DISTRIBUTION AGREEMENT

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).

WHEREAS, M&I is the administrator to the Marshall Funds, an open-end management investment company which is authorized to issue shares of beneficial interests in separate series with each such series representing the interests in a separate portfolio of securities and other assets under the Investment Company Act of 1940, as amended (the 1940 Act);

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the 1934 Act), and is a member of the National Association of Securities Dealers, Inc. (the NASD); and

WHEREAS, M&I and the Distributor desire to enter into an agreement pursuant to which the Distributor shall be the distributor of the shares of the Marshall Funds representing the investment portfolios described on Schedule A hereto and any additional shares and/or investment portfolios M&I and the Distributor may agree upon and include on Schedule A as such Schedule may be amended from time to time (such shares and any additional shares are referred to as the Shares and such investment portfolios and any additional investment portfolios are individually referred to as a Fund and collectively the Funds).

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

1. Appointment of the Distributor.

M&I hereby appoints the Distributor as agent for the distribution of the Shares, on the terms and for the period set forth in this Agreement. The Distributor hereby accepts such appointment as agent for the distribution of the Shares on the terms and for the period set forth in this Agreement.

2. Services and Duties of the Distributor.

2.1 The Distributor will act as agent for the distribution of Shares in accordance with the instructions of the Funds Board of Directors and the registration statement and prospectuses then in effect with respect to the Funds under the Securities Act of 1933, as amended (the 1933 Act).

2.2 The Distributor may incur expenses for appropriate distribution activities which it deems reasonable which are primarily intended to result in the sale of Shares, including, but not limited to, advertising, the printing and mailing of prospectuses to other than current

shareholders, and the printing and mailing of sales literature. At the direction of M&I, the Distributor may enter into servicing and/or selling agreements with qualified broker/dealers and other persons with respect to the offering of Shares to the public, and if it so chooses, the Distributor may act as principal. The Distributor shall not be obligated to incur any specific expenses nor sell any certain number of Shares of any Fund.

2.3 All Shares of the Funds offered for sale by the Distributor shall be offered for sale to the public at a price per share (the offering price) provided in the Funds then current prospectus. The Distributor shall have no liability for the payment of the purchase price of the Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.

2.4 The Distributor shall act as distributor of the Shares in compliance in all material respects with all applicable laws, rules and regulations, including, without limitation, all rules and regulations made or adopted pursuant to the 1940 Act, by the Securities and Exchange Commission (the Commission) and the NASD.

2.5 The Distributor shall not utilize any materials in connection with the sales or offering of Shares except the Funds prospectus and statement of additional information and such other materials as M&I shall provide or approve. The Distributor agrees to provide compliance review of all sales literature and marketing materials prepared for use by or on behalf of the Funds in advance of the use of such materials. M&I agrees to incorporate such changes to such materials as the Distributor shall request. The Distributor will file the materials as may be required with the NASD, SEC or state securities commissioners. M&I represents that it will not use or authorize the use of any advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor.

2.6 As compensation for the services performed hereunder and the expenses incurred by the Distributor, the Distributor shall be entitled to the fees and be reimbursed the expenses as provided in Exhibit B hereto.

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