ARTICLES OF AMENDMENT Stock(for profit) Exhibit (a)(18)
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Joan Ohlbaum Swirsky, Esquire
DRINKER BIDDLE & REATH LLP <- Please indicate where you would
One Logan Square filed document sent. Please include
18th and Cherry Streets complete name and mailing address.
Philadelphia, PA 19103-6996
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Your phone number during the day: (215) 988-2601
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INSTRUCTIONS (Ref. sec. 180.1006 Wis. Stats. for document content)
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Submit one original and one exact copy to Department of Financial
Institutions, Division of Corporate and Consumer Services, P.O. Box 7846,
Madison, Wisconsin, 53707-7846. (If sent by Express or Priority U.S. mail,
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address to 345 W. Washington Ave., Madison, WI 53703). The original must
include an original manual signature (sec. 180.0120(3)(c), Wis. Stats). If you
have any additional questions, please call the Corporations Division at 608-261-
9555.
A. State the name of the corporation (before any changes effected by this
amendment) and the text of the amendment(s). The text should recite the
resolution adopted (e.g.) "RESOLVED, THAT, Article 1 of the Articles of
Incorporation is hereby amended to read as follows.... etc.").
If an amendment provides for an exchange, reclassification or cancellation
of issued shares, state the provisions for implementing the amendment if not
contained in the amendment itself.
B. Enter the date of adoption of the amendment(s). If there is more than one
amendment, identify the date of adoption of each. Mark one of the three choices
to indicate the method of adoption of the amendment(s).
By Board of Directors - Refer to sec. 180.1002 Wis. Stats. for specific
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information on the character of amendments that may be adopted by the Board of
Directors without shareholder action.
By Board of Directors and Shareholders - Amendments proposed by the Board
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of Directors and adopted by shareholder approval. Voting requirements differ
with circumstances and provisions in the articles of incorporation. See sec.
180.1003 Wis. Stats. for specific information.
By Incorporators or Board of Directors - Before issuance of shares -
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See sec. 180.1005 Wis. Stats. for conditions attached to the adoption of an
amendment approved by a vote or consent of less than 2/3rds of the shares
subscribed for.
C. Enter the date of execution and the name and title of the person signing
the document. The document must be signed by one of the following: An officer
(or incorporator if directors have not been elected) of the corporation or the
fiduciary if the corporation is in the hands of a receiver, trustee, or other
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court appointed fiduciary. At least one copy must bear an original manual
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signature.
D. If the document is executed in Wisconsin, sec. 14.38(14) Wis. Stats.
provides that it shall not be filed unless the name of the drafter (either an
individual or a governmental agency) is printed in a legible manner. If
document is NOT drafted in Wisconsin, please so state.
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FILING FEES
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Submit the document with a minimum filing fee of $40.00, payable to
SECRETARY OF STATE. If the amendment causes an increase in the number of
authorized shares, provide an additional fee of 1 cent for each new authorized
share. When the document has been filed, an acknowledgement copy stamped
"FILED" will be sent to the address indicated above.
ARTICLES OF AMENDMENT
STOCK (FOR PROFIT)
A. Name of Corporation: Firstar Funds, Inc.
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(prior to any change effected by this amendment)
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Text of Amendment (Refer to the existing articles of incorporation and
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instruction A. Determine those items to change and set forth below the
number identifying the paragraph being changed and how the amended
paragraph is to read.)
RESOLVED, THAT, the articles of incorporation be amended as follows:
SEE ATTACHED
The effective date of these Articles of Amendment shall be August 7, 2000.
B. Amendment(s) adopted on June 16, 2000 (Directors)
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(date)
Indicate the method of adoption by checking the appropriate choice below:
(X) In accordance with sec. 180.1002, Wis. Stats. (By the Board of
Directors)
OR
( ) In accordance with sec. 180.1003, Wis. Stats. (By the Board of
Directors and Shareholders)
OR
( ) In accordance with sec. 180.1005, Wis. Stats. (By Incorporators or
Board of Directors, before issuance of shares)
C. Executed on behalf of the
corporation on August 7, 2000
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(date)
/s/ Bruce R. Laning
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(signature)
Bruce R. Laning
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(printed name)
President
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(officer's title)
D. This document was drafted by Joan Ohlbaum Swirsky, Esquire
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(name of individual required by law)
FILING FEE - $40.00 OR MORE
SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures
AMENDMENT TO ARTICLES OF INCORPORATION
ADOPTED BY BOARD OF DIRECTORS ON JUNE 16, 2000
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(a) The name of the Company is Firstar Funds, Inc.
(b) and (c) The text of the Amendment which determines the terms of the
Company's Class 22-Institutional Series, Class 22-A Series, Class
22-B Series, Class 22-Y Series, Class 23-Institutional Series,
Class 23-A Series, Class 23-B Series, Class 23-Y Series, Class
24-Institutional Series, Class 24-A Series, Class 24-B Series and
Class 24-Y Series Common Stock and the number of shares thereof
is as follows:
RESOLVED, that pursuant to Article V of the Articles of
Incorporation of the Company, One Hundred Million authorized,
unissued and unclassified shares of Class 22 Common Stock of the
Company be, and hereby are, divided into and classified as Class
22-Institutional Series, One Hundred Million authorized, unissued
and unclassified shares of Class 22 Common Stock of the Company
be, and hereby are, divided into and classified as Class 22-A
Series Common Stock, One Hundred Million authorized, unissued and
unclassified shares of Class 22 Common Stock of the Company be,
and hereby are divided into and classified as Class 22-B Series
Common Stock, One Hundred Million authorized, unissued and
unclassified shares of Class 22 Common Stock of the Company be,
and hereby are, divided into and classified as Class 22-Y Series
Common Stock, One Hundred Million authorized, unissued and
unclassified shares of Class 23 Common Stock of the Company be,
and hereby are, divided into and classified as Class 23-
Institutional Series, One Hundred Million authorized, unissued
and unclassified shares of Class 23 Common Stock of the Company
be, and hereby are divided into and classified as Class 23-A
Series Common Stock, One Hundred Million authorized, unissued and
unclassified shares of Class 23 Common Stock of the Company be,
and hereby are divided into and classified as Class 23-B Series
Common Stock, One Hundred Million authorized, unissued and
unclassified shares of Class 23 Common Stock of the Company be,
and hereby are, divided into and classified as Class 23-Y Series
Common Stock, One Hundred Million authorized, unissued and
unclassified shares of Class 24 Common Stock of the Company be,
and hereby are, divided into and classified as Class 24-
Institutional Series, One Hundred Million authorized, unissued
and unclassified shares of Class 24 Common Stock of the Company
be, and hereby are divided into and classified as Class 24-A
Series Common Stock, One Hundred Million authorized, unissued and
unclassified shares of Class 24 Common Stock of the Company be,
and hereby are divided into and classified as Class 24- B Series
Common Stock and One Hundred Million authorized, unissued and
unclassified shares of Class 24 Common Stock of the Company be,
and hereby are, divided into and classified as Class 24-Y Series
Common Stock with all of the preferences, limitations and
relative rights set forth in Article V. B. of said Articles of
Incorporation.
(d) No shares of the Company's Class 22-Institutional Series, Class
22-A Series, Class 22-B Series, Class 22-Y Series, Class 23-
Institutional Series, Class 23-A Series, Class 23-B Series, Class
23-Y Series, Class 24-Institutional, Class-A Series, Class 24-B
Series and Class 24-Y Series Common Stock have been issued.
(e) The Amendment was adopted on June 16, 2000.
(f) The Amendment was unanimously adopted by the Board of Directors
and shareholder action was not required.
