July 23, 1996
U.S. Securities and Exchange Commission
Attn: Filing Desk
450 5th Street, N.W.
Washington, DC 20549
RE: Rule 24(f)-2 Notice for Armada Funds
File No. 33-488
Dear Gentlemen and Ladies:
Pursuant to Rule 24(f)-2 of the Investment Company Act of 1940, the above
referenced Fund hereby files the following:
1. Rule 24(f)-2 Notice; and
2. Opinion of Counsel.
We will obtain confirmation of this filing via our CompuServe account,
72741,733. If there are any questions on this filing I can be reached at
(302) 791-2919.
Very Truly Yours,
Wendy McGee
Legal Assistant
Enclosures
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 24f-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
1. Name and address of issuer: Armada Funds
4400 Computer Drive
Westborough, MA 01581
2. Name of each series or class of funds for which this notice is filed:
Money Market Fund
Government Fund
Treasury Fund
Tax Exempt Fund
Equity Fund
Equity Income Fund
Mid Cap Regional Fund
Enhanced Income Fund
Fixed Income Fund
Total Return Advantage Fund
Ohio Tax Exempt Fund
3. Investment Company Act File Number: 811-4416
Securities Act File Number: 33-488
4. Last day of fiscal year for which this notice is filed: May 31, 1996
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the issuer's 24f-2
declaration:
[ ]
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), if
applicable:
7. Number and amount of securities of the same class or series which had been
registered under the Securities Act of 1933 other than pursuant to rule 24f-2 in
a prior fiscal year, but which remained unsold at the beginning of the fiscal
year:
None.
8. Number and amount of securities registered during the fiscal year other
than pursuant to rule 24f-2:
Number: 289,478,398
Amount: $361,847,997
9. Number and aggregate sale price of securities sold during the fiscal year:
Number: 9,347,000,637
Sale Price: $9,625,656,749
10. Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2:
Number: 9,057,522,239
Sale Price: $9,263,808,752
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 17,917,684
Sale Price: 43,961,900
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 9,263,808,752
(ii) Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 43,961,900
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable): - 8,548,390,484
(iv) Aggregate price of shares redeemed or repurchased
and previously applied as a reduction to filing fees
pursuant to rule 24e-2 (if applicable): + 0
(v) Net aggregate price of securities sold and issued
during the fiscal year in reliance on rule 24f-2
[line (i), plus line (ii), less line (iii),
plus line (iv)] (if applicable): $ 759,380,168
(vi) Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: / 2900
(vii) Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 261,855.23
13. Check box if fees are being remitted to the Commission's lockbox
depository as described in section 3a of the Commission's Rules of Informal and
Other Procedures (17 CFR 202.3a).
[ X ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository: July 12, 1996
SIGNATURES
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and on the dates indicated.
By: /s/W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary
Date: July 17, 1996
July 23, 1996
Armada Funds
(formerly NCC Funds)
4400 Computer Drive
Westborough, MA 01581
Re: Rule 24f-2 Notice for Armada Funds
(Registration No. 33-488)
Ladies and Gentlemen:
We have acted as counsel for Armada Funds (formerly, NCC Funds), a
Massachusetts business trust (the "Trust"), in connection with the registration
of shares of beneficial interest in the Money Market Fund, the Government Fund,
the Tax Exempt Fund, the Treasury Fund, the Fixed Income Fund, the Enhanced
Income Fund, the Total Return Advantage Fund, the Equity Fund, the Equity Income
Fund, the Mid Cap Regional Fund, and the Ohio Tax Exempt Fund, under the
Securities Act of 1933, as amended. During the Trust's fiscal year ended
May 31, 1996 (the "Fiscal Year"), all of said shares were registered pursuant
to Rule 24f-2 under the Investment Company Act of 1940, as amended. The
Trust is authorized to issue an unlimited number of shares of beneficial
interest in each of these Funds, without par value. During the Trust's Fiscal
Year, no shares of beneficial interest in its National Tax Exempt Fund, GNMA
Fund, Intermediate Government Fund, Pennsylvania Municipal Fund or Pennsylvania
Tax Exempt Fund were sold in reliance upon the registration under the Securities
Act of 1933.
In giving the opinion stated below, we have reviewed the Trust's 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. Insofar as our opinion below relates to matters pertaining
to Massachusetts law, we have relied upon the opinion of Ropes & Gray, special
Massachusetts counsel to the Trust.
On the basis of the foregoing, we are of the opinion that the aforementioned
shares of beneficial interest of the Money Market, Government, Tax Exempt,
Treasury, Fixed Income, Enhanced Income, Total Return Advantage, Equity, Equity
Income, Mid Cap Regional and the Ohio Tax Exempt Funds of the Trust registered
pursuant to Rule 24f-2 during the Fiscal Year were, when issued for payment as
described in the Trust's prospectuses, legally 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 of
the trust. However, the Amended Declaration of Trust of the 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 part of the Trust's Rule 24f-2 Notice.
Very truly yours,
/s/Drinker Biddle & Reath
DRINKER BIDDLE & REATH
