July 29, 1997
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) 791-1170.
Very truly yours,
Terry Thompson
Secretary
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
Oaks, Pennsylvania 19456
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 Growth Fund
Fixed Income Fund
Ohio Tax Exempt Fund
Equity Income Fund
Mid Cap Regional Fund
Enhanced Income Fund
Total Return Advantage Fund
Intermediate Government Fund
GNMA Fund
Pennsylvania Tax Exempt Fund
Pennsylvania Municipal 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, 1997
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: None.
9. Number and aggregate sale price of securities sold during the fiscal
year:
Number: 12,510,315,658
Sale Price: $13,091,352,880
10. Number and aggregate sale price of securities sold during the fiscal
year in reliance upon registration pursuant to rule 24f-2:
Number: 12,490,018,440
Sale Price: $13,033,958,329
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable:
Number: 20,297,218
Sale Price: $57,394,551
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): $ 13,033,958,329
(ii)Aggregate price of shares issued in connection
with dividend reinvestment plans (from Item 11,
if applicable): + 57,394,551
(iii)Aggregate price of shares redeemed or repurchased
during the fiscal year (if applicable): - 12,126,839,264
(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): $ 964,513,616
(vi)Multiplier prescribed by Section 6(b) of the
Securities Act of 1933 or other applicable law or
regulation: \ 3300
(vii)Fee due [line (i) or line (v) multiplied by
line (vi)]: $ 292,276.85
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 25, 1997
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 28, 1997
Law Offices
DRINKER BIDDLE & REATH LLP
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107-3496
Telephone: (215) 988-2700
Fax: (215) 988-2757
July 29, 1997
Armada Funds
Oaks, Pennsylvania 19456
Re: Rule 24f-2 Notice for Armada Funds
(Registration No. 33-488)
Ladies and Gentlemen:
We have acted as counsel for Armada 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, the GNMA Fund, the Intermediate Government Fund,
the Pennsylvania Municipal Fund, the Pennsylvania Tax Exempt Fund and the
Ohio Tax Exempt Fund, under the Securities Act of 1933, as amended. During
the Trust's fiscal year ended May 31, 1997 (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, Real Return Advantage Fund, Core Equity Fund,
Equity Index Fund, International Equity Fund and Small Cap Growth 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, Pennsylvania Municipal, Pennsylvania Tax
Exempt, GNMA, Intermediate Government and 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 LLP
DRINKER BIDDLE & REATH LLP
WBM:AJO
