ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
FIRST OMAHA FUNDS, INC.
The undersigned Vice President and Secretary hereby amend the Articles
of Incorporation of First Omaha Funds, Inc. (the "Corporation").
1. The name of the Corporation is First Omaha Funds, Inc.
2. Article V of the Articles of Incorporation of the Corporation is hereby
amended and restated as follows:
"ARTICLE V
A. The total number of authorized shares of the Corporation is 1,000,000,000,
ten (10) of which shall be Capital Shares of the par value of $.00001 each, none
of which may be issued so long as the Corporation is a registered investment
company; and all the rest of which shall be Special Common Shares ("common
shares") of the par value of $.00001 each. Of said common shares, 50,000,000
shares may be issued in the series of common shares hereby designated First
Omaha Equity Fund shares; 50,000,000 shares may be issued in the series of
common shares hereby designated First Omaha Short/ Intermediate Fixed Income
Fund shares; 50,000,000 shares may be issued in the series of common shares
hereby designated First Omaha Fixed Income Fund shares; 300,000,000 shares may
be issued in the series of common shares hereby designated First Omaha U.S.
Government Obligations Fund shares; 50,000,000 shares may be issued in the
series of common shares hereby designated First Omaha Small Cap Value Fund
shares; 50,000,000 shares may be issued in the series of common shares hereby
designated First Omaha Balanced Fund shares; and 50,000,000 shares may be issued
in the series of common shares hereby designated First Omaha Growth Fund shares.
The balance of 399,999,990 shares may be issued in such series with such
designations, preferences and relative, participating, optional or other special
rights, or qualifications, limitations or restrictions thereof, or may be
authorized for issuance as additional shares of any existing series or portfolio
as and to the extent stated or expressed in a resolution or resolutions
providing for the issue of any such series or shares of common shares adopted
from time to time by the Board of Directors of the Corporation pursuant to the
authority hereby vested in said Board of Directors.
B. Shares of each series may be further divided into one or more sub-series
(hereinafter referred to for convenience as a "class", but without any intention
to denote any such sub-series as a class for purposes of the Nebraska Business
Corporation Act). Each such class shall be clearly identified and
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distinguished from each other class by such names as the Board of Directors may
determine from time to time as a convenient and proper method for identifying
such shares in a Registration Statement filed with the Securities and Exchange
Commission covering the offer and sale of such shares to public. The Board of
Directors of the Corporation shall have the power and authority to designate or
redesignate any unissued shares of any class or any series from time to time by
setting or changing the preferences, conversion rights, voting powers,
restrictions, limitations as to dividends, qualifications or terms or conditions
of redemption of such unissued shares to the extent expressed in a resolution or
resolutions providing for such action. Upon the creation of any further series
or classes, the Board of Directors shall, for purposes of identification, also
have the power and authority to designate a name for the new series or class.
C. The Corporation may issue and sell any of its shares in fractional
denominations to the same extent as its whole shares, and shares and fractional
denominations shall have, in proportion to the relative fractions represented
thereby, all the rights of whole shares, including, without limitation, the
right to vote, the right to receive dividends and distributions, and the right
to participate upon liquidation of the Corporation. Each series of common shares
which the Board of Directors may establish, as provided herein, evidences an
interest in a separate and distinct portion of the Corporation's assets, which
shall take the form of a separate portfolio of investment securities, cash and
other assets. Authority to establish such additional series representing
separate portfolios is hereby vested in the Board of Directors of the
Corporation, and such separate portfolios may be established by the Board of
Directors without the authorization or approval of the holders of any other
series of shares of the Corporation."
3. The foregoing amendment was adopted by the Directors of the Corporation
on February 3, 1998, without shareholder action, such shareholder action not
being required.
Executed this 7th day of July, 1998.
/S/ RICHARD P. SNYDER /S/ RANDY M. PAVLICK
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Richard P. Snyder, Vice President Randy M. Pavlick, Secretary
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