Exhibit (a)(xiii) under Form N-1A
Exhibit 3(i) under Item 601/Reg. S-K
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 30th 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
