Exhibit (d)(20)

Form of

Amendment to

Investment Advisory Contract

between

Marshall Funds Inc.

and M&I Investment Management Corp.

This Amendment to the Investment Advisory Contract between Marshall Funds, Inc. (the “Corporation”) and M&I Investment Management Corp. (the “Adviser”) is made and entered into as of             ,         .

WHEREAS, the Adviser implemented a breakpoint schedule to its advisory fees payable by certain portfolios of the Corporation effective September 1, 2007; and

WHEREAS, the Adviser has determined to revise the breakpoint schedule for such portfolios effective November 1, 2007 and             , 2010.

Effective November 1, 2007, the following breakpoint schedule for the investment advisory fee payable to the Adviser shall take effect with respect to the portfolios listed below:

	Annual Investment Advisory Fee as a Percentage of Each Portfolio’s Aggregate Daily Net Assets
Portfolio	on the first $500  million			on the next $200  million			on the next $100  million			in excess of $800 million
Large-Cap Value Fund		0.75	%		0.74	%		0.70	%		0.65	%
Large-Cap Growth Fund		0.75			0.74			0.70			0.65
Mid-Cap Value Fund		0.75			0.74			0.70			0.65
Mid-Cap Growth Fund		0.75			0.74			0.70			0.65
International Stock Fund		1.00			0.99			0.95			0.90
Aggregate Bond Fund		0.40			0.39			0.30			0.25
Government Income Fund		0.40			0.39			0.30			0.25
Short-Intermediate Bond Fund		0.40			0.39			0.30			0.25
Short-Term Income Fund		0.20			0.19			0.10			0.10

Effective             ,         , the following breakpoint schedule for the investment advisory fee payable to the Adviser shall take effect with respect to the portfolio listed below:

	Annual Investment Advisory Fee as a Percentage of Portfolio’s Aggregate Daily Net Assets
Portfolio	on the first $500 million			on the next $200 million			on the next $100 million			in excess of $800 million
Intermediate Tax-Free Fund		0.30	%		0.29	%		0.20	%		0.15	%

Marshall Funds, Inc.

By:

Name:

Title:

M&I Investment Management Corp.

By:

Name:

Title: