EX-99.ARTICLES 2 0002.txt 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