0000892712-08-000764 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • September 16th, 2008 • Marshall Funds Inc • Wisconsin

THIS AGREEMENT is made as of this 2nd day of September 2008, by and between the Marshall Funds, Inc. a Wisconsin corporation (the “Corporation”), and M&I Distributors, LLC, a Wisconsin limited liability company (the “Distributor”).

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M&I DISTRIBUTORS, LLC Milwaukee, Wisconsin 53202 SALES AND SERVICES AGREEMENT FOR THE SALE OF SHARES OF THE MARSHALL FUNDS
Sales and Services Agreement • September 16th, 2008 • Marshall Funds Inc • Wisconsin

This Sales and Services Agreement (the “Agreement”) has been adopted pursuant to Rule 12b-1 under the 1940 Act by the Corporation on behalf of the Funds under a Distribution and Service Plan (the “Plan”) adopted pursuant to said Rule and, in applicable part, relates to “Distribution (12b-1) Fees” payable in accordance with the Agreement and set forth in Schedule A attached hereto. This Agreement also provides for the payment of “Shareholder Servicing Fees” as set forth in Schedule A attached hereto, which shareholder servicing fees are set forth and payable pursuant to the Services Agreement and are not payable pursuant to the Plan. This Agreement, being made between M&I Distributors, LLC (the “Distributor”) and the undersigned authorized dealer or financial intermediary (“you”), relates to the services to be provided by you and for which you are entitled to receive payments pursuant to this Agreement.

AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • September 16th, 2008 • Marshall Funds Inc

This Amendment to the Administrative Services Agreement is effective as of the 1st day of July, 2008, between Marshall Funds, Inc. (the “Funds”) and Marshall & Ilsley Trust Company N.A. (“M&I”).

AMENDMENT TO
Investment Advisory Contract • September 16th, 2008 • Marshall Funds Inc

This Amendment to the Investment Advisory Contract is effective as of the 1st day of July, 2008 between Marshall Funds, Inc. (the “Fund”) and M&I Investment Management Corp. (the “Adviser”).

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