0001193125-11-286178 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • October 28th, 2011 • Marshall Funds Inc • Wisconsin

AGREEMENT made as of the day of , 2011 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 Acadian Asset Management 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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EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • October 28th, 2011 • Marshall Funds Inc

EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective as of , 2011 by and between M&I Investment Management Corp., a Wisconsin corporation (the “Adviser”) and Marshall Funds, Inc., a Wisconsin corporation (the “Corporation”), on behalf of each portfolio reflected in Schedule A hereto, as may be amended from time to time (each a “Fund” and collectively the “Funds”).

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