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As filed with the Securities and Exchange Commission on December 7, 1995
Registration No. 33-488/811-4416
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/
POST-EFFECTIVE AMENDMENT NO. 26 /x/
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 / /
Amendment No. / /
Armada Funds (formerly known as "NCC Funds")
(Exact Name of Registrant as Specified in Charter)
290 Donald Lynch Boulevard
Marlboro, Massachusetts 01752
(Address of Principal Executive Offices)
Registrant's Telephone Number:
1-800-622-FUND
W. Bruce McConnel, III, Esq.
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)
Copy to:
Thomas F. Harvey, Esq.
National City Bank
National City Center
P.O. Box 5756
Cleveland, Ohio 44101-0756
It is proposed that this filing will become effective (check appropriate box):
/X/ immediately upon filing pursuant to paragraph (b)
/ / 60 days after filing pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (a)(i)
/ / on (date) pursuant to paragraph (b)(i)
/ / 75 days after filing pursuant to paragraph (a)(ii)
/ / on (date) pursuant to paragraph (a)(ii) of rule 485.
If appropriate, check the following box:
/ / this post-effective amendment designates a new effective date for
a previously filed post-effective amendment.
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The purpose of this Post-Effective Amendment No. 26 to the Registrant's
Registration Statement on Form N-1A is to reduce the amount of shares previously
registered through the filing of Post-Effective Amendment No. 25 to the
Registrant's Registration Statement on Form N-1A so that 289,478,398 shares
will be registered pursuant to Section 24(e)(1) under the Investment Company
Act of 1940, as amended. The prospectuses and statements of additional
information for the Registrant are incorporated herein by reference to
Post-Effective Amendment No. 24 to Registrant's Registration Statement on Form
N-1A filed with the Securities and Exchange Commission on September 21, 1995.
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<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Aggregate Amount
Securities Amount of Offering Maximum of
Being Shares Being Price Per Offering Registration
Registered Registered Share Price Fee
- ---------- ------------ --------- -------- ------------
<S> <C> <C> <C> <C>
Shares of
Beneficial
Interest,
Without Par Value 289,478,398 $1.25 $361,847,497(1) $124,775.17(2)
</TABLE>
- -----------------------------
(1) The proposed maximum offering price per share has been calculated
based on the average of the prices of the Registrant's Funds as
determined on November 16, 1995 pursuant to Rule 457(d).
(2) The registration fee was paid in conjunction with the Registrant's
Post-Effective Amendment No. 25, filed with the Securities and Exchange
Commission on November 17, 1995.
The Registrant has previously registered an indefinite number of its
shares of beneficial interest under the Securities Act of 1933, as amended,
pursuant to Rule 24f-2. The Registrant filed a Rule 24f-2 Notice for its most
recent fiscal year ended May 31, 1995 on July 25, 1995. The Registrant
continues its election to register an indefinite number of securities pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, the Registrant
certifies that it meets all of the requirements for effectiveness of this
Post-Effective Amendment to its Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Amendment to its
Registration Statement to be signed on its behalf by the undersigned, thereto
duly authorized, in the City of Cleveland, State of Ohio, on the 7th day of
December, 1995.
ARMADA FUNDS
Registrant
/s/Richard B. Tullis
--------------------
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Richard B. Tullis Chairman of the Board, December 7, 1995
- ------------------------ President and Treasurer
Richard B. Tullis (Principal Financial
and Accounting Officer)
/s/Thomas R. Benua, Jr. Trustee December 7, 1995
- -----------------------
Thomas R. Benua, Jr.
/s/ Leigh Carter Trustee December 7, 1995
- -----------------------
Leigh Carter
/s/John F. Durkott Trustee December 7, 1995
- -----------------------
John F. Durkott
/s/Richard W. Furst Trustee December 7, 1995
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Richard W. Furst
/s/J. William Pullen Trustee December 7, 1995
- -----------------------
J. William Pullen
</TABLE>
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December 7, 1995
Armada Funds
290 Donald Lynch Boulevard
Marlboro, Massachusetts 01752
Re: Post-Effective Amendment No. 25 to Registration
Statement on Form N-1A for Armada Funds
(Registration No. 33-488/811-4416)
Gentlemen:
We have acted as counsel for Armada Funds, a Massachusetts
business trust (the "Trust"), in connection with the registration of
289,478,398 shares of beneficial interest (the "Shares"), pursuant to
Post-Effective Amendment No. 25 to the Trust's Registration Statement under the
Securities Act of 1933. The registration of the Shares has been made in
reliance upon Section 24(e)(1) of the Investment Company Act of 1940. The
Trust is an open-end investment company that is authorized to issue an
unlimited number of shares of beneficial interest.
We have reviewed the Trust's Amended Declaration of Trust,
its Code of Regulations, resolutions adopted by its Board of Trustees and
shareholders, and such other legal and factual matters as we have deemed
appropriate. We have also obtained an opinion of Massachusetts counsel as to
matters to which the laws of the Commonwealth of Massachusetts are applicable.
Based on the foregoing, we are of the opinion that the Shares,
when issued for payment as described in the Trust's Prospectuses, will be
validly issued, fully paid and non-assessable by the Trust.
Under Massachusetts law, shareholders of a Massachusetts
business trust could, under certain circumstances, be held personally liable
for the obligations to the trust. However, the Amended Declaration of Trust
disclaims shareholder liability for acts or obligations of the Trust and
requires that notice of such disclaimer be given in every note, bond, contract,
order or other undertaking issued by or on behalf of the Trust or its trustees,
and in the stationery used by the Trust. The Amended Declaration of Trust
provides for indemnification out of the assets of the particular class of
shares owned by a shareholder for all loss and expense of that shareholder
should he or she be held personally liable solely by reason of his or her being
or having been such a shareholder. Thus, the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which the relevant class of shares would be unable to meet its obligations.
We hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to Post-Effective Amendment
No. 26 to the Trust's Registration Statement.
Very truly yours,
/s/ DRINKER BIDDLE & REATH
DRINKER BIDDLE & REATH
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