0001193125-11-355762 Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A AND BOSTON FINANCIAL DATA SERVICES, INC.
Transfer Agency and Service Agreement • December 29th, 2011 • MARSHALL FUNDS INC D/B/a BMO FUNDS • New York

THIS AGREEMENT made as of the 30th day of June 2011, by and between EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, having their principal office and place of business at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2011 • MARSHALL FUNDS INC D/B/a BMO FUNDS • Wisconsin

AGREEMENT made as of the 29th day of December, 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 Pyrford International Ltd, a corporation organized under the laws of the United Kingdom and an investment adviser registered under the Advisers Act (the “Subadviser”).

Shareholder Services Agreement
Shareholder Services Agreement • December 29th, 2011 • MARSHALL FUNDS INC D/B/a BMO FUNDS

Pursuant to Section 2 of this Agreement, BMO Funds U.S. Investor Services (formerly known as Marshall Investor Services) 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 ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • December 29th, 2011 • MARSHALL FUNDS INC D/B/a BMO FUNDS

This Amendment to the Administrative Services Agreement is effective as of the _____ day of November, 2011, between Marshall Funds, Inc. (the “Fund”) and Marshall & Ilsley Trust Company N.A., a national banking association (“M&I”).

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