settled.
Zero Coupon Securities. Zero coupon securities do not pay interest or principal until final maturity, unlike debt securities that provide periodic payments of interest (referred to as a coupon payment). Investors buy zero coupon securities at a price below the amount payable at maturity. The difference between the purchase price and the amount paid at maturity represents interest on the zero coupon security. Investors must wait until maturity to receive interest and principal, which increases the interest rate and credit risks of a zero coupon security.
FUNDAMENTAL INVESTMENT OBJECTIVES
|
Marshall Large-Cap Value Fund: to provide capital appreciation and above-average dividend income. |
|
Marshall Large-Cap Growth Fund: to provide capital appreciation. |
|
Marshall Mid-Cap Value Fund: to provide capital appreciation. |
|
Marshall Mid-Cap Growth Fund: to provide capital appreciation. |
|
Marshall Small-Cap Growth Fund: to provide capital appreciation. |
B-23
|
Marshall International Stock Fund: to provide capital appreciation. |
|
Marshall Aggregate Bond Fund: to maximize total return consistent with current income. |
|
Marshall Government Income Fund: to provide current income. |
|
Marshall Short-Intermediate Bond Fund: to maximize total return consistent with current income. |
|
Marshall Intermediate Tax-Free Fund: to provide a high level of current income that is exempt from federal income tax and is consistent with preservation of capital. |
|
Marshall Short-Term Income Fund: to maximize total return consistent with current income. |
|
Marshall Prime Money Market Fund: to provide current income consistent with stability of principal. |
|
Marshall Government Money Market Fund: to provide current income consistent with stability of principal. |
|
Marshall Tax-Free Money Market Fund: to provide current income exempt from federal income tax consistent with stability of principal. |
The investment objectives of the Funds may not be changed without shareholder approval.
With respect to the Funds investment policies and limitations, if a percentage limitation is adhered to at the time of investment, a later increase or decrease in percentage resulting from any change in value or net assets will not result in a violation of such limitation, except in the case of borrowing money. For purposes of such policies and limitations, each Fund considers instruments (such as certificates of deposit and demand and time deposits) issued by a U.S. branch of a domestic bank or savings and loan having capital, surplus, and undivided profits in excess of $100,000,000 at the time of investment to be cash items. Under the 1940 Act, the authorization of a majority of the outstanding voting securities means the affirmative vote of the holders of the lesser of (i) 67% of the shares of a Fund represented at a meeting at which the holders of more than 50% of the Funds outstanding shares are represented or (ii) more than 50% of the outstanding shares of the Fund.
FUNDAMENTAL LIMITATIONS
The following investment limitations are fundamental and cannot be changed for a Fund unless authorized by the majority of the outstanding voting securities of that Fund, as defined by the 1940 Act.
Selling Short and Buying on Margin
The Funds will not sell any securities short or purchase any securities on margin, but may obtain such short-term credits as may be necessary for clearance of purchases and sales of portfolio securities. A deposit or payment by a Fund of initial or variation margin in connection with futures contracts, forward contracts or related options transactions is not considered the purchase of a security on margin.
Issuing Senior Securities and Borrowing Money
The Funds will not issue senior securities except that each Fund may borrow money, directly or through reverse repurchase agreements, in amounts up to one-third of the value of its total assets (net assets in the case of the Money Market Funds, Short-Term Income Fund, Aggregate Bond Fund and Short- Intermediate Bond Fund ) including the amounts borrowed; and except to the extent that a Fund is permitted to enter into futures contracts, options or forward contracts. Except for the International
B-24
Stock Fund , a Fund will not borrow money or engage in reverse repurchase agreements for investment leverage, but rather as a temporary, extraordinary, or emergency measure or to facilitate management of its portfolio by enabling the Fund to meet redemption requests when the liquidation of portfolio securities is deemed to be inconvenient or disadvantageous. Except for the International Stock Fund , a Fund will not purchase any securities while any borrowings in excess of 5% of its total assets are outstanding.
Pledging Assets
The Funds will not mortgage, pledge, or hypothecate any assets except to secure permitted borrowings. In those cases, each Fund may pledge assets having a market value not exceeding the lesser of the dollar amounts borrowed or 15% of the value of its total assets at the time of the pledge. For purposes of this limitation, the following are not deemed to be pledges: (1) margin deposits for the purchase and sale of futures contracts and related options; and (2) segregation of collateral arrangements made in connection with options activities, forward contracts or the purchase of securities on a when-issued basis.
Lending Cash or Securities
The Funds will not lend any of their assets except portfolio securities. Except for the International Stock Fund, loans may not exceed one-third of the value of a Funds total assets. This shall not prevent a Fund from purchasing or holding U.S. government obligations, money market instruments, variable rate demand notes, bonds, debentures, notes, certificates of indebtedness, or other debt securities, entering into repurchase agreements, or engaging in other transactions where permitted by the Funds investment goal, policies, and limitations.
Investing in Commodities
The Funds will not purchase or sell commodities, commodity contracts, or commodity futures contracts. However, except for the Money Market Funds , a Fund may purchase and sell futures contracts and related options, and the International Stock Fund may also enter into forward contracts and related options.*
Investing in Real Estate
The Funds will not purchase or sell real estate, including limited partnership interests, although a Fund may invest in the securities of companies whose business involves the purchase or sale of real estate or in securities which are secured by real estate or which represent interests in real estate.
Diversification of Investments
With respect to securities comprising 75% of the value of its total assets, a Fund will not purchase securities issued by any one issuer (other than cash, cash items or securities issued or guaranteed by the government of the United States or its agencies or instrumentalities and repurchase agreements collateralized by such securities) if as a result more than 5% of the value of its total assets would be invested in the securities of that issuer or if it would own more than 10% of the outstanding voting securities of such issuer.
Under this limitation, the Intermediate Tax-Free Fund will consider each governmental subdivision, including states and the District of Columbia, territories, possessions of the United States, or their political subdivisions, agencies, authorities, instrumentalities, or similar entities, a separate issuer if its assets and revenues are separate from those of the governmental body creating it and the security is backed only by its own assets and revenues. Industrial developments bonds backed only by the assets and revenues of a non-governmental user are considered to be issued solely by that user. If in the case of an
* | The first sentence of this paragraph refers to physical commodities and contracts related to physical commodities; the second sentence refers to financial futures contracts and related options. Except for the Money Market Funds , which may not purchase or sell financial futures contracts or related options, there is no fundamental investment limitation regarding a Funds purchase or sale of financial futures contracts or related options. |
B-25
industrial development bond or government-issued security, a governmental or some other entity (such as a bank that issues a letter of credit) guarantees the security, such guarantee or letter of credit would be considered a separate security issued by the guarantor or other entity, subject to a limit on investments in the guarantor of 10% of total assets. Where a security is insured by bond insurance, the security shall not be considered a security issued or guaranteed by the insurer. Instead, the issuer of such security will be determined in accordance with the first and second sentences of this paragraph. The foregoing 10% restriction does not limit the percentage of the Intermediate Tax-Free Funds assets that may be invested in securities insured by any single insurer.
Concentration of Investments
(Intermediate Tax-Free Fund only)
The Intermediate Tax-Free Fund will not invest 25% or more of the value of its total assets in any one industry, except that Fund may invest 25% or more of the value of its total assets in cash or cash items, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, and repurchase agreements collateralized by such securities for temporary defensive purposes. In addition, the Intermediate Tax-Free Fund may invest more than 25% of the value of its total assets in obligations issued by any state, territory, or possession of the United States, the District of Columbia or any of their authorities, agencies, instrumentalities or political subdivisions, including tax-exempt project notes guaranteed by the U.S. government, regardless of the location of the issuing municipality. This policy applies to securities which are related in such a way that an economic, business, or political development affecting one security would also affect the other securities (such as securities paid from revenues from selected projects in transportation, public works, education, or housing).
(All Other Funds)
A Fund will not invest 25% or more of its total assets in any one industry. However, investing in U.S. government securities (and domestic bank instruments for the Money Market Funds ) shall not be considered investments in any one industry.
Underwriting
A Fund will not underwrite any issue of securities, except as it may be deemed to be an underwriter under the 1933 Act in connection with the sale of restricted (the term restricted does not apply to the Intermediate Tax-Free Fund ) securities which the Fund may purchase pursuant to its investment goal, policies and limitations.
Tax Exempt Obligations
The Tax-Free Money Market Fund invests, under normal circumstances, its assets so that at least 80% of the annual interest income that the Fund distributes will be exempt from federal income tax, including the federal AMT.
The Intermediate Tax-Free Fund invests, under normal circumstances, at least 80% of the value of its net assets, plus the amount of any borrowings for investment purposes, in securities the income from which is exempt from federal income tax, including the federal AMT.
NON-FUNDAMENTAL LIMITATIONS
The following investment limitations are non-fundamental and, therefore, may be changed by the Board without shareholder approval. Shareholders will be notified before any material change in these limitations becomes effective.
Investing in Illiquid and Restricted Securities
A Fund will not invest more than 15% (10% for a Money Market Fund ) of the value of its net assets in illiquid securities, including repurchase agreements providing for settlement in more than seven days after notice, non-negotiable fixed time deposits with maturities over seven days, OTC options, guaranteed
B-26
investment contracts, and certain restricted securities not determined by the Board to be liquid (including certain municipal leases).
Purchasing Securities to Exercise Control
The Funds will not purchase securities of a company for the purpose of exercising control or management.
Investing in Securities of Other Investment Companies
Each Fund will limit its investment in other investment companies to no more than 3% of the total outstanding voting stock of any investment company, will invest no more than 5% of total assets in any one investment company, and will invest no more than 10% of its total assets in investment companies in general, unless permitted to exceed these limits by an exemptive order or rule of the SEC. The Funds will purchase securities of closed-end investment companies only in open market transactions involving only customary brokers commissions. However, these limitations are not applicable if the securities are acquired in a merger, consolidation, reorganization or acquisition of assets. The Money Market Funds will limit their investments in other investment companies to those of money market funds having investment objectives and policies similar to their own.
Investing in Options
Except for bona fide hedging purposes, a Fund may not invest more than 5% of the value of its net assets in the sum of (a) premiums on open option positions on futures contracts, plus (b) initial margin deposits on financial futures contracts.
A Fund will not purchase put options or write call options on securities unless the securities are held in the Funds portfolio or unless the Fund is entitled to them in deliverable form without further payment or has segregated liquid assets in the amount of any further payment.
A Fund will not write call options in excess of 25% of the value of its total assets.
Regulatory Compliance
The Money Market Funds may follow non-fundamental operational policies that are more restrictive than their fundamental investment limitations, as set forth in the Prospectuses and this SAI, in order to comply with applicable laws and regulations, including the provisions of and regulations under the 1940 Act. In particular, the Money Market Funds will comply with the various requirements of Rule 2a-7 under the 1940 Act, which regulates money market mutual funds. For example, Rule 2a-7 generally prohibits the investment of more than 5% of the total assets of any of the Money Market Funds in the securities of any one issuer, although the Money Market Funds fundamental investment limitation only requires such 5% diversification with respect to 75% of the Funds assets. The Money Market Funds will also determine the effective maturity of their investments, as well as their ability to consider a security as having received the requisite short-term ratings by NRSROs, according to Rule 2a-7. The Money Market Funds may change these operational policies to reflect changes in the laws and regulations without shareholder approval.
OTHER INVESTMENT POLICIES
Pursuant to Rule 35d-1 under the 1940 Act, each Fund (except the Intermediate Tax-Free Fund, Prime Money Market Fund and Tax-Free Money Market Fund ) has adopted a non-fundamental investment policy to invest at least 80% of its assets (defined as net assets plus any borrowings for investment purposes) in the types of securities and investments suggested by its name. Each such Fund will provide its shareholders with at least 60 days prior written notice of any changes to such policy as required by Rule 35d-1.
B-27
MONEY MARKET FUNDS
The Board has approved the use of amortized cost for purposes of valuing portfolio instruments held by the Money Market Funds . Under this method, portfolio instruments are valued at the acquisition cost as adjusted for amortization of premium or accumulation of discount rather than at current market value.
The Money Market Funds use of the amortized cost method of valuing portfolio instruments depends on their compliance with the provisions of Rule 2a-7 under the 1940 Act. Under the Rule, the Board must establish procedures reasonably designed to stabilize the NAV per share, as computed for purposes of distribution and redemption, at $1.00 per share, taking into account current market conditions and the Funds investment goals.
Under the Rule, the Money Market Funds are permitted to purchase instruments that are subject to demand features or standby commitments. As defined by the Rule, a demand feature entitles a Fund to receive the principal amount of the instrument from the issuer or a third party (1) on no more than 30 days notice or (2) at specified intervals not exceeding 397 days on no more than 30 days notice. A standby commitment entitles a Fund to achieve same-day settlement and to receive an exercise price equal to the amortized cost of the underlying instrument plus accrued interest at the time of exercise.
The Money Market Funds acquire instruments subject to demand features and standby commitments to enhance the instruments liquidity. The Funds treat demand features and standby commitments as part of the underlying instruments, because the Funds do not acquire them for speculative purposes and cannot transfer them separately from the underlying instruments. Therefore, although the Funds define demand features and standby commitments as puts, the Funds do not consider them to be corporate investments for purposes of their investment policies.
Monitoring Procedures. The Boards procedures include monitoring the relationship between the amortized cost value per share and the NAV per share based upon available indications of market value. The Board will decide what, if any, steps should be taken if there is a difference of more than 0.5 of 1% between the two values. The Board will take any steps they consider appropriate (such as redemption in kind or shortening the average portfolio maturity) to minimize any material dilution or other unfair results arising from differences between the two methods of determining NAV.
Investment Restrictions. As required by the Rule, the Money Market Funds limit their investments to instruments that, in the opinion of the Adviser, present minimal credit risks and have received the requisite rating from one or more NRSROs. If the instruments are not rated, the Adviser must determine that they are of comparable quality pursuant to procedures approved by the Board. The Rule also requires the Funds to maintain a dollar-weighted average portfolio maturity (not more than 90 days) appropriate to the objective of maintaining a stable NAV of $1.00 per share. In addition, no instrument with a remaining maturity of more than 397 days may be purchased by the Funds.
Should the disposition of a portfolio security result in a dollar-weighted average portfolio maturity of more than 90 days, the Money Market Funds will invest their available cash to reduce the average maturity to 90 days or less as soon as possible. Shares of investment companies purchased by the Funds will meet these same criteria and will have investment policies consistent with the Rule.
Under the amortized cost method of valuation, neither the amount of daily income nor the NAV is affected by any unrealized appreciation or depreciation of the portfolio. In periods of declining interest rates, the indicated daily yield on shares of the Money Market Funds , computed based upon amortized cost valuation, may tend to be higher than a similar computation made by using a method of valuation based upon market prices and estimates. In periods of rising interest rates, the indicated daily yield on shares of the Funds computed the same way may tend to be lower than a similar computation made by using a method of calculation based upon market prices and estimates.
B-28
ALL OTHER FUNDS
Portfolio securities of the other Funds are valued as follows:
|
for equity securities traded on a securities exchange, including NASDAQ, at the last sale price or official closing price reported on the exchange on which the security is principally traded; |
|
in the absence of recorded sales for equity securities, at the mean of the last bid and asked prices as furnished by an independent pricing service; |
|
for U.S. government securities, listed corporate bonds, private placement securities, other fixed income and asset-backed securities and unlisted securities, at the mean of the last bid and asked prices as furnished by an independent pricing service, except that fixed income securities with remaining maturities of 60 days or less at the time of purchase are valued at amortized cost; |
|
for municipal bonds, by an independent pricing service; |
|
in the absence of a market quote for asset and mortgage-backed securities for which final paydowns have been processed, par value will be used to price the security until the final payment is received and the final paydown has been removed from the fund accounting records; |
|
for securities of other open-end registered investment companies, at net asset value; and |
|
for all other securities, at fair value as determined in good faith by the Board. |
Prices provided by independent pricing services may be determined without relying exclusively on quoted prices and may consider institutional trading in similar groups of securities, yield, quality, stability, risk, coupon rate, maturity, type of issue, trading characteristics and other market data or factors.
A Fund values futures contracts and options at their market values established by the exchanges on which they are traded at the close of trading on such exchanges. Options traded in the OTC market are valued according to the mean between the last bid and the last asked price for the option as provided by an investment dealer or other financial institution that deals in the option. The Board may determine in good faith that another method of valuing such investments is necessary to appraise their fair market value.
Any 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 and in accordance with procedures approved by the Board. The Board has established and appointed a Pricing Committee, which is responsible for determinations of fair value. See Committees of the Board. In determining fair value, the Pricing Committee takes into account all information available and any factors it deems appropriate.
TRADING IN FOREIGN SECURITIES
Trading in foreign securities may be completed at times which vary from the closing of the New York Stock Exchange (NYSE). In computing its NAV, the International Stock Fund values foreign securities at the latest closing price on the principal exchange on which they are traded immediately prior to the closing of the NYSE. Certain foreign currency exchange rates may also be determined at the latest rate prior to the closing of the NYSE. Foreign securities quoted in foreign currencies are translated into U.S. dollars at current rates. Occasionally, events that affect these values and exchange rates may occur between the times at which they are determined and the closing of the NYSE. If it is determined, based upon certain triggers, that the closing price of a foreign security held by the Fund is unreliable, such security will be priced using factors provided by an independent pricing service approved by the Board (Factors). If an appropriate Factor is not available for pricing of the security, the security will be priced at fair value as determined in good faith by the Board.
B-29
Except under certain circumstances described in the Prospectuses, shares of each class of the Funds are sold at their public offering price (i.e., their NAV plus a sales charge, if applicable) on days the NYSE is open for business. The procedure for purchasing shares is explained in the Prospectuses under How to Buy Shares.
Grand Distribution Services, LLC, located at 803 West Michigan Street, Milwaukee, Wisconsin 53233 (the Distributor), serves as the principal distributor of the Funds shares. Under a Distribution Agreement with the Funds and M&I Trust, the Distributor offers the Funds shares on a continuous, best-efforts basis.
For the fiscal years ended August 31, 2007, 2006 and 2005, the Distributor received the following commissions for Advisor Class shares:
SALES CHARGE REALLOWANCE (ADVISOR CLASS ONLY)
Sales of Advisor Class shares are subject to a front-end sales charge, which may be reallowed, as a sales commission, to broker/dealers, investment professionals or financial institutions (Authorized Dealers) of record as a percentage of the purchase price. MIS retains a portion of the sales charge for sales support services. Typically, the Authorized Dealers of record will receive the following amounts from the sales charge on such sales:
Equity Funds
Purchase Amount |
Typical Dealer Concession as a
% of Public Offering Price |
|
Up to $24,999 |
5.00% | |
$ 25,000 $ 49,999 |
4.25% | |
$ 50,000 $ 99,999 |
3.75% | |
$100,000 $249,999 |
2.75% | |
$250,000 $499,999 |
2.00% | |
$500,000 $749,999 |
1.60% | |
$750,000 $999,999 |
1.20% | |
$1 million or greater |
1.00%* |
B-30
Income Funds (except the Short-Term Income Fund )
Purchase Amount |
Typical Dealer Concession as a
% of Public Offering Price |
|
Up to $99,999 |
3.00% | |
$100,000 $249,999 |
2.75% | |
$250,000 $499,999 |
2.00% | |
$500,000 $749,999 |
1.60% | |
$750,000 $999,999 |
1.20% | |
$1 million or greater |
1.00%* |
Short-Term Income Fund
Purchase Amount |
Typical Dealer Concession as a
% of Public Offering Price |
|
Up to $999,999 |
1.60% | |
$1 million or greater |
1.00%* |
* | The concession is paid by the Adviser on sales of $1 million or more made during a 12-month period. |
The amount reallowed to an Authorized Dealer may be changed from time to time.
12B-1 PLAN (PRIME MONEY MARKET FUND ONLY)
The Prime Money Market Fund is subject to a compensation-type distribution plan adopted by the Corporation pursuant to Rule 12b-1 under the 1940 Act (the Plan). The Plan authorizes payments by the Prime Money Market Fund at an annual rate of 0.30% of the average daily net assets of the Advisor Class shares of the Fund (Plan Shares). The Plan provides that the Distributor shall act as the distributor of Plan Shares, and it permits the payment of fees to brokers (including M&I Brokerage Services, an affiliate of the Adviser), dealers and administrators for distribution and/or administrative services. The Plan is designed to stimulate brokers, dealers and administrators to provide distribution and/or administrative support services to the Fund and holders of Plan Shares. These services are to be provided by representatives who have knowledge of the shareholders particular circumstances and goals, and include, but are not limited to: (1) providing office space, equipment, telephone facilities, and various personnel, including clerical, supervisory, and computer, as necessary or beneficial to establish and maintain shareholder accounts and records; (2) processing purchase and redemption transactions and automatic investment of client account cash balances; (3) answering client inquiries regarding the Plan Shares; (4) assisting clients in changing dividend options, account designations, and addresses; and (5) providing such other services as the Fund reasonably requests.
Other benefits of the Plan include, but are not limited to, the following: (1) an efficient and effective administrative system; (2) a more efficient use of assets of holders of Plan Shares by having them rapidly invested in the Fund with a minimum of delay and administrative detail; and (3) an efficient and reliable records system for holders of Plan Shares and prompt responses to shareholder requests and inquiries concerning their accounts.
For the fiscal year ended August 31, 2007 the Advisor Class shares of the Prime Money Market Fund paid $312,809 under the Plan at an annual rate of 0.30% of the Funds average daily net assets during this period. The entire amount paid by the Fund pursuant to the Plan was spent on dealer compensation.
B-31
SHAREHOLDER SERVICES (CLASS Y AND CLASS A SHARES ONLY)
M&I Trust, through its division MIS, is the shareholder servicing agent for the Funds. As such, MIS provides shareholder services to the Funds that include, but are not limited to, distributing Prospectuses and other information, providing shareholder assistance, and communicating or facilitating purchases and redemption of shares.
The Funds may pay M&I Trust for providing shareholder services and maintaining shareholder accounts. M&I Trust may select others to perform these services for their customers and may pay them fees.
For the fiscal year ended August 31, 2007 the Investor Class and Advisor Class shares of the Funds paid the following shareholder services fees and MIS waived the following amounts:
Shareholder Services Fee Paid/Shareholder Services Fee Waived | ||||
Fund |
Class Y | Class A | ||
Large-Cap Value Fund |
$855,221/$0 | $32,063/$0 | ||
Large-Cap Growth Fund |
$591,285/$0 | $24,803/$0 | ||
Mid-Cap Value Fund |
$1,554,507/$0 | $35,560/$0 | ||
Mid-Cap Growth Fund |
$500,554/$0 | $11,937/$0 | ||
Small-Cap Growth Fund |
$570,300/$0 | $19,485/$0 | ||
International Stock Fund |
$668,302/$0 | $19,990/$0 | ||
Aggregate Bond Fund |
$31,607/$0 | $5/$0 | ||
Government Income Fund |
$1,526,026/$1,080,855 | $15,770/$0 | ||
Short-Intermediate Bond Fund |
$1,615,903/$1,240,230 | $15,833/$0 | ||
Intermediate Tax-Free Fund |
$202,750/$186,530 | N/A | ||
Short-Term Income Fund |
$278,976/$212,729 | $6,640/$0 | ||
Prime Money Market Fund |
$6,438,323/$0 | $260,674/$0 | ||
Government Money Market Fund |
$421,977/$0 | N/A | ||
Tax-Free Money Market Fund |
$661,133/$0 | N/A |
QUANTITY DISCOUNTS AND ACCUMULATED PURCHASES (CLASS A SHARES ONLY)
As described in the Prospectus for the Advisor Class shares, larger purchases of the Advisor Class shares reduce or eliminate the sales charge paid. For example, the Funds will combine all the Advisor Class shares purchases made on the same day by the investor, the investors spouse, and the investors children under age 21 when they calculate the sales charge. In addition, the sales charge, if applicable, is reduced for purchases made at one time by a trustee or fiduciary for a single trust estate or a single fiduciary account.
If additional Advisor Class shares are purchased, the Funds will consider the previous purchases still invested in the Funds. For example, if a shareholder already owns the Advisor Class shares of an Equity Fund having a current value of $40,000 and he purchases $10,000 of additional shares, the sales charge on the additional purchase according to the schedule now in effect would be 4.50%, not 5.75%.
The Funds also will consider purchases of shares of certain other mutual funds held at M&I Brokerage Services. For example, if a shareholder purchases shares of a certain mutual fund having a current value of $40,000 and then purchases the Advisor Class shares of a Fund having a current value of $10,000, the shareholder would receive a reduced sales charge on the $10,000 Advisor Class shares purchase based on the other mutual funds reduced sales charge schedule applicable to a $50,000 investment in such funds shares.
To receive the sales charge reduction, M&I Brokerage Services must be notified by the shareholder in writing or by his investment professional or financial institution at the time the purchase is made that the
B-32
Advisor Class shares are already owned or that purchases are being combined. The Funds will reduce or eliminate the sales charge after they confirm the purchases.
CONCURRENT PURCHASES (CLASS A SHARES ONLY)
Shareholders have the privilege of combining concurrent purchases of the Advisor Class shares of two or more Marshall Funds in calculating the applicable sales charge.
To receive a sales charge reduction or elimination, MIS must be notified by the shareholder in writing or by his/her investment professional or financial institution at the time the concurrent purchases are made. The Funds will reduce or eliminate the sales charge after they confirm the purchases.
LETTER OF INTENT (CLASS A SHARES ONLY)
A shareholder may sign a letter of intent committing to purchase a certain amount of the same Advisor Class shares within a 13-month period in order to combine such purchases in calculating the applicable sales charge. The Funds custodian will hold shares in escrow equal to the maximum applicable sales charge. If the shareholder completes the commitment, the escrowed shares will be released to his/her account. If the commitment is not completed within 13 months, the custodian will redeem an appropriate number of escrowed shares to pay for the applicable sales charge.
While this letter of intent will not obligate the shareholder to purchase the Advisor Class shares, each purchase during the period will be at the sales charge applicable to the total amount intended to be purchased. At the time a letter of intent is established, current balances in accounts in any Advisor Class shares of any Fund, excluding money market accounts, will be aggregated to provide a purchase credit towards fulfillment of the letter of intent. The letter may be dated as of a prior date to include any purchase made within the past 90 days. Prior trade prices will not be adjusted.
REINVESTMENT PRIVILEGE
The reinvestment privilege is available for all shares of the Funds within the same share class.
The Advisor Class shareholders who redeem from a Fund may reinvest the redemption proceeds back into the Funds Advisor Class shares at the next determined NAV without any sales charge. The original shares must have been subject to a sales charge and the reinvestment must be within 90 days.
In addition, if shares were reinvested through an investment professional or financial institution, the investment professional or financial institution would not be entitled to an advanced payment from M&I Brokerage Services on the reinvested shares, if otherwise applicable. M&I Brokerage Services must be notified by the shareholder in writing or by his/her investment professional or financial institution of the reinvestment in order to eliminate a sales charge or a contingent deferred sales charge. If a shareholder redeems shares in a Fund, there may be tax consequences.
EXCHANGING SECURITIES FOR SHARES
A shareholder may contact the Funds to request a purchase of shares in an exchange for securities owned by the shareholder. The Funds reserve the right to determine whether to accept the securities and the minimum market value to accept. The Funds will value the securities in the same manner as it values its assets. This exchange is treated as a sale of a shareholders securities for federal tax purposes.
REDEMPTION IN KIND
Although the Funds intend to pay share redemptions in cash, the Funds reserve the right, as described below, to pay the redemption price in whole or in part by a distribution of a Funds portfolio securities.
B-33
Because the Corporation has elected to be governed by Rule 18f-1 under the 1940 Act, the Funds are obligated to pay share redemptions to any one shareholder in cash only up to the lesser of $250,000 or 1% of a Funds net assets represented by such share class during any 90-day period. Any share redemption payment greater than this amount will be in cash unless the Adviser determines that payment should be in kind. In such a case, a Fund will pay all or a portion of the remainder of the redemption in portfolio securities, valued in the same way as the Fund determines its NAV. The portfolio securities will be selected in a manner that the Adviser deems fair and equitable and, to the extent available, such securities will be readily marketable.
Redemption in kind is not as liquid as a cash redemption. If a redemption is made in kind, the redeeming shareholder would incur transaction costs in selling the portfolio securities received, and the proceeds of such sales, when made, may be more or less than the value on the redemption date.
In addition, the Funds have adopted procedures, consistent with SEC guidelines, to permit redemption in kind to an affiliate.
VOTING AND DISTRIBUTION RIGHTS
Shareholders of each Fund are entitled: (i) to one vote per full share of common stock; (ii) to distributions declared by the Board; and (iii) upon liquidation of the Fund, to participate ratably in the assets of the Fund available for distribution. Each share of a Fund gives the shareholder one vote in the election of directors and other matters submitted to shareholders for vote and is entitled to participate equally in dividends and capital gains distributions by the Fund. All shares of each Fund or class in the Corporation have equal voting rights, except that only shares of a particular Fund or class are entitled to vote on matters affecting that Fund or class. Consequently, the holders of more than 50% of the Corporations shares of common stock voting for the election of directors can elect the entire Board, and, in such event, the holders of the Corporations remaining shares voting for the election of directors will not be able to elect any person or persons to the Board.
The WBCL permits registered investment companies, such as the Corporation, to operate without an annual meeting of shareholders under specified circumstances if an annual meeting is not required by the 1940 Act. The Corporations By-laws provide that each director shall hold office for a period of five years or until his or her successor is duly elected at the next annual meeting of shareholders. Consequently, the Corporation holds annual meetings of shareholders to elect directors every five years, unless more frequent meetings are required by the 1940 Act, the Corporations Articles of Incorporation or By-laws. Directors may be removed by the shareholders at a special meeting. A special meeting of the shareholders may be called by the Board upon written request of shareholders owning at least 10% of the Corporations outstanding voting shares.
The shares are redeemable and transferable. All shares issued and sold by the Corporation will be fully paid and nonassessable, except as provided under former WBCL Section 180.0622(2)(b) with respect to certain obligations incurred by the Corporation prior to June 14, 2006. Former Section 180.0622(2)(b) of the WBCL provided that holders of common stock of a corporation could be assessed up to the par value of their shares to satisfy the obligations of the corporation to its employees for services performed for the corporation, but not exceeding six months service in any one case. Certain Wisconsin courts interpreted par value to mean the full amount paid upon the purchase of shares of common stock. Pursuant to 2005 Wisconsin Act 474, Section 180.0622(2)(b) of the WBCL was repealed effective June 14, 2006 and is not applicable to obligations incurred by the Corporation on or after such date. Fractional shares of common stock entitle the holder to the same rights as whole shares of common stock except the right to receive a certificate evidencing such fractional shares.
B-34
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
As of December 31, 2007, the following shareholders owned of record or are known by the Corporation to own of record or beneficially more than 5% of a Funds outstanding Investor Class, Advisor Class and/or Institutional Class shares:
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
Marshall Large-Cap Value Fund |
Y | Mitra & Co* | 8,235,354.415 | 35 | % | ||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Vallee* | 7,411,331.972 | 32 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
NFS LLC FEBO* | 5,006,094.159 | 21 | % | |||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Maril & Co* | 1,170,268.383 | 5 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 West Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Marshall Large-Cap Growth Fund |
Y |
NFS LLC FEBO* |
8,740,241.245 | 45 | % | ||||
Marshall & Ilsley Trust Co. |
|||||||||
FBO Bank 98 Daily Recordkeeping |
|||||||||
11270 West Park Place, Suite 400- |
|||||||||
Milwaukee WI 53224-3623 |
|||||||||
Y |
Vallee* | 3,968,762.974 | 20 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Mitra & Co* | 3,438,910.833 | 17 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 |
B-35
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
Marshall Mid-Cap Value Fund |
Y |
NFS LLC FEBO* | 12,364,847.849 | 35 | % | ||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Mitra & Co* | 7,505,524.402 | 21 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Vallee* | 5,700,852.401 | 16 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Charles Schwab & Co Inc* | 2,237,237.677 | 6 | % | |||||
Reinvest Account | |||||||||
101 Montgomery Street | |||||||||
San Francisco CA 94104-4151 | |||||||||
Marshall Mid-Cap Growth Fund |
Y |
Mitra & Co* | 5,517,771.39 | 41 | % | ||||
Marshall & Ilsley Trust Oper | |||||||||
11270 West Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
NFS LLC FEBO* | 4,957,338.570 | 37 | % | |||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Vallee* | 1,946,779.226 | 14 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Marshall Small-Cap Growth Fund |
A |
NFS LLC FEBO* |
566,428.031 | 52 | % | ||||
Marshall & Ilsley Trust Oper | |||||||||
FBO Intrust Allncecoal Aff PSP |
|||||||||
11270 West Park Place, Suite 400- |
|||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Mitra & Co* | 7,504,621.308 | 44 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 |
B-36
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
Y |
Vallee* | 4,236,380.277 | 25 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | NFS LLC FEBO* | 2,466,756.597 | 14 | % | |||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Marshall International Stock Fund |
A |
Pershing LLC* | 45,458.828 | 9 | % | ||||
PO Box 2052 | |||||||||
Jersey City NJ 07303-2052 | |||||||||
A |
Pershing LLC* | 36,974.739 | 7 | % | |||||
PO Box 2052 | |||||||||
Jersey City NJ 07303-2052 | |||||||||
I | Mitra & Co* | 8,310,462.310 | 51 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
I | NFS LLC FEBO* | 7,143,972.976 | 43 | % | |||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Vallee* | 6,731,925.018 | 40 | % | |||||
M&I Trust Company, NA | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | NFS LLC FEBO* | 4,817,739.203 | 28 | % | |||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y |
Mitra & Co* | 3,483,046.519 | 20 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 |
B-37
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
Marshall Aggregate Bond Fund |
A | Amos Braund | 3,211.498 | 46 | % | ||||
Frances Braund | |||||||||
4118 Buckeye Road | |||||||||
Madison WI 53716-1647 | |||||||||
A | Marshall & Ilsley Trust Company | 1,496.306 | 21 | % | |||||
IRA Wayne Baltes | |||||||||
4325 5 th Ave | |||||||||
Kenosha WI 53140-2914 | |||||||||
A | Marshall & Ilsley Trust Company | 640.085 | 9 | % | |||||
IRA Linda E Abbott | |||||||||
W8343 CTH Z | |||||||||
Onalaska WI 54650 | |||||||||
A | Marshall & Ilsley Trust Company | 538.472 | 7 | % | |||||
IRA William H Zadler | |||||||||
5604 42 nd Ave | |||||||||
Kenosha WI 53144-2530 | |||||||||
A | Pershing LLC* | 386.507 | 5 | % | |||||
PO Box 2052 | |||||||||
Jersey City NJ 07303-2052 | |||||||||
I | Mitra & Co* | 15,024,683.101 | 97 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Mitra & Co* | 6,305,972.732 | 74 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Vallee* | 1,869,713.276 | 23 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Marshall Government Income Fund |
I | Mitra & Co* | 15,097,780.588 | 99 | % | ||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Vallee* | 14,754,199.029 | 24 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 |
B-38
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
Y | Mitra & Co* | 14,456,580.615 | 24 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Marshall Short-Intermediate Bond Fund | A | Pershing LLC* | 35,611.799 | 5 | % | ||||
P O Box 2052 | |||||||||
Jersey City NJ 07303-2052 | |||||||||
I | NFS LLC FEBO* | 10,298,245.512 | 52 | % | |||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
I | Mitra & Co* | 8,832,424.024 | 45 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Vallee* | 19,759,652.720 | 57 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Mitra & Co* | 4,865,701.705 | 14 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Maril & Co* | 2,573,919.095 | 7 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | NFS LLC FEBO* | 2,367,407.587 | 6 | % | |||||
Marshall & Ilsley Trust Co. | |||||||||
FBO Bank 98 Daily Recordkeeping | |||||||||
11270 West Park Place, Suite 400- | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Marshall Intermediate Tax-Free Fund | Y | Vallee* | 6,392,342.738 | 72 | % | ||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 |
B-39
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
Y | Mitra & Co* | 1,672,093.363 | 18 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Marshall Short-Term Income Fund | A | Emma Mae Wiseley Trust | 20,526.909 | 7 | % | ||||
750 S Pennington Dr Apt 133 | |||||||||
Chandler AZ 85224- | |||||||||
A | Pershing LLC* | 19,550.515 | 7 | % | |||||
PO Box 2052 | |||||||||
Jersey City NJ 07303-2052 | |||||||||
A | Cory Anderson | 13,776.836 | 5 | % | |||||
Lois M. Johnson TTEE | |||||||||
Lois M. Johnson Survivors Trust | |||||||||
4154 Pine Street | |||||||||
Superior WI 54880-8483 | |||||||||
I | Mitra & Co* | 3,680,550.353 | 90 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
I | Vallee* | 390,794.667 | 9 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Vallee* | 4,617,262.256 | 57 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Mitra & Co* | 1,959,864.180 | 24 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Maril & Co* | 508,729.301 | 6 | % | |||||
Marshall & Ilsley Trust Oper | |||||||||
11270 West Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 |
B-40
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
Marshall Prime Money Market Fund | A | Pershing LLC* | 89,975,191.100 | 72 | % | ||||
As Agent for its Brokerage Customer | |||||||||
1 Pershing Plz | |||||||||
Jersey City NJ 07399-0002 | |||||||||
A | Omnibus Sweep Taxable* | 6,883,667.710 | 5 | % | |||||
M&I Banks | |||||||||
PO Box 1119 | |||||||||
Appleton WI 54912-1119 | |||||||||
I | Maril & Co* | 1,304,958,180.91 | 57 | % | |||||
M&I Trust Company, NA | |||||||||
11270 West Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
I | M&I Marshall & Ilsley Bank-SSC* | 356,175,128.930 | 15 | % | |||||
c/o M&I Support Services | |||||||||
PO Box 1119 | |||||||||
Appleton WI 54912-1119 | |||||||||
I | Aurora Health Care Inc. | 146,600,000.000 | 6 | % | |||||
Attn: Jeryl Anthony | |||||||||
PO Box343910 | |||||||||
Milwaukee WI 53234-3910 | |||||||||
Y | Maril & Co* | 2,251,305,908.010 | 75 | % | |||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee, WI 53224-3623 | |||||||||
Y | M&I SCC Milwaukee* | 214,764,594.980 | 7 | % | |||||
c/o M&I Support Services Corp | |||||||||
PO Box 1119 | |||||||||
Appleton WI 54912-1119 | |||||||||
Marshall Government Money Market Fund |
I | Maril & Co* | 92,621,157.850 | 45 | % | ||||
M&I Trust Company, NA | |||||||||
11270 West Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
I | M&I Marshall & Ilsley Bank* | 45,259,295.440 | 22 | % | |||||
c/o M&I Support Services | |||||||||
PO Box 1119 | |||||||||
Appleton WI 54912-1119 | |||||||||
I |
Maril & Co* |
24,959,481.030 | 12 | % | |||||
FBO Members Trust Company | |||||||||
c/o M&I Trust Co | |||||||||
11270 W Park Pl Ste 400 | |||||||||
Milwaukee WI 53224-3638 |
B-41
Fund Name |
Class |
Name and Address |
Number
of Shares |
Percent
of Class |
|||||
I |
Platte River Insurance Co* |
22,376,050.650 | 11 | % | |||||
PO Box 5900 |
|||||||||
Madison, WI 53705-0900 |
|||||||||
Y | Maril & Co* | 69,663,407.410 | 40 | % | |||||
M&I Trust Company, NA | |||||||||
11270 West Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | M&I Marshall & Ilsley Bank* | 19,598,048.550 | 11 | % | |||||
c/o M&I Support Services | |||||||||
PO Box 1119 | |||||||||
Appleton WI 54912-1119 | |||||||||
Marshall Tax-Free Money Market Fund |
I | Maril & Co* | 233,752,340.270 | 79 | % | ||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
I | Maril & Co* | 28,581,037.610 | 9 | % | |||||
FBO First Western | |||||||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
I | Maril & Co* | 22,763,679.450 | 7 | % | |||||
FBO United Bank & Trust | |||||||||
Tecumceh | |||||||||
11270 W Park Pl Ste 400 | |||||||||
Milwaukee WI 53224-3638 | |||||||||
Y | Maril & Co* | 199,127,993.580 | 62 | % | |||||
11270 W Park Place | |||||||||
Suite 400- PPW-08-WM | |||||||||
Milwaukee WI 53224-3623 | |||||||||
Y | Pershing LLC* | 36,028,766.330 | 11 | % | |||||
As Agent for its Brokerage Customer Services | |||||||||
1 Pershing Plz | |||||||||
Jersey City NJ 07399-0002 |
* | The Corporation believes that this entity, the holder of record of these shares, is not the beneficial owner of such shares. |
Any person who beneficially owns more than 25% of the outstanding shares of a Fund or a class may be considered a controlling person of such Fund or class. Shareholders with a controlling interest could affect the outcome of proxy voting or the direction of management of a Fund.
As of December 31, 2007, the current officers and directors of the Corporation, as a group, owned less than 1% of any class of each Funds outstanding shares.
B-42
WHAT ARE THE TAX CONSEQUENCES?
This section is not intended to be a full discussion of income tax laws. Please consult your own tax advisor regarding federal, state or local tax considerations.
FEDERAL INCOME TAX
Each Fund intends to meet the requirements of Subchapter M of the Code applicable to regulated investment companies. In the event a Fund fails to qualify as a regulated investment company under Subchapter M, it will be treated as a regular corporation for federal income tax purposes. Accordingly, the Fund would be subject to federal income taxes on the full amount of its taxable income and gains, and any distributions that the Fund makes would not qualify for any dividends paid deduction. This would increase the cost of investing in the Fund for shareholders and would make it more economical for shareholders to invest directly in securities held by the Fund instead of investing indirectly in such securities through the Fund. In addition, if the Fund fails to distribute a sufficient amount of its ordinary income and capital gains, it will be subject to a 4% excise tax on a portion of its undistributed ordinary income and capital gains.
Each Fund will be treated as a single, separate entity for federal income tax purposes so that income earned and capital gains and losses realized by the Corporations other portfolios will be separate from those realized by each Fund.
To the extent a Fund is unable to use its capital losses, it may be entitled to a capital loss carry-forward, which may reduce the taxable gain that the Fund would realize and to which the shareholder would be subject in the future.
Assuming the Equity Funds qualify as regulated investment companies, the dividends received deduction for shareholders of the Equity Funds who are corporations will apply to ordinary income distributions to the extent the distribution represents amounts that would qualify for the dividends received deduction to the Equity Funds if the Equity Funds were a regular corporation, and to the extent designated by the Equity Funds as so qualifying. No portion of any ordinary income distributions paid by the other Funds is eligible for the dividends received deduction available to corporations.
Distributions from the Funds investment company taxable income (which includes dividends, interest, net short-term capital gains, and net gains from foreign currency transactions), if any, generally are taxable as ordinary income whether reinvested or received in cash, unless such distributions are attributable to qualified dividend income eligible for the reduced rate of tax on long-term capital gains. Currently, the maximum federal tax rate on ordinary income is 35%, while the maximum federal tax rate on long-term capital gains is 15%. Distributions of a Funds net long-term capital gain income, if distributed by the Fund as capital gains distributions, will generally be taxable as long-term capital gains, regardless of how long a shareholder has held shares of the Fund.
Distributions of the Intermediate Tax-Free Fund and Tax-Free Money Market Fund will primarily consist of exempt interest dividends which are generally exempt from regular federal income tax . Either Fund may, however, also distribute long-term capital gains and/or investment company taxable income (which includes dividends, interest, net short-term capital gains, and net gains from foreign currency transactions), if any, which distributions will generally be taxable as ordinary income. Distributions representing net interest earned on certain private activity municipal bonds, which otherwise might be tax-exempt, may be included in calculating the federal AMT for individuals or the federal AMT for corporations, if the federal AMT applies to the shareholder. Each Fund will be qualified to distribute tax-exempt interest dividends for any taxable year if, at the close of each quarter of the taxable year, at least 50% of the value of the Funds assets consists of securities described under Section 103 of the Code.
B-43
Each Fund intends to continue to satisfy this Code requirement. The aggregate dividends excludable from the federal gross income of a Funds shareholders may not exceed the Funds net tax-exempt income.
Purchasing shares shortly before a distribution may not be advantageous. Since such shares are unlikely to substantially appreciate in value in the short period before the distribution, if the distribution is taxable, it will essentially result in a taxable return of a portion of the purchase price.
A shareholder will not be allowed a deduction for any interest expense paid with respect to indebtedness incurred or continued in order to purchase or carry shares of a Fund to the extent the indebtedness relates to exempt-interest distributions from the Fund.
Redemption of Fund shares may result in a taxable gain or loss to a shareholder, depending on whether the redemption proceeds are more or less than the shareholders basis in the redeemed shares. An exchange of Fund shares for shares in any other Marshall Fund will have similar tax consequences.
FOREIGN INVESTMENTS
If a Fund purchases foreign securities, interest and dividends received by the Fund may be subject to income withholding or other taxes imposed by foreign countries and U.S. possessions that could reduce the return on these securities. Tax treaties and conventions between the United States and certain foreign countries, however, may reduce or eliminate the amount of foreign taxes to which the Fund would be subject. Also, many foreign countries do not impose taxes on capital gains in respect of investments by foreign investors. The effective rate of foreign tax cannot be predicted since the amount of Fund assets to be invested within various countries is uncertain. However, the Corporation intends to operate so as to qualify for treaty-reduced tax rates when applicable.
Distributions from a Fund may be based on estimates of book income for the year. Book income generally consists solely of the income generated by the securities in the portfolio, whereas tax-basis income includes, in addition, gains or losses attributable to currency fluctuation. Due to differences in the book and tax treatment of fixed income securities denominated in foreign currencies, it is difficult to project currency effects on an interim basis. Therefore, to the extent that currency fluctuations cannot be anticipated, a portion of distributions to shareholders could later be designated as a return of capital, rather than income, for income tax purposes, which may be of particular concern to simple trusts.
A Fund may invest in the stock of certain foreign companies that constitute Passive Foreign Investment Companies (PFICs). There are several elections available under federal law to determine how the Funds shareholders will be taxed on PFIC investments. Depending upon the election the Fund selects, the Funds shareholders may be subject to federal income taxes (either capital or ordinary) with respect to a taxable year attributable to a PFIC investment, even though the Fund receives no distribution from the PFIC and does not dispose of the PFIC investment during such year, and/or the Funds shareholders may be subject to federal income taxes upon the disposition of the PFIC investments.
If more than 50% of the value of a Funds assets at the end of the tax year is represented by stock or securities of foreign corporations, the Fund will qualify for certain Code provisions that allow its shareholders to claim a foreign tax credit or deduction on their U.S. income tax returns. The Code may limit a shareholders ability to claim a foreign tax credit. Shareholders who elect to deduct their portion of the Funds foreign taxes rather than take the foreign tax credit must itemize deductions on their income tax returns. The Corporation expects that only the International Stock Fund will qualify for these Code provisions.
STATE AND LOCAL TAXES
Distributions representing net interest received on tax-exempt municipal securities are not necessarily free from income taxes of any state or local taxing authority. State laws differ on this issue, and you should consult your tax adviser for specific details regarding the status of your account under state and local tax laws, including treatment of distributions as income or return of capital.
B-44
CAPITAL GAINS
Capital gains, when realized by the Funds, could result in an increase in distributions. Capital losses could result in a decrease in distributions. When a Fund realizes net long-term capital gains, it will distribute them at least once every 12 months.
WITHHOLDING
If a shareholder does not furnish a Fund with a correct social security number or taxpayer identification number and/or the Fund receives notification from the Internal Revenue Service requiring back-up withholding, the Fund is required by federal law to withhold federal income tax from the shareholders distributions and redemption proceeds, currently at a rate of 28% for U.S. citizens and residents. Generally, tax-exempt dividends, and certain distributions of short-term capital gains and qualified interest income, are not subject to back-up withholding.
Foreign taxpayers (including nonresident aliens) are generally subject to a flat withholding rate of 30% on their U.S. source income. This withholding rate may be lower under the terms of a tax convention.
This section is not intended to be a full discussion of federal income tax laws and the effect of such laws on an investor. There may be other federal, state, local or foreign tax considerations applicable to a particular investor. Investors are urged to consult their own tax advisors.
BOARD OF DIRECTORS
The Board is responsible for managing the Corporations business affairs and for exercising all the Corporations powers, except those reserved for the shareholders. Directors of the Corporation, together with information regarding their age, business experience during the past five years, and other information are shown in the following table. The address of each director is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. Pursuant to the Corporations By-Laws, a director holds office for a period of five years or until his or her successor is duly elected at the next annual meeting of shareholders. Each director with an asterisk (*) is deemed to be an interested person, as defined in the 1940 Act. Current directors who are not considered to be interested persons of the Funds are referred to in this SAI as independent directors. The Corporation, which currently consists of fourteen separate portfolios or funds, is the only investment company in the Fund Complex. Information in the following table is as of December 31, 2007 unless otherwise indicated.
B-45
I NTERESTED D IRECTORS
Name and Age (as of 12/31/07) |
Position(s)
|
Term of
Time Served |
Principal Occupation(s) During Past 5
|
Number of
Portfolios in Fund Complex Overseen by Director |
Other
|
|||||
John M. Blaser* Age: 51 |
Director and President |
2004-2009; since May 1999 |
Vice President of the Adviser and Marshall & Ilsley Trust Company (M&I Trust) since 1998. | 14 | None | |||||
Kenneth C. Krei* Age: 58 |
Director |
2004-2009; since July 2004 |
Chairman of M&I Brokerage Services, Inc. and M&I Insurance Services, Inc. since January 2005; Director and Chief Executive Officer of the Adviser since July 2003; Director, President and Chief Executive Officer of M&I Trust since July 2003; Senior Vice President of Marshall & Ilsley Corporation (a bank holding company) since July 2003; Executive Vice President, Investment Advisors at Fifth Third Bancorp prior thereto. | 14 | 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. Mr. Krei is an interested person of the Corporation due to the positions that he holds with the Adviser, M&I Trust and Marshall & Ilsley Corporation. |
I NDEPENDENT D IRECTORS
Name and Age (as of 12/31/07) |
Position(s) Held with the Corporation |
Term of Office and
Length of
|
Principal Occupation(s) During Past 5 Years |
Number of
|
Other
|
|||||
Larry D. Armel Age: 65 |
Independent Director |
2006-2011; since September 2006 |
Retired; formerly, Chairman, Gold Bank Funds, from 2002 to 2005. | 14 | None | |||||
Benjamin M. Cutler Age: 63 |
Independent Director |
2004-2009; 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 2003. | 14 | None |
B-46
Name and Age (as of 12/31/07) |
Position(s) Held with the Corporation |
Term of Office and
Length of
|
Principal Occupation(s) During Past 5 Years |
Number of
|
Other
|
|||||
John DeVincentis Age: 73 |
Independent Director |
2004-2009; since October 1993 |
Independent financial consultant; retired; formerly, Senior Vice President of Finance, In-Sink-Erator Division of Emerson Electric Corp. (an electrical products manufacturer). | 14 | None | |||||
John A. Lubs Age: 60 |
Independent Director |
2004-2009; since July 2004 |
Vice Chairman, Mason Companies, Inc. (a footwear distributor), since October 2004; President and Chief Operating Officer, Mason Companies, Inc., from 1990 to 2004. | 14 | None | |||||
James Mitchell Age: 60 |
Independent Director |
2004-2009; since March 1999 |
Chairman, Golner Precision Products, Inc. (a supplier of machine parts), since 2004; Chief Executive Officer, General Automotive Manufacturing, LLC (an automotive parts manufacturing company), from 2001-2007; Chief Executive Officer, NOG, Inc. (a metal processing and consulting company), since 1999; Chairman, Ayrshire Precision Engineering (a precision machining company), since 1992. | 14 | None | |||||
Barbara J. Pope Age: 59 |
Independent Director |
2004-2009; 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. | 14 | None |
OFFICERS
The officers of the Corporation are elected annually by the Board and hold the same position with all of the Funds of the Corporation. Each officer holds office for one year and until the election and qualification of his or her successor. The address of each officer is 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202. Officers of the Corporation, together with information as to their principal business occupation during the past five years and certain other information, are shown in the following table.
B-47
P RINCIPAL O FFICERS
Name and Age (as of 12/31/07) |
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: 34 |
Treasurer |
Re-elected by the Board annually; since February 2006 |
Vice President of the Adviser since February 2006; Financial Services Audit Senior Manager, PricewaterhouseCoopers LLP, prior thereto. | |||
John D. Boritzke Age: 51 |
Vice President |
Re-elected by the Board annually; since October 2001 |
Vice President of the Adviser and M&I Trust since 1993. | |||
Daniel Eyre Age: 39 |
Anti-Money Laundering Compliance Officer |
Re-elected by the Board annually; since June 2004 |
Manager, MIS, a division of M&I Trust, since April 2004; Programmer and Analyst, Metavante Corporation (a banking and payments technology provider), from July 2000 to April 2004. | |||
William A. Frazier Age: 52 |
Vice President |
Re-elected by the Board annually; since October 2001 |
Vice President of the Adviser and M&I Trust since 1985. | |||
Jeffrey O. Himstreet Age: 40 |
Secretary |
Re-elected by the Board annually; since October 2005 |
General Counsel of M&I Wealth Management, a division of Marshall & Ilsley Corporation (a bank holding company), since August 2005; Partner, Bingham McCutchen LLP (a law firm), from December 2003 to August 2005; Associate Attorney, Bingham McCutchen LLP, prior thereto. | |||
Angela M. Palmer Age: 35 |
Chief Compliance Officer |
Re-elected by the Board annually; since August 2006 |
Chief Compliance Officer and Vice President of the Adviser since June 2006 and January 2007, respectively; Vice President of M&I Trust since June 2006; Chief Compliance Officer, Secretary and Assistant Treasurer, Wasatch Funds, Inc., from September 2004 to May 2006; Director of Compliance, Wasatch Advisors, Inc., from May 2004 to May 2006; Vice President, Wasatch Advisors, Inc., from November 2004 to May 2006; Senior Compliance Administrator, Wasatch Advisors, Inc., from April 2003 to April 2004; Administration Services Manager, UMB Fund Services, Inc., prior thereto. |
B-48
COMMITTEES OF THE BOARD
The standing committees of the Board are the Audit Committee and the Nominating Committee. These committees are comprised solely of independent directors.
Board Committee |
Committee Members |
Committee Functions |
Meetings Held During Last Fiscal Year |
|||
Audit |
John DeVincentis (Chair) Larry D. Armel Benjamin M. Cutler John A. Lubs James Mitchell Barbara J. Pope |
The Board has adopted a written charter of the Audit Committee pursuant to which the Audit Committee retains the independent auditors to audit the financial statements of each Fund; meets with the independent auditors periodically to review the results of the audits and reports their results to the full Board; evaluates the independence of the auditors; and preapproves, or establishes preapproval policies and procedures concerning, all audit and non-audit services provided to the Funds. | Three | |||
Nominating |
John DeVincentis Larry D. Armel Benjamin M. Cutler John A. Lubs James Mitchell Barbara J. Pope |
The Nominating Committee identifies, evaluates, selects and nominates, or recommends for nomination, candidates for the Board. It also may set standards or qualifications for directors. | None |
The Nominating Committee may consider candidates for the Board submitted by shareholders if a vacancy were to exist. Shareholders who wish to recommend a nominee may do so by submitting the appropriate information about the candidate to the Corporations Secretary.
The Board has also established a Pricing Committee, which is not a committee of the Board. The Pricing Committee is responsible for monitoring the valuation of Fund securities and other investments as well as determining the fair value of securities for which market quotations are not readily available, after consideration of all relevant factors, which determinations are subsequently reported to the full Board. The Pricing Committee meets as necessary and is comprised of members of the Adviser and UMB Fund Services, Inc. (UMBFS), the Funds sub-administrator.
B-49
COMPENSATION OF DIRECTORS
The following table shows the fees paid to the independent directors by the Corporation for the fiscal year ended August 31, 2007. The Corporation does not pay any fees to its interested directors or officers. Ms. Palmer receives compensation from the Adviser for her services as Chief Compliance Officer of the Corporation. Neither the Corporation nor the Funds maintain any deferred compensation, pension or retirement plans, and no pension or retirement benefits are accrued as Corporation or Fund expenses.
Name |
Aggregate
Compensation from the Corporation |
Total Compensation from
Funds and Fund Complex Paid to Directors (1) |
||
Larry D. Armel |
$ 40,000 | $ 40,000 | ||
Benjamin M. Cutler |
$ 40,000 | $ 40,000 | ||
John DeVincentis |
$ 40,000 | $ 40,000 | ||
John A. Lubs |
$ 40,000 | $ 40,000 | ||
James Mitchell |
$ 40,000 | $ 40,000 | ||
Barbara J. Pope |
$ 40,000 | $ 40,000 |
(1) |
The Marshall Funds consist of one open-end registered investment company consisting of 14 portfolios. |
B-50
BOARD OWNERSHIP OF SHARES IN THE FUND AND IN THE MARSHALL FUNDS FAMILY OF INVESTMENT COMPANIES AS OF DECEMBER 31, 2007
Name of Director (1) |
Fund Name |
Dollar Range of Shares
Owned in Fund |
Aggregate Dollar Range of
Shares Owned in Marshall Funds Family of Investment Companies |
|||
Larry D. Armel | Large-Cap Value | $50,001-$100,000 | over $100,000 | |||
Mid-Cap Value | $50,001-$100,000 | |||||
Prime Money Market | $1-$10,000 | |||||
John M. Blaser | Large-Cap Value | over $100,000 | over $100,000 | |||
Large-Cap Growth | $10,001-$50,000 | |||||
Mid-Cap Value | over $100,000 | |||||
Mid-Cap Growth | $10,001-$50,000 | |||||
Small-Cap Growth | $50,001-$100,000 | |||||
International Stock | over $100,000 | |||||
Short-Intermediate Bond | $10,001-$50,000 | |||||
Prime Money Market | $1-$10,000 | |||||
Tax-Free Money Market | over $100,000 | |||||
Benjamin M. Cutler |
International Stock |
over $100,000 | over $100,000 | |||
John DeVincentis | International Stock | $10,001-$50,000 | over $100,000 | |||
Prime Money Market | $50,001-$100,000 | |||||
Kenneth C. Krei | Intermediate Tax-Free | $1-$10,000 | over $100,000 | |||
Tax-Free Money Market | over $100,000 | |||||
John A. Lubs | Large-Cap Value | $10,001-$50,000 | $50,001-$100,000 | |||
Mid-Cap Growth | $10,001-$50,000 | |||||
Mid-Cap Value | $10,001-$50,000 | |||||
James Mitchell | Mid-Cap Value | over $100,000 | over $100,000 | |||
Mid-Cap Growth | over $100,000 | |||||
Small-Cap Growth | over $100,000 | |||||
International Stock | over $100,000 | |||||
Prime Money Market | over $100,000 | |||||
Barbara J. Pope | Large-Cap Growth | $10,001-$50,000 | over $100,000 | |||
Mid-Cap Value | $10,001-$50,000 | |||||
Mid-Cap Growth | $10,001-$50,000 | |||||
Small-Cap Growth | $10,001-$50,000 | |||||
Prime Money Market | $10,001-$50,000 | |||||
Tax-Free Money Market | $1-$10,000 |
(1) |
Dollar range of shares owned in any Fund that is not identified in this table is None. |
ADVISER TO THE FUNDS
The Funds investment adviser is M&I Investment Management Corp., a Wisconsin corporation headquartered in Milwaukee, Wisconsin. The Adviser conducts investment research and makes investment decisions for the Funds, except for the International Stock Fund for which the Adviser performs oversight of the Funds Sub-Advisers as described below. The Adviser provides investment management services for investment companies, financial institutions, individuals, corporations and not-for-profit organizations, and is registered as an investment adviser with the SEC. The Adviser is a
B-51
wholly-owned subsidiary of Marshall & Ilsley Corporation (M&I Corp.), a bank holding company headquartered in Milwaukee, Wisconsin. The Adviser shall not be liable to the Corporation, the Funds, or any shareholder of the Funds for any losses that may be sustained in the purchase, holding, or sale of any security, or for anything done or omitted by it, except acts or omissions involving willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties imposed upon it by its contract with the Corporation. Because of the internal controls maintained by the Advisers affiliates to restrict the flow of non-public information, Fund investments are typically made without any knowledge of the lending relationships that affiliates of the Adviser may have.
As compensation for its advisory services under the investment advisory agreement with the Corporation, each of the Funds pays the Adviser, on a monthly basis, an annual management fee based on the percentage of the average daily net assets of the Fund (ADNA) as follows:
Fund |
Annual Fee as %
of ADNA |
|
Large-Cap Value Fund |
0.75 | |
Large-Cap Growth Fund |
0.75 | |
Mid-Cap Value Fund |
0.75 | |
Mid-Cap Growth Fund |
0.75 | |
Small-Cap Growth Fund |
1.00 | |
International Stock Fund |
1.00 | |
Aggregate Bond Fund |
0.40 | |
Government Income Fund |
0.40 (1) | |
Short-Intermediate Bond Fund |
0.40 (1) | |
Intermediate Tax-Free Fund |
0.60 | |
Short-Term Income Fund |
0.20 (1) | |
Prime Money Market Fund |
0.15 | |
Government Money Market Fund |
0.20 | |
Tax-Free Money Market Fund |
0.20 |
(1) |
On June 1, 2007, the Adviser reduced its management fee from 0.75% to 0.40% for the Government Income Fund from 0.60% to 0.40% for the Short-Intermediate Bond Fund and from 0.60% to 0.20% for the Short Term Income Fund. |
The Funds and the Adviser implemented an advisory fee reduction schedule for certain Funds as listed in the following table:
Annual Fee as % of 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 | ||||||||
Mid-Cap Value Fund |
0.75 | 0.74 | 0.70 | 0.65 | ||||||||
Mid-Cap Growth Fund |
0.75 | 0.74 | 0.70 | 0.65 | ||||||||
International Stock Fund |
1.00 | 0.99 | 0.95 | 0.90 | ||||||||
Aggregate Bond Fund |
0.40 | 0.39 | 0.30 | 0.25 | ||||||||
Government Income Fund |
0.40 | 0.39 | 0.30 | 0.25 | ||||||||
Short-Intermediate Bond Fund |
0.40 | 0.39 | 0.30 | 0.25 | ||||||||
Intermediate Tax-Free Fund |
0.60 | 0.59 | 0.50 | 0.45 | ||||||||
Short-Term Income Fund |
0.20 | 0.19 | 0.10 | 0.10 |
From time to time, the Adviser may voluntarily waive any portion of its management fee for a Fund.
B-52
For the fiscal periods ended August 31, 2007, 2006 and 2005, the Adviser was entitled to receive the following management fees and waived the indicated amounts:
Management Fee/
Management Fee Waived |
||||||||||
For the Fiscal Year Ended | ||||||||||
Fund |
2007 | 2006 | 2005 | |||||||
Large-Cap Value Fund |
$ | 2,661,851/$0 | $ | 2,508,368/$0 | $ | 2,666,696/$0 | ||||
Large-Cap Growth Fund |
$ | 1,848,264/$0 | $ | 1,787,019/$0 | $ | 1,930,378/$0 | ||||
Mid-Cap Value Fund |
$ | 4,770,202/$0 | $ | 4,965,264/$0 | $ | 4,248,462/$0 | ||||
Mid-Cap Growth Fund |
$ | 1,537,472/$0 | $ | 1,367,619/$0 | $ | 1,375,702/$0 | ||||
Small-Cap Growth Fund |
$ | 2,359,137/$0 | $ | 1,835,391/$0 | $ | 1,529,589/$0 | ||||
International Stock Fund |
$ | 5,004,824/$70,000 | $ | 3,904,696/$70,000 | $ | 4,562,375/$70,000 | ||||
Aggregate Bond Fund (1) |
$ | 192,629/$66,886 | N/A | N/A | ||||||
Government Income Fund (2) |
$ | 4,244,587/$683,551 | $ | 3,997,638/$533,018 | $ | 3,018,459/$402,461 | ||||
Short-Intermediate Bond Fund (2) |
$ | 3,822,019/$429,080 | $ | 3,999,383/$399,939 | $ | 3,807,479/$380,748 | ||||
Intermediate Tax-Free Fund |
$ | 486,531/$236,490 | $ | 505,355/$227,410 | $ | 556,270/$250,274 | ||||
Short-Term Income Fund (2) |
$ | 626,681/$387,958 | $ | 768,859/$435,687 | $ | 902,810/$511,591 | ||||
Prime Money Market Fund |
$ | 7,145,977/$833,309 | $ | 6,009,650/$1,602,573 | $ | 5,261,415/$1,403,044 | ||||
Government Money Market Fund |
$ | 548,242/$357,291 | $ | 383,530/$324,117 | $ | 362,066/$329,539 | ||||
Tax-Free Money Market Fund |
$ | 882,880/$575,799 | $ | 509,844/$330,543 | $ | 243,608/$172,527 | (3) |
(1) |
The fees paid by the Fund are for the period from June 1, 2007 the date on which the Fund began operations, to August 31, 2007, the end of the Funds fiscal year. |
(2) |
On June 1, 2007, the Adviser reduced its management fee from 0.75% to 0.40% for the Government Income Fund from 0.60% to 0.40% for the Short-Intermediate Bond Fund and from 0.60% to 0.20% for the Short Term Income Fund. The table does not reflect these changes in management fees for fiscal years 2006 and 2005. |
(3) |
The fees paid by the Fund are for the period from September 22, 2004, the date on which the Fund began operations, to August 31, 2005, the end of the Funds fiscal year. |
SUB-ADVISERS TO THE INTERNATIONAL STOCK FUND
Trilogy and Acadian are the sub-advisers to the International Stock Fund . It is the Advisers responsibility to select sub-advisers for the International Stock Fund that have distinguished themselves in their areas of expertise in asset management and to review each Sub-Advisers performance. The Adviser provides investment management evaluation services by performing initial due diligence on each Sub-Adviser and thereafter by monitoring the Sub-Advisers performance through quantitative and qualitative analysis, as well as periodic in-person, telephonic and written consultations. In evaluating the Sub-Advisers, the Adviser considers, among other factors, their level of expertise; relative performance and consistency of performance over a minimum period of time; level of adherence to investment discipline or philosophy; personnel, facilities and financial strength; and quality of service and client communications. The Adviser has the responsibility for communicating performance expectations and evaluations to the Sub-Advisers and ultimately recommending to the Corporations Board whether their sub-advisory agreements should be renewed, modified or terminated. The Adviser provides written reports to the Board regarding the results of its evaluation and monitoring functions. The Adviser is also responsible for conducting all operations of the International Stock Fund , except those operations contracted to the Sub-Advisers, the custodian, the transfer agent and the administrator. Although the Sub-Advisers activities are subject to oversight by the Board and officers of the Corporation, neither the Board, the officers, nor the Adviser evaluates the investment merits of the Sub-Advisers individual security selections. Trilogy and Acadian have complete discretion to purchase, manage and sell portfolio securities for their respective portfolios of the International Stock Fund , subject to the International Stock Fund s investment goal, policies and limitations.
B-53
For their respective services under the subadvisory agreements, (i) Trilogy receives a fee at the annual rate of 0.40% of the average daily net assets of the portion of the International Stock Fund s assets it manages and (ii) Acadian receives a fee at the annual rate of 0.55% of the average daily net assets of the portion of the International Stock Fund s assets it manages up to $100 million in net assets and 0.40% of the average daily net assets above $100 million. Trilogy and Acadian are paid by the Adviser and not by the International Stock Fund .
Trilogy provides portfolio management services for investment companies, corporations, trusts, estates, pension and profit sharing plans, individuals, and other institutions located principally in Canada and the United States, and is an investment adviser registered with the SEC. Trilogy is the successor to a Delaware limited liability partnership, BPI Global Asset Management LLP (BPI), which managed the Funds entire portfolio from 1999 until September 1, 2005. On August 15, 2005, shareholders approved a new subadvisory agreement between the Adviser and BPI together with a new subadvisory agreement between the Adviser and Acadian.
Acadian is a Delaware Limited Liability Company and an investment adviser registered with the SEC. It has been providing investment management services to corporations, pension and profit sharing plans, 401(k) and thrift plans, other institutions and individuals since 1986. Acadian is a wholly owned subsidiary of Old Mutual Asset Managers (US) LLC, a Delaware limited liability company and a wholly owned subsidiary of Old Mutual (US) Holdings Inc., a Delaware holding company. Old Mutual (US) Holdings Inc. is owned by OM Group (UK) Limited, a wholly owned subsidiary of Old Mutual plc, a financial services group based in the United Kingdom.
PORTFOLIO MANAGERS
Other Accounts Managed by Portfolio Managers of the Funds
As described in the Funds respective Prospectuses, each portfolio manager (except as noted below) listed in the following table is solely responsible for the day-to-day management of one or more portfolios of the Marshall Funds and is primarily responsible for the day-to-day management of the other accounts set forth in the following table. In the case of the Large-Cap Value Fund , Large-Cap Growth Fund, Mid-Cap Growth Fund and Intermediate Tax-Free Fund , each portfolio manager listed below is jointly responsible for the day-to-day management of the applicable Funds. In the case of the International Stock Fund , the portion of the portfolio sub-advised by Trilogy is jointly managed by three portfolio managers and the portion of the portfolio sub-advised by Acadian is jointly managed by two portfolio managers. Unless noted otherwise, none of the mutual fund clients listed in the table pays a performance-based fee to the Adviser or Sub-Advisers.
B-54
Other Accounts Managed by the Portfolio Managers
As of August 31, 2007
Other Registered
Investment Companies Managed by Portfolio Manager |
Other Pooled Investment Vehicles
Managed by Portfolio Manager |
Other Accounts Managed by
Portfolio Manager |
||||||||||||||||||||
Portfolio
|
Number |
Total
Assets ($) |
Number |
Total
Assets ($) |
Number
with Performance Based Fees |
Total Assets
of Pooled Investment Vehicles with Performance Based Fees ($) |
Number | Total Assets ($) |
Number with
Performance Based Fees |
Total Assets
of Accounts with Performance Based Fees ($) |
||||||||||||
Large-Cap Value Fund |
||||||||||||||||||||||
Daniel P. Brown |
0 | 0 | 3 | * | 67.5 million | 2 | 7.8 million | 962 | * | 801.6 million | 0 | 0 | ||||||||||
Robert G. Cummisford |
0 | 0 | 3 | * | 67.5 million | 2 | 7.8 million | 962 | * | 801.6 million | 0 | 0 | ||||||||||
Large-Cap Growth Fund (1) |
||||||||||||||||||||||
Alan K. Creech |
0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||
Robert G. Cummisford |
0 | 0 | 3 | * | 67.5 million | 2 | 7.8 million | 962 | * | 801.6 million | 0 | 0 | ||||||||||
Mid-Cap Value Fund |
||||||||||||||||||||||
Matthew B. Fahey |
0 | 0 | 0 | 0 | 0 | 0 | 109 | 66.8 million | 0 | 0 | ||||||||||||
Mid-Cap Growth Fund |
||||||||||||||||||||||
Kenneth S. Salmon |
0 | 0 | 0 | 0 | 0 | 0 | 80 | * | 46.0 million | 0 | 0 | |||||||||||
Patrick M. Gundlach (2) |
0 | 0 | 0 | 0 | 0 | 0 | 80 | * | 46.0 million | 0 | 0 | |||||||||||
Small-Cap Growth Fund |
||||||||||||||||||||||
Kenneth S. Salmon |
0 | 0 | 0 | 0 | 0 | 0 | 80 | * | 46.0 million | 0 | 0 | |||||||||||
Patrick M. Gundlach (2) |
0 | 0 | 0 | 0 | 0 | 0 | 80 | * | 46.0 million | 0 | 0 |
B-55
Other Registered
Investment Companies Managed by Portfolio Manager |
Other Pooled Investment Vehicles
Managed by Portfolio Manager |
Other Accounts Managed by
Portfolio Manager |
||||||||||||||||||||||
Portfolio Manager |
Number |
Total
Assets ($) |
Number |
Total
Assets ($) |
Number
with Performance Based Fees |
Total Assets of
Pooled Investment Vehicles with Performance Based Fees ($) |
Number | Total Assets ($) |
Number
with Performance Based Fees |
Total
Assets of Accounts with Performance Based Fees ($) |
||||||||||||||
International Stock Fund |
||||||||||||||||||||||||
William Sterling (Trilogy) |
0 | 0 | 10 | * | 1.7 billion | 0 | 0 | 64 | * | 12.0 billion | 0 | 0 | ||||||||||||
Robert Beckwitt (Trilogy) |
0 | 0 | 10 | * | 1.7 billion | 0 | 0 | 64 | * | 12.0 billion | 0 | 0 | ||||||||||||
Greg Gigliotti (Trilogy) |
0 | 0 | 10 | * | 1.7 billion | 0 | 0 | 64 | * | 12.0 billion | 0 | 0 | ||||||||||||
Brian K. Wolahan (Acadian) (3) |
13 | (3) | 6.5 billion | (4) | 59 | * | 14.0 billion | 8 | 1.5 billion | 179 | * | 58.7 billion | 32 | 16.8 billion | ||||||||||
Charles H. Wang (Acadian) (3) |
13 | (3) | 6.5 billion | (4) | 59 | * | 14.0 billion | 8 | 1.5 billion | 179 | * | 58.7 billion | 32 | 16.8 billion | ||||||||||
Aggregate Bond Fund |
||||||||||||||||||||||||
Jason D. Weiner |
0 | 0 | 0 | 0 | 0 | 0 | 38 | 805.0 million | 0 | 0 | ||||||||||||||
Government Income Fund |
||||||||||||||||||||||||
Jason D. Weiner |
0 | 0 | 0 | 0 | 0 | 0 | 38 | 805.0 million | 0 | 0 | ||||||||||||||
Short-Intermediate Bond Fund |
||||||||||||||||||||||||
Jason D. Weiner |
0 | 0 | 0 | 0 | 0 | 0 | 38 | 805.0 million | 0 | 0 |
B-56
* | Includes account(s) managed jointly with other portfolio manager(s). |
(1) |
Mr. Creech and Mr. Cummisford began co-managing the Large-Cap Growth Fund in March 2007. |
(2) |
Mr. Gundlach began co-managing the Mid-Cap Growth Fund and Small-Cap Growth Fund with Mr. Salmon in August 2007. |
(3) |
Acadians portfolio managers function as a team and are not segregated along product lines or by client type. A team of eleven portfolio managers works jointly on all accounts and the data shown in this table reflects firm-level numbers of accounts and assets under management segregated by investment vehicle type. |
(4) |
Two of the accounts, with total assets of $3.5 billion, pay a performance-based fee. |
(5) |
Mr. McAllister began co-managing the Intermediate Tax-Free Fund with Mr. Boritzke in August 2007. |
B-57
Conflicts of Interest
A conflict of interest may arise as a result of a portfolio manager being responsible for multiple accounts, including the Funds, which may have different investment guidelines and objectives. In addition to the Funds, these accounts may include other mutual funds managed on an advisory or subadvisory basis, separate accounts and collective trust accounts. An investment opportunity may be suitable for a Fund as well as for any of the other managed accounts. However, the investment may not be available in sufficient quantity for all of the accounts to participate fully. In addition, there may be limited opportunity to sell an investment held by a Fund and the other accounts. The other accounts may have similar investment objectives or strategies as the Funds, they may track the same benchmarks or indexes as the Funds track, and they may sell securities that are eligible to be held, sold or purchased by the Funds. A portfolio manager may be responsible for accounts that have different advisory fee schedules, which may create the incentive for the portfolio manager to favor one account over another in terms of access to investment opportunities. A portfolio manager may also manage accounts whose investment objectives and policies differ from those of the Funds, which may cause the portfolio manager to effect trading in one account that may have an adverse affect on the value of the holdings within another account, including a Fund.
To address and manage these potential conflicts of interest, each of the Adviser, Acadian and Trilogy has adopted compliance policies and procedures to allocate investment opportunities and to ensure that each of their clients is treated on a fair and equitable basis. Such policies and procedures include, but are not limited to, trade allocation and trade aggregation policies, cross trading policies, portfolio manager assignment practices and oversight by investment management and/or compliance departments.
Compensation of Portfolio Managers
Adviser
Compensation for the Advisers portfolio managers generally consists of a base salary, a performance bonus and an annual incentive bonus. A portfolio managers base salary is generally a fixed amount based on his or her level of experience and responsibilities in accordance with industry standards and competitive factors. A portfolio managers performance bonus is determined primarily in relation to the pre-tax investment performance of the accounts, including the Funds, under his or her management. Performance is measured relative to the long- and short-term performance of an index assigned to each Fund and account, measured on a one- and three-year basis, with greater weight given to long-term performance. With respect to the portion of compensation received for managing the Funds, each portfolio managers performance is measured against the index set forth in the following table:
Fund |
Index |
|
Marshall Large-Cap Value Fund | Lipper Large Cap Value Funds Index | |
Marshall Large-Cap Growth Fund | Lipper Large-Cap Growth Funds Index | |
Marshall Mid-Cap Value Fund | Lipper Mid-Cap Value Funds Index | |
Marshall Mid-Cap Growth Fund | Lipper Mid-Cap Growth Funds Index | |
Marshall Small-Cap Growth Fund | Lipper Small-Cap Growth Funds Index | |
Marshall Aggregate Bond Fund | Lipper Intermediate Investment Grade Debt Funds Index | |
Marshall Government Income Fund | Lipper U.S. Mortgage Funds Index | |
Marshall Short-Intermediate Bond Fund | Lipper Short/Intermediate Investment Grade Debt Funds Index | |
Marshall Intermediate Tax-Free Fund | Lipper Intermediate Municipal Debt Funds Index | |
Marshall Short-Term Income Fund | Lipper Short-Term Investment Grade Debt Funds Index | |
Marshall Prime Money Market Fund | Lipper Money Market Funds Index | |
Marshall Government Money Market Fund | Lipper U.S. Government Money Market Funds Index | |
Marshall Tax-Free Money Market Fund | Lipper Tax Exempt Money Market Fund Index |
B-58
In addition, portfolio managers are eligible to participate in a bonus pool, which is based on the percentage of revenues generated by the assets managed by the Adviser. Payments under the bonus pool are discretionary as determined by the Advisers Chief Investment Officer and Director of Equity Research or Director of Fixed Income Research, as applicable. The Chief Investment Officer may also authorize additional incentive compensation to certain portfolio managers who provide significant assistance to the Adviser in creating new institutional investor relationships. In order to attract and retain experienced and talented individuals, the Adviser also may offer certain portfolio managers stock options in Marshall & Ilsley Corporation, the Advisers parent company, and/or certain perquisites, such as reimbursement of club membership dues. Portfolio managers are also eligible to participate in broad-based plans offered generally to the Advisers employees, including broad-based retirement, 401(k), health and other employee benefit plans.
Acadian
Compensation for Acadians investment professionals is not tied to the performance of a specific portfolio but is reflective of each individuals contribution to the investment team as a whole. Investment professionals at Acadian receive a fixed base salary, discretionary bonus, deferred compensation and a benefits package. Acadian designs a portfolio managers base salary to be competitive in light of the individuals experience and responsibilities. Acadian management uses compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.
Overall firm profitability, including the profitability of Acadians parent company, Old Mutual Asset Managers LLC, determines the total amount of incentive compensation pool that is available for investment professionals, and individual compensation is determined through a subjective process that evaluates numerous qualitative and quantitative factors. Acadians investment professionals are rewarded based on the extent to which client objectives are met (in terms of Acadians performance and other goals as well as clients service expectations), teamwork, contributions of investment ideas, leadership and overall success of the firm and the investment products. Not all of these factors will be applicable to each investment professional and there is no particular weighting or formula for considering the factors.
Most Acadian portfolio managers participate in a long-term incentive plan. Participation is in the form of stock appreciation rights. The value of the shares in the pool is based upon a 20% share in Acadians growth in profitability over a period of time. Eligibility is based on an individuals level of contribution to the firms objectives and his or her tenure with the firm.
Portfolio managers are also eligible to participate in broad-based plans offered generally to the firms employees, including broad-based retirement, 401(k), health and other employee benefit plans.
Trilogy
The primary elements of total compensation for Trilogy portfolio managers are a base salary and a variable annual performance cash incentive award. In addition, long term non-cash incentives such as equity ownership and stock options may be awarded from time to time. Furthermore, each senior portfolio manager is an equity stakeholder with Trilogy, which ensures minimal turnover and full participation in the success of the business. The base salary portion of total compensation for portfolio managers represents a relatively small portion of total compensation for the portfolio managers. Compensation is structured in this way to create strong incentives for overall portfolio manager performance.
For Trilogy, the portfolio manager compensation is comprised of a fixed base salary and a variable annual performance cash incentive award. A portfolio managers base salary is determined by the managers experience and performance in the role. The portfolio managers bonus is determined by the Trilogy Compensation Committee and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. The factors used by Trilogys Compensation Committee include, among others, individual performance, attainment of specified goals, teamwork, success of investment ideas, leadership and the success of the firm and its investment products. The Trilogy Compensation Committee evaluates competitive market compensation by reviewing
B-59
compensation survey results conducted by an independent third-party industry compensation consultant. No material differences exist between the compensation structure that exists for portfolio managers responsible for mutual fund accounts and that of portfolio managers responsible for other types of accounts.
Ownership of Fund Shares by Portfolio Managers
As of August 31, 2007, the portfolio managers beneficially owned shares of the Funds they manage having a value within the range shown below:
Fund/Portfolio Manager |
Dollar Range of Shares
Owned |
||
Large-Cap Value Fund |
|||
Daniel P. Brown |
$ | 10,001 - $50,000 | |
Robert G. Cummisford |
$ | 100,001 - $500,000 | |
Large-Cap Growth Fund (1) |
|||
Alan K. Creech |
$ | 50,001 - $100,000 | |
Robert G. Cummisford |
$ | 1 - $10,000 | |
Mid-Cap Value Fund |
|||
Matthew B. Fahey |
$ | 10,001 - $50,000 | |
Mid-Cap Growth Fund |
|||
Kenneth S. Salmon |
$ | 50,001 - $100,000 | |
Patrick M. Gundlach (2) |
$ | 10,001 - $50,000 | |
Small-Cap Growth Fund |
|||
Kenneth S. Salmon |
$ | 1 - $10,000 | |
Patrick M. Gundlach |
$ | 10,001 - $50,000 | |
International Stock Fund |
|||
William Sterling (Trilogy) |
None | ||
Robert Beckwitt (Trilogy) |
None | ||
Greg Gigliotti (Trilogy) |
None | ||
Brian K. Wolahan (Acadian) |
None | ||
Charles H. Wang (Acadian) |
None | ||
Aggregate Bond Fund |
|||
Jason D. Weiner |
None | ||
Government Income Fund |
|||
Jason D. Weiner |
None | ||
Short-Intermediate Bond Fund |
|||
Jason D. Weiner |
None | ||
Intermediate Tax-Free Fund |
|||
John D. Boritzke |
None | ||
Duane A. McAllister (3) |
None | ||
Short-Term Income Fund |
|||
Richard M. Rokus |
None |
(1) |
Mr. Creech and Mr. Cummisford began co-managing the Large-Cap Growth fund in March 2007. |
(2) |
Mr. Gundlach began co-managing the Mid-Cap Growth Fund with Mr. Salmon in August 2007. |
(3) |
Mr. McAllister began co-managing the Intermediate Tax Free Fund with Mr. Boritzke in August 2007. |
B-60
VOTING PROXIES ON FUND PORTFOLIO SECURITIES
The Board has delegated the authority to vote proxies relating to the securities held in the Funds portfolios to the Adviser and, in the case of the International Stock Fund , has authorized the Adviser to delegate its authority to vote proxies to the Sub-Advisers on behalf of the Funds. Due to the Funds proposed investments in fixed income securities, the Adviser does not anticipate voting proxies on behalf of the Income Funds or Money Market Funds .
Advisers Proxy Voting Policies and Procedures
Proxy Voting Policies
The Advisers general policy is to cast proxy votes in a manner that, in the best judgment of the Adviser, is in the best economic interests of the Advisers clients with respect to the potential economic return on the clients investments. Generally, this will mean voting for proposals that the Adviser believes will improve the management of a company; increase the rights or preferences of the voted securities; and/or increase the chance that a premium offer would be made for the company or for the voted securities.
The following examples illustrate how these general policies may apply to proposals submitted to a companys shareholders for vote. However, whether the Adviser supports or opposes a proposal will always depend on the specific circumstances described in the proxy statement and other available information.
On routine matters, generally the Adviser will vote in accordance with the recommendation of the issuers board of directors. Routine matters include, but are not limited to, proposals to approve independent auditors; election of directors in uncontested elections; increases in authorized common shares for stock dividends, stock splits or general issuance, unless proposed as an anti-takeover action; share repurchase programs that institute or renew open market share repurchase programs in which all shareholders may participate on equal terms; and compensation or salary levels for employees and/or directors that appear to be consistent with standard business practices, such as bonus plans, incentive plans, stock option plans, pension and retirement benefits, stock purchase plans, or thrift plans, except that the Adviser will require management to provide substantial justification for repricing of options in order to vote for such proposal.
On matters of corporate governance, generally the Adviser will vote for proposals to permit a simple majority of shareholders to approve acquisitions of a controlling interest of issuers; eliminate classified or staggered boards of directors; eliminate cumulative voting and preemptive rights; and proposals to opt-out of state takeover statutes. The Adviser will generally vote against the adoption of super-majority voting provisions that require greater than a two-thirds shareholder approval to change the corporate charter or bylaws or to approve mergers and acquisitions; fair price amendments that are linked to a super-majority provision and do not permit a takeover unless an arbitrary fair price is offered to all shareholders; proposals that would create different classes of stock with unequal voting rights, such as dual class exchange offers and dual class recapitalizations; and proposals that do not allow replacement of existing members of the board of directors.
On matters relating to corporate transactions, the Adviser will vote proxies relating to proposed mergers, capital reorganizations, and similar transactions in accordance with the general policy, based upon its analysis of the proposed transaction.
In addition, the Adviser will not vote if it determines that the consequences or costs outweigh the potential benefit of voting.
B-61
Proxy Voting Procedures
The Trust Investment Committee, comprised of the members of the Adviser and M&I Trust, has appointed a Proxy Officer who has the authority to vote proxies pursuant to the proxy voting policy. The Proxy Officer will direct proposals that he or she is unable to determine how to vote or where there has been a recommendation not to vote in accordance with a predetermined policy to the Proxy Voting Committee of M&I Trust. The Proxy Voting Committee may refer any matter that it is uncertain how to vote to the Trust Investment Committee for a final decision.
The Advisers proxy voting procedures permit the Proxy Voting Committee to develop and revise further procedures to assist the Adviser in the voting of proxies, which may include the use of a third party vendor for purposes of recommendations on particular shareholder votes being solicited or for the voting of proxies, or to override the directions provided in such guidelines, whenever necessary to comply with the proxy voting policies.
Conflicts of Interest
The Adviser addresses potential material conflicts of interest by having a predetermined voting policy. For those proposals that require case-by-case determinations, or in instances where special circumstances may require varying from the predetermined policy, the Proxy Officer will determine the vote in the best interests of the Advisers clients, without consideration of any benefit to the Adviser, its affiliates, its employees, its other clients, customers, service providers or any other party.
Acadians Proxy Voting Policies and Procedures
Proxy Voting Policies
When voting proxies on behalf of its clients, Acadian assumes a fiduciary responsibility to vote in its clients best interests. Acadian has retained Institutional Shareholder Services (ISS) to research and vote proxies on behalf of its clients, subject to ongoing supervision and in accordance with policies and procedures negotiated and agreed to between Acadian and ISS. Generally, ISS proxy voting policies are as follows:
|
Management Proposals On proposals introduced by company management, ISS will generally vote in accordance with managements recommendations on proposals involving uncontested election of directors, approval of independent auditors, executive compensation plans, routine corporate structure, share issuance, allocations of income, script dividend proposals, increases in capital or par value and share repurchase plans. |
|
Shareholder Proposals Proxies will generally be voted with management in opposition to shareholder resolutions which could negatively impact the companys ability to conduct business and voted in favor of shareholder initiatives concerning the maximization of shareholder value. |
|
Non-routine proposals Non-routine proposals are examined on a case-by-case basis and a variety of issues are considered including the benefits to shareholders existing and future earnings, preservation of shareholder value, financial terms of the transaction and the strategic rationale for the proposal. Examples of non-routine proposals are reorganizations or restructurings, amendments to Articles of Association, Non-Executive Director Compensation Proposals, increased borrowing power and debt issuance requests. |
Acadian reserves the right to override ISS vote recommendations if it believes that changing the vote is in the best interest of its clients. Overrides must be approved by an executive officer of Acadian and documented, including the reasons for voting against the ISS recommendation.
B-62
Conflicts of Interest
Occasions may arise during the voting process in which the best interests of clients conflicts with Acadians interests. In these situations ISS will continue to follow the same predetermined guidelines as formally agreed upon between Acadian and ISS before such conflict of interest existed. Conflicts of interest generally include (i) business relationships where Acadian has a substantial business relationship with, or is actively soliciting business from, a company soliciting proxies, or (ii) personal or family relationships whereby an employee of Acadian has a family member or other personal relationship that is affiliated with a company soliciting proxies, such as a spouse who serves as a director of a public company. A conflict could also exist if a substantial business relationship exists with a proponent or opponent of a particular initiative.
If Acadian learns that a conflict of interest exists, the Acadian Proxy Coordinator will prepare a report to the Acadian Compliance Committee that identifies (i) the details of the conflict of interest, (ii) whether or not the conflict is material, and (iii) procedures to ensure that Acadian makes proxy voting decisions based on the best interests of clients. If Acadian determines that a material conflict exists, it will defer to ISS to vote the proxy in accordance with the predetermined voting policy.
Trilogys Proxy Voting Policies and Procedures
As a matter of policy and as a fiduciary to its clients, Trilogy has responsibility for the voting of proxies for portfolio securities consistent with the best economic interests of the clients. The guiding principal by which Trilogy votes on all matters submitted for vote is the maximization of the ultimate economic value of a clients holdings. Trilogy has engaged ISS to vote its proxies and to provide research concerning matters contained in the proxies. ISS ensures that each proposal regarding stocks held in the portfolio of the International Stock Fund managed by Trilogy is voted in the best interests of its shareholders.
In general, Trilogy will oppose shareholder proposals that do not appear reasonably likely to enhance the economic returns or profitability of the portfolio company or to maximize shareholder value. Trilogys policy is to generally support cumulative voting, shareholders rights and appointment of independent auditors. Other matters coming before shareholders are voted upon, after due consideration, in the manner considered to best enhance shareholder value. Issuers proxies most frequently contain proposals to elect corporate directors, to appoint external auditors and set their compensation, to adopt or amend management compensation plans, and to amend the capitalization of the company. Through ISS recommendations, Trilogy generally supports these proposals through the exercise of votes on these issues. Other issues, including those business issues specific to the issuer or those raised by shareholders of the issuer, are addressed on a case-by-case basis by ISS with a focus on the potential impact of the vote on shareholder value.
The administration of Trilogys proxy policy is governed by its Proxy Policy Committee. In order to avoid inherent conflicts of interest, Trilogy generally votes its proxies in accordance with the ISS recommendation. In the case where a member of the investment team wishes to vote against the ISS recommendation, the matter is brought to the Trilogy Proxy Policy Committee which decides the matter. Trilogy reserves the right to abstain on any particular vote or otherwise withhold its vote on any matter if the costs associated with voting such proxy outweigh the benefits to clients or circumstances make such an abstention or withholding in the best interests of the clients.
Proxy Voting Record
Each Funds proxy voting record for the most recent 12-month period ended June 30 is available without charge, either upon request, by calling toll free, 1-800-236-FUND (3863), or by accessing the SECs website at http://www.sec.gov .
B-63
PORTFOLIO HOLDINGS DISCLOSURE POLICY
The Funds do not provide or permit others to provide information about the Funds portfolio holdings to any third party on a selective basis, except as permitted by the Corporations policy regarding disclosure of portfolio holdings (Disclosure Policy). This Disclosure Policy also applies to the Adviser, Sub-Advisers and M&I Trust. Pursuant to the Disclosure Policy, the Corporation may disclose information about the Funds portfolio holdings only in the following circumstances:
|
As required by SEC regulations, the Corporation will disclose the portfolio holdings of each Fund as of the end of the first and third fiscal quarters by filing Form N-Q with the SEC and as of the end of the second and fourth fiscal quarters by filing Form N-CSR with the SEC; |
|
The Adviser or a Sub-Adviser may disclose Fund portfolio holdings in regulatory filings and, from time to time, to the Funds service providers, including the administrator, sub-administrator, custodians, fund accountant, transfer agent, independent accountant, legal counsel and financial printer (currently RR Donnelley), in connection with the fulfillment of their duties to the Funds and the Corporation; |
|
The Funds portfolio holdings as of each month end are disclosed on the Funds website at http://www.marshallfunds.com no earlier than five days after month end; |
|
The Funds portfolio holdings as of each month end are disclosed to certain approved institutional databases following the posting of the holdings on the Funds website as described above; |
|
Portfolio holdings of the Funds as of a particular month end may be provided to portfolio managers of M&I Trust in connection with presentations to M&I Trusts existing clients. |
The Corporation is prohibited from entering into any other arrangements to disclose information regarding the Funds portfolio securities prior to public availability without prior approval of the Board. Third parties who receive portfolio holdings information are subject to restrictions by contract or by law which prohibit the disclosure or misuse of the holdings information to ensure that the information remains confidential. No compensation or other consideration may be received by the Funds, the Adviser, Sub-Advisers or M&I Trust in connection with the disclosure of portfolio holdings in accordance with this policy. The Funds Chief Compliance Officer monitors compliance with the Disclosure Policy and reports any violations to the Board.
The Board will review any disclosures of Fund portfolio holdings outside of the permitted disclosures described above on a quarterly basis to ensure that disclosure of information about portfolio holdings is in the best interest of Fund shareholders and to address any conflicts between the interests of Fund shareholders and those of the Adviser or any other Fund affiliate.
BROKERAGE TRANSACTIONS
As used in this section, the term Adviser means Adviser or Sub-Adviser, as applicable.
The Adviser is responsible for decisions to buy and sell securities for the Funds and for the placement of the Funds securities business, the negotiation of the charges to be paid on such transactions, and the allocation of portfolio brokerage and principal business. Trades may be done with brokers, dealers and, on occasion, issuers. Remuneration for trades may include commissions, commission-equivalent charges, dealer spreads, mark-ups and mark-downs.
In executing transactions on behalf of the Funds, the Adviser has no obligation to deal with any particular broker or dealer. Rather, the Adviser seeks to obtain the best qualitative execution. The best net price is an important factor, but the Adviser also considers the full range and quality of a brokers services, as described below. Recognizing the value of the range of services, the Funds may not pay the lowest commission or spread available on any particular transaction.
B-64
Section 28(e) of the Securities Exchange Act of 1934, as amended (Section 28(e)), permits an investment advisor, under certain circumstances, to cause an account to pay a broker who supplies brokerage and research services a commission or commission-equivalent charge for effecting a transaction in excess of the amount of commission another broker would have charged for effecting the transaction. Brokerage and research services include:
|
furnishing advice as to the value of securities, the advisability of investing, purchasing, or selling securities, and the availability of securities or purchasers or sellers of securities; |
|
furnishing analyses and reports concerning issuers, industries, sectors, securities, economic factors and trends, portfolio strategy and the performance of accounts; and |
|
effecting securities transactions and performing functions incidental thereto (such as clearance, settlement and custody). |
In selecting brokers, the Adviser considers quality of investment research and brokerage services; communication of such information; trade execution pricing, capability and efficiency; and the appropriateness of the commission rate. Investment research services utilized by the Adviser include economic forecasts, industry analysis, individual company or issuer analysis and opinion, and investment strategy. In ensuring that the commission to be paid is fair compensation for the nature of the trade and the quality of the execution provided by the broker/dealer, the Adviser considers the commission rates paid by investment institutions of similar size. While the Adviser negotiates similar commission rates with all brokers and dealers, if the Adviser believes favorable prices and efficient execution is available from more than one broker or dealer, the Adviser may give consideration to placing trades with those brokers or dealers who furnish investment research and other brokerage services.
The Adviser places portfolio transactions for other advisory accounts in addition to the Funds. Research services furnished by firms through which the Funds effect their securities transactions may be used by the Adviser in servicing all of their accounts; that is, not all of such services may be used by the Adviser in connection with the Funds. The Adviser believes it is not possible to measure separately the benefits from research services received by each of the accounts (including the Funds) managed by them. Because the volume and nature of the trading activities of the accounts are not uniform, the amount of commissions in excess of those charged by another broker (if any) paid by each account for brokerage and research services will vary. The Adviser believes any such costs to the Funds, however, will not be disproportionate to the benefits received by the Funds on a continuing basis and, to the extent that receipt of these services may supplant services for which the Adviser might otherwise have paid, it would tend to reduce their expenses.
The following table shows aggregate total commissions paid by each Fund to brokers that provide brokerage and research services to the Adviser and/or Sub-Advisers and the aggregate principal value of the transactions for the fiscal year ended August 31, 2007:
Fund |
Brokerage Commissions Paid to
Brokers Who Provide Brokerage and Research Services |
Principal Value of Transactions | ||||
Large-Cap Value Fund |
$ | 24,587 | $ | 212,105,081 | ||
Large-Cap Growth Fund |
$ | 106,876 | $ | 230,100,972 | ||
Mid-Cap Value Fund |
$ | 691,420 | $ | 491,967,652 | ||
Mid-Cap Growth Fund |
$ | 523,131 | $ | 337,559,264 | ||
Small-Cap Growth Fund |
$ | 1,225,493 | $ | 538,479,665 | ||
International Stock Fund |
N/A | N/A | ||||
Aggregate Bond Fund |
N/A | N/A | ||||
Government Income Fund |
N/A | N/A | ||||
Short-Intermediate Bond Fund |
N/A | N/A | ||||
Intermediate Tax-Free Fund |
N/A | N/A | ||||
Short-Term Income Fund |
N/A | N/A | ||||
Prime Money Market Fund |
N/A | N/A | ||||
Government Money Market Fund |
N/A | N/A | ||||
Tax-Free Money Market Fund |
N/A | N/A |
N/A - Not applicable
B-65
The Adviser generally seeks to allocate portfolio transactions equitably whenever concurrent decisions are made to purchase or sell securities by the Funds and other advisory accounts. There can be no assurance that a particular purchase or sale opportunity will be allocated to a Fund. In making allocations between the Funds and between a Fund and other advisory accounts, certain factors considered by the Adviser are the respective investment objectives, the relative size of portfolio holdings of the same or comparable securities, the availability of cash for investment, and the size of investment commitments generally held.
For the fiscal years ended August 31, 2007, 2006 and 2005, the Funds paid the following brokerage commissions:
Brokerage Commissions Paid | |||||||||
For the fiscal year ended
August 31 |
|||||||||
Fund |
2007 | 2006 | 2005 | ||||||
Large-Cap Value Fund |
$ | 266,008 | $ | 657,570 | $ | 772,690 | |||
Large-Cap Growth Fund |
$ | 305,641 | $ | 532,122 | $ | 561,633 | |||
Mid-Cap Value Fund |
$ | 1,035,841 | $ | 1,288,206 | $ | 828,338 | |||
Mid-Cap Growth Fund |
$ | 835,460 | $ | 690,031 | $ | 1,048,632 | |||
Small-Cap Growth Fund |
$ | 1,685,455 | $ | 1,392,273 | $ | 1,724,780 | |||
International Stock Fund |
$ | 991,149 | $ | 1,093,676 | $ | 1,046,307 | |||
Aggregate Bond Fund |
N/A | N/A | N/A | ||||||
Government Income Fund |
N/A | N/A | N/A | ||||||
Short-Intermediate Bond Fund |
N/A | N/A | N/A | ||||||
Intermediate Tax-Free Fund |
N/A | N/A | N/A | ||||||
Short-Term Income Fund |
$ | 7,920 | $ | 3,247 | N/A | ||||
Prime Money Market Fund |
N/A | N/A | N/A | ||||||
Government Money Market Fund |
N/A | N/A | N/A | ||||||
Tax-Free Money Market Fund |
N/A | N/A | N/A |
N/A - Not applicable
Unless otherwise noted below, during the fiscal year ended August 31, 2007, the Funds did not acquire securities of their regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act).
Fund |
Regular Broker or Dealer (or Parent) Issuer |
Value of Securities
Owned (as of 8/31/07) (000s omitted) |
||
Large Cap Value |
Goldman Sachs Group, Inc. | 3,696 | ||
Lehman Brothers Holdings, Inc. | 6,020 | |||
Merrill Lynch & Co., Inc. | 7,775 | |||
Morgan Stanley | 7,403 | |||
Bank of America Corp. | 8,291 | |||
Citigroup, Inc. | 7,941 | |||
JP Morgan Chase and Co. | 3,197 | |||
Large Cap Growth |
Merrill Lynch & Co., Inc. | 3,685 | ||
Morgan Stanley | 1,709 | |||
The Charles Schwab Corp. | 2,574 | |||
Mid-Cap Growth |
GFI Group, Inc. | 1,761 | ||
Small Cap Growth |
GFI Group, Inc. | 2,324 |
B-66
Fund |
Regular Broker or Dealer (or Parent) Issuer |
Value of Securities
Owned (as of 8/31/07) (000s omitted) |
||
Aggregate Bond |
Bank of America Corp. | 2,023 | ||
Citigroup, Inc. | 3,042 | |||
Lehman Brothers Holdings, Inc. | 6,769 | |||
Morgan Stanley | 2,946 | |||
Countrywide Financial Corp. | 1,881 | |||
Government Income |
SunTrust Bank | 4,995 | ||
Bear Stearns Co., Inc. | 5,599 | |||
Goldman Sachs Group, Inc. | 9,960 | |||
Countrywide Financial Corp. | 4,844 | |||
Short-Intermediate Bond |
SunTrust Bank | 4,995 | ||
U.S. Bank, NA | 9,892 | |||
UBS AG | 7,666 | |||
Bear Stearns Co., Inc. | 14,366 | |||
Citigroup, Inc. | 12,173 | |||
Lehman Brothers Holdings, Inc. | 13,714 | |||
Morgan Stanley | 9,819 | |||
Countrywide Financial Corp. | 4,703 | |||
Short-Term Income |
Bank of America Corp. | 1,472 | ||
JP Morgan Chase and Co. | 1,460 | |||
Merrill Lynch & Co. | 1,375 | |||
Morgan Stanley | 1,487 | |||
Prime Money Market |
JP Morgan Chase and Co. | 134,262 | ||
SunTrust Bank | 50,034 | |||
Bank of America Corp. | 100,000 | |||
Bear Stearns Co., Inc. | 100,000 | |||
Goldman Sachs Group, Inc. | 150,007 | |||
Lehman Brothers Holdings, Inc. | 100,000 | |||
Merrill Lynch & Co., Inc. | 109,011 | |||
Wachovia Capital Markets, LLC | 65,000 | |||
Morgan Stanley | 46,000 | |||
Government Money Market |
Barclays Capital, Inc. | 65,000 | ||
Deutsche Bank Alex Brown, Inc. | 75,000 | |||
Morgan Stanley | 37,000 | |||
Tax-Free Money Market |
Deutsche Bank Alex Brown, Inc. | 16,815 | ||
Lehman Brothers Holdings, Inc. | 31,370 | |||
JP Morgan Chase and Co. | 28,745 | |||
ABN AMRO | 2,000 |
CODE OF ETHICS RESTRICTIONS ON PERSONAL TRADING
As required by SEC rules, the Funds, the Adviser, Trilogy, Acadian and the Distributor have adopted codes of ethics. These codes govern securities trading activities of investment personnel, Fund directors and certain other employees (Access Persons). Although the codes permit Access Persons to trade in securities, including those that the Funds could buy, they also contain significant safeguards designed to protect the Funds and their shareholders from abuses in this area, such as requirements to obtain prior approval for, and to report, particular transactions.
B-67
ADMINISTRATOR
M&I Trust is the administrator of the Funds. M&I Trust is entitled to receive fees from each of the EQUITY FUNDS and INCOME FUNDS at the following annual rates as a percentage of the Funds ADNA:
Fee |
ADNA |
|||
0.0925% |
on the first $250 million | |||
0.0850% |
on the next $250 million | |||
0.0800% |
on the next $200 million | |||
0.0400% |
on the next $100 million | |||
0.0200% |
on the next $200 million | |||
0.0100% |
on assets in excess of $1.0 billion |
M&I Trust, as administrator, is entitled to receive fees from the MONEY MARKET FUNDS at the following annual rates based on the aggregate ADNA of the MONEY MARKET FUNDS combined:
Fee |
Combined ADNA |
|||
0.100% |
on the first $250 million | |||
0.095% |
on the next $250 million | |||
0.080% |
on the next $250 million | |||
0.060% |
on the next $250 million | |||
0.040% |
on the next $500 million | |||
0.020% |
on assets in excess of $1.5 billion |
The aggregate fees paid by the Money Market Funds are allocated to each Fund based on its assets.
For the fiscal periods ended August 31, 2007, 2006 and 2005, the administrator was paid (net of waivers) the following fees:
Administrative Fee Paid | |||||||||||
For the fiscal year ended
August 31 |
|||||||||||
Fund |
2007 | 2006 | 2005 | ||||||||
Large-Cap Value Fund |
$ | 327,886 | (1) | $ | 330,227 | $ | 335,408 | ||||
Large-Cap Growth Fund |
$ | 235,073 | (1) | $ | 238,269 | $ | 248,584 | ||||
Mid-Cap Value Fund |
$ | 560,031 | (1) | $ | 617,128 | $ | 515,703 | ||||
Mid-Cap Growth Fund |
$ | 195,956 | (1) | $ | 182,349 | $ | 177,475 | ||||
Small-Cap Growth Fund |
$ | 225,019 | (1) | $ | 183,539 | $ | 147,770 | ||||
International Stock Fund |
$ | 451,075 | (1) | $ | 384,320 | $ | 423,081 | ||||
Aggregate Bond Fund |
$ | 47,565 | (1)(2) | N/A | N/A | ||||||
Government Income Fund |
$ | 568,394 | (1) | $ | 513,619 | $ | 374,950 | ||||
Short-Intermediate Bond Fund |
$ | 598,593 | (1) | $ | 620,751 | $ | 570,198 | ||||
Intermediate Tax-Free Fund |
$ | 77,045 | (1) | $ | 84,226 | $ | 89,673 | ||||
Short-Term Income Fund |
$ | 119,963 | (1) | $ | 128,143 | $ | 145,612 | ||||
Prime Money Market Fund |
$ | 1,563,767 | $ | 1,465,024 | $ | 1,356,392 | |||||
Government Money Market Fund |
$ | 90,875 | $ | 70,112 | $ | 70,013 | |||||
Tax-Free Money Market Fund |
$ | 145,501 | $ | 92,988 | $ | 46,995 | (3) |
N/A - Not applicable
(1) |
Fees for the Equity Funds and Income Funds for fiscal 2007 were: |
Maximum Fee |
Funds ADNA |
|||
0.100% |
on the first $250 million | |||
0.095% |
on the next $250 million | |||
0.080% |
on the next $250 million | |||
0.060% |
on the next $250 million | |||
0.040% |
on the next $500 million | |||
0.020% |
on assets in excess of $1.5 billion |
B-68
(2) |
The fees paid by the Fund are for the period from June 1, 2007, the date on which the Fund began operations, to August 31, 2007, the end of the Funds fiscal year. |
(3) |
The fees paid by the Fund are for the period from September 22, 2004, the date on which the Fund began operations, to August 31, 2005, the end of the Funds fiscal year. |
The administrator may choose voluntarily to reimburse a portion of its fee at any time.
The functions performed by the administrator include, but are not limited, to the following:
|
preparation, filing and maintenance of the Corporations governing documents, minutes of Board meetings and shareholder meetings; |
|
preparation and filing with the SEC and state regulatory authorities, the Corporations registration statement and all amendments, and any other documents required for the Funds to make a continuous offering of their shares; |
|
preparation, negotiation and administration of contracts on behalf of a Fund; |
|
supervision of the preparation of financial reports; |
|
preparation and filing of federal and state tax returns; |
|
assistance with the design, development and operation of a Fund; and |
|
provision of advice to the Funds and the Board. |
SUB-ADMINISTRATOR
UMBFS is the Funds sub-administrator pursuant to the Sub-Administration Agreement with the administrator. Under the Sub-Administration Agreement, the functions performed by UMBFS include and relate to, but are not limited to, the following:
|
review and filing with the SEC and state regulatory authorities of the Corporations registration statement and all amendments, and any other documents required for the Funds to make a continuous offering of their shares; |
|
drafting and reviewing of the Funds annual and semi-annual reports; |
|
various services relating to the shareholder and Board meetings, such as preparing and obtaining executed authorized signatures, attendance at Board meetings and drafting of proxy materials; |
|
obtaining CUSIPS, NASDAQ symbols, and IRS tax identification numbers; |
|
coordination and facilitation of external audits by the Corporations independent auditors and regulatory examinations of the Corporation; |
|
follow-up on any issues surrounding reporting of performance for the Funds; and |
|
preparation of the Corporations tax returns. |
B-69
For its services, UMBFS is entitled to receive from the administrator with respect to each of the Funds (other than the Money Market Funds ), in addition to a monthly multi-class fee of $200 per class and out-of-pocket expenses, fees at the following annual rates as a percentage of the Funds ADNA:
ADNA |
Fee (Domestic Funds) |
Fee (International Funds) |
||
Up to $200 million |
0.0090% | 0.0300% | ||
Next $200 million |
0.0085 | 0.0250 | ||
Next $200 million |
0.0075 | 0.0200 | ||
Next $200 million |
0.0065 | 0.0175 | ||
Next $200 million |
0.0055 | 0.0150 | ||
Next $200 million |
0.0045 | 0.0125 | ||
Over $1.2 billion |
0.0035 | 0.0100 |
With respect to the Money Market Funds , UMBFS receives from the administrator, in addition to a monthly multi-class fee of $200 per class and out-of-pocket expenses, fees at the following annual rate as a percentage of the Funds ADNA:
ADNA |
Fee |
|||
Up to $250 million |
0.0055% | |||
Next $250 million |
0.0050 | |||
Next $250 million |
0.0045 | |||
Over $750 million |
0.0030 |
For the fiscal periods ended August 31, 2007, 2006 and 2005, the administrator paid UMBFS $668,172 $573,754
SECURITIES LENDING
The Funds pay a portion of the net revenue earned on securities lending activities to M&I Trust for its services as a securities lending agent. The following amounts were paid for the fiscal year ended August 31, 2007:
Fund |
Securities Lending
Fees Paid |
||
Large-Cap Value Fund |
$ | 13,122 | |
Large-Cap Growth Fund |
$ | 14,914 | |
Mid-Cap Value Fund |
$ | 72,546 | |
Mid-Cap Growth Fund |
$ | 64,411 | |
Small-Cap Growth Fund |
$ | 156,178 | |
International Stock Fund |
$ | 103,226 | |
Aggregate Bond Fund |
$ | 21,016 | |
Government Income Fund |
$ | 91,667 | |
Short-Intermediate Bond Fund |
$ | 164,934 | |
Short-Term Income Fund |
$ | 4,066 |
TRANSFER AGENT AND DIVIDEND DISBURSING AGENT
Boston Financial Data Services, Inc., 2 Heritage Drive, Quincy, Massachusetts, maintains all necessary shareholder records. For its services, the transfer agent receives a fee based on the size, type and number of accounts and transactions made by shareholders. The fee is based on the level of the Funds average net assets for the period plus out-of-pocket expenses.
M&I Trust provides sub-transfer agency services to the Funds. In exchange for these services, the Funds pay M&I Trust a per account fee and out-of-pocket expenses.
B-70
FUND ACCOUNTANTS
UMBFS, 803 West Michigan Street, Milwaukee, Wisconsin, provides fund accounting services to the Funds, except the International Stock Fund .
State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, provides fund accounting services to the International Stock Fund .
For their services, UMBFS and State Street Bank & Trust Company receive a fee based on net assets of the Funds.
CUSTODIANS
M&I Trust, 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin, a subsidiary of M&I Corp., is a custodian for the securities and cash of the Funds, except the International Stock Fund . For its services as custodian, M&I Trust receives an annual fee, payable monthly, based on a percentage of a Funds average aggregate daily net assets.
State Street Bank & Trust Company, 200 Clarendon Street, Boston, Massachusetts, is a custodian for the securities and cash of the International Stock Fund .
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The independent registered public accounting firm for the Funds, PricewaterhouseCoopers LLP, One North Wacker, Chicago, Illinois, conducts its audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), which require it to plan and perform its audits to provide reasonable assurance about whether the Funds financial statements and financial highlights are free of material misstatements.
From time to time, the yield and total return of the Investor Class, Advisor Class and/or Institutional Class shares of a Fund may be quoted in advertisements, shareholder reports or other communications to shareholders. Performance information is generally available by calling the Funds (toll free) at 1-800-236-FUND (3863).
The financial statements for the fiscal year ended August 31, 2007 are incorporated herein by reference from the Funds Annual Report dated August 31, 2007 (for the fiscal year ended August 31, 2007) and the Semi-Annual Report dated February 28, 2007 (for the semi-annual period ended February 28, 2007) (File Nos. 33-48907 and 811-58433). A copy of the Annual Report and the Semi-Annual Report for a Fund may be obtained without charge by contacting MIS at the address located on the back cover of the SAI or by calling MIS at 1-414-287-8555 or 1-800-236-FUND (3863).
B-71
SHORT-TERM RATINGS
Standard & Poors Short-Term Issue Credit Ratings
A Standard & Poors issue credit rating is a current opinion of the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion evaluates the obligors capacity and willingness to meet its financial commitments as they come due, and may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. The issue credit rating is not a recommendation to purchase, sell, or hold a financial obligation, inasmuch as it does not comment as to market price or suitability for a particular investor.
Issue credit ratings are based on current information furnished by the obligors or obtained by Standard & Poors from other sources it considers reliable. Standard & Poors does not perform an audit in connection with any credit rating and may, on occasion, rely on unaudited financial information. Credit ratings may be changed, suspended, or withdrawn as a result of changes in, or unavailability of, such information, or based on other circumstances.
Issue credit ratings can be either long term or short term. Short-term ratings are generally assigned to those obligations considered short-term in the relevant market. In the U.S., for example, that means obligations with an original maturity of no more than 365 days including commercial paper. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. The result is a dual rating, in which the short-term rating addresses the put feature, in addition to the usual long-term rating. Medium-term notes are assigned long-term ratings.
Short-Term Issue Credit Ratings
A-1
A short-term obligation rated A-1 is rated in the highest category by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligors capacity to meet its financial commitment on these obligations is extremely strong.
A-2
A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligors capacity to meet its financial commitment on the obligation is satisfactory.
A-3
A short-term obligation rated A-3 exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
A-1
B
A short-term obligation rated B is regarded as having significant speculative characteristics. Ratings of B-1, B-2, and B-3 may be assigned to indicate finer distinctions within the B category. The obligor currently has the capacity to meet its financial commitment on the obligation; however, it faces major ongoing uncertainties which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B-1
A short-term obligation rated B-1 is regarded as having significant speculative characteristics, but the obligor has a relatively stronger capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-2
A short-term obligation rated B-2 is regarded as having significant speculative characteristics, and the obligor has an average speculative-grade capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
B-3
A short-term obligation rated B-3 is regarded as having significant speculative characteristics, and the obligor has a relatively weaker capacity to meet its financial commitments over the short-term compared to other speculative-grade obligors.
C
A short-term obligation rated C is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation.
D
A short-term obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Dual Ratings
Standard & Poors assigns dual ratings to all debt issues that have a put option or demand feature as part of their structure. The first rating addresses the likelihood of repayment of principal and interest as due, and the second rating addresses only the demand feature. The long-term rating symbols are used for bonds to denote the long-term maturity and the short-term rating symbols for the put option (for example, AAA/A-1+). With U.S. municipal short-term demand debt, note rating symbols are used with the short-term issue credit rating symbols (for example, SP-1+/A-1+).
A-2
Active Qualifiers (Currently applied and/or outstanding)
i
This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The i subscript indicates that the rating addresses the interest portion of the obligation only. The i subscript will always be used in conjunction with the p subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of AAAp N.R.i indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
L
Ratings qualified with L apply only to amounts invested up to federal deposit insurance limits.
p
This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The p subscript indicates that the rating addresses the principal portion of the obligation only. The p subscript will always be used in conjunction with the i subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of AAAp N.R.i indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
pi
Ratings with a pi subscript are based on an analysis of an issuers published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuers management and are therefore based on less comprehensive information than ratings without a pi subscript. Ratings with a pi subscript are reviewed annually based on a new years financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuers credit quality.
pr
The letters pr indicate that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
preliminary
Preliminary ratings are assigned to issues, including financial programs, in the following circumstances.
|
Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. Assignment of a final rating is conditional on the receipt and approval by Standard & Poors of appropriate documentation. Changes in the information provided to Standard & Poors could result in the |
A-3
assignment of a different rating. In addition, Standard & Poors reserves the right not to issue a final rating. |
|
Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poors policies. The final rating may differ from the preliminary rating. |
t
This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.
unsolicited
Unsolicited ratings are those credit ratings assigned at the initiative of Standard & Poors and not at the request of the issuer or its agents.
Inactive Qualifiers (No longer applied or outstanding)
*
This symbol indicated continuance of the ratings is contingent upon Standard & Poors receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.
c
This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuers bonds are deemed taxable. Discontinued use in January 2001.
q
A q subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.
r
The r modifier was assigned to securities containing extraordinary risks, particularly market risks, that are not covered in the credit rating. The absence of an r modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poors discontinued the use of the r modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.
Local Currency and Foreign Currency Risks
Country risk considerations are a standard part of Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligors capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign governments own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues.
A-4
Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.
Moodys Short-Term Debt Ratings
Short-Term Ratings
Moodys short-term ratings are opinions of the ability of issuers to honor short-term financial obligations. Ratings may be assigned to issuers, short-term programs or to individual short-term debt instruments. Such obligations generally have an original maturity not exceeding thirteen months, unless explicitly noted.
Moodys employs the following designations to indicate the relative repayment ability of rated issuers:
P-1
Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2
Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3
Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.
NP
Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
Note: Canadian issuers rated P-1 or P-2 have their short-term ratings enhanced by the senior-most long-term rating of the issuer, its guarantor or support-provider.
A-5
Fitchs International Short-Term Credit Ratings
The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 13 months for most obligations, or up to three years for US public finance, in line with industry standards, to reflect unique risk characteristics of bond, tax, and revenue anticipation notes that are commonly issued with terms up to three years. Short-term ratings thus place greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.
F1 | Highest credit quality. Indicates the Strongest capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature. |
F2 | Good credit quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings. |
F3 | Fair credit quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade. |
B | Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions. |
C | High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. |
D | Indicates an entity or sovereign that has defaulted on all of its financial obligations. |
Notes to International Long-Term and Short-Term ratings:
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-term rating category, to categories below CCC, or to Short-term ratings other than F1. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as Positive, indicating a potential upgrade, Negative, for a potential downgrade, or Evolving, if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
Rating Outlook: An Outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be positive, stable or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are stable could be upgraded or downgraded before an outlook moves to positive or negative if circumstances warrant such an action. Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.
Program ratings (such as the those assigned to MTN shelf registrations) relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e. those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.
A-6
Variable rate demand obligations and other securities which contain a short-term put or other similar demand feature will have a dual rating, such as AAA/F1+. The first rating reflects the ability to meet long-term principal and interest payments, whereas the second rating reflects the ability to honor the demand feature in full and on time.
Fitchs ratings on U.S. public finance debt securities measure credit quality relative of other U.S. public finance debt securities. Loss rates of most Fitch-rated U.S. public finance debt securities have historically been significantly lower, and are expected to continue to be significantly lower, than other debt instruments rated comparably by Fitch.
Interest Only
Interest Only ratings are assigned to interest strips. These ratings do not address the possibility that a security holder might fail to recover some or all of its initial investment due to voluntary or involuntary principal repayments.
Principal Only
Principal Only ratings address the likelihood that a security holder will receive their initial principal investment either before or by the scheduled maturity date.
Rate of Return
Ratings also may be assigned to gauge the likelihood of an investor receiving a certain predetermined internal rate of return without regard to the precise timing of any cash flows.
PIF
The tranche has reached maturity and has been paid-in-full, regardless of whether it was amortized or called early. As the issue no longer exists, it is therefore no longer rated.
NR denotes that Fitch Ratings does not publicly rate the associated issuer or issuer.
WD
Indicates that the rating has been withdrawn and is no longer maintained by Fitch.
Fitch Ratings (Fitch) National Short-Term Credit Ratings
National Ratings are an assessment of credit quality relative to the rating of the best credit risk in a country. This best risk will normally, although not always, be assigned to all financial commitments issued or guaranteed by the sovereign state.
A special identifier for the country concerned will be added at the end of all national ratings. For illustrative purposes, (xxx) has been used, in the table below.
F1(xxx) | Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Under their national rating scale, this rating is assigned to the best credit risk relative to all others in the same country and is normally assigned to all financial commitments issued or guaranteed by the sovereign state. Where the credit risk is particularly strong, a + is added to the assigned rating. |
F2(xxx) | Indicates a satisfactory capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, the margin of safety is not as great as in the case of the higher ratings. |
A-7
F3(xxx) | Indicates an adequate capacity for timely payment of financial commitments relative to other issuers or issues in the same country. However, such capacity is more susceptible to near-term adverse changes than for financial commitments in higher rated categories. |
B(xxx) | Indicates an uncertain capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Such capacity is highly susceptible to near-term adverse changes in financial and economic conditions. |
C(xxx) | Indicates a highly uncertain capacity for timely payment of financial commitments relative to other issuers or issues in the same country. Capacity or meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment. |
D(xxx) | Indicates actual or imminent payment default. |
Note to National Short-Term ratings:
In certain countries, regulators have established credit rating scales, to be used within their domestic markets, using specific nomenclature. In these countries, our National Short-Term Ratings definitions for F1+(xxx), F1(xxx), F2(xxx) and F3(xxx) may be substituted by those regulatory scales, e.g. A1+, A1, A2 and A3.
LONG-TERM RATINGS
Standard & Poors Long-Term Issue Credit Ratings
Long-Term Issue Credit Ratings
Issue credit ratings are based, in varying degrees, on the following considerations:
|
Likelihood of payment capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; |
|
Nature of and provisions of the obligation; |
|
Protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors rights. |
Issue ratings are an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.)
AAA
An obligation rated AAA has the highest rating assigned by Standard & Poors. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA
An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A-8
A
An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions
than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB
An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB, B, CCC, CC, and C
Obligations rated BB, B, CCC, CC, and C are regarded as having significant speculative characteristics. BB indicates the least degree of speculation and C the highest. While such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
BB
An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B
An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC
An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC
An obligation rated CC is currently highly vulnerable to nonpayment.
C
A subordinated debt or preferred stock obligation rated C is currently highly vulnerable to nonpayment. The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action taken, but payments on this obligation are being continued. A C also will be assigned to a preferred stock issue in arrears on dividends or sinking fund payments, but that is currently paying.
A-9
D
An obligation rated D is in payment default. The D rating category is used when payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poors believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
Plus (+) or minus (-)
The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
N.R.
This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that Standard & Poors does not rate a particular obligation as a matter of policy.
Active Qualifiers (Currently applied and/or outstanding)
i
This subscript is used for issues in which the credit factors, terms, or both, that determine the likelihood of receipt of payment of interest are different from the credit factors, terms or both that determine the likelihood of receipt of principal on the obligation. The i subscript indicates that the rating addresses the interest portion of the obligation only. The i subscript will always be used in conjunction with the p subscript, which addresses likelihood of receipt of principal. For example, a rated obligation could be assigned ratings of AAAp N.R.i indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
L
Ratings qualified with L apply only to amounts invested up to federal deposit insurance limits.
p
This subscript is used for issues in which the credit factors, the terms, or both, that determine the likelihood of receipt of payment of principal are different from the credit factors, terms or both that determine the likelihood of receipt of interest on the obligation. The p subscript indicates that the rating addresses the principal portion of the obligation only. The p subscript will always be used in conjunction with the i subscript, which addresses likelihood of receipt of interest. For example, a rated obligation could be assigned ratings of AAAp N.R.i indicating that the principal portion is rated AAA and the interest portion of the obligation is not rated.
pi
Ratings with a pi subscript are based on an analysis of an issuers published financial information, as well as additional information in the public domain. They do not, however, reflect in-depth meetings with an issuers management and are therefore based on less comprehensive information than ratings without a pi subscript. Ratings with a pi subscript are reviewed annually based on a new years financial statements, but may be reviewed on an interim basis if a major event occurs that may affect the issuers credit quality.
A-10
pr
The letters pr indicate that the rating is provisional. A provisional rating assumes the successful completion of the project financed by the debt being rated and indicates that payment of debt service requirements is largely or entirely dependent upon the successful, timely completion of the project. This rating, however, while addressing credit quality subsequent to completion of the project, makes no comment on the likelihood of or the risk of default upon failure of such completion. The investor should exercise his own judgment with respect to such likelihood and risk.
preliminary
Preliminary ratings are assigned to issues, including financial programs, in the following circumstances.
|
Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions. Assignment of a final rating is conditional on the receipt and approval by Standard & Poors of appropriate documentation. Changes in the information provided to Standard & Poors could result in the assignment of a different rating. In addition, Standard & Poors reserves the right not to issue a final rating. |
|
Preliminary ratings are assigned to Rule 415 Shelf Registrations. As specific issues, with defined terms, are offered from the master registration, a final rating may be assigned to them in accordance with Standard & Poors policies. The final rating may differ from the preliminary rating. |
t
This symbol indicates termination structures that are designed to honor their contracts to full maturity or, should certain events occur, to terminate and cash settle all their contracts before their final maturity date.
unsolicited
Unsolicited ratings are those credit ratings assigned at the initiative of Standard & Poors and not at the request of the issuer or its agents.
Inactive Qualifiers (No longer applied or outstanding)
*
This symbol indicated continuance of the ratings is contingent upon Standard & Poors receipt of an executed copy of the escrow agreement or closing documentation confirming investments and cash flows. Discontinued use in August 1998.
c
This qualifier was used to provide additional information to investors that the bank may terminate its obligation to purchase tendered bonds if the long-term credit rating of the issuer is below an investment-grade level and/or the issuers bonds are deemed taxable. Discontinued use in January 2001.
q
A q subscript indicates that the rating is based solely on quantitative analysis of publicly available information. Discontinued use in April 2001.
A-11
r
The r modifier was assigned to securities containing extraordinary risks, particularly market risks, that are not covered in the credit rating. The absence of an r modifier should not be taken as an indication that an obligation will not exhibit extraordinary non-credit related risks. Standard & Poors discontinued the use of the r modifier for most obligations in June 2000 and for the balance of obligations (mainly structured finance transactions) in November 2002.
Local Currency and Foreign Currency Risks
Country risk considerations are a standard part of Standard & Poors analysis for credit ratings on any issuer or issue. Currency of repayment is a key factor in this analysis. An obligors capacity to repay foreign currency obligations may be lower than its capacity to repay obligations in its local currency due to the sovereign governments own relatively lower capacity to repay external versus domestic debt. These sovereign risk considerations are incorporated in the debt ratings assigned to specific issues. Foreign currency issuer ratings are also distinguished from local currency issuer ratings to identify those instances where sovereign risks make them different for the same issuer.
Moodys Long-Term Debt Ratings
Long-Term Obligation Ratings
Moodys long-term obligation ratings are opinions of the relative credit risk of fixed-income obligations with an original maturity of one year or more. They address the possibility that a financial obligation will not be honored as promised. Such ratings reflect both the likelihood of default and any financial loss suffered in the event of default.
Moodys Long-Term Rating Definitions:
Aaa
Obligations rated Aaa are judged to be of the highest quality, with minimal credit risk.
Aa
Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A
Obligations rated A are considered upper-medium grade and are subject to low credit risk.
Baa
Obligations rated Baa are subject to moderate credit risk. They are considered medium-grade and as such may possess certain speculative characteristics.
Ba
Obligations rated Ba are judged to have speculative elements and are subject to substantial credit risk.
B
Obligations rated B are considered speculative and are subject to high credit risk.
A-12
Caa
Obligations rated Caa are judged to be of poor standing and are subject to very high credit risk.
Ca
Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C
Obligations rated C are the lowest rated class of bonds and are typically in default, with little prospect for recovery of principal or interest.
Note: Moodys appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.
Fitchs International Long-Term Credit Ratings
International Long-Term Credit Ratings (LTCR) may also be referred to as Long-Term Ratings. When assigned to most issuers, it is used as a benchmark measure of probability of default and is formally described as an Issuer Default Rating (IDR). The major exception is within Public Finance, where IDRs will not be assigned as market convention has always focused on timeliness and does not draw analytical distinctions between issuers and their underlying obligations. When applied to issues or securities, the LTCR may be higher or lower than the issuer rating (IDR) to reflect relative differences in recovery expectations.
The following rating scale applies to foreign currency and local currency ratings:
Investment Grade
AAA | Highest credit quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events. |
AA | Very high credit quality. AA ratings denote expectations of low credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events. |
A | High credit quality. A ratings denote expectations of low credit risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings. |
BBB | Good credit quality. BBB ratings indicate that there is currently expectations of low credit risk. The capacity for payment of financial commitments is considered adequate, but adverse changes in circumstances and economic conditions are more likely to impair this capacity. This is the lowest investment-grade category. |
A-13
Speculative Grade
BB | Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade. |
B | Highly speculative. |
|
For issuers and performing obligations, B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment. |
|
For individual obligations, may indicate distressed or defaulted obligations with potential for extremely high recoveries. Such obligations would possess a Recovery Rating of RR1 (outstanding). |
CCC
|
For issuers and performing obligations, default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic conditions. |
|
For individual obligations, may indicate distressed or defaulted obligations with potential for average to superior levels of recovery. Differences in credit quality may be denoted by plus/minus distinctions. Such obligations typically would possess a Recovery Rating of RR2 (superior), or RR3 (good) or RR4 (average). |
CC
|
For issuers and performing obligations, default of some kind appears probable. |
|
For individual obligations, may indicate distressed or defaulted obligations with a Recovery Rating of RR4 (average) or RR5 (below average). |
C
|
For issuers and performing obligations, default is imminent. |
|
For individual obligations, may indicate distressed or defaulted obligations with potential for below-average to poor recoveries. Such obligations would possess a Recovery Rating of RR6 (poor). |
RD
Indicates an entity that has failed to make due payments (within the applicable grace period) on some but not all material financial obligations, but continues to honor other classes of obligations.
A-14
D
Indicates an entity or sovereign that has defaulted on all of its financial obligations. Default generally is defined as one of the following:
|
failure of an obligor to make timely payment of principal and/or interest under the contractual terms of any financial obligation; |
|
the bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of business of an obligor; |
|
the distressed or other coercive exchange of an obligation, where creditors were offered securities with diminished structural or economic terms compared with the existing obligation. |
Default ratings are not assigned prospectively; within this context, non-payment on an instrument that contains a deferral feature or grace period will not be considered a default until after the expiration of the deferral or grace period.
Issuers will be rated D upon a default. Defaulted and distressed obligations typically are rated along the continuum of C to B ratings categories, depending upon their recovery prospects and other relevant characteristics. Additionally, in structured finance transactions, where analysis indicates that an instrument is irrevocably impaired such that it is not expected to meet pay interest and/or principal in full in accordance with the terms of the obligations documentation during the life of the transaction, but where no payment default in accordance with the terms of the documentation is imminent, the obligation may be rated in the B or CCC-C categories.
Default is determined by reference to the terms of the obligations documentation. Fitch will assign default ratings where it has reasonably determined that payment has not been made on a material obligation in accordance with the requirements of the obligations documentation, or where it believes that default ratings consistent with Fitchs published definition of default are the most appropriate ratings to assign.
Notes to International Long-Term and Short-Term ratings
The modifiers + or - may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA Long-term rating category, to categories below CCC, or to Short-term ratings other than F1. (The +/- modifiers are only used to denote issues within the CCC category, whereas issuers are only rated CCC without the use of modifiers.)
Rating Watch: Ratings are placed on Rating Watch to notify investors that there is a reasonable probability of a rating change and the likely direction of such change. These are designated as Positive, indicating a potential upgrade, Negative, for a potential downgrade, or Evolving, if ratings may be raised, lowered or maintained. Rating Watch is typically resolved over a relatively short period.
Rating Outlook: An Outlook indicates the direction a rating is likely to move over a one to two-year period. Outlooks may be positive, stable or negative. A positive or negative Rating Outlook does not imply a rating change is inevitable. Similarly, ratings for which outlooks are stable could be upgraded or downgraded before an outlook moves to positive or negative if circumstances warrant such an action.
A-15
Occasionally, Fitch Ratings may be unable to identify the fundamental trend. In these cases, the Rating Outlook may be described as evolving.
Program ratings (such as the those assigned to MTN shelf registrations) relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e. those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.
Variable rate demand obligations and other securities which contain a short-term put or other similar demand feature will have a dual rating, such as AAA/F1+. The first rating reflects the ability to meet long-term principal and interest payments, whereas the second rating reflects the ability to honor the demand feature in full and on time.
Fitchs ratings on U.S. public finance debt securities measure credit quality relative of other U.S. public finance debt securities. Loss rates of most Fitch-rated U.S. public finance debt securities have historically been significantly lower, and are expected to continue to be significantly lower, than other debt instruments rated comparably by Fitch.
Interest Only
Interest Only ratings are assigned to interest strips. These ratings do not address the possibility that a security holder might fail to recover some or all of its initial investment due to voluntary or involuntary principal repayments.
Principal Only
Principal Only ratings address the likelihood that a security holder will receive their initial principal investment either before or by the scheduled maturity date.
Rate of Return
Ratings also may be assigned to gauge the likelihood of an investor receiving a certain predetermined internal rate of return without regard to the precise timing of any cash flows.
PIF
The tranche has reached maturity and has been paid-in-full, regardless of whether it was amortized or called early. As the issue no longer exists, it is therefore no longer rated.
NR Denotes that Fitch Ratings does not publicly rate the associated issue or issuer.
WD
Indicates that the rating has been withdrawn and is no longer maintained by Fitch.
Fitchs National Long-Term Credit Ratings
National Ratings are an assessment of credit quality relative to the rating of the best credit risk in a country. This best risk will normally, although not always, be assigned to all financial commitments issued or guaranteed by the sovereign state.
A special identifier for the country concerned will be added at the end of all national ratings. For illustrative purposes, (xxx) has been used, in the table below.
AAA(xxx) |
AAA national ratings denote the highest rating assigned in its national rating scale for that country. This rating is assigned to the best credit risk relative to all other |
A-16
issuers or issues in the same country and will normally be assigned to all financial commitments issued or guaranteed by the sovereign state. |
AA(xxx) | AA national ratings denote a very strong credit risk relative to other issuers or issues in the same country. The credit risk inherent in these financial commitments differs only slightly from the countrys highest rated issuers or issues. |
A(xxx) | A national ratings denote a strong credit risk relative to other issuers or issues in the same country. However, changes in circumstances or economic conditions may affect the capacity for timely repayment of these financial commitments to a greater degree than for financial commitments denoted by a higher rated category. |
BBB(xxx) | BBB national ratings denote an adequate credit risk relative to other issuers or issues in the same country. However, changes in circumstances or economic conditions are more likely to affect the capacity for timely repayment of these financial commitments than for financial commitments denoted by a higher rated category. |
BB(xxx) | BB national ratings denote a fairly weak credit risk relative to other issuers or issues in the same country. Within the context of the country, payment of these financial commitments is uncertain to some degree and capacity for timely repayment remains more vulnerable to adverse economic change over time. |
B(xxx) | B national ratings denote a significantly weak credit risk relative to other issuers or issues in the same country. Financial commitments are currently being met but a limited margin of safety remains and capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment. |
CCC(xxx), CC(xxx), C(xxx)
These categories of national ratings denote an extremely weak credit risk relative to other issuers or issues in the same country. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.
DDD(xxx), DD(xxx), D(xxx)
These categories of national ratings are assigned to entities or financial commitments which are currently in default.
E(xxx) | Adequate information is not available to meet the obligations of the rating. This category is used as a downgrade when the previous rating is suspended due to a lack of documentation from the issuer necessary to continue surveillance and maintain the rating. |
MUNICIPAL NOTE RATINGS
Standard & Poors Note Ratings
Short-Term Notes
A Standard & Poors U.S. municipal note rating reflects the liquidity factors and market access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:
A-17
|
Amortization schedule - the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and |
|
Source of payment - the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note. |
Note rating symbols are as follows:
SP-1
Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2
Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3
Speculative capacity to pay principal and interest.
Moodys MIG/VMIG Ratings U.S. Short-Term Ratings
US Municipal Short-Term Debt And Demand Obligation Ratings
Short-Term Debt Ratings
There are three rating categories for short-term municipal obligations that are considered investment grade. These ratings are designated as Municipal Investment Grade (MIG) and are divided into three levels MIG 1 through MIG 3. In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade. MIG ratings expire at the maturity of the obligation.
MIG 1
This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2
This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3
This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.
SG
This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
A-18
Demand Obligation Ratings
In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned; a long or short-term debt rating and a demand obligation rating. The first element represents Moodys evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moodys evaluation of the degree of risk associated with the ability to receive purchase price upon demand (demand feature), using a variation of the MIG rating scale, the Variable Municipal Investment Grade or VMIG rating.
When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.
VMIG rating expirations are a function of each issues specific structural or credit features.
VMIG 1
This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 2
This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
VMIG 3
This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price upon demand.
SG
This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or legal protections necessary to ensure the timely payment of purchase price upon demand.
A-19
Marshall Investor Services
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
414-287-8555 or 1-800-236-FUND (3863)
TDD: Speech and Hearing Impaired Services
1-800-236-209-3520
Internet address: http:www.marshallfunds.com
MARSHALL FUNDS, INC.
PART C
OTHER INFORMATION
Item 23. Exhibits.
Note: | As used herein, Registration Statement refers to this registration statement under the Securities Act of 1933, no. 033-48907. Pre-effective Amendment refers to a pre-effective amendment to the Registration Statement, and Post-effective Amendment refers to a post-effective amendment to the Registration Statement. | |
(a)(1) | Articles of Incorporation dated July 30, 1992 5 | |
(a)(2) | Amendment No. 1 to Articles of Incorporation dated August 11, 1992 5 | |
(a)(3) | Amendment No. 2 to Articles of Incorporation dated September 14, 1992 5 | |
(a)(4) | Amendment No. 3 to Articles of Incorporation dated April 23, 1993 5 | |
(a)(5) | Amendment No. 4 to Articles of Incorporation dated November 1, 1993 3 | |
(a)(6) | Amendment No. 5 to Articles of Incorporation dated July 25, 1994 5 | |
(a)(7) | Amendment No. 6 to Articles of Incorporation dated October 24, 1994 7 | |
(a)(8) | Amendment No. 7 to Articles of Incorporation dated July 22, 1996 8 | |
(a)(9) | Amendment No. 8 to Articles of Incorporation dated April 28, 1997 9 | |
(a)(10) | Amendment No. 9 to Articles of Incorporation dated October 26, 1998 10 | |
(a)(11) | Amendment No. 10 to Articles of Incorporation dated June 7, 1999 11 | |
(a)(12) | Amendment No. 11 to Articles of Incorporation dated January 31, 2000 12 | |
(a)(13) | Amendment No. 12 to Articles of Incorporation dated July 10, 2000 13 | |
(a)(14) | Amendment No. 13 to Articles of Incorporation dated February 26, 2004 18 | |
(a)(15) | Amendment No. 14 to Articles of Incorporation dated July 30, 2004 18 | |
(a)(16) | Amendment No. 15 to Articles of Incorporation dated June 21, 2005 20 | |
(a)(17) | Amendment No. 16 to Articles of Incorporation dated October 26, 2005 20 | |
(a)(18) | Amendment No. 17 to Articles of Incorporation dated May 7, 2007 22 | |
(a)(19) | Amendment No. 18 to Articles of Incorporation dated January 29, 2008 # | |
(b) | By-Laws As Amended and Restated through October 25, 2004 18 |
C-1
(c) | Instruments Defining Rights of Security Holders Incorporated by reference to the Articles of Incorporation and By-Laws | |
(d)(1) | Investment Advisory Contract with M & I Investment Management Corp. dated October 1, 1992 1 | |
(d)(2) | Amendment No. 1 to Exhibit A of Investment Advisory Contract dated May 1, 2000 12 | |
(d)(3) | Amendment No. 1 to Exhibit B of Investment Advisory Contract dated May 29, 2007 22 | |
(d)(4) | Amendment No. 1 to Exhibit E of Investment Advisory Contract dated May 29, 2007 22 | |
(d)(5) | Amendment No. 1 to Exhibit F of Investment Advisory Contract dated May 29, 2007 22 | |
(d)(6) | Exhibit G to Investment Advisory Contract dated April 19, 1993 2 | |
(d)(7) | Exhibit H to Investment Advisory Contract dated April 26, 1993 2 | |
(d)(8) | Exhibit I to Investment Advisory Contract dated April 26, 1993 2 | |
(d)(9) | Exhibit J to Investment Advisory Contract dated April 26, 1993 2 | |
(d)(10) | Exhibit K to Investment Advisory Contract dated November 1, 1993 4 | |
(d)(11) | Exhibit L to Investment Advisory Contract dated November 1, 1993 4 | |
(d)(12) | Exhibit M to Investment Advisory Contract dated August 1, 1994 7 | |
(d)(13) | Exhibit N to Investment Advisory Contract dated August 1, 1996 8 | |
(d)(14) | Exhibit O to Investment Advisory Contract dated December 1, 2003 16 | |
(d)(15) | Exhibit P to Investment Advisory Contract dated May 29, 2007 22 | |
(d)(16) | Amendment to Investment Advisory Contract dated June 15, 2001 14 | |
(d)(17) | Amendment to Investment Advisory Contract dated September 1, 2007 23 | |
(d)(18) | Amendment to Investment Advisory Contract dated November 1, 2007 23 | |
(d)(19) | Sub-Advisory Agreement with Acadian Asset Management, Inc. 19 | |
(d)(20) | Sub-Advisory Agreement with BPI Global Asset Management, LLC 19 | |
(e)(1) | Distribution Agreement with Grand Distribution Services, LLC dated September 1, 2004 18 | |
(e)(2) | Amendment No. 1 to Schedule A to Distribution Agreement 22 | |
(f) | Bonus or Profit Sharing Contracts None | |
(g)(1) | Custodian Contract with Marshall & Ilsley Trust Company dated April 26, 1993 4 | |
(g)(2) | Amendment to Custodian Contract dated November 1, 1995 20 | |
(g)(3) | Amendment to Custodian Contract dated November 1, 2000 20 |
C-2
(g)(4) | Amendment to Custodian Contract dated June 22, 2001 14 | |
(g)(5) | Custodian Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) for Marshall International Stock Fund 18 | |
(h)(1) | Administrative Services Agreement with M& I Trust Company and Amendment No. 1 to Administrative Services Agreement 15 | |
(h)(2) | Amendment to Administrative Services Agreement 14 | |
(h)(3) | Amendment to Administrative Services Agreement dated September 1, 2007 23 | |
(h)(4) | Amendment to Administrative Services Agreement dated November 1, 2007 23 | |
(h)(5) | Sub-Administration Agreement with UMB Fund Services, Inc. 18 | |
(h)(6) | Amendment No. 1 to Schedule A to Sub-Administration Agreement 22 | |
(h)(7) | Shareholder Services Agreement dated September 1, 1999 11 | |
(h)(8) | Amendment No. 1 to Exhibit 1 of Shareholder Services Agreement dated January 24, 2000 12 | |
(h)(9) | Amendment No. 2 to Exhibit 1 of Shareholder Services Agreement 20 | |
(h)(10) | Amendment No. 3 to Exhibit 1 of Shareholder Services Agreement dated May 29, 2007 22 | |
(h)(11) | Amendment to Shareholder Services Agreement dated June 22, 2001 14 | |
(h)(12) | Transfer Agency, Sub-Transfer Agency and Service Agreement 21 | |
(h)(13) | Amendment to Transfer Agency and Service Agreement 22 | |
(h)(14) | Fund Accounting Agreement with UMB Fund Services, Inc. 18 | |
(h)(15) | Amendment No. 1 to Schedule A to Fund Accounting Agreement 22 | |
(h)(16) | Fund Accounting Agreement with State Street Bank and Trust Company (formerly Investors Bank & Trust Company) for Marshall International Stock Fund 18 | |
(i)(1) | Opinion and Consent 1 | |
(i)(2) | Opinion and Consent of Godfrey & Kahn, S.C., dated May 31, 2007 22 | |
(i)(3) | Opinion and Consent of Godfrey & Kahn, S.C., dated January 29, 2008 # | |
(j) | Consent of Independent Registered Public Accounting Firm | |
(k) | Omitted Financial Statements None | |
(l) | Initial Capital Understanding 6 | |
(m)(1) | Rule 12b-1 Plan, As Amended and Restated 20 | |
(m)(2) | Form of Rule 12b-1 Agreement 18 | |
(m)(3) | Form of Dealer Agreement 20 | |
(n) | Multiple Class Plan, As Amended through January 29, 2008 # |
C-3
(o) | Reserved | |
(p)(1) | Marshall Funds and M&I Investment Management Corp. Code of Ethics dated January 22, 2008 # | |
(p)(2) | Trilogy Global Advisors, LLC Code of Ethics and Insider Trading Policy Statement 21 | |
(p)(3) | Acadian Asset Management, Inc. Code of Ethics 21 | |
(p)(4) | Grand Distribution Services, LLC Code of Ethics 18 | |
(q)(1) | Power of Attorney 17 | |
(q)(2) | Power of Attorney 21 |
# |
Filed herewith. |
1 | Exhibit to PEA No. 5 filed April 23, 1993.* | |
2 | Exhibit to PEA No. 7 filed October 29, 1993.* | |
3 | Exhibit to PEA No. 8 filed December 28, 1993.* | |
4 | Exhibit to PEA No. 10 filed July 1, 1994.* | |
5 | Exhibit to PEA No. 11 filed October 21, 1994.* | |
6 | Exhibit to PEA No. 14 filed December 26, 1995.* | |
7 | Exhibit to PEA No. 15 filed June 17, 1996.* | |
8 | Exhibit to PEA No. 17 filed August 30, 1996.* | |
9 | Exhibit to PEA No. 22 filed October 21, 1998.* | |
10 | Exhibit to PEA No. 27 filed August 27, 1999.* | |
11 | Exhibit to PEA No. 29 filed October 29, 1999.* | |
12 | Exhibit to PEA No. 31 filed March 1, 2000.* | |
13 | Exhibit to PEA No. 33 filed October 30, 2000.* | |
14 | Exhibit to PEA No. 34 filed October 29, 2001.* | |
15 | Exhibit to PEA No. 37 filed October 30, 2003.* | |
16 | Exhibit to PEA No. 39 filed July 9, 2004.* | |
17 | Exhibit to PEA No. 41 filed October 27, 2004.* | |
18 | Exhibit to PEA No. 42 filed December 30, 2004.* | |
19 | Incorporated by reference to Registrants Definitive Proxy Statement filed on July 13, 2005. |
C-4
20 | Exhibit to PEA No. 46 filed October 31, 2005.* | |
21 | Exhibit to PEA No. 47 filed October 31, 2006.* | |
22 | Exhibit to PEA No. 49 filed June 1, 2007.* | |
23 | Exhibit to PEA No. 51 filed November 30, 2007.* |
* Incorporated |
by reference. |
Item 24. Persons Controlled by or Under Common Control with Registrant.
The information in the Statement of Additional Information captions Account and Share Information Control Persons and Principal Shareholders and Who Manages the Funds Adviser to the Funds is incorporated by reference.
Item 25. Indemnification.
Reference is made to Article IX of the Registrants By-Laws.
Pursuant to Rule 484 under the Securities Act of 1933, as amended, the Registrant furnishes the following undertaking: Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the Securities Act) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
The Registrants directors and officers are insured under a policy of insurance maintained by the Registrant against certain liabilities that might be imposed as a result of actions, suit or proceedings to which they are parties by reason of being or having been such directors or officers.
Item 26. Business and Other Connections of the Investment Adviser.
M&I Investment Management Corp. (the Adviser) serves as the investment adviser for the Registrant. The Adviser is a registered investment adviser and wholly-owned subsidiary of Marshall & Ilsley Corporation, a registered bank holding company headquartered in Milwaukee, Wisconsin. The business and other connections of the Adviser, as well as the names and titles of the executive officers and directors of the Adviser, are further described in the Advisers Uniform Application for Investment Adviser Registration (Form ADV) as filed with the SEC.
Trilogy Global Advisors, LLC (Trilogy) serves as a sub-adviser with respect to the Registrants International Stock Fund. Trilogy is a registered investment adviser. The business and other connections of Trilogy, as well as the names and titles of the executive officers and directors of Trilogy, are further described in Trilogys Form ADV as filed with the SEC.
Acadian Asset Management, LLC (Acadian) serves as a sub-adviser with respect to the Registrants International Stock Fund. Acadian is a registered investment adviser. The business and other connections of
C-5
Acadian, as well as the names and titles of the executive officers and directors of Acadian, are further described in Acadians Form ADV as filed with the SEC.
To the best of Registrants knowledge, none of the Advisers, Trilogys or Acadians directors or executive officers is or has been engaged in any other business, profession, vocation or employment of a substantial nature for the past two fiscal years, except as noted in the Who Manages the Funds? section of the Registrants Statements of
Item 27. Principal Underwriters.
(a) | Grand Distribution Services, LLC, the Funds principal underwriter, also acts as principal underwriter for Stewart Capital Mutual Funds. |
(b) | To the best of Registrants knowledge, the executive officers of Grand Distribution Services, LLC are as follows: |
Name and Principal Business Address* |
Positions and Offices with
Grand Distribution
|
Positions and Offices
with
|
||
Peter J. Hammond |
President |
None |
||
Christine L. Mortenson |
Treasurer |
None |
||
Constance Dye Shannon |
Secretary |
None |
*The address of each of the foregoing is 803 West Michigan Street, Milwaukee, Wisconsin 53233.
(c) | Not applicable. |
Item 28. Location of Accounts and Records.
The books and records required to be maintained by Section 31(a) of the Investment Company Act of 1940, as amended, and the rules under that section are maintained in the following locations:
Records Relating to: |
Are located at: |
|
Registrants Transfer Agent and Dividend Disbursing Agent |
Boston Financial Data Services Inc. 2 Heritage Drive Quincy, MA 02171 |
|
Registrants Administrator and Sub-Transfer Agent |
Marshall & Ilsley Trust Company N.A. 111 East Kilbourn Avenue, Suite 200 Milwaukee, WI 53202 |
|
Registrants Sub-Administrator and Portfolio Accounting Services (except Marshall International Stock Fund) |
UMB Fund Services, Inc. 803 West Michigan Street Milwaukee, WI 53233 |
|
Registrants Investment Adviser |
M&I Investment Management Corp. 111 East Kilbourn Avenue, Suite 200 Milwaukee, WI 53202 |
C-6
Registrants Sub-Advisers (Marshall International Stock Fund) |
Trilogy Global Advisors, LLC 1900 Summit Tower Boulevard Suite 450 Orlando, FL 32810 |
|
Acadian Asset Management, Inc. One Post Office Square Boston, MA 02109 |
||
Registrants Custodian (except Marshall International Stock Fund) |
Marshall & Ilsley Trust Company N.A. 111 East Kilbourn Avenue, Suite 200 Milwaukee, WI 53202 |
|
Registrants Custodian (Marshall International Stock Fund) and Portfolio Accounting Services (Marshall International Stock Fund) |
State Street Bank & Trust Company 200 Clarendon Street P.O. Box 9130 Boston, MA 02116 |
|
Registrants Distributor |
Grand Distribution Services, LLC 803 West Michigan Street Milwaukee, WI 53233 |
Item 29. Management Services.
None.
Item 30. Undertakings.
Not applicable.
C-7
EXHIBIT INDEX
(a)(19) |
Amendment No. 18 to Articles of Incorporation dated January 29, 2008 |
|
(i)(3) |
Opinion and Consent of Godfrey & Kahn, S.C., dated January 29, 2008 |
|
(j) | Consent of Independent Registered Public Accounting Firm | |
(n) | Multiple Class Plan, As Amended through January 29, 2008 | |
(p)(1) | Marshall Funds and M&I Investment Management Corp. Code of Ethics dated January 22, 2008 |
C-8
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Post-Effective Amendment No. 52 to the Registration Statement on Form N-1A to be signed on its behalf by the undersigned, duly authorized, in the City of Milwaukee and the State of Wisconsin on the 29 th day of January, 2008.
MARSHALL FUNDS, INC. | ||
(Registrant) | ||
By: |
/s/ John M. Blaser |
|
John M. Blaser | ||
President |
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 52 to the Registration Statement on Form N-1A has been signed below on January 29, 2008 by the following persons in the capacities indicated.
Signature | Title | |||
/s/ John M. Blaser |
President (principal executive officer) and
|
|||
John M. Blaser | Director | |||
/s/ Timothy M. Bonin | Treasurer (principal financial officer) | |||
Timothy M. Bonin |
||||
Director | ||||
Kenneth C. Krei * |
||||
Director | ||||
Larry D. Armel** |
||||
Director | ||||
Benjamin M. Cutler * |
||||
Director | ||||
John DeVincentis * |
||||
Director | ||||
John A. Lubs * |
||||
Director | ||||
James Mitchell * |
||||
Director | ||||
Barbara J. Pope * |
||||
*By: /s/ John M. Blaser
John M. Blaser
Attorney in fact pursuant to Power of Attorney filed with Post-Effective Amendment No. 41 to the Registration Statement on Form N-1A.
**By: /s/ John M. Blaser
John M. Blaser
Attorney in fact pursuant to Power of Attorney. filed with Post-Effective Amendment No. 47 to the Registration Statement on Form N-1A.
Exhibit (a)(19)
MARSHALL FUNDS, INC.
AMENDMENT NO. 18
TO
ARTICLES OF INCORPORATION
The undersigned officer of Marshall Funds, Inc. (the Corporation) hereby certifies that in accordance with Section 180.1002 of the Wisconsin Statutes, the following Amendment was duly adopted to create the Series I series of the Small-Cap Growth Fund, Mid-Cap Growth Fund, Mid-Cap Value Fund, Large-Cap Growth Fund and Large-Cap Value Fund.
Section (a) of Article IV is hereby amended by deleting section (a) thereof and inserting the following as a new paragraph:
(a) The Corporation is authorized to issue an indefinite number of shares of common stock, par value $.0001 per share. Subject to the following paragraph, the authorized shares are classified as follows:
CLASS |
SERIES |
AUTHORIZED NUMBER OF SHARES |
||
Advisor Class |
||||
Marshall Large-Cap Value Fund |
Series A | Indefinite | ||
Marshall Government Income Fund |
Series A | Indefinite | ||
Marshall Short-Intermediate Bond Fund |
Series A | Indefinite | ||
Marshall Mid-Cap Growth Fund |
Series A | Indefinite | ||
Marshall Prime Money Market Fund |
Series A | Indefinite | ||
Marshall Short-Term Income Fund |
Series A | Indefinite | ||
Marshall Large-Cap Growth Fund |
Series A | Indefinite | ||
Marshall Mid-Cap Value Fund |
Series A | Indefinite | ||
Marshall International Stock Fund |
Series A | Indefinite | ||
Marshall Small-Cap Growth Fund |
Series A | Indefinite | ||
Marshall Aggregate Bond Fund |
Series A | Indefinite | ||
Investor Class |
||||
Marshall Large-Cap Value Fund |
Series Y | Indefinite | ||
Marshall Government Income Fund |
Series Y | Indefinite | ||
Marshall Short-Intermediate Bond Fund |
Series Y | Indefinite | ||
Marshall Mid-Cap Growth Fund |
Series Y | Indefinite | ||
Marshall Prime Money Market Fund |
Series Y | Indefinite | ||
Marshall Government Money Market Fund |
Series Y | Indefinite | ||
Marshall Short-Term Income Fund |
Series Y | Indefinite | ||
Marshall Large-Cap Growth Fund |
Series Y | Indefinite | ||
Marshall Mid-Cap Value Fund |
Series Y | Indefinite | ||
Marshall Intermediate Tax-Free Fund |
Series Y | Indefinite | ||
Marshall International Stock Fund |
Series Y | Indefinite | ||
Marshall Small-Cap Growth Fund |
Series Y | Indefinite | ||
Marshall Tax-Free Money Market Fund |
Series Y | Indefinite | ||
Marshall Aggregate Bond Fund |
Series Y | Indefinite |
CLASS |
SERIES |
AUTHORIZED NUMBER OF SHARES |
||
Institutional Class | ||||
Marshall Prime Money Market Fund | Series I | Indefinite | ||
Marshall Government Money Market Fund | Series I | Indefinite | ||
Marshall International Stock Fund | Series I | Indefinite | ||
Marshall Tax-Free Money Market Fund | Series I | Indefinite | ||
Marshall Aggregate Bond Fund | Series I | Indefinite | ||
Marshall Government Income Fund | Series I | Indefinite | ||
Marshall Short-Intermediate Bond Fund | Series I | Indefinite | ||
Marshall Short-Term Income Fund | Series I | Indefinite | ||
Marshall Small-Cap Growth Fund | Series I | Indefinite | ||
Marshall Mid-Cap Growth Fund | Series I | Indefinite | ||
Marshall Mid-Cap Value Fund | Series I | Indefinite | ||
Marshall Large-Cap Growth Fund | Series I | Indefinite | ||
Marshall Large-Cap Value Fund | Series I | Indefinite |
This Amendment to the Articles of Incorporation of the Corporation was adopted by the Board of Directors on January 29, 2008 in accordance with Sections 180.1002 and 180.0602 of the Wisconsin Statutes. Shareholder approval was not required. Prior to this Amendment, none of the Series I series of the Small-Cap Growth Fund, Mid-Cap Growth Fund, Mid-Cap Value Fund, Large-Cap Growth Fund and Large-Cap Value Fund has been issued.
Executed in duplicate this 29th day of January 2008.
MARSHALL FUNDS, INC. | ||
By: |
/s/ John M. Blaser |
|
John M. Blaser, President |
This instrument was drafted by:
Brion T. Winters
M&I Wealth Management
111 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
Telephone: 414-287-7203
[GODFREY & KAHN, S.C. LETTERHEAD LOGO]
Exhibit (i)(3)
January 29, 2008
M&I Investment Management Corp.
111 East Kilbourn Avenue, Suite 200
Milwaukee, Wisconsin 53202
RE: | Series I shares of Marshall Large-Cap Value Fund, Marshall Large-Cap Growth Fund, Marshall Mid-Cap Value Fund, Marshall Mid-Cap Growth Fund and Marshall Small-Cap Growth Fund |
Ladies and Gentlemen:
We have acted as Wisconsin corporate counsel for you in connection with the sale by Marshall Funds, Inc. (the Company) of an indefinite number of shares (the Shares) of common stock, $.0001 par value, of the Series I shares of Marshall Large-Cap Value Fund, Marshall Large-Cap Growth Fund, Marshall Mid-Cap Value Fund, Marshall Mid-Cap Growth Fund and Marshall Small-Cap Growth Fund (collectively, the Funds), in the manner set forth in Post-Effective Amendment No. 52 to the Companys Registration Statement on Form N-1A (the Registration Statement).
We have examined: (a) the Registration Statement (and the Prospectus of the Funds included therein), (b) the Companys Articles of Incorporation and By-Laws, each as amended to date, (c) certain resolutions of the Companys Board of Directors, and (d) such other proceedings, documents and records as we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that the Shares, when sold as contemplated in the Registration Statement, will be duly authorized and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are experts within the meaning of Section 11 of the Securities Act of 1933, as amended (the 1933 Act), or within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours, |
/s/ GODFREY & KAHN, S.C. |
GODFREY & KAHN, S.C. |
Exhibit j
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated October 25, 2007, relating to the financial statements and financial highlights which appear in the August 31, 2007 Annual Report to Shareholders of Marshall Funds, Inc., comprised of Marshall Large-Cap Value Fund, Marshall Large-Cap Growth Fund, Marshall Mid-Cap Value Fund, Marshall Mid-Cap Growth Fund, Marshall Small-Cap Growth Fund, Marshall International Stock Fund, Marshall Aggregate Bond Fund, Marshall Government Income Fund, Marshall Short-Intermediate Bond Fund, Marshall Short-Term Income Fund, Marshall Government Money Market Fund, Marshall Prime Money Market Fund and Marshall Tax-Free Money Market Fund, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings Financial Highlights and Independent Registered Public Accounting Firm in such Registration Statement.
/s/ PricewaterhouseCoopers LLP |
Chicago, Illinois |
January 28, 2008 |
Exhibit (n)
MARSHALL FUNDS, INC.
MULTIPLE CLASS PLAN
Amended January 29, 2008
This Multiple Class Plan (Plan) is adopted by Marshall Funds, Inc. (the Corporation), a Wisconsin corporation, with respect to the classes of shares (Classes) of certain of its portfolios (the Funds) set forth in exhibits hereto (the Class Exhibits).
1. | PURPOSE |
This Plan is adopted pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended (the Rule), in connection with the issuance by the Corporation of more than one class of shares of any or all of the Funds in reliance on the Rule.
2. | SEPARATE ARRANGEMENTS / CLASS DIFFERENCES |
The arrangements for shareholders services or the distribution of securities, or both, for each Class shall be as set forth in the applicable Class Exhibit hereto.
3. | EXPENSE ALLOCATIONS |
Each Class shall be allocated their allocable portion of Fund-level and Corporation-level expenses. Each Class shall be allocated those expenses attributable specifically to the Class, which are described in the applicable Class Exhibit hereto (Class Expenses). Class Expenses may include distribution expenses; shareholder services expenses; transfer agent fees; printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses, and proxies to current shareholders; blue sky registration fees; SEC registration fees; the expense of administrative personnel and services as required to support the shareholders of a specific class; litigation or other legal expenses relating solely to one Class; or directors fees incurred as a result of issues relating to one Class of shares.
4. | CONVERSION FEATURES |
The conversion features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.
5. | EXCHANGE FEATURES |
The exchange features for shares of each Class shall be as set forth in the applicable Class Exhibit hereto.
6. | AMENDMENT |
Any material amendment of this Plan or any Class Exhibit hereto by the Corporation is subject to the approval of a majority of the directors of the Corporation, and a majority of the directors of the Corporation who are not interested persons of the Corporation, pursuant to the Rule.
EXHIBIT A
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS Y SHARES
Marshall Prime Money Market Fund
Marshall Government Money Market Fund
Marshall Tax-Free Money Market Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Corporation (Funds) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class Y Shares of the Fund.
1. | SEPARATE ARRANGEMENTS |
CHANNEL/TARGET CUSTOMERS
Class Y Shares are designed for sale to customers of Marshall & Ilsley Corporation and its affiliates or retail customers of institutions that have not entered into a marketing arrangement or do not provide sales and/or administrative services for the sale of Fund shares.
SALES LOAD
None
DISTRIBUTION FEES
None
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.25 of 1% of the average daily net asset value of the Class Y Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
MINIMUM INVESTMENTS
The minimum initial investment in Class Y Shares is $1,000. Subsequent investments must be in amounts of at least $50.
A-1
VOTING RIGHTS
Each Class Y Share gives the shareholder one vote in Director elections and other matters submitted to shareholders of the entire Corporation for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. | EXPENSE ALLOCATION |
DISTRIBUTION FEES
No Distribution Fees are allocated to Class Y Shares.
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class Y Shares of each Fund.
3. | CONVERSION FEATURES |
Class Y Shares are not convertible into shares of any other class.
4. | EXCHANGE FEATURES |
Class Y Shares of any portfolio may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus.
A-2
EXHIBIT B
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS Y SHARES
Marshall Large-Cap Value Fund
Marshall Large-Cap Growth Fund
Marshall Mid-Cap Value Fund
Marshall Mid-Cap Growth Fund
Marshall Small-Cap Growth Fund
Marshall International Stock Fund
Marshall Aggregate Bond Fund
Marshall Government Income Fund
Marshall Short-Intermediate Bond Fund
Marshall Intermediate Tax-Free Fund
Marshall Short-Term Income Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Corporation (Funds) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class Y Shares of the Funds.
1. | SEPARATE ARRANGEMENTS |
CHANNEL/TARGET CUSTOMERS
Class Y Shares are designed for sale to individuals, trust customers of affiliates of Marshall & Ilsley Corporation and other financial institutions, as well as customers of institutions that have entered into a sales arrangement with the Funds, who prefer to invest in open-end investment company securities sold without an initial sales load.
SALES LOAD
None
DISTRIBUTION FEES
None
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.25 of 1% of the average daily net asset value of the Class Y Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
B-1
MINIMUM INVESTMENTS
The minimum initial investment in Class Y Shares is $1,000. Subsequent investments must be in amounts of at least $50.
VOTING RIGHTS
Each Class Y Share gives the shareholder one vote in Director elections and other matters submitted to shareholders of the entire Corporation for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. | EXPENSE ALLOCATION |
DISTRIBUTION FEES
No Distribution Fees are allocated to Class Y Shares.
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class Y Shares of each Fund.
3. | CONVERSION FEATURES |
Class Y Shares are not convertible into shares of any other class.
4. | EXCHANGE FEATURES |
Class Y Shares of the Funds may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the appropriate prospectus.
B-2
EXHIBIT C
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS A SHARES
Marshall Prime Money Market Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Corporation (Funds) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class A Shares of the Fund.
1. | SEPARATE ARRANGEMENTS |
CHANNEL/TARGET CUSTOMERS
Class A Shares are sold through institutions and other entities that have entered into marketing arrangements to make Fund shares available to their clients, customers or other specified investors, or that have agreed to provide sales and/or administrative services as agents for holders of Class A Shares.
SALES LOAD
None
DISTRIBUTION FEES
0.30 of 1% of the average daily net asset value of the Class A Shares of each Fund
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.25 of 1% of the average daily net asset value of the Class A Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
MINIMUM INVESTMENTS
The minimum initial investment in Class A Shares is $1,000. Subsequent investments must be in amounts of at least $50.
C-1
VOTING RIGHTS
Each Class A Share gives the shareholder one vote in Director elections and other matters submitted to shareholders of the entire Corporation for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. | EXPENSE ALLOCATION |
DISTRIBUTION FEES
Distribution Fees are allocated equally among the Class A Shares of the Fund.
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class A Shares of the Fund.
3. | CONVERSION FEATURES |
Class A Shares are not convertible into shares of any other class.
4. | EXCHANGE FEATURES |
Class A Shares of any Fund may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus.
C-2
EXHIBIT D
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS A SHARES
Marshall Large-Cap Value Fund
Marshall Large-Cap Growth Fund
Marshall Mid-Cap Value Fund
Marshall Mid-Cap Growth Fund
Marshall Small-Cap Growth Fund
Marshall International Stock Fund
Marshall Aggregate Bond Fund
Marshall Government Income Fund
Marshall Short-Intermediate Bond Fund
Marshall Short-Term Income Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Corporation (Funds) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class A Shares of the Funds.
1. | SEPARATE ARRANGEMENTS |
CHANNEL/TARGET CUSTOMERS
Class A Shares are designed for sale to retail customers of brokerage affiliates of Marshall & Ilsley Corporation and other authorized broker-dealers, who prefer to receive consultation services in connection with their investment in open-end investment company securities.
SALES LOAD
Class A Shares are sold with a maximum front-end sales load of 5.75%
DISTRIBUTION FEES
None
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.25 of 1% of the average daily net asset value of the Class A Shares. All or any portion of this fee may be waived by the shareholder servicing agent from time to time.
D-1
MINIMUM INVESTMENTS
The minimum initial investment in Class A Shares is $1,000. Subsequent investments must be in amounts of at least $50.
VOTING RIGHTS
Each Class A Share gives the shareholder one vote in Director elections and other matters submitted to shareholders of the entire Corporation for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. | EXPENSE ALLOCATION |
DISTRIBUTION FEES
No Distribution Fees are allocated to Class A Shares.
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class A Shares of each Fund.
3. | CONVERSION FEATURES |
Class A Shares are not convertible into shares of any other class.
4. | EXCHANGE FEATURES |
Class A Shares of any portfolio may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus.
D-2
EXHIBIT E
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS I SHARES
Marshall Large-Cap Value Fund
Marshall Large-Cap Growth Fund
Marshall Mid-Cap Value Fund
Marshall Mid-Cap Growth Fund
Marshall Small-Cap Growth Fund
Marshall International Stock Fund
Marshall Aggregate Bond Fund
Marshall Government Income Fund
Marshall Short-Intermediate Bond Fund
Marshall Short-Term Income Fund
Marshall Prime Money Market Fund
Marshall Government Money Market Fund
Marshall Tax-Free Money Market Fund
This Exhibit to the Multiple Class Plan (the Plan) is hereby adopted by the above-listed portfolios of the Corporation (Funds) pursuant to Sections 2, 3, 4, and 5 of the Plan with regard to the Class I Shares of the Funds.
1. | SEPARATE ARRANGEMENTS |
CHANNEL/TARGET CUSTOMERS
Class I Shares of the Marshall Large-Cap Value Fund, Marshall Large-Cap Growth Fund, Marshall Mid-Cap Value Fund, Marshall Mid-Cap Growth Fund, Marshall Small-Cap Growth Fund and the Marshall International Fund (the Equity Funds) are designed for sale to institutional investors. Class I Shares of the Marshall Aggregate Bond Fund, Marshall Government Income Fund, Marshall Short-Intermediate Bond Fund and Marshall Short-Term Income Fund (collectively, the Income Funds) are designed for sale to institutional investors. Class I Shares of the Marshall Prime Money Market Fund, Marshall Government Money Market Fund and Marshall Tax-Free Money Market Fund (collectively, the Money Market Funds) are designed for sale to institutional investors that are not natural persons.
SALES LOAD
None
DISTRIBUTION FEES
E-1
None
SHAREHOLDER SERVICES FEES
None
MINIMUM INVESTMENTS
The minimum initial investment in Class I Shares of each Equity Fund is $2 million. The minimum initial investment in Class I Shares of each Income Fund is $2 million. The minimum initial investment in Class I Shares of each Money Market Fund is $10 million.
VOTING RIGHTS
Each Class I Share gives the shareholder one vote in Director elections and other matters submitted to shareholders of the entire Corporation for vote. All shares of each portfolio or class in the Funds have equal voting rights, except that only shares of a particular portfolio or class are entitled to vote in matters affecting that portfolio or class.
2. | EXPENSE ALLOCATION |
DISTRIBUTION FEES
None
SHAREHOLDER SERVICE FEES
None
3. | CONVERSION FEATURES |
Class I Shares are not convertible into shares of any other class.
4. | EXCHANGE FEATURES |
Class I Shares of any portfolio may be exchanged for Shares of other Funds of the Corporation pursuant to the conditions described in the applicable prospectus.
E-2
Exhibit (p)(1)
M ARSHALL F UNDS , I NC .
M&I I NVESTMENT M ANAGEMENT C ORP .
CODE OF ETHICS
I. BACKGROUND
This Code of Ethics (the Code) has been adopted by M&I Investment Management Corp. (M&I or the Adviser) and Marshall Funds, Inc. (the Funds) to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the Investment Company Act).
1. | Definitions |
(a) | Access Person means (i) any Advisory Person of the Adviser or Marshall Funds, Inc.; (ii) any Supervised Person who has access to nonpublic information regarding any Advisory Clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of the Investment Company; and (iii) any Supervised Person who is involved in making securities recommendations to Advisory Clients, or who has access to such recommendations that are nonpublic. All of the directors and officers of the Adviser and Marshall Funds, Inc. are presumed to be Access Persons. |
(b) | Adviser means M&I Investment Management Corp. (IMC). |
(c) | Advisory Client means any client (including investment companies, managed accounts, and trust accounts) for which IMC serves as an investment adviser, renders investment advice, or makes investment decisions. |
(d) | Advisory Person means (i) any director, officer, or employee of the Adviser (or of any company in a control relationship to the Adviser or Marshall Funds, Inc.), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the current purchases or sales of a Security by an Advisory Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Adviser or Marshall Funds, Inc. who normally obtains information concerning current recommendations made to an Advisory Client with regard to the purchases or sales of a Security. |
(e) | Associated Procedures means those policies, procedures and/or statements that have been adopted by the Adviser, and which are designed to supplement this Code and its provisions. |
(f) |
A Security is being considered for purchase or sale when a recommendation to purchase or sell a Security has been made and communicated and, with respect to |
1
the person making the recommendation, when such person seriously considers making such a recommendation. |
(g) | Beneficial ownership shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all Securities which an Access Person has or acquires. As a general matter, beneficial ownership will be attributed to an Access Person in all instances where the Access Person (i) possesses the ability to purchase or sell the Securities (or the ability to direct the disposition of the Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Securities; or (iii) receives any benefits substantially equivalent to those of ownership. In addition to an Access Persons own accounts, a person is presumed to be the beneficial owner of Securities held by immediate family members sharing the Access Persons household (immediate family means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or equivalent domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships). |
(h) | Chief Compliance Officer means the Chief Compliance Officer of the Adviser. |
(i) | Code means this Code of Ethics. |
(j) | Control shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act. |
(k) | Disinterested Director means a director or trustee of Marshall Funds, Inc. who is not an interested person of the Marshall Funds, Inc. within the meaning of Section 2(a)(19) of the 1940 Act. |
(l) | Federal Securities Laws include the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Gramm-Leach-Bliley Act, and the Bank Secrecy Act, all as amended from time to time, and the rules and regulations thereunder. |
(m) | Investment Company means each registered investment company (and any series or portfolios of such company) that is advised or sub-advised by the Adviser. As the context requires, Investment Company may refer to one or more investment companies. |
(n) | Investment Personnel include: Access Persons with direct responsibility and authority to make investment decisions affecting the Advisory Client portfolios (such as fund or portfolio managers); Access Persons who provide information and advice to such managers (such as securities analysts); and Access Persons who assist in executing investment decisions for the Advisory Clients (such as traders). As the context requires, Investment Personnel may refer to one or more Access Persons. |
2
(o) | Public Company means any entity subject to the reporting requirements of the Securities Exchange Act of 1934. |
(p) | Purchase or sale of a Security includes the writing of an option to purchase or sell a Security. |
(q) | Reportable Security shall have the same meaning as Security defined below. Reportable Securities include Exchange Traded Funds (ETFs). The term does not include: |
|
Direct obligations of the Government of the United States; |
|
Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
|
Shares issued by non-affiliated open-end registered investment companies (i.e., Marshall Funds and the Marshall Asset Allocation Program are reportable); and |
|
Shares issued by money market funds, including Marshall Money Market funds. |
(r) | Security shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act or Section 202(a)(18) of the Advisers Act Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing. |
(s) | Supervised Person means any employee of the Adviser. Employees of IMC typically include individuals working in the following areas: the Investment Department (fund managers, analysts, traders, etc.), Compliance/Legal, Performance Measurement, IMC Technology, or portfolio managers and their staff. Additionally, based on circumstance, the Chief Compliance Officer or his or her designee may consider non-employees of IMC to be Supervised Persons and subject to this Code. The Chief Compliance Officer (or his or her designee) will maintain a list of all Supervised Persons and provide each Supervised Person with this Code and any amendments. |
3
(t) | 1940 Act means the Investment Company Act of 1940, as amended. |
II. STANDARDS OF CONDUCT AND COMPLIANCE WITH LAWS
As a fiduciary to our clients, M&I strives to act in the best interest of our clients and Fund shareholders and to place their interests ahead of our own. We believe over the long run M&Is interests will be best served by this philosophy. This Code of Ethics is based on concepts of fiduciary duty, securities laws, and internal policies adopted by M&I. It is intended to promote the highest standards of ethical and professional conduct. In addition to the specific requirements of the Code, M&Is Supervised Persons are required to comply with all applicable federal securities laws. Such laws include laws regulating privacy, anti-money laundering, insider trading, offerings and sales of securities, and fraud. If you have a question regarding such laws, please consult with the Compliance Department.
Section IV of the Code deals with personal securities trading by M&Is supervised persons. The general fiduciary principles that govern personal investment activities are: (1) the duty at all times to place the interests of clients/shareholders first; (2) the requirement that all personal securities transactions be conducted in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of a supervised persons position of trust and responsibility; and (3) the principle that the Advisors personnel should not take inappropriate advantage of their positions.
M&I recognizes that independence in the investment decision-making process is vital. Causing a portfolio to take action or to fail to take action for the purpose of achieving a personal benefit rather than to benefit the portfolio is a violation of this Code. Research personnel have an affirmative duty to bring suitable securities to the attention of those making investment decisions. Consequently, the failure to recommend or buy a suitable security for a client or Fund in order to avoid the appearance of conflict from a personal transaction in that security will be considered a violation.
This Code is not intended to deal with every possible situation supervised persons may encounter. If a situation arises that is not covered in the Code, or if a supervised person is uncertain about any aspect of the Code, he/she is asked to consult with the Compliance Department.
III. PROTECTION OF NON-MATERIAL NON-PUBLIC INFORMATION
A Supervised Person who becomes aware of material information that has not been disclosed to the marketplace generally should not, without first discussing the matter with the Chief Compliance Officer, (i) trade in (purchase or sell) the securities of the company to which the information relates, either on behalf of an Advisory Client or for his or her own or a related account, (ii) recommend transactions in such securities, or (iii) disclose that information (tip) to others. These restrictions apply if such information has been acquired improperly or, though acquired properly, has been obtained in circumstances in which there is a reasonable expectation that it will not be used for trading purposes, or where the information relates to a tender offer and came from a tender offer participant.
4
In particular, no employee should trade, tip, or recommend the securities of any issuer having obtained material nonpublic information on a confidential basis, from an insider in breach of his or her duty, or through misappropriation. On the other hand, there is no prohibition against using information obtained legitimately through ones own analyses or appropriate investigative efforts.
Any Supervised Person who acquires material nonpublic information may not discuss that company with others, other than to report such fact to Chief Compliance Officer and/or Wealth Managements General Counsel. Once material nonpublic information has been disclosed to a person, he or she is precluded from trading in the security to which that information relates, making any comment which could be viewed as a recommendation, or otherwise further disclosing the information, as long as he or she possesses material nonpublic information. 1 In this regard, particular restraint should be exercised to avoid the transmission of information which is not likely to become public in the short term.
In addition, all Supervised Persons are subject to Marshall & Ilsleys Policy on Securities Trading. Employees are also subject to the Marshall & Ilsley Trust Company, N.A.s Insider Activity Policy.
1. | Materiality. Information is material if it has market significance, that is, if its public dissemination is likely to affect the market value of securities, or if it is otherwise information that a reasonable investor would want to know before making an investment decision. |
While it is impossible to list all types of information which might be deemed material under particular circumstances, information dealing with the following subjects is often found to be material:
|
earnings estimates and other financial projections |
|
dividends |
|
major new discoveries or advances in research |
|
acquisitions, including mergers and tender offers |
|
sales of substantial assets |
|
changes in debt ratings |
|
significant write-downs of assets or additions to reserves for bad debts or contingent liabilities |
On the other hand, information is generally not material if its public dissemination would not have a market impact, or if the information would not likely influence a reasonable investor making an investment decision. Since such judgments may ultimately be challenged with the benefit of hindsight, and the consequences of a wrong decision are potentially severe, an employee should contact the Chief Compliance Officer for advice as to whether particular information is material.
1 | The restrictions on trading securities imposed by this section apply to anyone receiving material nonpublic information from an employee and (i) the IMC employee, (ii) the employees spouse, (iii) the employees minor children, (iv) any other person living with the employee or to whose support the employee contributes, and (v) any client over which the employee has discretionary authority. |
5
2. | Nonpublic. Information that has not been disclosed to the public generally is nonpublic. |
To demonstrate that certain information is public, the Supervised Person should be able to point to some fact showing that it is widely available. Information would generally be deemed widely available if it has been disclosed, for example, in the broad tape, Wall Street Journal, or widely circulated public disclosure documents, such as prospectuses, annual reports, or proxy statements. Nonpublic information may include (a) information available to a select group of analysts or brokers or institutional investors, (b) undisclosed facts which are the subject of rumors, even if the rumors are widely circulated, and (c) information that has been imparted on a confidential basis, unless and until the information is made public and enough time has elapsed for the market to respond to a public announcement of the information.
3. | Information from Affiliates. Because the Adviser is under common control with affiliate banks and other financial institutions, all of which could be a source of nonpublic information, the Adviser employees must be particularly careful to consider the nature of the information they receive before using it. Use of insider information obtained from an affiliate of the Adviser could subject both the Adviser and the affiliate to penalties for insider trading. |
4. | Information Obtained on a Confidential Basis. When an the Adviser employee obtains information from a source with the expectation that he or she will keep such information confidential, the Adviser and its employees are prohibited from using that information to trade, tip, or recommend securities and such confidential information may not be given to affiliates of the Adviser. The expectation of confidentiality may be either explicitly set forth or implied by the nature of the Advisers relationship with the source of the information. |
5. | Information Obtained through a Breach of Fiduciary Duty. Even in the absence of an expectation of confidentiality, the Advisers employees are prohibited from trading, tipping, or recommending securities on the basis of material nonpublic information disclosed by an insider in breach of a fiduciary or similar duty. |
6. | Information Obtained Through Misappropriation. Misappropriated information is information that has been improperly obtained or, though obtained properly, is being used improperly for a purpose contrary to the purpose for which it was given. For example, if a printer, a commercial banker, or a lawyer passes along to others material nonpublic information entrusted to him or her by a client, misappropriation may have occurred. Thus, if such a person divulges the information to a person who knows of that relationship, and the person trades, tips, or recommends the clients securities, liability as a tippee with respect to the misappropriated information may be found. For this reason, absent approval by Chief Compliance Officer on the basis of a full exploration of the facts, no employee may trade, tip, or make recommendations regarding affected securities where he or she has reason to believe the information has been misappropriated. |
6
Any violation of the procedures in this section, or any other disclosure or use of material nonpublic information, should be reported to the firms Chief Compliance Officer immediately. Violations may result in disciplinary action.
Any question as to the applicability or interpretation of these guidelines or the propriety of any desired action must be discussed with Chief Compliance Officer prior to trading or disclosure of the information.
IV. PERSONAL SECURITIES TRADING
The Code requires M&Is Supervised Persons to conduct any personal securities trading activities in compliance with the provisions of the Code and to periodically report their personal securities transactions and holdings to the Compliance Department, which is required to review those reports. If a Supervised Person is considered an Access Person, he/she is also subject to the pre-clearance requirements detailed in Section A.1 below.
Supervised Persons must submit holdings and transaction reports for Reportable Securities in which the Supervised Person has, or acquires, any direct or indirect Beneficial Ownership.
A. | Personal Trading Procedures |
1. | Pre-Clearance Requirements |
Access Persons must pre-clear every purchase or sale of a Reportable Security in which the Access Person has a beneficial ownership (including transactions in 401k, pension or profit-sharing plans)., unless they are specifically excluded from pre-clearance per Section 2 below. Securities must be pre-cleared using the IMC Personal Transaction Program.
(a) | Pre-clearance approval remains in effect until the end of the business day. |
(b) | Pre-clearance approval and the receipt of express prior pre-clearance approval does not exempt you from the prohibitions outlined in this Code. |
(c) | When trading options, the Access Person must pre-clear the underlying security before entering into the option contract. |
(d) | Pre-clearance requirements do not apply to Disinterested Directors. |
7
2. | Exceptions from Pre-Clearance Requirements |
The following exceptions are from pre-clearance only ; please see Section B for applicable reporting requirements.
Access Persons are not required to pre-clear the following transactions:
a) | purchases or sales of 2,000 shares or less (or 20 options contracts or less) in a public company whose market capitalization is greater than $5 billion at the time of the purchase or sale; |
b) | purchases or sales in ETFs; |
c) | transactions in affiliated mutual funds, such as Marshall Funds and/or the Marshall Asset Allocation Program; |
d) | purchases or sales in foreign currency or foreign currency futures; |
e) | purchases or sales of options and futures on broad-based indices, defined as indices consisting of 100 names or more; |
f) | transactions over which the Access Person has no control, such as the expiration of an option contract or option exercise thresholds that trigger an automatic exercise of options; |
g) | the execution of options of Marshall & Ilsley Corporation acquired as the result of employment at M&I or its affiliates; |
h) | purchases which are made through an automatic investment plans; part of an automatic payroll deduction plan, whereby an employee purchases securities issued by an employer; However, initial transactions and any transaction that overrides the pre-set schedule or allocations of the automatic investment plan must be pre-cleared and reported (this does not apply to M&Is ESPP plan please see section IV.C.). |
i) | purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and any sales of such rights so acquired; |
j) | the acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; |
k) | purchases which (upon advance notification and approval of the Chief Compliance Officer or his or her designee) are part of an offering made available to a spouse of an Access Person solely by virtue of that spouses employment; |
8
l) | Purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control; or |
m) | any transaction in which the Chief Compliance Officer or his or her designee determines that the nature of the Security traded or the facts surrounding the transaction are sufficient enough to preclude pre-clearance. |
3. | Prohibited Transactions and Activities |
(a) | No Supervised Person or immediate family member sharing the Supervised Persons household shall purchase or sell, directly or indirectly, any Security in which he or she has, or by reason of such transaction acquires, a direct or indirect beneficial ownership interest and which he or she knows, or should have known, at the time of such purchase or sale: |
i. | is being considered for purchase or sale by an Advisory Client; or |
ii. | is being purchased or sold by an Advisory Client. |
(b) | Inducing or causing an Advisory Client to take action, or to fail to take action, for the purpose of achieving a personal benefit, rather than a benefit for the Advisory Client, is a violation of this Code. Examples of this would include causing an Advisory Client to purchase a Security owned by the Supervised Person for the purpose of supporting or driving up the price of the Security, and causing the Advisory Client to refrain from selling a Security in an attempt to protect the value of the Supervised Persons investment, such as an outstanding option. |
(c) | Using knowledge of an Advisory Clients portfolio transactions to profit by the market effect of such transactions is a violation of this Code. One test which will be applied in determining whether this prohibition has been violated will be to review the Securities transactions of Supervised Persons for patterns. However, it is important to note that a violation could result from a single transaction if the circumstances warranted a finding that the provisions of Section II of this Code have been violated. |
(d) | All Supervised Persons and immediate family members sharing the same household are prohibited from acquiring any Security distributed in an initial public offering (IPO), until trading of the Security commences in the secondary market. |
(e) |
All Supervised Persons and immediate family members sharing the same household are prohibited from acquiring Securities for their personal accounts in a private placement made by an issuer that is a Public Company, without the express prior approval of the President of the Adviser (or his designee) and the Chief Compliance Officer (or his or her designee). All Supervised Persons and immediate family members sharing the same household must pre-clear with the Chief Compliance Officer purchases in a private placement made by an issuer that is not a Public Company. The Chief Compliance Officer, as appropriate, will maintain a record of any decision, and the reasons supporting the decision, to |
9
approve the acquisition of Securities in a private placement. In instances where an Investment Personnel, after receiving prior approval, acquires a Security in a private placement, the Investment Personnel has an affirmative obligation to disclose this Investment to the Chief Compliance Officer (or his designee) if the Investment Personnel participates in any subsequent consideration of any potential investment, by an Advisory Client, in the issuer of those Securities. An Advisory Clients decision to purchase Securities of such an issuer (following a purchase by an Investment Personnel in an approved personal transaction) will be subject to an independent review by the President of the Adviser, or his designee, so long as the person conducting such review has no personal interest in the issuer. |
(f) | Unless a personal transaction meets the de minimis exception listed under Section 2(a), all Access Persons and immediate family members sharing the same household, including all Investment Personnel, are prohibited from executing a personal transaction in any Reportable Security on a day during which an Advisory Client has a pending buy or sell order for that Reportable Security, and for seven (7) calendar days after an Advisory Client purchases or sells the same Reportable Security. Any purchases or sales of any Reportable Security by an Access Person within seven (7) days before an Advisory Client purchases or sells the same Reportable Security are subject to review on a case-by-case basis for purposes of determining whether a violation of this Code has or may have occurred. Transactions undertaken in violation of this Codes prohibitions will be subject to disciplinary action, as determined by the Chief Compliance Officer, his or her designee, and/or the Investment Companys Board of Directors. |
(g) | All Investment Personnel are prohibited from serving on the boards of directors of any Public Company, absent express prior authorization from the President of the Adviser (or his designee). Authorization to serve on the board of a Public Company may be granted in instances where the President of the Adviser (or his designee) determines that such board service would be consistent with the interests of the Advisory Clients, including shareholders of the Investment Company. If prior approval to serve as a director of a Public Company is granted, an Investment Personnel has an affirmative duty to excuse himself from participating in any deliberations by the Adviser regarding possible investments in the securities issued by the Public Company on whose board the Investment Personnel sits. |
(h) | When purchasing, exchanging, or redeeming shares of an Investment Company, Supervised Persons must comply in all respects with the policies and standards set forth in the Investment Companys prospectus, including restrictions on short-term trading. With the exception of transactions in money market funds, redemptions or exchanges made within 30 days after the most recent purchase, determined on the last-in, first-out basis, are prohibited. |
10
B. | Reporting Requirements |
Failure to complete the reports described in this Section of the Code in the specified timeframe is a violation of Rule 17j-1 and Rule 204A-1 under the Investment Company Act of 1940 and the Investment Advisers Act of 1940, respectively, as well as the Code. Such violations may be reported to the Advisers and Investment Companys Board of Directors and may also result, among other things, in denial of future personal security transaction requests.
1. | Initial and Annual Holdings Reports |
(a) | Content of Holdings Reports. |
Every Supervised Person shall report to the Adviser the information described below to the Chief Compliance Officer (or his or her designee) for any Security in which such Supervised Person or immediate family member sharing the same household has, or by reason of such transaction acquires, any direct or indirect beneficial ownership:
i. | the full name (title), description (type and exchange ticker symbol or CUSIP number), number of shares and principal amount, of each Reportable Security in which the Access Person or any immediate family member sharing the same household had any direct or indirect beneficial ownership when the person became an Access Person; |
ii. | the name of any broker, dealer or bank maintaining an account in which any Securities are held; and |
iii. | date and signature. |
(b) | Timing of Holdings Reports |
Supervised Persons are required to submit a holdings report:
i. | no later than 10 days after the person becomes a Supervised Person, and the information must be current as of a date no more than 45 days prior to the date the person becomes a Supervised Person; and |
ii. | by February 15th of each year, an annual holdings report listing all Securities held by such Supervised Person as of December 31st of the prior year. |
2. | Quarterly Transaction Reports |
(a) | Content and Timing of Transaction Reports |
Within 30 calendar days after the end of each quarter, the Supervised Person will provide the Chief Compliance Officer (or his or her designee) with a transaction report (Exhibit C) containing the following information:
i. | the date of the transaction, the title, and, as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares, and the principal amount of each Reportable Security involved; |
11
ii. | the nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
iii. | the price at which the transaction was effected; |
iv. | the name of the broker, dealer or bank with or through which the transaction was effected; |
v. | date and signature; and |
vi. | if there were no personal transactions in Reportable Securities during the period, either a statement to that effect or the word None (or some similar designation). |
(b) | Exceptions to Reporting Requirements |
Supervised Persons are not required to report:
i. | purchases which are made through an automatic investment plans; part of an automatic payroll deduction plan, whereby an employee purchases securities issued by an employer; However, initial transactions and any transaction that overrides the pre-set schedule or allocations of the automatic investment plan must be pre-cleared and reported (this does not apply to M&Is ESPP. See Section IV.C. |
ii. | purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and any sales of such rights so acquired; |
iii. | the acquisition of Reportable Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities; |
iv. | purchases which (upon advance notification and approval of the Chief Compliance Officer) are part of an offering made available to a spouse of an Supervised Person solely by virtue of that spouses employment; |
v. | Purchases or sales effected in any account over which the Supervised Person has no direct or indirect influence or control; or |
3. | Brokerage Account Reports |
Ideally, Supervised or Access Persons should report new brokerage accounts when they are opened. On a quarterly basis, Access Persons will be asked to report any new brokerage accounts opened during the quarter.
4. | Duplicate Statements |
Every Supervised Person is required to direct his or her broker to forward to the Compliance Department, on a timely basis, duplicate copies of both confirmations of all
12
personal transactions in Securities effected for any account in which such Supervised Person has any direct or indirect beneficial ownership interest and periodic statements relating to any such account.
C. | M&I & Related Securities |
1. | M&I Stock |
Shares of M&I stock are subject to the same provisions of this Code, as any other equity security. As long as M&I has a market cap in excess of $5 billion, it will qualify for treatment under Section IV(A)(2)(a).
2. | M&I ESPP |
Supervised Persons who participate in the M&I ESPP plan are required to report this account. Initial and subsequent additions to the plan are not subject to pre-clearance, nor are they reportable. However, sales of M&I stock acquired through the plan are subject to pre-clearance for Access Persons. All Supervised Persons must report such sales.
3. | M&I Stock Option Program |
Supervised Persons who receive M&I stock options are required to report their account. Because M&I Corporation reviews cashless/sameday sales of these stock options, cashless/sameday sales are not subject to pre-clearance, but the transaction is reportable on the Quarterly Transaction Report. If you exercise your options and do not elect to do a same day sale, any subsequent sales of M&I stock will be subject to pre-clearance in accordance with Section IV.A.
4. | Metavante Stock & Stock Options |
Metavante stock and options are subject to the same provisions of this Code, as any other equity security.
V. GIFT POLICY
All Investment Personnel are prohibited from offering or receiving any gift, favor, preferential treatment, valuable consideration, or other thing of more than a de minimis value in any calendar year from any person or entity from, to or through whom the Adviser purchases or sells Securities, or an issuer of Securities. All other Supervised Persons must receive approval from the Chief Compliance Officer (or his or her designee) prior to offering or accepting any gift, favor, preferential treatment, valuable consideration or other thing of more than a de minimis value in any calendar year from any person that does business with or on behalf of the Adviser. For purposes of this section, de minimis value is equal to $100 or less. In determining the value of a gift, Supervised Persons, including Investment Personnel, should use the higher of cost or market value.
13
1. | Exceptions to the Definition of a Gift |
The gift policy does not apply to the following items:
(a) | salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Access Persons employment responsibilities for the Access Persons employer; |
(b) | the offer or acceptance of meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions; |
(c) | the offer or acceptance of advertising or promotional material of nominal value, which is generally $50 or less, such as pens, pencils, note pads, key chains, calendars and similar items; |
(d) | the offer or acceptance of gifts, meals, refreshments, or entertainment of reasonable value, which is generally $100 or less, that are related to commonly recognized major events related to employment, such as a promotion, new job, etc.; |
(e) | the offer or acceptance of personal gifts such as a wedding gift or a congratulatory gift for the birth of a child, provided that these gifts are not given as a result of the business relationship 2 and the individual giving the gift bears the cost of the gift and not the employer (e.g., the gift is not paid for by the Adviser, or its affiliates); or |
(f) | the offer or acceptance of awards, from an employer to an employee, for recognition of service and accomplishment. |
2. | State or Municipal Pension Funds |
Regulations related to the investment management of state or municipal pension funds often severely restrict or prohibit the offer of gifts or entertainment of any value to government officials (elected officials and employees of elected officials) who have involvement or influence over the selection of an investment manager. Prior to providing any gift or entertainment, the Supervised Person will generally consult with such individuals.
3. | Reporting |
Any Supervised Person who offers or receives any gift, favor, preferential treatment, valuable consideration or other thing of value from any person or entity that does business either with or on behalf of an Advisory Client (including an issuer of Securities or any entity or person through whom an Advisory Client purchases or sells Securities) is required to report the offer or receipt of such gift at least quarterly to the Chief
2 | For example, in situations where there is a pre-existing personal or family relationship between the person giving the gift and the recipient. |
14
Compliance Officer (or his or her designee). The report must include a description of the given or received, the name of the person receiving or giving the gifted and the estimated valued of the gift.
VI. REPORTING VIOLATIONS AND SANCTIONS
Supervised Persons who are aware of any possible violations of this Code must promptly report them to the Chief Compliance Officer. The Chief Compliance Officer will review all such reports, all reports required under Section 6 of this Code, and personal trading activity and trading records to identify improper trades or patterns of trading or possible violations. Upon determining that a violation of this Code or its Associated Procedures has occurred, the Chief Compliance Officer may take such actions or impose such sanctions, if any, as he or she deems appropriate, including, but not limited to: (a) a letter of censure; (b) suspension; (c) a fine, either nominal or substantial; (d) the unwinding of trades; (e) the disgorging of profits; or (f) termination. These sanctions may be assessed individually or in combination. Prior violations by the Supervised Person and the degree of responsibility exercised by the Supervised Person will be taken into consideration in the assessment of sanctions. In instances where a member of the Supervised Persons household commits the violation, any sanction will be imposed on the Supervised Person.
VII. CERTIFICATION AND ACKNOWLEDGEMENT
Upon becoming a Supervised Person and annually by February 15th of each year, every Supervised Person will provide the Chief Compliance Officer (or his or her designee) with certification that they have received, read, and understand the provisions of this Code, and that they recognize that they are subject to its provisions. The annual certification shall also include a statement that the Supervised Person has complied with the requirements of this Code and that the Supervised Person has disclosed or reported all personal transactions in Securities that are required to be disclosed or reported pursuant to the requirements of this Code.
VIII. DISINTERESTED DIRECTORS
With the exception of the quarterly transaction reporting requirements described below, the Disinterested Directors of the Funds are not subject to the provisions of this Code. A Disinterested Director, who would be required to make a report solely by reason of being an investment company director, is exempt from all reporting requirements outlined in Section IV except as follows: A Disinterested Director need only report a personal transaction in a Security if such director, at the time of that personal transaction, knew or, in the ordinary course of fulfilling his or her official duties as a director of Marshall Funds, Inc., should have known that, during the 15-day period immediately preceding or following the date of the personal transaction by the director, such Security was purchased or sold by Marshall Funds, Inc. (or any portfolio thereof) or was being considered for purchase or sale by Marshall Funds, Inc. (or any portfolio thereof) or its investment adviser. Such reports shall be submitted to the Chief Compliance Officer within 30 days after the end of the quarter on the form attached as Exhibit C.
15
IX. WAIVERS BY THE CHIEF COMPLIANCE OFFICER
The Chief Compliance Officer or his or her designee may, in his or her discretion, waive compliance by an Access Person with the provisions of the Code, if he or she finds that such a waiver: (i) is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances; (ii) will not be inconsistent with the purposes and objectives of the Code; (iii) will not adversely affect the interests of any Advisory Client or the interests of the Adviser or its affiliates; and (iv) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. Any waiver shall be in writing and shall contain a statement of the basis for the waiver.
X. ANNUAL REPORT TO MARSHALL FUNDS BOARD OF DIRECTORS
No less frequently than annually, the Adviser and Marshall Funds, Inc. are each required to furnish to the Marshall Funds Board of Directors a written report that:
(a) | describes any issues arising under the Code of Ethics since the last report to the Board of Directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and |
(b) | certifies that the Adviser and Marshall Funds, Inc. have adopted procedures reasonably necessary to prevent access persons from violating the Code. |
XI. CONFIDENTIALITY
All reports and records monitored, prepared or maintained pursuant to this Code shall be considered confidential and proprietary to the Adviser and/or Marshall Funds, Inc. and shall be maintained and protected accordingly, except to the extent necessary to implement and enforce provisions of the Code or to comply with requests for information from government agencies.
16
EXHIBIT A
FORM OF
INITIAL CERTIFICATION
MARSHALL FUNDS, INC.
M&I INVESTMENT MANAGEMENT CORP.
CODE OF ETHICS
The undersigned hereby certifies that he/she has received, read and understands the Code of Ethics of M&I Investment Management Corp. and Marshall Funds, Inc. The undersigned recognizes that he/she is subject to the provisions of the Code of Ethics and agrees to report or disclose all personal transactions in Securities that are required to be reported or disclosed pursuant to the Code of Ethics.
Date: |
|
Signature: |
|
|||||
Name: |
|
|||||||
(Please print) |
EXHIBIT B
FORM OF ANNUAL CERTIFICATION
FOR THE YEAR ENDED DECEMBER 31, 20xx
MARSHALL FUNDS, INC.
M&I INVESTMENT MANAGEMENT CORP.
CODE OF ETHICS
The undersigned hereby certifies that he/she has received, read and understands the Code of Ethics of M&I Investment Management Corp. The undersigned recognizes that he/she is subject to the provisions of the Code of Ethics and agrees to comply with all of its terms and conditions including, but not limited to, reporting or disclosing (i) any offers and/or receipts of gifts, favors, or other things of value from any person or entity that does business either with or on behalf of an Advisory Client (including an issuer of Securities or any entity or person through whom an Advisory Client purchases or sells Securities), and (ii) all personal transactions in Securities that are required to be reported or disclosed pursuant to the Code of Ethics.
The undersigned further certifies that during the past year he/she has (i) reported all offers and receipts of gifts required to be reported or disclosed pursuant to the Code of Ethics, (ii) not offered or accepted, in aggregate for the calendar year, any gift, favor, preferential treatment, valuable consideration or other thing of more than $100 value from any person or entity that does business with or on behalf of an Advisory Client without prior approval by the Chief Compliance Officer (iii) reported all personal transactions in Securities that are required to be reported or disclosed pursuant to the Code of Ethics, and (iv) complied with the Code of Ethics in all other respects.
Date: |
|
Signature: |
|
|||||
Name: |
|
|||||||
(Please print) |
EXHIBIT C
M ARSHALL F UNDS , I NC .
TRANSACTION REPORTING FORM FOR DISINTERESTED DIRECTORS
Background. Marshall Funds, Inc. (the Marshall Funds or Funds) has adopted a code of ethics (the Code of Ethics) to comply with Rule 17j-1 of the Investment Company Act. The Code of Ethics requires access persons to report their personal securities transactions. While the definition of access person includes directors of Marshall Funds, a director who is not an interested person of the Funds (i.e. a Disinterested Director) and who would be required to make a report solely by reason of being a Fund director, is not required to submit initial or annual holdings reports and is only required to report transactions in Securities (as defined by the Code of Ethics) on a quarterly basis if the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the directors transaction in a Security, a Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security.
Transaction Reporting. Each Disinterested Director shall submit to the Chief Compliance Officer of M&I Investment Management Corp., the Funds investment adviser, a list of any applicable transactions, as described above, within 30 days of each calendar quarter end on this Form. To the extent the Disinterested Director does not have any applicable transactions, this Form need not be submitted. The Disinterested Directors will be reminded periodically of their reporting responsibilities. The reporting of any transaction below shall not be construed as an admission of any direct or indirect beneficial ownership in the subject security.
T RANSACTION R ECORD FOR (Print Name) |
|
F OR THE Q UARTER E NDED |
|
I am reporting below all transactions required to be reported for the quarter pursuant to the Code of Ethics.
Date of
|
Name of Security
|
Interest
|
Maturity
|
Principal
|
Number of
|
Type of Transaction (B) (S) (Other) |
Price |
Broker/Bank/Other |
Name of Account (if other than yourself) |
|||||||||
|
|
|||||||||
Disinterested Director Signature | Date | |||||||||
REVIEWED: |
|
|
||||||||
Date | Compliance Review Signature | |||||||||
FOLLOW-UP ACTION (if any): ____________________ |