ADMINISTRATIVE SERVICES AGREEMENT



      This  Administrative  Services Agreement is made as of this 1st day of

January,  2000,  between  Marshall  Funds,  Inc.,  a  Wisconsin  corporation

(herein  called  the  "Fund"),  and  Marshall  &  Ilsley  Trust  Company,  a

Wisconsin trust company bank (herein called "M&I").



      WHEREAS,  the Fund is a Wisconsin  corporation,  consisting  of one or

more  portfolios,  which  operates  as  an  open-end  management  investment

company and will so register under the  Investment  Company Act of 1940 (the

"Investment Company Act"); and



      WHEREAS,  the Fund  desires  to  retain  M&I as its  Administrator  to

provide it with administrative  services,  and M&I is willing to render such

services;



      NOW, THEREFORE,  in consideration of the premises and mutual covenants

set forth herein, the parties hereto agree as follows:



      1.  Appointment  of  Administrator.  The Fund hereby  appoints  M&I as

Administrator  of the Fund on the  terms  and  conditions  set forth in this

agreement;  and M&I hereby  accepts such  appointment  and agrees to perform

the  services  and  duties  set  forth in  Section  2 of this  Agreement  in

consideration of the compensation provided for in Section 4 hereof.



      2.  Services  and  Duties.  As  Administrator,   and  subject  to  the

supervision and control of the Fund's Board of Directors ("Directors"),  M&I

will  provide  facilities,   equipment,  and  personnel  to  carry  out  the

following  administrative services for operation of the business and affairs

of the Fund and each of its portfolios:



            (a) prepare,  file, and maintain the Fund's governing documents,

      including  the  Articles  of  Incorporation  (which has  already  been

      prepared  and filed),  the  By-laws,  minutes of meetings of Directors

      and shareholders, and proxy statements for meetings of shareholders;



            (b)  prepare  and  file  with  the   Securities   and   Exchange

      Commission  and  the  appropriate  state  securities  authorities  the

      registration  statement  for the Fund and the  Fund's  shares  and all

      amendments   thereto,    reports   to   regulatory   authorities   and

      shareholders,   prospectuses,   proxy   statements,   and  such  other

      documents  as may be  necessary  or  convenient  to enable the Fund to

      make a continuous offering of its shares;



            (c) prepare,  negotiate,  and administer  contracts on behalf of

      the Fund with, among others, the distributor,  custodian, and transfer

      agent;



            (d)  supervise the Fund's  custodian and fund  accountant in the

      maintenance  of the Fund's  general  ledger and in the  preparation of

      the  Fund's  financial  statements,  including  oversight  of  expense

      accruals and payments,  of the determination of the net asset value of

      the Fund's  assets and of the Fund's  shares,  and of the  declaration

      and payment of dividends and other distributions to shareholders;



            (e) calculate  performance data of the Fund for dissemination to

      information services covering the investment company industry;



            (f)  prepare and file on a timely  basis the Fund's  Federal and

      State income tax returns (if applicable) and other tax returns;



            (g) examine and review the  operations  of the Fund's  custodian

      and transfer agent;



            (h) coordinate the layout and printing of publicly  disseminated

      prospectuses and reports;



            (i) assist with the design,  development,  and  operation of the

            Fund;



            (j)  provide  individuals  reasonably  acceptable  to the Fund's

      Directors for nomination,  appointment, or election as officers of the

      Fund,  who will be  responsible  for the  management of certain of the

      Fund's affairs as determined by the Fund's Directors;



            (k) monitor the Fund's  compliance  with Section 851 through 855

      of the Internal  Revenue Code so as to enable the Fund to maintain its

      status as a "regulated investment company;" and



            (l)  advise  the Fund  and its  Board of  Directors  on  matters

      concerning the Fund and its affairs.

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