FORM OF AMENDMENT To Transfer Agency and Service Agreement Between Marshall Funds, Inc.; Marshall & Ilsley Trust Company, N.A. And Boston Financial Data Services, Inc.

Exhibit h.11

FORM

OF

AMENDMENT

To Transfer Agency and Service Agreement

Between

Xxxxxxxx Funds, Inc.; Xxxxxxxx & Ilsley Trust Company, N.A.

And

Boston Financial Data Services, Inc.

This Amendment is made as of this        day of May, 2007 between Xxxxxxxx Funds, Inc.; Xxxxxxxx & Ilsley Trust Company, N.A. and Boston Financial Data Services, Inc. In accordance with Section 15.1 (Amendment) and Section 16 (Additional Portfolios) of the Transfer Agency and Service Agreement dated September 1, 2006, as amended, (the “Agreement”) the parties desire to amend the Agreement as set forth herein.

NOW THEREFORE, the parties agree as follows:

1. Schedule A. The current Schedule A to the Agreement is replaced and superseded with the Schedule A attached hereto and dated June 1, 2007;

2. All defined terms and definitions in the Agreement shall be the same in this amendment (the “May 23, 2007 Amendment”) except as specifically revised by this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

XXXXXXXX FUNDS, INC.						BOSTON FINANCIAL DATA SERVICES, INC.
By:						By:
Name:		Xxxx X. Xxxxxx				Name:		Xxxxxxx X. XxxXxxxx
Title:		President				Title:		Vice President
XXXXXXXX & ILSLEY TRUST COMPANY, N.A.
By:
Name:		Xxxx Xxxxxxxxx
Title:		CLO/Secretary

FORM OF

SCHEDULE A

Dated: June 1, 2007

Funds

Xxxxxxxx Large-Cap Value Fund

Xxxxxxxx Large-Cap Growth Fund

Xxxxxxxx Mid-Cap Value Fund

Xxxxxxxx Mid-Cap Growth Fund

Xxxxxxxx Small-Cap Growth Fund

Xxxxxxxx International Stock Fund

Xxxxxxxx Government Income Fund

Marshall Short-Intermediate Bond Fund

Xxxxxxxx Intermediate Tax-Free Fund

Marshall Short-Term Income Fund

Xxxxxxxx Prime Money Market Fund

Xxxxxxxx Government Money Market Fund

Xxxxxxxx Tax-Free Money Market Fund

Xxxxxxxx Aggregate Bond Fund

XXXXXXXX FUNDS, INC.						BOSTON FINANCIAL DATA SERVICES, INC.
By:						By:
Name:		Xxxx X. Xxxxxx				Name:		Xxxxxxx X. XxxXxxxx
Title:		President				Title:		Vice President
XXXXXXXX & ILSLEY TRUST COMPANY, N.A.
By:
Name:		Xxxx Xxxxxxxxx
Title:		CLO/Secretary