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EXHIBIT (a)(14)
ARMADA FUNDS ("ARMADA")
(A MASSACHUSETTS BUSINESS TRUST)
CERTIFICATE OF CLASSIFICATION OF SHARES
I, W. Bruce McConnel, III, do hereby certify as follows:
(1) That I am the duly elected Secretary of Armada Funds
("Armada");
(2) That in such capacity I have examined the records of
actions taken by the Board of Trustees of Armada;
(3) That the Board of Trustees of Armada duly adopted the
following resolutions at the Regular Meeting of the Board of Trustees held on
July 21, 1999:
APPROVAL OF THE CREATION OF CLASS C SHARES
CREATION OF SPECIAL SERIES 3
RESOLVED, that the Board determines that the proposal to offer a series
of shares representing interests in each of the Armada International Equity
Fund, Small Cap Value Fund, Small Cap Growth Fund, Equity Growth Fund, Tax
Managed Equity Fund, Core Equity Fund, Equity Index Fund, Equity Income Fund,
Balanced Allocation Fund, Total Return Advantage Fund, Bond Fund, Intermediate
Bond Fund, GNMA Fund, Enhanced Income Fund, Ohio Tax Exempt Fund, Pennsylvania
Municipal Fund, National Tax Exempt Fund, Mid Cap Growth Fund, Large Cap Ultra
Fund, U.S. Government Income Fund, Michigan Municipal Bond Fund and Money Market
Fund is in the best interest of Armada and its shareholders and that such
proposal be and hereby is approved;
FURTHER RESOLVED, that pursuant to Section 5.1 of Armada's Declaration
of Trust, an unlimited number of authorized, unissued and unclassified shares of
beneficial interest in Armada (no par value) be, and hereby are, classified and
designated as follows:
Class of Shares Fund
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Class U-Special Series 3 International Equity Fund
Class N-Special Series 3 Small Cap Value Fund
Class X-Special Series 3 Small Cap Growth Fund
Class H-Special Series 3 Equity Growth Fund
Class Z-Special Series 3 Tax Managed Equity Fund
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Class W-Special Series 3 Core Equity Fund
Class V-Special Series 3 Equity Index Fund
Class M-Special Series 3 Equity Income Fund
Class AA-Special Series 3 Balanced Allocation
Class P-Special Series 3 Total Return Advantage Fund
Class R-Special Series 3 Bond Fund
Class I-Special Series 3 Intermediate Bond Fund
Class S-Special Series 3 GNMA Fund
Class O-Special Series 3 Enhanced Income Fund
Class K-Special Series 3 Ohio Tax Exempt Fund
Class T-Special Series 3 Pennsylvania Municipal Fund
Class L-Special Series 3 National Tax Exempt Fund
Class N-Special Series 3 Mid Cap Growth Fund
Class II-Special Series 3 Large Cap Ultra Fund
Class DD-Special Series 3 U.S. Government Income Fund
Class HH-Special Series 3 Michigan Municipal Bond Fund
Class A-Special Series 3 Money Market Fund
AUTHORIZATION OF ISSUANCE OF SHARES TO INVESTORS
RESOLVED, that the appropriate officers of Armada be, and each of them
hereby is, authorized, at any time after the effective date and time of the
Post-Effective Amendment to Armada's Registration Statement relating to the
Class C Shares of the above-referenced Funds to issue and redeem from time to
time shares of each of the above-referenced Special Series 3 representing
interests in the above-referenced Funds, in accordance with the Registration
Statement under the 1933 Act, as the same may from time to time be amended, and
the requirements of Armada's Declaration of Trust and applicable law, and that
such shares, when issued for the consideration described in such amended
Registration Statement, shall be validly issued, fully paid and non-assessable
by Armada.
IMPLEMENTATION OF RESOLUTIONS
RESOLVED, that the officers of Armada be, and each of them hereby is,
authorized and empowered to execute, seal, and deliver any and all documents,
instruments, papers and writings, including but not limited to, any instrument
to be filed with the State Secretary of the Commonwealth of Massachusetts or the
Boston City Clerk, and to do any and all other acts, including but not limited
to, changing the foregoing resolutions upon advice of Armada's counsel prior to
filing said any and all documents, instruments, papers, and writings, in the
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name of Armada and on its behalf, as may be necessary or desirable in connection
with or in furtherance of the foregoing resolutions, such determination to be
conclusively evidenced by said officers taking any such actions.
APPROVAL OF CONTINGENT DEFERRED SALES CHARGE STRUCTURE
RESOLVED, that a contingent deferred sales charges ("CDSC") of 1.00%
imposed in connection with the redemption of Class C Shares within eighteen
months of purchase be, and hereby is, approved;
FURTHER RESOLVED, that Armada's transfer agent shall keep such records
as may be necessary to calculate the CDSC in accordance with Armada's
Registration Statement and to calculate and pay any CDSC payable at the
redemption of Class C Shares to Armada's distributor (subject to the applicable
limitations of the National Association of Securities Dealers, Inc. on
asset-based sales charges); and
FURTHER RESOLVED, that Armada's administrator shall monitor the
aforementioned activities of the transfer agent pursuant to its responsibilities
under the Administration Agreement.
APPROVAL OF FILING OF POST-EFFECTIVE AMENDMENT
RESOLVED, that in accordance with the resolutions previously adopted by
this Board, the officers of Armada be, and hereby are, authorized in the name
and on behalf of Armada to execute and cause to be filed with the SEC a
Post-Effective Amendment to Armada's Registration Statement on Form N-1A in such
form as the officer or officers executing the same may, with the advice of
counsel to Armada, approve as necessary or desirable, such approval to be
conclusively evidenced by his or their execution thereof;
FURTHER RESOLVED, that W. Bruce McConnel, III be, and hereby is,
redesignated to act on behalf of Armada as its agent for service of process for
matters relating to said Registration Statement with the powers enumerated in
Rule 478 of the Rules and Regulations of the SEC under the 1933 Act;
FURTHER RESOLVED, that the officers of Armada be, and hereby are,
authorized to execute and file all such instruments and documents, make all such
payments and do all such other acts as they may deem necessary or desirable and
appropriate in order to effect the filing of said Post-Effective Amendment to
said Registration Statement and to cause the same to become effective; and
FURTHER RESOLVED, that the trustees and officers of Armada are required
to execute any amendments to Armada's Registration Statement be, and hereby are,
authorized to execute a power of attorney appointing W. Bruce McConnel, III and
Herbert R. Martens, Jr., and either of them, their true and lawful attorney or
attorneys, to execute in their name, place, and stead, in their capacity as
trustee or officer, or both, of Armada any and all amendments to the
Registration Statement, and all instruments necessary or incidental in
connection therewith, and to file the same with the SEC; and either of said
attorneys shall have the power to act thereunder
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with or without the other of said attorneys and shall have full power of
substitution and resubstitution; and to do in the name and on behalf of said
trustees and officers, in any and all capacities, every act whatsoever requisite
or necessary to be done in the premises, as fully and to all intents and
purposes as said officers or trustees, might or could do in person, said acts of
said attorneys, or either of them, being hereby ratified and approved.
AUTHORIZATION OF BLUE SKY REGISTRATION
RESOLVED, with respect to Class C Shares of Armada, that the officers
of Armada be, and hereby are, authorized and directed in the name and on behalf
of Armada to take any and all action which they or any of them may deem
necessary or advisable in order to obtain a permit, register, or qualify for
issuance and sale, or to request an exemption from registration of such shares,
or to register or obtain a license for Armada as a dealer or broker under the
securities laws of such of the states of the United States of America or other
jurisdictions, including Canada, that such officers may deem advisable, and in
connection with such registrations, permits, licenses, qualifications, and
exemptions to execute, acknowledge, verify, deliver, file, and publish all such
applications, reports, issuer's covenants, resolutions, irrevocable consents to
service of process, powers of attorney, and other papers and instruments as may
be required under such laws or may be deemed by such officers or any of them to
be useful or advisable to be filed thereunder; and that the Board of Trustees
hereby adopts the form of any and all resolutions required by any such state
authority in connection with any such applications, reports, issuers' covenants,
irrevocable consents to service of process, powers of attorney, and other papers
and instruments if (1) in the opinion of the officer of Armada so acting, the
adoption of such resolutions is necessary or desirable and appropriate, and (2)
the Secretary of the Trust evidences such adoption by filing with these
resolutions copies of such other resolutions, which shall thereupon be deemed to
be adopted by the Board of Trustees; and that the officers of Armada be, and
hereby are, authorized and directed to take any and all further action which
they or any of them may deem necessary or advisable in order to maintain such
registrations, permits, licenses, qualifications and exemptions in effect for as
long as they or any of them may deem it to be in the best interest of Armada.
INITIAL PUBLIC SALE OF SHARES
RESOLVED, that the appropriate officers of Armada be, and each of them
hereby is, authorized to issue shares of beneficial interest of the Special
Series 3 to public investors in a continuous public offering of securities, in
accordance with the 1933 Act and the 1940 Act;
FURTHER RESOLVED, that such shares, when issued for consideration in
the amount of the public offering price, shall be validly issued, fully paid and
non-assessable by Armada; and
FURTHER RESOLVED, that any officer of Armada is authorized and directed
to take such further actions, including the preparation and execution of one or
more agreements, as may be necessary or desirable to carry out the intent of the
foregoing resolutions.
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NO SHARE CERTIFICATES
RESOLVED, that until changed by resolution of this Board, shares of the
Special Series 3 shall be issued in uncertificated form.
ADOPTION OF DISTRIBUTION AND SHAREHOLDER SERVICES PLAN FOR CLASS C SHARES
RESOLVED, that the Distribution and Shareholder Services Plan for Class
C Shares (the "Class C Shares Plan") of Armada be, and hereby is, approved with
respect to each Fund offering Class C Shares after consideration of all factors
deemed relevant by the Board, including, but not limited to: the purposes for
which Armada was created; the degree to which the Class C Shares Plan addresses
the circumstances that led to the organization of Armada; the information
provided to the Board by its service contractors at this and prior meetings; the
relationship of the services provided by SEI and those provided by Armada's
other service contractors; the level of payments provided for under the Class C
Shares Plan; the protections afforded by the Class C Shares Plan to Armada and
to its shareholders; and the requirements of Rule 12b-1 under the 1940 Act;
FURTHER RESOLVED, that the Board hereby determines, in the exercise of
its reasonable business judgment and in light of its fiduciary duties, that
there is a reasonable likelihood that the Class C Shares Plan will benefit the
holders of Class C Shares and the Funds that offer such shares and the amounts
to be paid by holders of Class C Shares for distribution are reasonable in light
of the distribution services that are to be performed and represent a charge
within the range of what would be negotiated at arm's length in light of all of
the surrounding circumstances;
FURTHER RESOLVED, that any officer of Armada be, and hereby is,
authorized to execute and deliver any and all documents and instruments
providing for the payment on a monthly basis to Armada's distributor (or any
other person) a fee of up to .75% annually of the average daily net assets of a
Fund's Class C Shares;
FURTHER RESOLVED, that Armada's form of Servicing Agreement with
respect to Class C Shares of Armada be, and it hereby is, approved;
FURTHER RESOLVED, that the Armada's President be, and hereby is,
authorized to execute and deliver, on its behalf, Servicing Agreements, in
substantially the form presented to this meeting with certain Service
Organizations with respect to the provision of support services to their
customers for whom they purchase Class C Shares of a Fund in consideration for
the payment of fees to such Service Organizations, computed daily and paid
monthly, at the annual rate of up to .25% of the daily net asset value of Class
C Shares purchased by the Service Organizations on behalf of their customers;
and
FURTHER RESOLVED, that the compensation payable to Service
Organizations under the Class C Shares Plan and such Servicing Agreements is for
services which are not primarily intended to result in the sale of shares of
Armada and is fair and reasonable in light of such matters as the Board
considers relevant to the exercise of its reasonable business judgment.
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AMENDED AND RESTATED PLAN PURSUANT TO RULE 18F-3 FOR OPERATION OF A MULTI-CLASS
SYSTEM
RESOLVED, that the Amended and Restated Plan pursuant to Rule 18f-3 for
Operation of a Multi-Class System (the "18f-3 Plan") be, and the same hereby is,
approved in substantially the form presented at this meeting; with such changes
thereto as the officers of Armada, with the advice of counsel, may deem
necessary, desirable, and appropriate; and
FURTHER RESOLVED, that the officers of Armada be, and each of them
hereby is, authorized and empowered to execute, seal, and deliver any and all
documents, instruments, papers and writings, and to do any and all other acts,
in the name of Armada and on its behalf, as may be necessary or desirable in
connection with or in furtherance of the foregoing resolution.
EXTENSION OF CERTAIN AGREEMENTS TO THE CLASS C SHARES
RESOLVED, that the existing Distribution Agreement between Armada and
SEI, and the existing Transfer Agency Agreement with State Street, as amended to
add the Class C Shares, be, and the same hereby are, approved with respect to
the Class C Shares;
FURTHER RESOLVED, that the compensation payable by Armada under said
agreements (as amended in the case of the Transfer Agency Agreement) with
respect to the Class C Shares is determined to be fair and reasonable; and
FURTHER RESOLVED, that in accordance with the 1940 Act, the appropriate
officers of Armada be, and the same hereby are, authorized and directed to
execute, seal, and deliver the amendment to the Transfer Agency Agreement on
behalf of Armada.
GENERAL POWERS
RESOLVED, that the appropriate officers of Armada be, and hereby are,
authorized to do or cause to be done all such other acts and things and to make,
execute, and deliver any and all of such documents in the name and on behalf of
Armada, under its seal or otherwise, as they deem necessary or desirable to
carry out the intent or purposes of the foregoing resolutions.
/s/ W. Bruce McConnel, III
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W. Bruce McConnel, III
Dated: July 17, 2000
Subscribed and sworn to before
me this 17th day of July, 2000
Dorothea A. Natale
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Notary Public
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