Exhibit (n)(iii) under Form N-1A
                                          Exhibit (99) under Item 601/Reg. S-K

                          AMENDMENT #1 TO EXHIBIT E
                                    to the
                             Multiple Class Plan
                             MARSHALL FUNDS, INC.
                                Class I Shares
                      Marshall International Stock Fund
                          Marshall Money Market Fund

      This Exhibit to the Multiple Class Plan (the "Plan") is hereby adopted
by the above-listed portfolios of the Corporation ("International Fund" and
"Money Market Fund", individually, and "Funds", collectively) 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 I Shares of the Funds.

1.  Separate Arrangements

     Channel/Target Customers
     Class I Shares of the International Fund are designed for sale to
     institutional investors.
     Class I Shares of the Money Market Fund are designed for sale to
     institutional investors that are not natural persons.

     Sales Load
     None.

     Distribution Fees
     None.

     Shareholder Services Fees
     None.

     Minimum Investments
     The minimum initial investment in Class I Shares of the International
     Fund is $1 million. The minimum initial investment in Class I Shares of
     the Money Market Fund is $10 million.  Subsequent investments in the
     Class I Shares of either Fund must be in amounts of at least $100,000.

     Voting Rights
     Each Class I 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
     None.


     Shareholder Service Fees
     None.

3.   Conversion Features

     Class I Shares are not convertible into shares of any other class.

4.   Exchange Features

     Class I 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/ Brooke J. Billick
                                          Title:  Secretary
                                          Date:  January 24, 2000