0001193125-05-212174 Sample Contracts

AMENDMENT TO CUSTODIAN CONTRACT
Custodian Contract • October 31st, 2005 • Marshall Funds Inc

This Amendment to the Custodian Contract (the “Amendment”) is made as of this 1st day of November, 2000 by and between the Marshall Funds, Inc., a Wisconsin corporation (the “Corporation”), on behalf of the portfolios (hereinafter collectively referred to as the “Funds” and individually referred to as a “Fund”) and the Marshall & Ilsley Trust Company, a Wisconsin chartered trust company (the “Custodian”).

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AMENDMENT TO CUSTODIAN CONTRACT
Custodian Contract • October 31st, 2005 • Marshall Funds Inc

This Amendment to the Custodian Contract (the “Amendment”) is made as of this 1st day of November, 1995, by and between the MARSHALL FUNDS, INC., a Wisconsin corporation (the “Corporation”), on behalf of the portfolios (hereinafter collectively referred to as the “Funds” and individually referred to as a “Fund”) and the MARSHALL & ILSLEY TRUST COMPANY, a Wisconsin chartered trust company (the “Custodian”).

GRAND DISTRIBUTION SERVICES, LLC Milwaukee, Wisconsin 53233 DEALER AGREEMENT FOR THE SALE OF SHARES OF THE MARSHALL FUNDS
Dealer Agreement for the Sale of Shares of the Marshall Funds • October 31st, 2005 • 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.

Shareholder Services Agreement
Shareholder Services Agreement • October 31st, 2005 • Marshall Funds Inc

Pursuant to Section 2 of the Agreement, MFIS agrees to accept as full compensation for its services rendered hereunder a fee at an annual rate, calculated daily and payable monthly, equal to an amount up to the percentage of average net assets of each Fund, as set forth below.

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