UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-15403
A. Full title of the plan and the address of the plan, if different
from that of the Issuer named below:
NYCE Corporation - Employees' Tax Deferred Savings Plan
B. Name of the issuer of the securities held pursuant to the plan and
the address of its principal executive office:
MARSHALL & ILSLEY CORPORATION
770 North Water Street
Milwaukee, Wisconsin 53202
Financial Statement and Exhibits
--------------------------------
(a) Financial Statements:
---------------------
NYCE Corporation - Employees' Tax Deferred Savings Plan
-------------------------------------------------------
Report of Independent Registered Public Accounting Firm.
Statements of Net Assets Available for Benefits
as of December 31, 2006 and 2005.
Statements of Changes in Net Assets Available for Benefits
for the Years Ended December 31, 2006 and 2005.
Notes to Financial Statements as of and for the
Years Ended December 31, 2006 and 2005.
Supplemental Schedule, Form 5500, Schedule H,
Part IV, Line 4(i)
Schedule of Assets (Held at End of Year)
as of December 31, 2006.
(b) Exhibits:
---------
23 Consent of Independent Registered Public Accounting Firm -
Deloitte & Touche LLP
NYCE CORPORATION EMPLOYEES' TAX
DEFERRED SAVINGS PLAN
Financial Statements as of and for the
Years Ended December 31, 2006 and 2005,
Supplemental Schedule as of December 31, 2006,
and Report of Independent Registered Public Accounting Firm
NYCE CORPORATION EMPLOYEES' TAX
DEFERRED SAVINGS PLAN
TABLE OF CONTENTS
-----------------
Page
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM 1
FINANCIAL STATEMENTS:
Statements of Net Assets Available for
Benefits as of December 31, 2006 and 2005 2
Statements of Changes in Net Assets
Available for Benefits for the
Years Ended December 31, 2006 and 2005 3
Notes to Financial Statements as of and for
the Years Ended December 31, 2006 and 2005 4-11
SUPPLEMENTAL SCHEDULE - 12
Form 5500, Schedule H, Part IV, Line 4i -
Schedule of Assets (Held at End of Year)
as of December 31, 2006 13
NOTE: All other schedules required by Section 2520.103-10 of the
Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security
Act of 1974 have been omitted because they are not applicable.
[Deloitte & Touche LLP Letterhead]
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Trustee and Participants of the
NYCE Corporation Employees' Tax Deferred Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of the NYCE Corporation Employees' Tax Deferred Savings Plan (the
"Plan") as of December 31, 2006 and 2005, and the related statements of
changes in net assets available for benefits for the years then ended.
These financial statements are the responsibility of the Plan's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Plan is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Plan's
internal control over financial reporting. Accordingly, we express no such
opinion. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December
31, 2006 and 2005, and the changes in net assets available for benefits for
the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedule of
assets (held at end of year) as of December 31, 2006 is presented for the
purpose of additional analysis and is not a required part of the basic
financial statements, but is supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974. This schedule is
the responsibility of the Plan's management. Such schedule has been
subjected to the auditing procedures applied in our audit of the basic 2006
financial statements and, in our opinion, is fairly stated in all material
respects when considered in relation to the basic 2006 financial statements
taken as a whole.
/s/ Deloitte & Touche LLP
Milwaukee, Wisconsin
June 22, 2007
2
NYCE CORPORATION EMPLOYEES' TAX DEFERRED SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 2006 AND 2005
2006 2005
-------------- --------------
ASSETS:
Investments -- at fair value:
Master Trusts $ 7,652,679 $ 7,685,174
Investments 13,167,724 12,326,172
Loans to participants 182,189 392,510
------------- -------------
Total investments 21,002,592 20,403,856
Receivables -- Accrued
investment income 11,920 12,416
------------- -------------
Total assets 21,014,512 20,416,272
LIABILITIES -- Payables --
pending trades 4,930 --
------------- -------------
NET ASSETS AVAILABLE FOR
BENEFITS AT FAIR VALUE 21,009,582 20,416,272
Adjustments from fair value to
contract value for fully
benefit-responsive investment contacts 29,074 36,418
------------- -------------
NET ASSETS AVAILABLE FOR BENEFITS $ 21,038,656 $ 20,452,690
============= =============
See notes to financial statements.
3
NYCE CORPORATION EMPLOYEES' TAX DEFERRED SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
2006 2005
-------------- --------------
INVESTMENT INCOME:
Income from Master Trusts $ 892,846 $ 467,208
Net appreciation in fair
value of investments 1,192,685 364,728
Interest and dividends 239,971 304,602
------------- -------------
Net investment income 2,325,502 1,136,538
DEDUCTIONS -- Benefits
paid to participants (1,739,536) (5,042,893)
------------- -------------
INCREASE (DECREASE) IN NET ASSETS
AVAILABLE FOR BENEFITS 585,966 (3,906,355)
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 20,452,690 24,359,045
------------- -------------
End of year $ 21,038,656 $ 20,452,690
============= =============
See notes to financial statements.
4
NYCE CORPORATION EMPLOYEES' TAX DEFERRED SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
1. DESCRIPTION OF THE PLAN
The following description of the NYCE Corporation Employees' Tax
Deferred Savings Plan (the "Plan") is provided for general
information purposes only. Participants should refer to the Plan
document for more complete information.
General -- The Plan is a defined contribution plan covering
substantially all salaried employees of NYCE Corporation who had
three months of service with the exception of leased, temporary,
in-house temporary, in-house consultant, special project, free-lance,
on-call, casual and bargaining unit employees. Marshall & Ilsley
Corporation (the "Corporation") is the administrator of the Plan and
the Marshall & Ilsley Trust Company (the "Trustee"), a subsidiary of
the Corporation, is the trustee and recordkeeper of the Plan. The
Trustee holds all investments of the Plan. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of
1974, as amended (ERISA).
On July 30, 2004, NYCE Corporation (the "Company") merged with
Marshall & Ilsley Corporation (the "Corporation") and participants in
the Plan actively employed by the Company became 100% vested. The
Plan's benefits were frozen as of December 31, 2004.
Effective January 1, 2005, each Plan participant was eligible to make
the election to participate in the M&I Retirement Plan, a defined
contribution plan which is subject to the provisions of the ERISA.
Participant Accounts -- Individual accounts are maintained for each
Plan participant. Each participant's account is credited with the
participant's allocation of Plan earnings, and charged with
withdrawals and an allocation of Plan losses and administrative
expenses. Allocations are based on participant earnings or account
balances, as defined. The benefit to which a participant is entitled
is the benefit that can be provided from the participant's vested
account.
Vesting -- Participants are vested immediately in their contributions
plus actual earnings thereon. For participants not 100% vested as a
result of the Company merger, vesting in the Company's contributions
is based on continuous service. A participant vests 20% each year
upon completing two years of service. A participant is 100% vested
after completing six years of service.
Forfeitures -- Forfeited nonvested accounts are used to reduce
Company contributions. At December 31, 2006 and 2005, forfeited
nonvested accounts totaled $96,543 and $77,582, respectively.
Investment Options -- Participants may direct the investment of their
contributions into the eighteen investment options offered by the
Plan.
Participant Loans -- Participants may borrow from their vested
accounts up to a maximum of $50,000 or 50% of their account balance,
whichever is less. The loans are secured by the balance in the
participant's account. Principal and interest are paid ratably
through payroll deductions. As of December 20, 2005, the Plan no
longer offers new loans to participants. The loans were written with
original terms of two to five years. The interest rates were based
on prevailing market conditions and are fixed over the life of the
note. Interest rates on participant loans at December 31, 2006 and
2005, ranged from 6.00% to 7.00% and 6.00% to 11.00%, respectively.
5
Payment of Benefits -- Participants in the Plan or beneficiaries are
eligible to receive a benefit upon their termination, normal
retirement date, early retirement date, death, financial hardship, or
disability, as defined, equal to the amount in their individual
accounts.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting -- The accompanying financial statements have
been prepared in accordance with accounting principles generally
accepted in the United States of America.
Use of Estimates -- The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets, liabilities,
and changes therein and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Risks and Uncertainties -- The Plan utilizes various investment
instruments, including mutual funds and a common collective fund.
Investment securities, in general, are exposed to various risks, such
as interest rate, credit, and overall market volatility. Due to the
level of risk associated with certain investment securities, it is
reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could
materially affect the amounts reported in the financial statements.
Investment Valuation and Income Recognition -- The Plan's investments
are stated at fair value except for the Marshall & Ilsley Stable
Principal Fund (the "Fund"), which is stated at fair value and then
adjusted to contract value. The Fund invests in guaranteed
investment contracts. Fully benefit-responsive investment contracts
are valued at fair value. Under the terms of the investment
contracts, the crediting interest rate is determined semi-annually
based on the insurance company's applicable rate schedule. There are
no limitations on guarantees of the contracts.
Quoted market prices are used to value investments held by the Plan
as well as the underlying investments of the Master Trusts in which
the Plan invests. Shares of mutual funds are valued at quoted market
prices, which represent the net asset value of shares held by the
Plan at year end. Participant loans are valued at the outstanding
loan balances.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date.
Management fees and operating expenses charged to the Plan for
investments in the mutual funds are deducted from income earned on a
daily basis and are not separately reflected. Consequently,
management fees and operating expenses are reflected as a reduction
of investment return for such investments.
Administrative Expenses -- Significantly all administrative expenses
of the Plan were paid by the Corporation for the years ended December
31, 2006 and 2005.
Payment of Benefits -- Benefit payments to participants are recorded
upon distribution. There were no amounts allocated to participants
who elected benefit payments but were not yet paid as of December 31,
2006 and 2005.
6
Adoption of New Accounting Guidance -- The financial statements
reflect the retroactive adoption of Financial Accounting Standards
Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of
Fully Benefit-Responsive Contracts Held by Certain Investment
Companies Subject to the AICPA Investment Company Guide and
Defined-Contribution Health and Welfare and Pension Plans (the
"FSP"). As required by the FSP, the statements of net assets
available for benefits presents investment contracts at fair value as
well as an additional line item showing an adjustment of fully
benefit responsive contracts from fair value to contract value. The
statement of changes in net assets available for benefits is
presented on a contract value basis and was not affected by the
adoption of the FSP.
3. INVESTMENTS
The Plan's investments that represented 5% or more of the Plan's net
assets available for benefits as of December 31, 2006 and 2005, are
as follows:
2006 2005
-------------- --------------
M&I Master Trust --
Growth Balanced Fund* $ 3,009,606 $ 2,933,936
M&I Stable Principal Fund* 2,338,274 2,573,921
M&I Master Trust --
Aggressive Balanced Fund* 1,977,428 1,990,689
Vanguard Institutional
Index Fund 1,815,788 1,629,023
M&I Master Trust --
Moderate Balanced Fund* 1,134,450 1,422,438
Goldman Sachs Small-Cap
Value Fund 1,358,154 1,199,722
Marshall Mid-Cap Value Fund* 1,186,106 1,084,095
Nicholas Fund -- 1,030,124
Marshall International
Stock Fund* 1,252,082 --
*Represents party-in-interest
During the years ended December 31, 2006 and 2005, the Plan's
investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated (depreciated) in
value as follows:
2006 2005
-------------- --------------
Mutual funds $ 1,192,685 $ 390,543
Pooled separate accounts -- (25,815)
-------------- --------------
Net appreciation in fair
value of investments $ 1,192,685 $ 364,728
============== ==============
4. INTEREST IN MASTER TRUSTS
Certain of the Plan's investment assets are held in trust accounts at
the Trustee and consist of undivided interests in investments. These
master trust accounts (the "Master Trusts") are established by the
Corporation and administered by the Trustee. Use of the Master Trust
permits the commingling of the Plan's assets with the assets of the
M&I Retirement Plan and the Missouri State Bank & Trust Company
Retirement Savings Plan for investment and administrative purposes.
Although assets of all three plans are commingled in the Master
Trusts, the Trustee maintains supporting records for the purpose of
allocating the net gain or loss of the investment account to the
participating plans. The net investment income of the investment
assets is allocated by the Trustee to each participating plan based
on the relationship of the interest of each plan to the total of the
interests of the participating plans.
7
The Plan's investments and income in the Master Trusts at December
31, 2006 and 2005, respectively, are summarized as follows:
M&I Master Trust -- Aggressive Stock Fund
2006 2005
--------------- ---------------
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 116,363,654 $ 95,327,165
-------------- --------------
Net assets of the M&I Master Trust --
Aggressive Stock Fund $ 116,363,654 $ 95,327,165
============== ==============
Plan's interest in net assets
of the M&I Master Trust --
Aggressive Stock Fund $ 439,274 $ 395,747
============== ==============
Plan's interest in M&I Master Trust --
Aggressive Stock Fund as a
percentage of the total 0.38 % 0.42 %
============== ==============
Dividend and interest income $ 942,819 $ 840,833
Net appreciation in the fair
value of investments --
mutual funds 14,455,227 6,841,738
-------------- --------------
Total M&I Master Trust -- Aggressive
Stock Fund income $ 15,398,046 $ 7,682,571
============== ==============
M&I Master Trust -- Growth Balanced Fund
2006 2005
--------------- ---------------
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 127,634,361 $ 100,303,141
-------------- --------------
Net assets of the M&I Master Trust --
Growth Balanced Fund $ 127,634,361 $ 100,303,141
============== ==============
Plan's interest in net assets
of the M&I Master Trust --
Growth Balanced Fund $ 3,009,606 $ 2,933,936
============== ==============
Plan's interest in M&I Master Trust --
Growth Balanced Fund as a
percentage of the total 2.36 % 2.93 %
============== ==============
Dividend and interest income $ 2,724,630 $ 2,167,638
Net appreciation in the fair
value of investments --
mutual funds 10,296,520 4,096,064
-------------- --------------
Total M&I Master Trust --
Growth Balanced Fund income $ 13,021,150 $ 6,263,702
============== ==============
8
M&I Master Trust -- Aggressive Balanced Fund
2006 2005
--------------- ---------------
Investments -- whose fair
value is determined based on
quoted market prices --
mutual funds $ 18,624,234 $ 8,511,436
-------------- --------------
Net assets of the M&I Master Trust --
Aggressive Balanced Fund $ 18,624,234 $ 8,511,436
============== ==============
Plan's interest in net assets
of the M&I Master Trust --
Aggressive Balanced Fund $ 1,977,428 $ 1,990,689
============== ==============
Plan's interest in M&I Master Trust --
Aggressive Balanced Fund as
a percentage of the total 10.62 % 23.39 %
============== ==============
Dividend and interest income $ 243,808 $ 112,596
Net appreciation in the fair
value of investments --
mutual funds 1,610,942 417,238
-------------- --------------
Total M&I Master Trust --
Aggressive Balanced
Fund income $ 1,854,750 $ 529,834
============== ==============
M&I Master Trust -- Moderate Balanced Fund
2006 2005
--------------- ---------------
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 8,164,618 $ 4,840,861
-------------- --------------
Net assets of the M&I Master Trust --
Moderate Balanced Fund $ 8,164,618 $ 4,840,861
============== ==============
Plan's interest in net assets
of the M&I Master Trust --
Moderate Balanced Fund $ 1,134,450 $ 1,422,438
============== ==============
Plan's interest in M&I Master Trust --
Moderate Balanced Fund as
a percentage of the total 13.89 % 29.38 %
============== ==============
Dividend and interest income $ 179,817 $ 118,277
Net appreciation in the fair
value of investments --
mutual funds 370,800 109,334
-------------- --------------
Total M&I Master Trust --
Moderate Balanced
Fund income $ 550,617 $ 227,611
============== ==============
9
M&I Master Trust -- Diversified Stock Fund
2006 2005
--------------- ---------------
Investments -- whose fair
value is determined based
on quoted market prices --
mutual funds $ 23,233,811 $ 11,196,528
-------------- --------------
Net assets of the M&I Master Trust --
Diversified Stock Fund $ 23,233,811 $ 11,196,528
============== ==============
Plan's interest in net assets
of the M&I Master Trust --
Diversified Stock Fund $ 762,039 $ 649,553
============== ==============
Plan's interest in M&I Master Trust --
Diversified Stock Fund as
a percentage of the total 3.28 % 5.80 %
============== ==============
Dividend and interest income $ 227,035 $ 116,545
Net appreciation in the fair
value of investments --
mutual funds 2,384,163 774,757
-------------- --------------
Total M&I Master Trust --
Diversified Stock
Fund income $ 2,611,198 $ 891,302
============== ==============
M&I Master Trust -- Common Stock Fund
2006 2005
--------------- ---------------
Investments -- whose fair
value is determined based
on quoted market prices --
common stock $ 483,516,733 $ 438,991,418
-------------- --------------
Net assets of the M&I Master Trust --
Common Stock Fund $ 483,516,733 $ 438,991,418
============== ==============
Plan's interest in net assets
of the M&I Master Trust --
Common Stock Fund $ 329,882 $ 292,811
============== ==============
Plan's interest in M&I Master Trust --
Common Stock Fund as a
percentage of the total 0.07 % 0.07 %
============== ==============
Dividend and interest income $ 10,761,089 $ 9,654,107
Net appreciation (depreciation)
in the fair value of
investments -- mutual funds 48,675,405 (52,330,986)
-------------- --------------
Total M&I Master Trust -- Common
Stock Fund income (loss) $ 59,436,494 $ (42,676,879)
============== ==============
At December 31, 2006 and 2005, the M&I Master Trust -- Common Stock
Fund held 10,024,546 and 10,157,841 shares, respectively, of common
stock of the Corporation, the sponsoring employer, with a cost basis
of $142,705,068 and $131,799,672, respectively. During the year ended
December 31, 2006, the M&I Master Trust -- Common Stock Fund recorded
dividend income of $10,702,171.
10
5. FEDERAL INCOME TAX STATUS
The Plan is a Non-Standardized Prototype Plan ("Prototype Plan")
sponsored by the Trustee and adopted by the Corporation. The Plan
has not requested its own determination letter from the Internal
Revenue Service. However, the Corporation and Plan administrator
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue
Code and the Plan continues to be tax-exempt. Therefore, no
provision for income taxes has been included in the Plan's financial
statements.
6. EXEMPT PARTY-IN-INTEREST TRANSACTIONS
Certain Plan investments are shares of mutual funds, a common
collective fund, and Master Trusts managed by the Trustee. The
Corporation is the trustee as defined by the Plan and, therefore,
these transactions qualify as exempt party-in-interest transactions.
Fees paid by the Plan for investment management services were
included as a reduction of the return earned on each fund.
7. RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The reconciliation of net assets available for benefits and changes
in net assets available for benefits per the financial statements to
the Form 5500 as of and for the year ended December 31, 2006, is as
follows:
Statement of net assets available for benefits:
Net assets available for benefits
per the financial statements $ 21,038,656
Adjustments from contract value to fair value for
fully benefit-responsive investment contracts (29,074)
---------------
Net assets available for benefits
per the Form 5500 $ 21,009,582
===============
Statement of changes in assets available for benefits:
Increase in net assets per the
financial statements $ 585,966
Adjustment from contract value to fair value for fully
benefit-responsive investment contracts (29,074)
---------------
Net income per Form 5500 $ 556,892
===============
8. PLAN TERMINATION
Although it has not expressed any intention to do so, the Company has
the right under the Plan to discontinue its contributions at any time
and to terminate the Plan subject to the provisions set forth in
ERISA. In the event that the Plan is terminated, all participants
would be 100% vested in their accounts.
9. VOLUNTARY COMPLIANCE RESOLUTION
In June 2006, the Corporation filed an application for a compliance
statement from the IRS under the Voluntary Correction Program, a
component of the Employee Plans Compliance Resolution System. The
compliance statement was sought with respect to the following
operational failure:
During plan years 1999, 2000, 2001, 2002, and 2003, improper
true-up matching contributions were calculated by a third-party
administrator, and made by the Company.
The Corporation has yet to receive a response from the IRS.
11
10. SUBSEQUENT EVENT
In early April 2007, the Corporation announced its plan to separate
Marshall & Ilsley Corporation and Metavante Corporation into two
separate publicly traded companies. This transaction, which is
contingent upon satisfaction of various closing conditions, is
expected to close in the fourth quarter of 2007. The closing
conditions include approval of Marshall & Ilsley Corporation
shareholders, who will be asked to vote on the proposed transaction
at a special meeting that will be held on a date to be announced,
obtaining a favorable ruling from the Internal Revenue Service and
other regulatory approvals. The impact of this proposed transaction
on the Plan is currently unknown.
* * * * * *
12
SUPPLEMENTAL SCHEDULE
13
NYCE CORPORATION EMPLOYEES' TAX DEFERRED SAVINGS PLAN
FORM 5500, SCHEDULE H, PART IV, LINE 4i --
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
AS OF DECEMBER 31, 2006
Description of Investment,
Including Maturity Date,
Rate of Interest, Collateral, Current
Issuer and Par or Maturity Value Value
---------------------- ------------------------------ -------------
M&I Master Trust -- Growth
Balanced Fund* Master Trust $ 3,009,606
M&I Stable Principal
Fund* Common Collective Fund 2,338,274
M&I Master Trust -- Aggressive
Balanced Fund* Master Trust 1,977,428
Vanguard Institutional
Index Fund Registered Investment Company 1,815,788
M&I Master Trust -- Moderate
Balanced Fund* Master Trust 1,134,450
Goldman Sachs Small --
Cap Value Fund Registered Investment Company 1,358,154
Marshall Mid --
Cap Value Fund* Registered Investment Company 1,186,106
Nicholas Fund Registered Investment Company 871,128
Marshall Intermediate
Bond Fund* Registered Investment Company 828,663
Managers Special
Equity Fund Registered Investment Company 931,510
Marshall Mid-Cap
Growth Fund* Registered Investment Company 888,506
Marshall International
Stock Fund* Registered Investment Company 1,252,082
Marshall Large Cap
Value Fund* Registered Investment Company 975,633
M&I Master Trust -- Diversified
Stock Fund* Master Trust 762,039
M&I Master Trust -- Aggressive
Stock Fund* Master Trust 439,274
MFS Massachusetts
Growth Fund Registered Investment Company 409,829
Marshall Large Cap Growth
& Income Fund* Registered Investment Company 312,051
M&I Master Trust -- Common
Stock Fund* Master Trust 329,882
Various participants* Participant Loans (at interest
rates of 6% - 7%) 182,189
-----------
$ 21,002,592
===========
* Represents party-in-interest
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
NYCE Corporation Employees'
Tax Deferred Savings Plan
/s/ Dennis R. Salentine
____________________________
Dennis R. Salentine
Vice President,and
Director of Corporate
Benefits of the Marshall
& Ilsley Corporation
Date: June 29, 2007