1933 Act File No. 33-48907
1940 Act File No. 811-7047
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No. ...........................
Post-Effective Amendment No. 26 .......................... X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 26 ......................................... X
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MARSHALL FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
770 N. Water Street
Milwaukee, Wisconsin 53202
(Address of Principal Executive Offices)
(414) 287-8555
(Registrant's Telephone Number)
John W. McGonigle, Esquire
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
(Name and Address of Agent for Service)
(Notice should be sent to the Agent for Service)
It is proposed that this filing will become effective:
__ immediately upon filing pursuant to paragraph (b)
X on AUGUST 26, 1999 pursuant to paragraph (b)
60 days after filing pursuant to paragraph (a)(i) _ on _________________
pursuant to paragraph (a)(i) _ 75 days after filing pursuant to paragraph
(a)(ii)
on _________________ pursuant to paragraph (a)(ii) of Rule 485
If appropriate, check the following box:
X This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Copies to: Janet Olsen, Esquire
Bell, Boyd & Lloyd
Three First National Plaza
70 West Madison Street, Suite 3300
Chicago, Illinois 60602-4207
PART C. OTHER INFORMATION.
Item 23. EXHIBITS:
(a) (i) Conformed copy of Articles of Incorporation of the Registrant; (8)
(ii) Conformed copy of Amendment No. 1 to the Articles of Incorporation; (8)
(iii) Conformed copy of Amendment No. 2 to the Articles of Incorporation; (8)
(iv) Conformed copy of Amendment No. 3 to the Articles of Incorporation; (8)
(v) Conformed copy of Amendment No. 4 to the Articles of Incorporation; (6)
(vi) Conformed copy of Amendment No. 5 to the Articles of Incorporation; (8)
(vii) Conformed copy of Amendment No. 6 to the Articles of Incorporation; (12)
(viii) Conformed copy of Amendment No. 7 to the Articles of Incorporation; (14)
(ix) Conformed copy of Amendment No. 8 to the Articles of Incorporation; (18)
(x) Conformed copy of Amendment No. 9 to the Articles of Incorporation; (18)
(b) (i) Copy of By-Laws of the Registrant; (8)
(ii) Copy of Amendment No. 1 to the By-Laws of the Registrant; +
(iii) Copy of Amendment No. 2 to the By-Laws of the Registrant; +
(c) Copy of Specimen Certificates for Shares of Capital
Stock of the Marshall Mid-Cap Growth Fund, Marshall
Large-Cap Growth & Income Fund, Marshall Mid-Cap
Value Fund, and Marshall Small-Cap Growth Fund;
(16)
- ------------------------
+ All exhibits have been filed electronically.
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed December 28, 1993. (File Nos. 33-48907
and 811-7047).
8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 11 on Form N-1A filed October 21, 1994. (File Nos. 33-48907
and 811-7047).
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed June 17, 1996. (File Nos. 33-48907 and
811-7047).
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed August 30, 1996. (File Nos. 33-48907
and 811-7047).
16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed August 26, 1997. (File Nos. 33-48907
and 811-7047).
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed October 21, 1998. (File Nos. 33-48907
and 811-7047).
<PAGE>
(d) (i) Conformed copy of Investment Advisory
Contract of the Registrant; (4) (ii) Conformed
copy of Exhibit G of the Investment Advisory
Contract of the Registrant; (5)
(iii) Conformed copy of Exhibit H of the
Investment Advisory Contract of the Registrant;
(5) (iv) Conformed copy of Exhibit I of the
Investment Advisory Contract of the Registrant;
(5)
(v) Conformed copy of Exhibit J of the
Investment Advisory Contract of the Registrant;
(5) (vi) Conformed copy of Exhibit K of the
Investment Advisory Contract of the Registrant;
(7)
(vii) Conformed copy of Exhibit L of the
Investment Advisory Contract of the Registrant; (7)
(viii) Conformed copy of Exhibit M of the
Investment Advisory Contract of the Registrant;
(12)
(ix) Conformed copy of Federated Management
Sub-Advisory Agreement with the
Registrant; (7)
(x) Conformed copy of Templeton Investment
Counsel, Inc., Sub-Advisory Agreement with the M
& I Investment Management, Inc.; (9) (xi)
Conformed copy of Exhibit N to the Investment
Advisory Contract of the Registrant; (14)
(xii) Conformed copy of Subadvisory Contract
between M&I Investment Management Corp.
and BPI Global Asset Management LLP dated
March 29, 1999 (20)
(e) (i) Conformed copy of Distributor's Contract
of the Registrant, including conformed
copies of Exhibits A through J; (12)
- ------------------------
+ All exhibits have been filed electronically.
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed April 23, 1993. (File Nos. 33-48907 and
811-7047).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed October 29, 1993. (File Nos. 33-48907
and 811-7047).
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed July 1, 1994. (File Nos. 33-48907 and
811-7047).
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed December 21, 1994. (File Nos. 33-48907
and 811-7047).
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed June 17, 1996. (File Nos. 33- 48907 and
811-7047).
14. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 17 on Form N-1A filed August 30, 1996. (File Nos. 33-48907
and 811-7047).
20. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 25 on Form N-1A filed July 23, 1999. (File Nos. 33-48907 and
811-7047).
<PAGE>
(ii) Conformed copy of Exhibit K of the
Distributor's Contract of the Registrant; (15)
(iii) Conformed copy of Exhibit L of the
Distributor's Contract of the Registrant; (18)
(iv) Conformed copy of Exhibit M of the
Distributor's Contract of the Registrant; + (f) Not
applicable; (g) (i) Conformed copy of Custodian Contract
of the Registrant; (7)
(ii) Copy of Amendment No. 1 to Schedule A of the Sub-Custodian
Agreement of the Registrant; (16)
(iii) Copy of Amendment No. 2 to Schedule A of the Sub-Custodian
Agreement of the Registrant; (16)
(iv) Copy of Amendment No. 3 to Schedule A of the Sub-Custodian
Agreement of the Registrant; (17)
(v) Conformed copy of Sub-Transfer Agency and Services Agreement of
the Registrant; (10)
(h) (i) Conformed copy of Fund Accounting and Shareholder Recordkeeping
Agreement of the Registrant; (11)
(ii) Conformed copy of Amendment No. 1 to Schedule A of the Fund
Accounting and Shareholder Recordkeeping Agreement of the
Registrant; (15)
(iii) Conformed copy of Amendment No. 2 to Schedule A of the Fund
Accounting and Shareholder Recordkeeping Agreement of the
Registrant; (16)
(iv) Conformed copy of Amendment No. 1 to
Schedule C of the Fund Accounting and
Shareholder Recordkeeping Agreement of the
Registrant; (15) (v) Conformed copy of Annex 1
to Amendment No. 2 to Schedule C of the Fund
Accounting and Shareholder Recordkeeping
Agreement of the
Registrant; (16)
(vi) Conformed copy of Administrative Services Agreement of the
Registrant; (7)
(vii) Conformed copy of Amendment No. 1 to the Administrative Services
Agreement of the Registrant; (15)
(viii) Conformed copy of Amendment No. 2 to the Administrative Services
Agreement of the Registrant; (16)
- ------------------------
+ All exhibits have been filed electronically.
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed July 1, 1994. (File Nos. 33-48907 and
811-7047).
10. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 13 on Form N-1A filed April 3, 1995. (File Nos. 33-48907 and
811-7047).
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 on Form N-1A filed December 26, 1995. (File Nos. 33-48907
and 811-7047).
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed December 18, 1996. (File Nos. 33-48907
and 811-7047).
16. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 20 on Form N-1A filed August 26, 1997. (File Nos. 33-48907
and 811-7047).
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed October 21, 1998. (File Nos. 33-48907
and 811-7047).
<PAGE>
(ix) Conformed copy of Shareholder Services
Agreement of the Registrant on behalf of
Marshall Equity Income Fund, Marshall
Government Income Fund, Marshall
Intermediate Bond Fund, Marshall
Intermediate Tax-Free Fund, Marshall
International Stock Fund, Marshall Mid-Cap
Stock Fund, Marshall Money Market Fund,
Marshall Short-Term Income Fund, Marshall
Short-Term Tax-Free Fund, Marshall Stock
Fund, and Marshall Value Equity Fund; (4)
(x) Conformed copy of Amendment No. 1 to
Schedule A of the Shareholder Services
Agreement of the Registrant; (6)
(xi) Conformed copy of Amendment No. 2 to
Schedule A of the Shareholder Services
Agreement of the Registrant; (7)
(xii) Conformed copy of Amendment No. 3 to
Schedule A of the Shareholder Services Agreement of
the Registrant; (12) (xiii) Copy of Amendment No. 1
to Schedule B of the Shareholder Services Agreement
of the Registrant; (11)
(xiv) Conformed copy of Marshall Funds, Inc.
Multiple Class Plan (Marshall Money Market Fund
Class A Shares and Class B Shares); (11)
(xv)..Conformed copy of new Shareholder Services
Agreement between the Registrant and Marshall &
Ilsley Trust Company on behalf of Marshall Equity
Income Fund, Marshall Government Income
Fund, Marshall Intermediate Bond Fund,
Marshall Intermediate Tax-Free Fund,
Marshall International Stock Fund, Marshall
Mid-Cap Stock Fund, Marshall Short-Term
Income Fund, Marshall Small-Cap Stock Fund,
Marshall Stock Fund, and Marshall Value
Equity Fund; (15)
(xvi) Conformed copy of Amendment No.1 to Exhibit
1 of Shareholder Services Agreement of the
Registrant; (18) (xvii) Conformed copy of Mutual
Funds Service Agreement of the Registrant; +
(i) Conformed copy of Opinion and Consent of Counsel as to
legality of shares being registered; (4) (j) Conformed
Copy of Consent of Independent Public Accountants; (19)
- -------------------
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed April 23, 1993. (File Nos. 33-48907 and
811-7047).
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed December 28, 1993. (File Nos.33-48907
and 811-7047).
7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on Form N-1A filed July 1, 1994. (File Nos. 33-48907 and
811-7047).
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 on Form N-1A filed December 26, 1995. (File Nos. 33-48907
and 811-7047).
12. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 15 on Form N-1A filed June 17, 1996. (File Nos. 33-48907 and
811-7047).
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed December 18, 1996. (File Nos. 33-48907
and 811-7047).
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed October 21, 1998. (File Nos. 33-48907
and 811-7047).
<PAGE>
(k) Not applicable;
(l) Conformed copy of Initial Capital
Understanding; (11)
(m) (i) Conformed copy of Distribution Plan of the
Registrant; (4) (ii) Conformed copy of Exhibit A
of the Distribution Plan of the Registrant; (11)
(iii) Conformed copy of Exhibit B of the
Distribution Plan of the Registrant; (9) (iv)
Conformed copy of Exhibit C to the Distribution
Plan of the Registrant; (15)
(v) Conformed copy of Exhibit D of the
Distribution Plan of the Registrant; (18) (vi)
Form of 12b-1 Agreement of the Registrant; +
(vii) Copy of Exhibit A to the 12b-1 Agreement of
the Registrant; + (viii) Copy of Exhibit B to the
12b-1 Agreement of the Registrant; (11)
(ix) Copy of Exhibit C to the Rule 12b-1
Agreement of the Registrant; (13) (x) Copy of
Exhibit D to the 12b-1 Agreement of the
Registrant; (18)
(n) Conformed copy of Multiple Class Plan of the
Registrant including Exhibits A through D; + (o) (i)
Conformed copy of Power of Attorney; (11)
(ii) Conformed copy of Power of Attorney dated December 27, 1993 with
respect to James F. Duca, II, President of the Corporation; (6)
Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE FUND:
None
Item 25. INDEMNIFICATION: (5)
- -------------------
4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 5 on Form N-1A filed April 23, 1993. (File Nos. 33-48907 and
811-7047).
5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on Form N-1A filed October 29, 1993. (File Nos. 33-48907
and 811-7047).
6. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 8 on Form N-1A filed December 28, 1993. (File Nos.33-48907
and 811-7047).
9. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 12 on Form N-1A filed December 21, 1994. (File Nos. 33-48907
and 811-7047).
11. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 14 on Form N-1A filed December 26, 1995. (File Nos. 33-48907
and 811-7047).
13. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 16 on Form N-1A filed July 9, 1996. (File Nos. 33-48907 and
811-7047).
15. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 19 on Form N-1A filed December 18, 1996. (File Nos. 33-48907
and 811-7047).
18. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 22 on Form N-1A filed October 21, 1998. (File Nos. 33-48907
and 811-7047).
<PAGE>
Item 26. BUSINESS AND OTHER CONNECTIONS OF THE INVESTMENT ADVISER:
M&I INVESTMENT MANAGEMENT CORP.
(a) M&I Investment Management Corp. is a registered investment
adviser and wholly-owned subsidiary of Marshall & Ilsley
Corporation, a registered bank holding company headquartered
in Milwaukee, Wisconsin. As of October 1, 1997 M&I
Investment Management Corp. had approximately $8.4 billion
in assets under management and has managed investments for
individuals and institutions since its inception in 1973.
M&I Investment Management Corp. served as investment adviser
to Newton Money Fund, Newton Income Fund and Newton Growth
Fund.
For further information about M & I Investment Mangagement
Corp., its officers and directors, response is incorporated
by reference to M & I Investment Management Corp.'s Form
ADV, File No. 801-9118, dated March 4, 1996 as amended.
BPI Global Asset Management LLP.
(b) BPI Global Asset Management LLP ("BPI") is a registered
investment adviser and provides management services for
investment companies, corporations, trusts, estates, pension
and profit sharing plans, individuals and other institutions
located in both Canada and the United States. As of June 30,
1999, BPI had approximately $1.9 billion of total assets
under management. BPI's address is Tower Place at the
Summit, 1900 Summit Tower Boulevard, Suite 450, Orlando,
Florida 32810. For a list of the officers and directors of
BPI and for further information about BPI, any other
business, vocation or employment of a substantial nature in
which a director or officer of BPI is, or at any time in the
past two fiscal years has been, engaged for his or her own
account or in the capacity of director, officer, employee,
partner or trustee, response is incorporated by reference to
BPI's Form ADV, File No. ________, dated
___________________.
Item 27. PRINCIPAL UNDERWRITERS:
(a) Federated Securities Corp. the Distributor for shares of the Registrant,
acts as principal underwriter for the following open-end investment
companies, including the Registrant:
Cash Trust Series II; Cash Trust Series, Inc.; CCB Funds; Edward D.
Jones & Co. Daily Passport Cash Trust; Federated Adjustable Rate U.S.
Government Fund, Inc.; Federated American Leaders Fund, Inc.; Federated
ARMs Fund; Federated Core Trust; Federated Equity Funds; Federated
Equity Income Fund, Inc.; Federated Fund for U.S. Government Securities,
Inc.; Federated GNMA Trust; Federated Government Income Securities,
Inc.; Federated Government Trust; Federated High Income Bond Fund, Inc.;
Federated High Yield Trust; Federated Income Securities Trust; Federated
Income Trust; Federated Index Trust; Federated Institutional Trust;
Federated Insurance Series; Federated Municipal Opportunities Fund,
Inc.; Federated Municipal Securities Fund, Inc.; Federated Municipal
Trust; Federated Short-Term Municipal Trust; Federated Stock and Bond
Fund, Inc.; Federated Stock Trust; Federated Tax-Free Trust; Federated
Total Return Series, Inc.; Federated U.S. Government Bond Fund;
Federated U.S. Government Securities Fund: 1-3 Years; Federated U.S.
Government Securities Fund: 2-5 Years; Federated U.S. Government
Securities Fund: 5-10 Years; Federated Utility Fund, Inc.; Fixed Income
Securities, Inc.; ; Hibernia Funds; Independence One Mutual Funds;
Intermediate Municipal Trust; International Series, Inc.; Investment
Series Funds, Inc.; Managed Series Trust; Marshall Funds, Inc.; Money
Market Management, Inc.; Money Market Obligations Trust; Money Market
Obligations Trust II; Money Market Trust; Municipal Securities Income
Trust; Newpoint Funds; Regions Funds; RIGGS Funds; SouthTrust Funds;
Tax-Free Instruments Trust; The Planters Funds; The Wachovia Funds; The
Wachovia Municipal Funds; Vision Group of Funds, Inc.; World Investment
Series, Inc.; Blanchard Funds; Blanchard Precious Metals Fund, Inc.; DG
Investor Series; High Yield Cash Trust; Investment Series Trust; Star
Funds; Targeted Duration Trust; The Virtus Funds; Trust for Financial
Institutions.
Federated Securities Corp. also acts as principal underwriter for the
following closed-end investment company: Liberty Term Trust, Inc.- 1999.
<TABLE>
<CAPTION>
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
<S> <C> <C>
Richard B. Fisher Chairman, Chief Executive --
Federated Investors Tower Officer, Chief Operating
1001 Liberty Avenue Officer, Asst. Secretary
Pittsburgh, PA 15222-3779 and Asst. Treasurer,
Federated Securities Corp.
Arthur L. Cherry Director --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John B. Fisher President-Institutional Sales --
Federated Investors Tower and Director
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779
Thomas R. Donahue Director, Assistant Secretary --
Federated Investors Tower and Assistant Treasurer
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779
James F. Getz President-Broker/Dealer and --
Federated Investors Tower Director
1001 Liberty Avenue Federated Securities Corp.
Pittsburgh, PA 15222-3779
Edward C. Gonzales Executive Vice President --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
David M. Taylor Executive Vice President --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark W. Bloss Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard W. Boyd Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Laura M. Deger Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Theodore Fadool, Jr. Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Bryant R. Fisher Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Christopher T. Fives Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
James S. Hamilton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
James M. Heaton Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Keith Nixon Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Solon A. Person, IV Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Timothy C. Pillion Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Thomas E. Territ Senior Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Ernest G. Anderson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Teresa M. Antoszyk Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John B. Bohnet Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Jane E. Broeren-Lambesis Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Matthew W. Brown Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
David J. Callahan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark Carroll Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Steven R. Cohen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mary J. Combs Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
R. Edmond Connell, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
R. Leonard Corton, Jr. Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Kevin J. Crenny Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Daniel T. Culbertson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
G. Michael Cullen Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Marc C. Danile Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Robert J. Deuberry Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
William C. Doyle Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Jill Ehrenfeld Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark D. Fisher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark A. Gessner Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Joseph D. Gibbons Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John K. Goettlicher Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Craig S. Gonzales Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
G. Tad Gullickson Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Dayna C. Haferkamp Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Raymond Hanley Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Bruce E. Hastings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Beth A. Hetzel Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
James E. Hickey Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Charlene H. Jennings Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
H. Joseph Kennedy Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael W. Koenig Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Christopher A. Layton Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael H. Liss Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael R. Manning Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Mark J. Miehl Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard C. Mihm Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Alec H. Neilly Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Thomas A. Peters III Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Robert F. Phillips Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard A. Recker Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Eugene B. Reed Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Paul V. Riordan Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John Rogers Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Brian S. Ronayne Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Thomas S. Schinabeck Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward J. Segura Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward L. Smith Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
David W. Spears Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John A. Staley Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Colin B. Starks Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Jeffrey A. Stewart Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
William C. Tustin Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Paul A. Uhlman Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Miles J. Wallace Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
John F. Wallin Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Richard B. Watts Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward J. Wojnarowski Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Michael P. Wolff Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Robert W. Bauman Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Edward R. Bozek Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Terri E. Bush Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Beth C. Dell Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
David L. Immonen Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
John T. Glickson Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Renee L. Martin Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Robert M. Rossi Assistant Vice President, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
<PAGE>
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Matthew S. Hardin Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Denis McAuley Treasurer, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
Leslie K. Ross Assistant Secretary, --
Federated Investors Tower Federated Securities Corp.
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
</TABLE>
(c) Not applicable.
Item 28. LOCATION OF ACCOUNTS AND RECORDS:
MARSHALL FUNDS, INC................. 770 North Water Street
Milwaukee, Wisconsin 53202
FEDERATED SHAREHOLDER SERVICES......Federated Investors Tower
COMPANY............................. 1001 Liberty Avenue
("Transfer Agent, Dividend Pittsburgh, PA 15222-3779
Disbursing Agent, and Portfolio
Accounting Services")
FEDERATED ADMINISTRATIVE SERVICES Federated Investors Tower
("Administrator") 1001 Liberty Avenue
Pittsburgh, PA 15222-3779
M & I INVESTMENT MANAGEMENT CORP. 1000 North Water Street
("Adviser") Milwaukee, WI 53202
MARSHALL & ILSLEY TRUST COMPANY 1000 North Water Street
("Custodian") Milwaukee, WI 53202
BPI GLOBAL ASSET MANAGEMENT LLP. 1900 Summit Tower Blvd.
("Sub-Adviser") Suite 450
Orlando, Florida 32810
Item 29. MANAGEMENT SERVICES: Not applicable.
Item 30. UNDERTAKINGS:
Registrant hereby undertakes to comply with the provisions of Section 16(c)
of the 1940 Act with respect to the removal of Trustees and the calling of
special shareholders meetings by shareholders.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, MARSHALL FUNDS, INC., certifies
that it meets all of the requirements for effectiveness of this Amendment to its
Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this Amendment to its Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of
Pittsburgh and Commonwealth of Pennsylvania, on the 19th day of August, 1999.
MARSHALL FUNDS, INC.
BY: /s/ C. Todd Gibson
C. Todd Gibson, Assistant Secretary
Attorney in Fact for Edward C. Gonzales
August 19, 1999
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:
NAME TITLE DATE
By: /s/C. Todd Gibson
C. Todd Gibson Attorney In Fact August 19, 1999
ASSISTANT SECRETARY For the Persons
Listed Below
NAME TITLE
John M. Blaser* Chairman, Director,
and Treasurer (Chief
Executive Officer)
Ann K. Peirick* Treasurer (Principal Financial
and Accounting Officer)
John DeVincentis Director
Ody J. Fish Director
Paul E. Hassett Director
* By Power of Attorney
Exhibit (m)(vi) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
RULE 12B-1 AGREEMENT
This Agreement is made between the Institution executing this Agreement
("Administrator") and Federated Securities Corp. ("FSC") for the mutual funds
(referred to individually as the "Fund" and collectively as the "Funds") for
which FSC serves as Distributor of shares of beneficial interest or capital
stock ("Shares") and which have adopted a Rule 12b-1 Plan ("Plan") and approved
this form of agreement pursuant to Rule 12b-1 under the Investment Company Act
of 1940. In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. FSC hereby appoints Administrator to render or cause to be rendered
sales and/or administrative support services to the Funds and their
shareholders.
2. The services to be provided under Paragraph 1 may include, but are not
limited to, the following:
(a) communicating account openings through computer terminals located
on the Administrator's premises ("computer terminals"), through a
toll-free telephone number or otherwise;
(b) communicating account closings via the computer terminals, through
a toll-free telephone number or otherwise;
(c) entering purchase transactions through the computer terminals,
through a toll-free telephone number or otherwise;
(d) entering redemption transactions through the computer terminals,
through a toll-free telephone number or otherwise;
(e) electronically transferring and receiving funds for Fund Share
purchases and redemptions, and confirming and reconciling all such transactions;
(f) reviewing the activity in Fund accounts;
(g) providing training and supervision of its personnel;
(h) maintaining and distributing current copies of prospectuses and
shareholder reports;
(i) advertising the availability of its services and products;
(j) providing assistance and review in designing materials to send to
customers and potential customers and developing methods of making
such materials accessible to customers and potential customers; and
(k) responding to customers' and potential customers' questions about
the Funds.
The services listed above are illustrative. The Administrator is not
required to perform each service and may at any time perform either more or
fewer services than described above.
<PAGE>
3. During the term of this Agreement, FSC will pay the Administrator fees
for each Fund as set forth in a written schedule delivered to the Administrator
pursuant to this Agreement. FSC's fee schedule for Administrator may be changed
by FSC sending a new fee schedule to Administrator pursuant to Paragraph 12 of
this Agreement. For the payment period in which this Agreement becomes effective
or terminates, there shall be an appropriate proration of the fee on the basis
of the number of days that the Rule 12b-1 Agreement is in effect during the
quarter.
4. The Administrator will not perform or provide any duties which would
cause it to be a fiduciary under Section 4975 of the Internal Revenue Code, as
amended. For purposes of that Section, the Administrator understands that any
person who exercises any discretionary authority or discretionary control with
respect to any individual retirement account or its assets, or who renders
investment advice for a fee, or has any authority or responsibility to do so, or
has any discretionary authority or discretionary responsibility in the
administration of such an account, is a fiduciary.
5. The Administrator understands that the Department of Labor views ERISA
as prohibiting fiduciaries of discretionary ERISA assets from receiving
administrative service fees or other compensation from funds in which the
fiduciary's discretionary ERISA assets are invested. To date, the Department of
Labor has not issued any exemptive order or advisory opinion that would exempt
fiduciaries from this interpretation. Without specific authorization from the
Department of Labor, fiduciaries should carefully avoid investing discretionary
assets in any fund pursuant to an arrangement where the fiduciary is to be
compensated by the fund for such investment. Receipt of such compensation could
violate ERISA provisions against fiduciary self-dealing and conflict of interest
and could subject the fiduciary to substantial penalties.
6. The Administrator agrees not to solicit or cause to be solicited
directly, or indirectly at any time in the future, any proxies from the
shareholders of any or all of the Funds in opposition to proxies solicited by
management of the Fund or Funds, unless a court of competent jurisdiction shall
have determined that the conduct of a majority of the Board of Directors of the
Fund or Funds constitutes willful misfeasance, bad faith, gross negligence or
reckless disregard of their duties. This paragraph 6 will survive the term of
this Agreement.
7. With respect to each Fund, this Agreement shall continue in effect for
one year from the date of its execution, and thereafter for successive periods
of one year if the form of this Agreement is approved at least annually by the
Directors of the Fund, including a majority of the members of the Board of
Directors of the Fund who are not interested persons of the Fund and have no
direct or indirect financial interest in the operation of the Fund's Plan or in
any related documents to the Plan ("Disinterested Directors ") cast in person at
a meeting called for that purpose.
8. Notwithstanding paragraph 7, this Agreement may be terminated as
follows:
(a) at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Directors of the Fund or by a vote of a
majority of the outstanding voting securities of the Fund as defined
in the Investment Company Act of 1940 on not more than sixty (60)
days' written notice to the parties to this Agreement;
(b) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940 or upon the termination of the
"Administrative Support and Distributor's Contract" or "Distributor's
Contract" between the Fund and FSC; and
(c) by either party to the Agreement without cause by giving the other
party at least sixty (60) days' written notice of its intention to terminate.
9. The termination of this Agreement with respect to any one Fund will not
cause the Agreement's termination with respect to any other Fund.
10. The Administrator agrees to obtain any taxpayer identification number
certification from its customers required under Section 3406 of the Internal
Revenue Code, and any applicable Treasury regulations, and to provide FSC or its
designee with timely written notice of any failure to obtain such taxpayer
identification number certification in order to enable the implementation of any
required backup withholding.
11. This Agreement supersedes any prior service agreements between the
parties for the Funds.
12. This Agreement may be amended by FSC from time to time by the following
procedure. FSC will mail a copy of the amendment to the Administrator's address,
as shown below. If the Administrator does not object to the amendment within
thirty (30) days after its receipt, the amendment will become part of the
Agreement. The Administrator's objection must be in writing and be received by
FSC within such thirty days.
13. This Agreement shall be construed in accordance with the Laws of the
Commonwealth of Pennsylvania.
----------------------------------
[ADMINISTRATOR]
---------------------------------
Address
---------------------------------
City State Zip Code
Dated:_______________________ By:______________________________
Authorized Signature
----------------------------------
Title
----------------------------------
Print Name of Authorized Signature
FEDERATED SECURITIES CORP.
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By:_________________________________
Richard B. Fisher, President
Exhibit (m)(vii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
MARSHALL FUNDS, INC.
EXHIBIT A to 12b-1 Agreement with
Federated Securities Corp. ("FSC")
PORTFOLIOS
FSC will pay Administrator fees for the following portfolios (the
"Funds") effective as of the dates set forth below:
NAME DATE
MARSHALL MONEY MARKET FUND OCTOBER 1, 1992
CLASS B SHARES
(formerly Investment Shares prior to January 1, 1995)
ADMINISTRATIVE FEES
1. During the term of this Agreement, FSC will pay Administrator a
quarterly fee in respect of each Fund. This fee will be computed at the annual
rate of .30% of the average net asset value of Shares held during the quarter in
accounts for which the Administrator provides services under this Agreement, so
long as the average net asset value of Shares in each Fund during the quarter
equals or exceeds such minimum amount as FSC shall from time to time determine
and communicate in writing to the Administrator.
2. For the quarterly period in which the Agreement becomes effective or
terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the quarter.
Exhibit (b)(ii) under Form N-1A
Exhibit 3(ii) under Item 601/Reg. S-K
MARSHALL FUNDS, INC.
Amendment #1 to the By-Laws
Effective: October 27, 1997
Strike Section 1 - Certificates, of Article V - Shares and Their Transfer, and
replace it with the following:
Section 1. CERTIFICATES. The Corporation, in its discretion, may
issue share certificates. All share certificates shall be signed by the
Chairman, the President, or any Vice President and by the Treasurer or
Secretary or any Assistant Treasurer or Assistant Secretary and may be
sealed with the Seal of the Corporation. The signatures may be either
manual or facsimile signatures and the Seal may be either facsimile or
any other form of seal. Certificates for shares for which the
Corporation has appointed an independent Transfer Agent and Registrar
shall not be valid unless countersigned by such Transfer Agent and
registered by such Registrar. In case any Officer who has signed any
certificate ceases to be an Officer of the Corporation before the
certificate is issued, the certificate may nevertheless be issued by the
Corporation with the same effect as if the Officer had not ceased to be
such Officer as of the date of its issuance. Share certificates shall be
in such form not inconsistent with law and these By-Laws as may be
determined by the Board of Directors.
Exhibit (b)(iii) under Form N-1A
Exhibit 3(ii) under Item 601/Reg. S-K
MARSHALL FUNDS, INC.
AMENDMENT NO. 2 TO BY-LAWS
The By-Laws of the Corporation are hereby amended as follows:
1. Article I, Section 3 of the Corporation's By-Laws is deleted in its
entirety and replaced with the following:
"Section 3. PLACE OF MEETINGS. All meetings of the Shareholder of
the Corporation or a particular Series or Class, shall be held at the
principal office of the Corporation in Milwaukee, Wisconsin, or at such
other place within or without the State of Wisconsin, or at such other
place within or without the State of Wisconsin as may be fixed by the
Board of Directors."
2. Article II, Section 2 of the Corporation's By-Laws is deleted in its
entirety and replaced with the following:
"Section 2. NUMBER, QUALIFICATIONS, MANNER OF ELECTION, AND TERM
OF OFFICE. The number of directors of the Corporation can be changed
from time to time by the Board to not less than three nor more than
twenty. Directors need not be Shareholders. The term of office of a
Director shall not be affected by any decrease in the number of
Directors made by the Board pursuant to the foregoing authorization.
Each Director shall hold office for a period of five (5) years following
the Director's election by Shareholders or until his or her successor is
duly elected at the next annual meeting of shareholders. Each Director
shall retire at his or her age 75. A Director may not be elected by
Shareholders after his or her age 70.
The undersigned hereby certifies that the above-stated amendment is a true
and correct Amendment to the By-Laws of the Corporation, as approved by the
Board of Directors on March 26, 1999.
Witness the due execution hereof this 29th day of March, 1999.
/S/ JOHN M. BLASER
John M. Blaser
President, Marshall Funds, Inc.
ATTEST:
/S/ BROOKE J. BILLICK
Brooke J. Billick
Secretary, Marshall Funds, Inc.
Exhibit (e)(iv) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Exhibit M
to the
Distributor's Contract
MARSHALL FUNDS, INC.
MARSHALL INTERNATIONAL STOCK FUND
MARSHALL SMALL CAP GROWTH FUND
CLASS Y SHARES
In consideration of the mutual covenants set forth in the Distributor's
Contract dated October 1, 1992 between Marshall Funds, Inc. and Federated
Securities Corp., Marshall Funds, Inc. executes and delivers this Exhibit on
behalf of the Portfolios, and with respect to the separate Classes of Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of December, 1998.
MARSHALL FUNDS, INC.
By: /S/ JOSEPH S. MACHI
Name: Joseph S. Machi
Title: Vice President
FEDERATED SECURITIES CORP.
By: /S/ DAVID M. TAYLOR
Name: David M. Taylor
Title: Executive Vice President
Exhibit (n) under Form N-1A
Exhibit 99 under Item 601/Reg. S-K
MARSHALL FUNDS, INC.
MULTIPLE CLASS PLAN
This Multiple Class Plan ("Plan") is adopted by the Marshall Funds, Inc.
(the "Corporation"), a Wisconsin corporation, with respect to the classes of
shares ("Classes") of certain of its portfolios (the "Funds") set forth in
exhibits hereto (the "Class Exhibits"). The adoption of this Plan is indicated
by the execution of one or more of the Class Exhibits.
1. PURPOSE
This Plan is adopted pursuant to Rule 18f-3 under the Investment Company
Act of 1940, as amended (the "Rule"), in connection with the issuance by the
Corporation of more than one class of shares of any or all of the Funds in
reliance on the Rule .
2. SEPARATE ARRANGEMENTS / CLASS DIFFERENCES
The arrangements for shareholders services or the distribution of
securities, or both, for each Class shall be as set forth in the applicable
Class Exhibit hereto.
3. EXPENSE ALLOCATIONS
Each Class shall be allocated their allocable portion of Fund-level and
Corporation-level expenses. Each Class shall be allocated those expenses
attributable specifically to the Class, which are described in the applicable
Class Exhibit hereto ("Class Expenses"). Class Expenses may include distribution
expenses; shareholder services expenses; transfer agent fees; printing and
postage expenses related to preparing and distributing materials such as
shareholder reports, prospectuses, and proxies to current shareholders; blue sky
registration fees; SEC registration fees; the expense of administrative
personnel and services as required to support the shareholders of a specific
class; litigation or other legal expenses relating solely to one Class; or
directors' fees incurred as a result of issues relating to one Class of shares.
4. CONVERSION FEATURES
The conversion features for shares of each Class shall be as set forth
in the applicable Class Exhibit hereto.
5. EXCHANGE FEATURES
The exchange features for shares of each Class shall be as set forth in
the applicable Class Exhibit hereto.
6. EFFECTIVENESS
This Plan shall become effective with respect to each Class upon
execution of an exhibit adopting this Plan with respect to such Class.
7. AMENDMENT
Any material amendment of this Plan or any Class Exhibit hereto by the
Corporation is subject to the approval of a majority of the directors of the
Corporation, and a majority of the directors of the Corporation who are not
interested persons of the Corporation, pursuant to the Rule.
<PAGE>
EXHIBIT A
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS Y SHARES
Marshall Money Market Fund
This Exhibit to the Multiple Class Plan (the "Plan") is hereby adopted
by the above-listed portfolios of the Corporation ("Funds") on whose behalf it
is executed as of the date stated below, pursuant to Sections 2, 3, 4, and 5 of
the Plan with regard to the Class Y Shares of the Fund.
1. SEPARATE ARRANGEMENTS
CHANNEL/TARGET CUSTOMERS
Class Y Shares are designed for sale to customers of M&I Corp. and its
affiliates or retail customers of institutions that have not entered into
a marketing arrangement or do not provide sales and/or administrative
services for the sale of Fund shares.
SALES LOAD
None
DISTRIBUTION FEES
None.
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.02 of 1% of the average daily net asset
value of the Class Y Shares. All or any portion of this fee may be waived by the
shareholder servicing agent from time to time.
MINIMUM INVESTMENTS
The minimum initial investment in Class Y Shares is $1,000. Subsequent
investments must be in amounts of at least $50.
VOTING RIGHTS
Each Class Y Share gives the shareholder one vote in Director elections
and other matters submitted to shareholders of the entire Corporation for
vote. All shares of each portfolio or class in the Funds have equal voting
rights, except that only shares of a particular portfolio or class are
entitled to vote in matters affecting that portfolio or class.
2. EXPENSE ALLOCATION
DISTRIBUTION FEES
No Distribution Fees are allocated to Class Y Shares.
<PAGE>
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class Y Shares of
the Fund.
3. CONVERSION FEATURES
Class Y Shares are not convertible into shares of any other class.
4. EXCHANGE FEATURES
Class Y Shares of any portfolio may be exchanged for Shares of other Funds
of the Corporation pursuant to the conditions described in the appropriate
prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on
behalf of the above-listed portfolios of the Corporation by their
duly-authorized offficer(s) as of the date(s) set forth below.
MARSHALL FUNDS, INC.
By: /S/ JOSEPH S. MACHI
Title: Vice President
Date: December 1, 1998
<PAGE>
EXHIBIT B
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS A SHARES
Marshall Money Market Fund
This Exhibit to the Multiple Class Plan (the "Plan") is hereby adopted
by the above-listed portfolios of the Corporation ("Funds") on whose behalf it
is executed as of the date stated below, pursuant to Sections 2, 3, 4, and 5 of
the Plan with regard to the Class A Shares of the Fund.
1. SEPARATE ARRANGEMENTS
CHANNEL/TARGET CUSTOMERS
Class A Shares are sold through institutions and other entities that have
entered into marketing arrangements to make Fund shares available to their
clients, customers or other specified investors, or that have agreed to
provide sales and/or administrative services as agents for holders of
Class A Shares.
SALES LOAD
None
DISTRIBUTION FEES
0.30 of 1% of the average daily net asset value of the Class A Shares
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.02 of 1% of the average daily net asset
value of the Class A Shares. All or any portion of this fee may be waived by the
shareholder servicing agent from time to time.
MINIMUM INVESTMENTS
The minimum initial investment in Class A Shares is $1,000. Subsequent
investments must be in amounts of at least $50.
VOTING RIGHTS
Each Class A Share gives the shareholder one vote in Director elections
and other matters submitted to shareholders of the entire Corporation for
vote. All shares of each portfolio or class in the Funds have equal voting
rights, except that only shares of a particular portfolio or class are
entitled to vote in matters affecting that portfolio or class.
<PAGE>
2. EXPENSE ALLOCATION
DISTRIBUTION FEES
Distribution Fees are allocated equally among the Class A Shares of the
Fund.
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class A Shares of
the Fund.
3. CONVERSION FEATURES
Class A Shares are not convertible into shares of any other class.
4. EXCHANGE FEATURES
Class A Shares of any Fund may be exchanged for Shares of other Funds of
the Corporation pursuant to the conditions described in the appropriate
prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on
behalf of the above-listed portfolios of the Corporation by their
duly-authorized officers(s) as of the date(s) set forth below.
MARSHALL FUNDS, INC.
By: /S/ JOSEPH S. MACHI
Title: Vice President
Date: December 1, 1998
<PAGE>
EXHIBIT C
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS Y SHARES
Marshall Equity Income Fund
Marshall Mid-Cap Value Fund
Marshall Mid-Cap Growth Fund
Marshall International Stock Fund
Marshall Small-Cap Growth Fund
Marshall Large-Cap Growth & Income Fund
Marshall Short-Term Income Fund
Marshall Government Income Fund
Marshall Intermediate Bond Fund
Marshall Intermediate Tax-Free Fund
This Exhibit to the Multiple Class Plan (the "Plan") is hereby adopted
by the above-listed portfolios of the Corporation ("Funds") on whose behalf it
is executed as of the date stated below, pursuant to Sections 2, 3, 4, and 5 of
the Plan with regard to the Class Y Shares of the Funds.
1. SEPARATE ARRANGEMENTS
CHANNEL/TARGET CUSTOMERS
Class Y Shares are designed for sale to individuals, trust customers of
affiliates of M&I Bank and other financial institutions, as well as
customers of institutions that have entered into a sales arrangement with
the Funds, who prefer to invest in open-end investment company securities
sold without an initial sales load.
SALES LOAD
None
DISTRIBUTION FEES
None.
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.25 of 1% of the average daily net asset
value of the Class Y Shares. All or any portion of this fee may be waived by the
shareholder servicing agent from time to time.
MINIMUM INVESTMENTS
The minimum initial investment in Class Y Shares is $1,000. Subsequent
investments must be in amounts of at least $50.
<PAGE>
VOTING RIGHTS
Each Class Y Share gives the shareholder one vote in Director elections
and other matters submitted to shareholders of the entire Corporation for
vote. All shares of each portfolio or class in the Funds have equal voting
rights, except that only shares of a particular portfolio or class are
entitled to vote in matters affecting that portfolio or class.
2. EXPENSE ALLOCATION
DISTRIBUTION FEES
No Distribution Fees are allocated to Class Y Shares.
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class Y Shares of
each Fund.
3. CONVERSION FEATURES
Class Y Shares are not convertible into shares of any other class.
4. EXCHANGE FEATURES
Class Y Shares of the Funds may be exchanged for Shares of other Funds of
the Corporation pursuant to the conditions described in the appropriate
prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on
behalf of the above-listed portfolios of the Corporation by their
duly-authorized officers(s) as of the date(s) set forth below.
MARSHALL FUNDS, INC.
By: /S/ JOSEPH S. MACHI
Title: Vice President
Date: December 1, 1998
<PAGE>
EXHIBIT D
to the
Multiple Class Plan
MARSHALL FUNDS, INC.
CLASS A SHARES
Marshall Equity Income Fund
Marshall Large-Cap Growth & Income Fund
Marshall Mid-Cap Value Fund
Marshall Mid-Cap Growth Fund
Marshall International Stock Fund
Marshall Small-Cap Growth Fund
Marshal Intermediate Bond Fund
Marshall Government Income Fund
This Exhibit to the Multiple Class Plan (the "Plan") is hereby adopted
by the above-listed portfolios of the Corporation ("Funds") on whose behalf it
is executed as of the date stated below, pursuant to Sections 2, 3, 4, and 5 of
the Plan with regard to the Class A Shares of the Funds.
1. SEPARATE ARRANGEMENTS
CHANNEL/TARGET CUSTOMERS
Class A Shares are designed for sale to retail customers of brokerage
affiliates of M&I Bank and other authorized broker-dealers, who prefer to
receive consultation services in connection with their investment in
open-end investment company securities.
SALES LOAD
Class A Shares are sold with a maximum front-end sales load of 5.75%.
DISTRIBUTION FEES
0.25% of the average daily net assets of Class A Shares.
SHAREHOLDER SERVICES FEES
Maximum shareholder service fee: 0.25 of 1% of the average daily net asset
value of the Class A Shares. All or any portion of this fee may be waived by the
shareholder servicing agent from time to time.
MINIMUM INVESTMENTS
The minimum initial investment in Class A Shares is $1,000. Subsequent
investments must be in amounts of at least $50.
VOTING RIGHTS
Each Class A Share gives the shareholder one vote in Director elections
and other matters submitted to shareholders of the entire Corporation for
vote. All shares of each portfolio or class in the Funds have equal voting
rights, except that only shares of a particular portfolio or class are
entitled to vote in matters affecting that portfolio or class.
2. EXPENSE ALLOCATION
DISTRIBUTION FEES
Distribution Fees are allocated equally among the Class A Shares of the
Fund.
SHAREHOLDER SERVICE FEES
Shareholder Service Fees are allocated equally among the Class A Shares of
the Fund.
3. CONVERSION FEATURES
Class A Shares are not convertible into shares of any other class.
4. EXCHANGE FEATURES
Class A Shares of any portfolio may be exchanged for Shares of other Funds
of the Corporation pursuant to the conditions described in the appropriate
prospectus.
IN WITNESS WHEREOF, this Class Exhibit has been executed on
behalf of the above-listed portfolios of the Corporation by their
duly-authorized officers(s) as of the date(s) set forth below.
MARSHALL FUNDS, INC.
By: /S/ JOSEPH S. MACHI
Title: Vice President
Date: December 1, 1998
Exhibt (h)(xvii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
MUTUAL FUNDS SERVICE AGREEMENT
This Agreement is entered into among the financial institution or
service provider executing this Agreement (the "Institution"), Federated
Securities Corp. ("FSC"), and Federated Shareholder Services Company ("FSS"),
with respect to those investment companies listed in Exhibit A hereto (referred
to individually as the "Fund" and collectively as the "Funds") for whose shares
of beneficial interest or capital stock ("Shares") FSC serves as Distributor and
for whom FSS provides or coordinates shareholder services.
WHEREAS, the Institution provides agency, investment advisory,
fiduciary, administrative, or other services for its clients, customers, or
affiliates;
WHEREAS, FSS provides shareholder services for the shareholders of the
Funds in part by retaining financial institutions (such as the Institution) to
perform those shareholder services;
WHEREAS, FSS and FSC have determined that services usually provided by
the Institution are substantially equivalent to shareholder services and that
the compensation of the Institution for those services could reasonably be
expected to contribute to the distribution and sale of Fund share to clients,
customers, or affiliates of the Institution; and
WHEREAS, the Institution is willing to provide shareholder services for
shareholders of the Funds as consideration for compensation received from FSS;
NOW, THEREFORE, the parties agree as follows:
1. AGREEMENT TO PROVIDE SERVICES.
FSS hereby appoints the Institution to render or cause to be rendered
personal services to shareholders of the Funds and/or the maintenance of
accounts of shareholders of the Funds ("Shareholder Services");.
The Institution agrees to provide Shareholder Services which, in its
best judgment, are necessary or desirable for its customers who are investors in
the Funds. The Institution further agrees to provide FSS, upon request, a
written description of the Shareholder Services which the Institution is
providing hereunder.
<PAGE>
2. SERVICE FEES PAYABLE TO THE INSTITUTION.
During the term of this Agreement, FSS will pay Institution the fees as set
forth in Exhibit A to this Agreement, less an amount sufficient to pay other
Institutions with whom FSS has entered into a form of Mutual Fund Service
Agreement (or like contract for shareholder or other similar services). The fee
schedule for the Institution may be changed by FSS or FSC sending a new fee
schedule or written notice to the Institution pursuant to Paragraph 10 of this
Agreement. Payments by FSS for Shareholder Services under this Agreement may be
derived from payments received by FSS from the Funds under their Shareholder
Services Agreement or from FSS's own assets. FSS may make supplemental payments
to the Institution as set forth in Exhibit A to this Agreement as additional
compensation for Shareholder Services; such supplemental payments will be made
from the assets of FSS, or its affiliates, and not from the assets of the Funds
nor from payments received by FSS under any applicable Shareholder Service
Agreement.
3. STATUS OF THE INSTITUTION.
The Institution hereby represents and warrants:
(a)(i) that it is a broker or dealer as defined in Section 3(a)(4) or 3(a)(5) of
the Securities Exchange Act of 1934 ("Exchange Act"); that it is registered
with the Securities and Exchange Commission pursuant to Section 15 of the
Exchange Act; that it is a member of the National Association of Securities
Dealers, Inc.; and that, during the term of this Agreement, it will abide
by all of the rules and regulations of the NASD including, without
limitation, the NASD Rules of Fair Practice. The Institution agrees to
notify FSC immediately in the event of (1) its expulsion or suspension from
the NASD, or (2) its being found to have violated any applicable federal or
state law, rule or regulation arising out of its activities as a
broker-dealer or in connection with this Agreement, or which may otherwise
affect in any material way its ability to act in accordance with the terms
of this Agreement. The Institution's expulsion from the NASD will
automatically terminate this Agreement immediately without notice.
Suspension of the Institution from the NASD for violation of any applicable
federal or state law, rule or regulation will terminate this Agreement
effective immediately upon FSC's written notice of termination to the
Institution; OR --
(a)(ii) that it is a "bank," as that term is defined in Section 3(a)(6) of the
Exchange Act and that, during the term of this Agreement, it will abide by
the rules and regulations of those state and federal banking authorities
with appropriate jurisdiction over the Institution, especially those
regulations dealing with the activities of the Institution as described
under this Agreement. The Institution agrees to notify FSC or FSS
immediately of any action by or communication from state or federal banking
authorities, state securities authorities, the Securities and Exchange
Commission, or any other party which may affect its status as a bank, or
which may otherwise affect in any material way its ability to act in
accordance with the terms of this Agreement. Any action or decision of any
of the foregoing regulatory authorities or any court of appropriate
jurisdiction which affects the Institution's ability to act in accordance
with the terms of this agreement, including the loss of its exemption from
registration as a broker or dealer, will terminate this Agreement effective
upon FSC's written notice of termination to the Institution; OR --
<PAGE>
(a)(iii) that its activities and business, including the services which are
rendered under this Agreement, do not require the Institution to
register as a broker or a dealer with the Securities and Exchange
Commission. The Institution agrees to notify FSC or FSS immediately
of any action by or communication from state securities
authorities, the Securities and Exchange Commission, or any other
party which action or communication may in any material way affect
its ability to act in accordance with the terms of this Agreement.
Any action or decision of any of the foregoing regulatory
authorities or any court of appropriate jurisdiction which affects
the Institution's ability to act in accordance with the terms of
this agreement, including the loss of its exemption from
registration as a broker or dealer, will terminate this Agreement
effective upon FSC's written notice of termination to the
Institution; AND
(b) that the Institution is registered with the appropriate securities
authorities in all states in which its activities make such registration
necessary.
4. THE INSTITUTION ACTS AS AGENT FOR ITS CUSTOMERS.
The parties agree that in each transaction in the Shares of any Fund and
with regard to any services rendered pursuant to this Agreement: (a) the
Institution is acting in the capacity of agent or fiduciary on behalf of the
customer; (b) each transaction over which the Institution does not exercise
investment discretion is initiated solely upon the order of the customer; (c) as
between the Institution and its customer, the customer will have full beneficial
ownership of all Shares of the Funds; (d) each transaction shall be for the
account of the customer and not for the Institution's account; and (e) each
transaction shall be without recourse to the Institution provided that the
Institution acts in accordance with the terms of this Agreement. The Institution
shall not have any authority in any transaction to act as FSS's agent or as
agent for the Funds.
5. SOLICITATION OF PROXIES.
Unless such action would cause the Institution to violate its fiduciary
or other similar obligations to its customers, the Institution agrees not to
solicit or cause to be solicited directly, or indirectly at any time in the
future, any proxies from the shareholders of a Fund in opposition to proxies
solicited by management of the Fund, unless a court of competent jurisdiction
shall have determined that the conduct of a majority of the Board of Trustees or
Directors of the Fund constitutes willful misfeasance, bad faith, gross
negligence, or reckless disregard of their duties. This paragraph 5 will survive
the term of this Agreement.
6. DELIVERY OF PROSPECTUSES TO CUSTOMERS.
In circumstances where the Institution does not have investment
discretion over the customer's account, the Institution will deliver or cause to
be delivered to each customer, at or prior to the time of any purchase of
Shares, a copy of the current prospectus of the Fund and, upon request by a
customer or shareholder, a copy of the Fund's current Statement of Additional
Information. The Institution shall not make any representations concerning any
Shares other than those contained in the prospectus or Statement of Additional
Information of the Fund or in any promotional materials or sales literature
furnished to the Institution by FSC or the Fund.
<PAGE>
7. ERISA and Discretionary Assets.
(a) The Institution understands that the Department of Labor views
ERISA as prohibiting fiduciaries of discretionary ERISA assets from
receiving administrative service fees or other compensation from
funds in which the fiduciary's discretionary ERISA assets are
invested. To date, the Department of Labor has not issued any
exemptive order or advisory opinion that would exempt fiduciaries
from this interpretation. Without specific authorization from the
Department of Labor, fiduciaries should carefully avoid investing
discretionary assets in any fund pursuant to an arrangement where
the fiduciary is to be compensated by the fund for such investment.
Receipt of such compensation could violate ERISA provisions against
fiduciary self-dealing and conflict of interest and could subject
the fiduciary to substantial penalties.
(b) The Institution will not perform or provide any duties which would
cause it to be a fiduciary under Section 4975 of the Internal
Revenue Code, as amended. For purposes of that Section, the
Institution understands that any person who exercises any
discretionary authority or discretionary control with respect to
any individual retirement account or assets of an employee benefit
plan, or who renders investment advice to such an account or plan
for a fee, or has any authority or responsibility to do so, or has
any discretionary authority or discretionary responsibility in the
administration of such an account or plan, is a fiduciary.
8. CUSTOMER NAMES PROPRIETARY TO THE INSTITUTION.
(a) The names of the Institution's customers are and shall remain the
Institution's sole property and shall not be used by FSS, or its affiliates
for any purpose except the performance of their respective duties and
responsibilities under this Agreement and except for servicing and
informational mailings relating to the Funds. Notwithstanding the
foregoing, this Paragraph 8 shall not prohibit FSS, or any of its
affiliates from utilizing the names of the Institution's customers for any
purpose if the names are obtained in any manner other than from the
Institution pursuant to this Agreement.
(b) Neither party shall use the name of the other party in any manner without
the other party's written consent, except as required by any applicable
federal or state law, rule or regulation, and except pursuant to any
mutually agreed upon promotional programs.
(c) The provisions of this Paragraph 8 shall survive the termination of this
Agreement.
9. SECURITY AGAINST UNAUTHORIZED USE OF FUNDS' RECORDKEEPING SYSTEMS.
The Institution agrees to provide such security as is necessary to
prevent any unauthorized use of the Funds' recordkeeping system, accessed via
any computer hardware or software provided to the Institution by FSS.
<PAGE>
10. TERMINATION AND AMENDMENT.
(a) This Agreement shall become effective in this form as of the date set forth
below or as of the first date thereafter upon which the Institution
executes any transaction, performs any service, or receives any payment
pursuant hereto. This Agreement supersedes any prior sales, distribution,
shareholder service, or administrative service agreements between the
parties.
(b) This Agreement, including Exhibit A hereto, may be amended by FSS from time
to time by the following procedure. FSS will mail a copy of the amendment
to the Institution's address, as shown below. If the Institution does not
object to the amendment within thirty (30) days after its receipt, the
amendment will become part of the Agreement. The Institution's objection
must be in writing and be received by FSS within such thirty days.
(c) Notwithstanding subparagraph 10(a) and in addition to subparagraph 3(a),
this Agreement may be terminated as follows:
(i) at any time, without the payment of any penalty, by the vote of a
majority of the Independent Directors or Trustees of the Fund or by a
vote of a majority of the outstanding voting securities of the Fund
as defined in the Investment Company Act of 1940 on not more than
sixty (60) days' written notice to the parties to this Agreement;
(ii) automatically in the event of the Agreement's assignment as defined
in the Investment Company Act of 1940, upon the termination of the
"Shareholder Service Agreement" between the Fund and FSS; and
(iii) by any party to the Agreement without cause by giving the other party
at least sixty (60) days' written notice of its intention to terminate.
(e) The termination of this Agreement with respect to any one Fund will not
cause the Agreement's termination with respect to any other Fund.
11. CERTIFICATION OF CUSTOMERS' TAXPAYER IDENTIFICATION NUMBERS.
The Institution agrees to obtain any taxpayer identification number
certification from its customers required under Section 3406 of the Internal
Revenue Code, and any applicable Treasury regulations, and to provide FSS, or
its respective designee with timely written notice of any failure to obtain such
taxpayer identification number certification in order to enable the
implementation of any required backup withholding.
<PAGE>
12. MISCELLANEOUS.
(a) This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject hereof
whether oral or written. If any provision of this Agreement shall be held
or made invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected thereby.
Subject to the provisions of Section 10, hereof, this Agreement shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by Pennsylvania law; provided,
however, that nothing herein shall be construed in a manner inconsistent
with the Investment Company Act of 1940 or any rule or regulation
promulgated by the Securities and Exchange Commission thereunder.
(b) This Agreement may be executed by different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, and all such counterparts shall together constitute one and the
same instrument.
(c) Except as otherwise specifically provided in this Agreement, all notices
required or permitted to be given pursuant to this Agreement shall be given
in writing and delivered by personal delivery or by postage prepaid,
registered or certified United States first class mail, return receipt
requested, overnight courier services, or by facsimile or similar
electronic means of delivery (with a confirming copy by mail as provided
herein). Unless otherwise notified in writing, all notices to FSS shall be
given or sent to FSS at their offices located at Federated Investors Tower,
Pittsburgh, Pennsylvania 15222-3779, and all notices to the Institution
shall be given or sent to it at its address shown below.
FEDERATED SHAREHOLDER SERVICES COMPANY
Federated Investors Tower
Pittsburgh, Pennsylvania 15222-3779
By: /S/ THOMAS P. SHOLES
Name: Thomas P. Sholes, Vice President
MARSHALL & ILSLEY TRUST COMPANY
[INSTITUTION]
1000 N. WATER STREET
MILWAUKEE, WI 53202
Address
This Agreement shall be effective
Dated: BEGINNING FEBRUARY 1, 1999 By:/S/ BROOK J. BILLICK
Authorized Signature
BROOKE J. BILLICK, VICE PRESIDENT
& SECURITIES COUNSEL
Print Name and Title
<PAGE>
EXHIBIT A
TO THE
MUTUAL FUNDS SERVICE AGREEMENT
Shareholder
SERVICES FEE
Marshall Equity Income Fund 0.25%
Marshall Government Income Fund 0.02%
Marshall Intermediate Bond Fund 0.02%
Marshall Intermediate Tax-Free Fund 0.02%
Marshall International Stock Fund 0.25%
Marshall Mid-Cap Growth Fund 0.25%
Marshall Short-Term Income Fund 0.02%
Marshall Small-Cap Growth Fund 0.25%
Marshall Large-Cap Growth & Income Fund 0.25%
Marshall Mid-Cap Value Fund 0.25%
Updated: _FEBRUARY 1_, 1999
