Exhibit 77(Q1)
MARSHALL FUNDS, INC.
Amendment No. 12
to
ARTICLES OF INCORPORATION
Dated July 30, 1992
THESE Articles of Incorporation are amended as follows:
Delete Section (a) of Article IV and substitute in its place
the following:
" (a) The Corporation is authorized to issue an indefinite
number of shares of common stock, par value $.0001 per share.
Subject to the following paragraph, the authorized shares are
classified as follows:
Authorized Number of
Class Series Shares
Marshall Equity Income Fund Series A Indefinite
Marshall Equity Income Fund Series Y Indefinite
Marshall Government Income Fund Series A Indefinite
Marshall Government Income Fund Series Y Indefinite
Marshall Intermediate Bond Fund Series A Indefinite
Marshall Intermediate Bond Fund Series Y Indefinite
Marshall Mid-Cap Growth Fund Series A Indefinite
Marshall Mid-Cap Growth Fund Series Y Indefinite
Marshall Money Market Fund Series A Indefinite
Marshall Money Market Fund Series Y Indefinite
Marshall Money Market Fund Series I Indefinite
Marshall Short-Term Income Fund Series A Indefinite
Marshall Short-Term Income Fund Series Y Indefinite
Marshall Large-Cap Growth & Income Fund Series A Indefinite
Marshall Large-Cap Growth & Income Fund Series Y Indefinite
Marshall Mid-Cap Value Fund Series A Indefinite
Marshall Mid-Cap Value Fund Series Y Indefinite
Marshall Short-Term Tax-Free Fund Series Y Indefinite
Marshall Intermediate Tax-Free Fund Series Y Indefinite
Marshall International Stock Fund Series A Indefinite
Marshall International Stock Fund Series Y Indefinite
Marshall International Stock Fund Series I Indefinite
Marshall Small-Cap Growth Fund Series A Indefinite
Marshall Small-Cap Growth Fund Series Y Indefinite
The undersigned Secretary of Marshall Funds, Inc. certifies
that the above stated amendment is a true and correct Amendment
to the Articles of Incorporation, as adopted by the Directors
of the Corporation as of the 24th day of January, 2000, and that
shareholder action is not required, all in accordance with
Section 180.1002 of the Wisconsin Business Corporation Law.
WITNESS the due execution hereof this 17th day of July, 2000.
/s/ Brooke J. Billick
Brooke J. Billick
Secretary
Prepared by: Brooke J. Billick
Vice President & Securities Counsel
Marshall & Ilsley Trust Company
1000 North Water Street, 13th Floor
Milwaukee, WI 53202
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