0001193125-04-221710 Sample Contracts

CUSTODIAN AGREEMENT
Custodian Agreement • December 30th, 2004 • Marshall Funds Inc • Massachusetts

AGREEMENT made as of this 1st day of September, 2004, between Marshall Funds, Inc., a Wisconsin corporation (the “Fund”), and INVESTORS BANK & TRUST COMPANY, a Massachusetts trust company (the “Bank”).

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RULE 12b-1 AGREEMENT
Rule 12b-1 Agreement • December 30th, 2004 • Marshall Funds Inc • Wisconsin

This Agreement is made between the institution executing this Agreement (the “Administrator”) and Grand Distribution Services, LLC (the “Distributor”) for the mutual funds (referred to individually as the “Fund” and collectively as the “Funds”) for which the Distributor serves as distributor of shares of beneficial interest or capital stock (“Shares”) and which have adopted a Rule l2b-1 Plan (“Plan”) and approved this form of agreement pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Act”). In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:

PARTIAL ASSIGNMENT AND ASSUMPTION OF FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT AND CONSENT AGREEMENT
Partial Assignment and Assumption • December 30th, 2004 • Marshall Funds Inc • Pennsylvania

THIS PARTIAL ASSIGNMENT AND ASSUMPTION OF FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT AND CONSENT AGREEMENT (this “Assignment”) is made as of July 1, 2004, among FEDERATED SERVICES COMPANY, a Pennsylvania corporation (“FSC”), BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation (“BFDS”) and MARSHALL FUNDS, INC., a Wisconsin corporation (the “Funds”).

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 30th, 2004 • Marshall Funds Inc • Wisconsin

THIS AGREEMENT is made as of this 1st day of September, 2004, by and between Marshall Funds, Inc., a Wisconsin corporation (the “Corporation”), and UMB Fund Services, Inc., a Wisconsin corporation (the “UMBFS”).

SUB-ADMINISTRATION AGREEMENT
Sub-Administration Agreement • December 30th, 2004 • Marshall Funds Inc • Wisconsin

THIS AGREEMENT is made as of this 1st day of September, 2004, by and between UMB Fund Services, Inc., a Wisconsin corporation (the “Sub-Administrator”), and Marshall & Ilsley Trust Company, N.A., a nationally chartered trust company (“M&I”), which serves as administrator for the Marshall Funds, Inc., a Wisconsin corporation (the “Corporation”) registered as an open-end investment company under the Investment Company Act of 1940, as amended (the “1940 Act”).

AMENDMENT TO FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT
Shareholder Recordkeeping Agreement • December 30th, 2004 • Marshall Funds Inc

THIS AMENDMENT TO FUND ACCOUNTING AND SHAREHOLDER RECORDKEEPING AGREEMENT (this “Amendment”) is made as of July 1, 2004, between MARSHALL FUNDS, INC. (“Funds”) and FEDERATED SERVICES COMPANY (“FSC”).

GRAND DISTRIBUTION SERVICES, LLC Milwaukee, Wisconsin 53233 DEALER AGREEMENT FOR THE SALE OF SHARES OF THE MARSHALL FUNDS
Dealer Agreement • December 30th, 2004 • Marshall Funds Inc • Wisconsin

This Dealer 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. This Agreement, being made between Grand Distribution Services, LLC (the “Distributor”) and the undersigned authorized dealer (‘you”), relates to the services to be provided by you and for which you are entitled to receive payments pursuant to the Plan.

FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 30th, 2004 • Marshall Funds Inc • Massachusetts

THIS AGREEMENT is made as of this 1st day of September, 2004, by and between Marshall Funds, Inc., a Wisconsin corporation (the “Corporation”), and Investors Bank & Trust Company, a Massachusetts trust company (the “Bank”).

DISTRIBUTION AGREEMENT
Distribution Agreement • December 30th, 2004 • Marshall Funds Inc • Wisconsin

THIS AGREEMENT is made as of this 1st day of September, 2004, by and between the Marshall & Ilsley Trust Company, a Wisconsin trust company bank (the “M&I”), Marshall Funds, Inc. (the “Marshall Funds”) and Grand Distribution Services, LLC, a Wisconsin limited liability company (the “Distributor”).

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