MARSHALL FUNDS INC
497, 1999-01-28
Previous: DREYFUS INVESTMENT GRADE BOND FUND INC, 497, 1999-01-28
Next: MARSHALL FUNDS INC, 497, 1999-01-28





[MARSHALL FUNDS LOGO]

Class Y Shares

Supplement to Prospectus dated December 31, 1998
- ------------------------------------------------------------------------------

1. Effective January 25, 1999, the GOVERNMENT INCOME FUND is managed by Joseph
M. Cullen. Mr. Cullen joined the Adviser in January 1999 and has managed the
Fund since that time. He was formerly a portfolio manager at Lincoln Investment
Management, Inc. from 1997 to 1998, and was a portfolio analyst from 1991 to
1994. From 1994 to 1997 he was a fixed income portfolio manager at The Boston
Company Asset Management, Inc. Mr. Cullen, who is a Chartered Financial Analyst,
received B.A. in Economics with a Minor in Mathematics from Ripon College, and a
M.B.A. in Finance from Carnegie Mellon University.

2. The Bar Charts and Average Annual Total Return tables below, update the
charts and tables on pages 3 through 8 in the Prospectus by including the
performance results of each Fund through December 31, 1998:


Marshall Equity Income Fund

Annual Total Return (calendar years 1994-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (4Q98)         11.67%
Worst quarter           (3Q98)         (7.75%)
</TABLE>

Average Annual Total Return through 12/31/98*

<TABLE>
<CAPTION>
                     Since 9/30/93
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    16.93%             10.48%            17.65%
S&P500                  23.32%             28.58%            24.06%
LEIFI                   16.03%             11.78%            16.62%
- ---------------------------------------------------------------------
</TABLE>



Marshall Large-Cap Growth & Income Fund

Annual Total Return (calendar years 1993-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (4Q98)          22.67%
Worst quarter           (3Q98)         (10.08%)
</TABLE>

Average Annual Total Return through 12/31/98*

<TABLE>
<CAPTION>
                     Since 11/20/92
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    15.43%             26.18%            18.04%
S&P500                  21.65%             28.58%            24.06%
LGIFI                   17.33%             13.58%            17.83%
- ---------------------------------------------------------------------
</TABLE>

*The table shows each Fund's average annual total returns compared to a broad-
based market index over a period of time. In addition, the performance of Equity
Income Fund is compared to the Lipper Equity Income Funds Index (LEIFI), and the
performance of Large-Cap Growth & Income Fund is compared to the Lipper Growth
&Income Funds Index (LGIFI), which are indices of funds with similar investment
objectives.

As with all mutual funds, past performance does not necessarily predict future
performance.



Marshall Mid-Cap Value Fund

Annual Total Return (calendar years 1994-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (4Q98)          12.36%
Worst quarter           (3Q98)         (13.20%)
</TABLE>

Average Annual Total Return through 12/31/98*

<TABLE>
<CAPTION>
                     Since 9/30/93
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    13.37%              5.15%            13.59%
SPMC                    18.45%             19.09%            18.84%
LMCFI                   14.89%             13.92%            15.20%
- ---------------------------------------------------------------------
</TABLE>




Marshall Mid-Cap Growth Fund

Annual Total Return (calendar years 1994-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (4Q98)          30.61%
Worst quarter           (3Q98)         (22.90%)
</TABLE>

Average Annual Total Return through 12/31/98*

<TABLE>
<CAPTION>
                     Since 9/30/93
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    16.17%             15.72%            16.67%
SPMC                    18.45%             19.09%            18.84%
LMCFI                   14.89%             13.92%            15.20%
- ---------------------------------------------------------------------
</TABLE>



Marshall Small-Cap Growth Fund/1/

Annual Total Return (calendar years 1996-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (4Q98)           30.28%
Worst quarter           (3Q98)          (27.56%)
</TABLE>

Average Annual Total Return through 12/31/98**

<TABLE>
<CAPTION>
                                 Since 11/1/95
                                   inception               1 Year
<S>                         <C>                       <C>
Fund                                29.65%                 3.41%
Russell 2000                        11.65%                (2.78%)
LSCFI                               10.30%                (0.85%)
- ---------------------------------------------------------------------
</TABLE>



Marshall International Stock Fund

Annual Total Return (calendar years 1995-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (4Q98)          16.30%
Worst quarter           (3Q98)         (19.06%)
</TABLE>

Average Annual Total Return through 12/31/98***

<TABLE>
<CAPTION>
                                 Since 9/1/94
                                  inception              1 Year
<S>                         <C>                     <C>
Fund                                8.65%                3.26%
EAFE Index                           6.09%               18.23%
LIFI                                8.41%               12.66%
- ---------------------------------------------------------------------
</TABLE>

*The table shows the Mid-Cap Value Fund and Mid-Cap Growth Fund's average annual
total returns over a period of time. In addition, the performance of the Funds
are compared to the Lipper Mid-Cap Funds Index (LMCFI), which is an index of
funds with similar investment objectives.

**The table shows Small-Cap Growth Fund's average annual total returns over a
period of time relative to the Russell 2000, a broad-based market index and the
Lipper Small Cap Funds Index (LSCFI), which are indices of funds with similar
investment objectives.

     ***The table shows the Fund's average annual total returns over a period of
time. In addition,  the performance of International  Stock Fund relative to the
Morgan Stanley Capital Europe,  Australia,  Far East Index (EAFE Index), and the
Lipper International Funds Index (LIFI), which are indices of funds with similar
investment objectives.

As with all mutual funds, past performance does not necessarily predict
future performance.

/1/ The SMALL-CAP GROWTH FUND is the successor to the portfolio of a collective
trust fund managed by the Adviser. At the Fund's commencement of operations, the
assets from the collective trust fund were transferred to the Fund in exchange
for Fund shares. The Fund's average annual total return since inception
(11/1/95) is 29.65% through 12/31/98. The quoted performance data includes the
performance of the collective trust fund for periods before the SMALL-CAP GROWTH
FUND'S registration statement became effective on August 30, 1996, as adjusted
to reflect the SMALL-CAP GROWTH FUND'S expenses. The collective trust fund was
not registered under the Investment Company Act of 1940 ("1940 Act") and
therefore was not subject to certain investment restrictions that are imposed by
the 1940 Act. If the collective trust fund had been registered under the 1940
Act, the performance may have been adversely affected.




Marshall Short-Term Income Fund

Annual Total Return (calendar years 1993-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (2Q95)         2.48%
Worst quarter           (1Q94)         0.17%
</TABLE>

Average Annual Total Return through 12/31/98/1/

<TABLE>
<CAPTION>
                     Since 11/1/92
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    5.05%             4.91%              5.39%
LSTIBI                  5.43%             5.73%              5.43%
DMFA                    4.45%             5.04%              4.86%
- ---------------------------------------------------------------------
</TABLE>




Marshall Intermediate Bond Fund

Annual Total Return (calendar years 1993-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (2Q95)          4.68%
Worst quarter           (1Q96)         (2.03%)
</TABLE>

Average Annual Total Return through 12/31/98/2/

<TABLE>
<CAPTION>
                     Since 11/23/92
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    5.78%            6.33%               5.49%
LGCI                    7.10%            8.44%               6.66%
LSIBF                   6.23%            6.99%               5.96%
- ---------------------------------------------------------------------
</TABLE>




Marshall Intermediate Tax-Free Fund

Annual Total Return (calendar years 1995-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (1Q95)          4.31%
Worst quarter           (1Q96)         (0.63%)
</TABLE>

Average Annual Total Return through 12/31/98/3/

<TABLE>
<CAPTION>
                               Since 2/2/94
                                 inception                   1 Year
<S>                         <C>                  <C>
Fund                              5.04%                       5.65%
LB7GOBI                           5.69%                       6.36%
LIMI                              5.00%                       5.59%
- ---------------------------------------------------------------------
</TABLE>




Marshall Government Income Fund

Annual Total Return (calendar years 1993-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>            <C>
Best quarter            (2Q95)          4.92%
Worst quarter           (1Q94)         (2.13%)
</TABLE>
Average Annual Total Return through 12/31/98/4/
<TABLE>
<CAPTION>
                     Since 12/13/92
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    6.24%              6.51%             6.24%
LMI                     7.29%              6.95%             7.23%
LUSMI                   6.17%              6.13%             5.70%
- ---------------------------------------------------------------------
</TABLE>

/1/ The table shows the Short-Term Income Fund's average annual total returns
over a period of time relative to the Lipper S-T Investment Grade Bond Index
(LSTIBI), a broad-based market index, and IBC/Donoghue's Taxable Money Fund
Average (DMFA), an average of money funds.

/2/ The table shows the Intermediate Bond Fund's total returns averaged over a
period of time relative to the Lehman Brothers Government/Corporate
Intermediate Index (LGCI), a broad-based market index and the Lipper
Short/Intermediate Investment Grade Bond Funds Index (LSIBF), an average of
funds with similar investment objectives.

/3/ The table shows the Intermediate Tax-Free Fund's average annual total
returns over a period of years relative to the Lehman Brothers 7-Year G.O. Bond
Index (LB7GOBI), a broad-based market index and the Lipper Intermediate
Municipal Funds Index (LIMI), an average of funds with similar investment
objectives.

/4/ The table shows the Government Income Fund's average annual total returns
over a period of years relative to the Lehman Brothers Mortgage-Backed
Securities Index (LMI), a broad-based market index and the Lipper U.S. Mortgage
Funds Index (LUSMI), an average of funds with similar investment objectives.

As with all mutual funds, past performance does not necessarily predict future
performance.



Marshall Money Market Fund

Annual Total Return (calendar years 1993-1998)

[Annual Total Return Graphic]

Total Return

<TABLE>
<S>                     <C>              <C>          <C>
Best quarter            (2Q95)           1.45%
Worst quarter           (2Q93)           0.72%

                                                      7-Day Net Yield
7-Day Net Yield (as of 12/31/98)*                          5.03%
</TABLE>

Average Annual Total Return through 12/31/98**

<TABLE>
<CAPTION>
                     Since 11/23/92
                       inception           1 Year            5 Year
<S>                 <C>               <C>               <C>
Fund                    4.80%              5.42%             5.19%
DMFA                    4.48%              5.04%             4.86%
- ---------------------------------------------------------------------
</TABLE>

*Investors may call the Fund to acquire the current 7-Day Net Yield at
1-800-236-FUND(3863).

**The table shows the Fund's average total returns over a period of years
relative to the IBC/Donoghue's Money Fund Average (DMFA), an average of money
funds.

January 31, 1999



Marshall Funds Investor Services
1000 North Water Street
P.O. Box 1348
Milwaukee, WI 53201-1348
412-287-8555 or 800-236-FUND (3863)
http://www.marshallfunds.com

G01010-15 (1/99)

Federated Securities Corp., Distributor

Sec File No. 811-7047  SRI 505178


                                   APPENDIX A

     1.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing  the annual total returns of Marshall  Equity Income Fund (Fund) as
of the calendar year-end for each of five years.

     The `y' axis  reflects the "% Total  Return"  beginning  with  "-5.00%" and
increasing in increments of 5.00% up to 35.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart features five distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar,  for the calendar  years 1994 through  1998,  are -1.63%,  34.22%,  21.18%,
27.53% and 10.48%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the quarter  ended 4Q98,  was 11.67%.  Its lowest  quarterly  return for the
quarter ended 3Q98, was (7.75%).

     Average  Annual Total Return for the Fund compared to Standard & Poor's 500
Index (S&P 500) and Lipper Equity Income Funds Index
(LEIFI) through December 31, 1998.

Calendar Period            Fund             S&P 500  LEIFI
- ---------------            ----             -------  -----
Life of the Fund*               16.93%               23.25%            16.03%
1 Year                     10.48%           28.15%            11.78%
5 year                     17.65%           23.98%            16.62%

* Since inception date of September 30, 1993.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years relative to S&P 500, a broad-based  market index and LEIFI,  an average of
funds with  similar  investment  objectives  . While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


     2.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing the annual total returns of Marshall Large-Cap Growth & Income Fund
(Fund) as of the calendar year-end for each of six years.

     The `y' axis reflects the "% Total  Return"  beginning  with  "-10.00%" and
increasing in increments of 5.00% up to 35.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart  features six distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar,  for the calendar  years 1993  through  1998,  are 3.35%,  -5.79%,  33.20%,
14.66%, 26.24% and 26.18%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the quarter  ended 4Q98,  was 22.67%.  Its lowest  quarterly  return for the
quarter ended 3Q98, was (10.08%).

     Average  Annual Total Return for the Fund compared to Standard & Poor's 500
Index (S&P 500) and Lipper Growth & Income Funds Index (LGIFI) through  December
31, 1998.

Calendar Period            Fund             S&P 500  LGIFI
- ---------------            ----             -------  -----
Life of the Fund*                15.43%              23.25%            17.33%
5 Year                                 18.04%                 23.98%   17.83%
1 Year                     26.18%           28.15%            13.58%

* Since inception date of November 20, 1992.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years relative to S&P 500, a broad-based  market index and LGIFI,  an average of
funds  with  similar  investment  objectives.  While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


     3.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing  the annual total returns of Marshall  Mid-Cap Value Fund (Fund) as
of the calendar year-end for each of five years.

     The `y' axis  reflects  the "% Total  Return"  beginning  with  "0.00%" and
increasing in increments of 5.00% up to 30.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart features five distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar, for the calendar years 1994 through 1998, are 2.08%, 25.39%, 13.91%, 23.38%
and 5.15%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the quarter  ended 4Q98,  was 12.36%.  Its lowest  quarterly  return for the
quarter ended 3Q98, was (13.20%).

     Average  Annual  Total  Return for the Fund  compared  to Standard & Poor's
Mid-Cap 400 Index (SPMC) and Lipper Mid-Cap Funds Index (LMCFI) through December
31, 1998.

Calendar Period            Fund             SPMC              LMCFI
- ---------------            ----             ---------         -----
Life of the Fund*                13.37%              18.38%            14.89%
1 Year                     5.15%            18.72%            13.92%
5 Year                     13.59%           18.76%            15.20%

* Since inception date of September 30, 1993.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years  relative to SPMC, a  broad-based  market  index and LMCFI,  an average of
funds  with  similar  investment  objectives.  While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


     4.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing  the annual total returns of Marshall Mid-Cap Growth Fund (Fund) as
of the calendar year-end for each of five years.

     The `y' axis reflects the "% Total  Return"  beginning  with  "-10.00%" and
increasing in increments of 5.00% up to 35.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart features five distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar,  for the calendar  years 1994 through  1998,  are -5.64%,  33.74%,  20.61%,
22.73% and 15.72%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the  quarter  ended 4Q98 was  30.61%.  Its lowest  quarterly  return for the
quarter ended 3Q98, was (22.90%).

     Average  Annual  Total  Return for the Fund  compared  to Standard & Poor's
Mid-Cap 400 Index (SPMC) and Lipper Mid-Cap Funds Index (LMCFI) through December
31, 1998.

Calendar Period            Fund             SPMC              LMCFI
- ---------------            ----             ---------         -----
Life of the Fund*               16.17%               18.38%            14.89%
1 Year                     15.72%           18.72%            13.92%
5 Year                     16.67%           18.76%            15.20%

* Since inception date of September 30, 1993.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years  relative to SPMC, a  broad-based  market  index and LMCFI,  an average of
funds  with  similar  investment  objectives.  While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


     5.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing  the annual total returns of Marshall  Small-Cap Growth Fund (Fund)
as of the calendar year-end for each of three years.

     The `y' axis  reflects  the "% Total  Return"  beginning  with  "0.00%" and
increasing in increments of 10.00% up to 60.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998. The light gray shaded chart features  three distinct  vertical bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar, for the calendar years 1996 through 1998, are 50.39%, 23.18% and 3.41%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the  quarter  ended 4Q98 was  30.28%.  Its lowest  quarterly  return for the
quarter ended 3Q98 was (27.56%).

     Average  Annual  Total  Return for the Fund  compared to Russell 2000 Index
(Russell  2000) and Lipper Small Cap Funds Index  (LSCFI)  through  December 31,
1998.

Calendar Period            Fund             Russell 2000      LSCFI
- ---------------            ----             ------------      -----
Life of the Fund*               14.53%               11.65%            10.30%
1 Year                     3.41%            (2.78%)           (0.85%)

* Since inception date of November 1, 1995.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years relative to Russell 2000, a broad-based market index and LSCFI, an average
of funds with similar  investment  objectives.  While past  performance does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


     6.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing  the annual  total  returns of  Marshall  International  Stock Fund
(Fund) as of the calendar year-end for each of four years.

     The `y' axis  reflects  the "% Total  Return"  beginning  with  "0.00%" and
increasing in increments of 5.00% up to 20.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart features four distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar, for the calendar  years 1995 through 1998, are 11.55%,  19.65%,  10.86% and
3.26%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the quarter  ended 4Q98,  was 16.30%.  Its lowest  quarterly  return for the
quarter ended 3Q98 was (19.06%).

     Average Annual Total Return for the Fund compared to Morgan Stanley Capital
Europe,  Australia,  Far East Index (EAFE Index) and Lipper  International Funds
Index (LIFI) through December 31, 1998.

Calendar Period            Fund             EAFE Index        LIFI
- ---------------            ----             ----------        ----
Life of the Fund*                8.65%               6.09%             8.41%
1 Year                     3.26%            18.23%            12.66%

* Since inception date of September 1, 1994.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years relative to EAFE Index, a broad-based market index and LIFI, an average of
funds  with  similar  investment  objectives.  While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


     7.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing the annual total returns of Marshall  Short-Term Income Fund (Fund)
as of the calendar year-end for each of six years.

     The `y' axis  reflects  the "% Total  Return"  beginning  with  "0.00%" and
increasing in increments of 2.00% up to 10.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart  features six distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar, for the calendar years 1993 through 1998, are 3.70%,  1.83%,  8.97%, 4.97%,
6.40% and 4.91%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the  quarter  ended 2Q95,  was 2.48%.  Its lowest  quarterly  return for the
quarter ended 2Q94 was 0.17%.

     Average  Annual Total Return for the Fund compared to Lipper S-T Investment
Grade Bond Index (LSTIBI) and  IBC/Donoghue's  Taxable Money Fund Average (DMFA)
through December 31, 1998.

Calendar Period            Fund             LSTIBI            DMFA
- ---------------            ----             ---------         ----
Life of the Fund*                5.05%               5.43%             4.45%
5 Year                     5.39%            5.43%             4.86%
1 Year                     4.91%            5.73%             5.04%

* Since inception date of November 1, 1992.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years  relative to LSTIBI,  a  broad-based  market index and DMFA, an average of
funds  with  similar  investment  objectives.  While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.




<PAGE>


     8.  The  graphic  presentation  displayed  here  consists  of a  bar  chart
representing the annual total returns of Marshall  Intermediate Bond Fund (Fund)
as of the calendar year-end for each of six years.

     The `y' axis  reflects the "% Total  Return"  beginning  with  "-5.00%" and
increasing in increments of 5.00% up to 20.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart  features six distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar, for the calendar years 1993 through 1998, are 6.88%, -3.06%, 15.46%, 2.41%,
7.18% and 6.33%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the  quarter  ended 2Q95 was  4.68%.  Its  lowest  quarterly  return for the
quarter ended 1Q96 was (2.03%).

     Average  Annual  Total  Return  for the Fund  compared  to Lehman  Brothers
Government/Corporate  Intermediate  Index  (LGCI) and Lipper  Short/Intermediate
Investment Grade Bond Funds Index (LSIBF) through December 31, 1998.

Calendar Period            Fund             LGCI              LSIBF
- ---------------            ----             ---------         -----
Life of the Fund*                  5.78%             7.10%             6.23%
5 Year                     5.49%            6.66%             5.96%
1 Year                     6.33%            8.44%             6.99%

* Since inception date of November 23, 1992.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years  relative to LGCI, a  broad-based  market  index and LSIBF,  an average of
funds  with  similar  investment  objectives.  While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


9.   The  graphic   presentation   displayed   here  consists  of  a  bar  chart
     representing  the annual total returns of Marshall  Government  Income Fund
     (Fund) as of the calendar year-end for each of six years.

     The `y' axis  reflects the "% Total  Return"  beginning  with  "-5.00%" and
increasing in increments of 5.00% up to 20.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart  features six distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar, for the calendar years 1993 through 1998, are 5.99%, -2.74%, 16.97%, 3.04%,
8.43% and 6.51%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the  quarter  ended 2Q95 was  4.92%.  Its  lowest  quarterly  return for the
quarter ended 1Q94 was (2.13%).

     Average  Annual  Total  Return  for the Fund  compared  to Lehman  Brothers
Mortgage-Backed  Securities  Index  (LMI) and Lipper U.S.  Mortgage  Funds Index
(LUSMI) through December 31, 1998.

Calendar Period            Fund             LMI               LUSMI
- ---------------            ----             ---               -----
Life of the Fund*                  6.24%             7.29%             6.17%
5 Year                     6.24%            7.23%             5.70%
1 Year                     6.51%            6.95%             6.13%

* Since inception date of December 13, 1992.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years relative to LMI, a broad-based market index and LUSMI, an average of funds
with similar investment objectives.  While past performance does not necessarily
predict  future  performance,  this  information  provides  you with  historical
performance  information so that you can analyze  whether the Fund's  investment
risks are balanced by its potential rewards.




<PAGE>


     10.  The  graphic  presentation  displayed  here  consists  of a bar  chart
representing  the annual total  returns of Marshall  Intermediate  Tax-Free Fund
(Fund) as of the calendar year-end for each of four years.

     The `y' axis  reflects  the "% Total  Return"  beginning  with  "0.00%" and
increasing in increments of 2.00% up to 12.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart features four distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return percentage for the Fund which appear directly above each respective
bar, for the calendar  years 1995 through  1998,  are 11.54%,  3.84%,  6.79% and
5.65%.

     The total returns  displayed for the Fund do not reflect the payment of any
sales  charges or recurring  shareholder  account fees. If these charges or fees
had been included, the returns shown would have been lower.

     Within the period shown in the Chart,  the Fund's highest  quarterly return
for the  quarter  ended 1Q95 was  4.31%.  Its  lowest  quarterly  return for the
quarter ended 1Q96 was (0.63%).

     Average Annual Total Return for the Fund compared to Lehman Brothers 7-Year
G.O. Bond Index (LB7GOBI) and Lipper Intermediate
Municipal Funds Index (LIMI) through December 31, 1998.

Calendar Period            Fund             LB7GOBI  LIMI
- ---------------            ----             -------  ----
Life of the Fund*                5.04%               5.69%             5.00%
1 Year                     5.65%            6.36%             5.59%

* Since inception date of February 2, 1994.

     The bar chart shows the  variability of the Fund's actual total return on a
yearly basis. The table shows the Fund's total returns averaged over a period of
years  relative to LB7GOBI,  a broad-based  market index and LIMI, an average of
funds  with  similar  investment  objectives.  While past  performance  does not
necessarily  predict  future  performance,  this  information  provides you with
historical  performance  information so that you can analyze  whether the Fund's
investment risks are balanced by its potential rewards.



<PAGE>


     11.  The  graphic  presentation  displayed  here  consists  of a bar  chart
representing  the annual total  returns of Class Y Shares of the Marshall  Money
Market Fund (Fund) as of the calendar year-end for each of six years.

     The `y' axis  reflects  the "% Total  Return"  beginning  with  "0.00%" and
increasing in increments of 1.00% up to 6.00%.

     The `x' axis represents calculation periods from the earliest calendar year
end of the Fund's start of business through the calendar year ended December 31,
1998.  The light gray shaded chart  features six distinct  vertical  bars,  each
shaded in charcoal,  and each visually  representing  by height the total return
percentages  for the calendar year stated  directly at its base.  The calculated
total return  percentage  for Class Y Shares of the Fund which  appear  directly
above each  respective bar, for the calendar years 1993 through 1998, are 2.99%,
4.06%, 5.78%, 5.27%, 5.44% and 5.42%. The calculated total return percentage for
Class A Shares of the Fund which appear  directly above each respective bar, for
the calendar years 1993 through 1998, are 2.68%,  3.75%, 5.47%, 4.95%, 5.13% and
5.11%.

     The total  returns  displayed for Class A Shares of the Fund do not reflect
the payment of any sales charges or recurring shareholder account fees. If these
charges or fees had been included, the returns shown would have been lower.

     Within the period shown in the Chart, the Class Y Shares highest  quarterly
return for the quarter ended 2Q95 was 1.45%, and its lowest quarterly return for
the  quarter  ended 2Q93 was 0.72%.  Within the period  shown in the Chart,  the
Class A Shares  highest  quarterly  return for the quarter ended 2Q95 was 1.38%,
and its lowest quarterly return for the quarter ended 2Q93 was 0.64%.

     The Fund's 7-day net yield for Class A Shares was 4.73% and 5.03% for Class
Y Shares.

     Average Annual Total Return for the Fund compared to  IBC/Donaghue's  Money
Fund Average (DMFA) through December 31, 1998.

Calendar Period            Class Y Shares*  Class A Shares**           DMFA
- ---------------            ---------------  ------------------         ----
Life of the Fund                    4.80%            4.50%             4.48%
5 Year                     5.19%            4.88%                      4.86%
1 Year                     5.42%            5.11%                      5.04%

*Since inception date of November 23, 1992.
**Since inception date of December 17, 1992.

     The bar chart shows the  variability of the Fund's Class Y Shares and Class
A Shares actual total return on a yearly basis. The table shows the Fund's Class
Y Shares  and  Class A Shares  total  returns  averaged  over a period  of years
relative  to DMFA,  , an average of funds with  similar  investment  objectives.
While past performance  does not necessarily  predict future  performance,  this
information provides you with historical performance information so that you can
analyze  whether  the Fund's  investment  risks are  balanced  by its  potential
rewards.






© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission