0001193125-08-253667 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • December 15th, 2008 • Marshall Funds Inc • Wisconsin

AGREEMENT made as of the 15 th day of December, 2008 by and between M&I Investment Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), organized under the laws of Wisconsin and having its principal place of business in Milwaukee, Wisconsin (the “Adviser”), and Trilogy Global Advisors, LLC, a limited liability company organized under the laws of Delaware and an investment adviser registered under the Advisers Act (the “Subadviser”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • December 15th, 2008 • Marshall Funds Inc • Wisconsin

AGREEMENT made as of the 15 th day of December, 2008 by and between M&I Investment Management Corp., an investment adviser registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), organized under the laws of Wisconsin and having its principal place of business in Milwaukee, Wisconsin (the “Adviser”), and Taplin, Candida & Habacht, LLC, a limited liability company organized under the laws of Delaware and an investment adviser registered under the Advisers Act (the “Subadviser”).

Shareholder Services Agreement
Shareholder Services Agreement • December 15th, 2008 • 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.

AMENDMENT TO FUND ACCOUNTING AGREEMENT
Fund Accounting Agreement • December 15th, 2008 • Marshall Funds Inc

THIS AMENDMENT TO FUND ACCOUNTING AGREEMENT (the “Amendment”) is made and entered into as of December 1, 2008 by and between MARSHALL FUNDS, INC. (the “Fund”), a Wisconsin corporation, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (“State Street”).

M&I DISTRIBUTORS, LLC Milwaukee, Wisconsin 53202 SALES AND SERVICES AGREEMENT FOR THE SALE OF SHARES OF THE MARSHALL FUNDS
Sales and Services Agreement • December 15th, 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 CUSTODIAN AGREEMENT
Custodian Agreement • December 15th, 2008 • Marshall Funds Inc

THIS AMENDMENT TO CUSTODIAN AGREEMENT (the “Amendment”) is made and entered into as of December 1, 2008 by and between MARSHALL FUNDS, INC. (the “Fund”), a Wisconsin corporation, and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company (“State Street”).

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