<PAGE>
Exhibit (a) (17)
ARMADA FUNDS ("ARMADA")
(A MASSACHUSETTS BUSINESS TRUST)
CERTIFICATE OF CLASSIFICATION OF SHARES
I, W. Bruce McConnel, 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 November 21,
2000:
APPROVAL OF THE CREATION OF TWO NEW PORTFOLIOS OF ARMADA.
CREATION OF SHARES.
RESOLVED, that there is hereby established the Armada
Aggressive Allocation Fund and Armada Conservative Allocation Fund
series of shares of Armada (each, a "Portfolio");
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 (no par value) in Armada
be, and hereby are, classified and designated as follows:
<TABLE>
<CAPTION>
Class of Shares Name of Class of Shares
--------------- -----------------------
<S> <C>
Class NN Armada Aggressive Allocation Fund - Class I Shares
Class NN - Special Series 1 Armada Aggressive Allocation Fund - Class A Shares
Class NN - Special Series 2 Armada Aggressive Allocation Fund - Class B Shares
Class NN - Special Series 3 Armada Aggressive Allocation Fund - Class C Shares
Class OO Armada Conservative Allocation Fund - Class I Shares
Class OO - Special Series 1 Armada Conservative Allocation Fund - Class A Shares
Class OO - Special Series 2 Armada Conservative Allocation Fund - Class B Shares
Class OO - Special Series 3 Armada Conservative Allocation Fund - Class C Shares
</TABLE>
FURTHER RESOLVED, that all consideration received by Armada
for the issue or sale of Class NN, Class NN - Special Series 1, Class
NN - Special Series 2 and Class NN - Special Series 3 shares shall be
invested and reinvested with the consideration received by Armada for
the issue and sale of all other shares of beneficial interest in
Armada now or hereafter designated as Class NN shares (irrespective of
whether said shares have been designated as part of a series of said
class and, if so designated,
<PAGE>
irrespective of the particular series designation) (collectively, the
"Class NN Group"), together with all income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, any funds or payments derived from
any reinvestment of such proceeds in whatever form the same may be,
and any general assets of Armada allocated to shares of the Class NN
Group by the Board of Trustees in accordance with Armada's Declaration
of Trust, and each series included in the Class NN Group shall share
equally with each such other share in such consideration and other
assets, income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof, and
any assets derived from any reinvestment of such proceeds in whatever
form;
FURTHER RESOLVED, that each share of each series in the Class
NN Group shall be charged in proportion to its respective net asset
value with each other share of beneficial interest in Armada now or
hereafter designated as a Class NN share of beneficial interest
(irrespective of whether said share has been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation) with the expenses
and liabilities of Armada in respect to the Class NN Group or such
other shares and in respect of any general expenses and liabilities of
Armada allocated to the Class NN Group or such other shares by the
Board of Trustees in accordance with the Declaration of Trust, except
that to the extent permitted by rule or order of the Securities and
Exchange Commission ("SEC") and as may be from time to time determined
by the Board of Trustees:
(a) only the Class NN shares shall bear: (i) the
expenses and liabilities arising from transfer
agency services that are directly attributable to
Class NN shares; (ii) the expenses and liabilities
of distribution fees payable under Armada's
Service and Distribution Plan for A and I Share
Classes (the "A and I Shares Plan"); and (iii)
other such expenses and liabilities as the Board
of Trustees may from time to time determine are
directly attributable to such shares and which
should therefore be borne solely by Class NN
shares;
(b) only the Class NN - Special Series 1 shares shall
bear: (i) the expenses and liabilities of payments
to institutions under any agreement entered into
by or on behalf of Armada which provides for
services by the institutions exclusively for their
customers who beneficially own such shares; (ii)
the expenses and liabilities arising from transfer
agency services that are directly attributable to
Class NN - Special Series 1 shares; (iii) the
expenses and liabilities of distribution fees
payable under the A and I Shares Plan; and (iv)
other such expenses and liabilities as the Board
of Trustees may from time to time determine are
directly attributable to such shares and which
should therefore be borne solely by Class NN -
Special Series 1 shares;
<PAGE>
(c) only the Class NN - Special Series 2 shares shall
bear: (i) the expenses and liabilities of payments
to institutions under any agreement entered into
by or on behalf of Armada which provides for
services by the institutions exclusively for their
customers who beneficially own such shares; (ii)
the expenses and liabilities arising from transfer
agency services that are directly attributable to
Class NN - Special Series 2 shares; (iii) the
expenses and liabilities of distribution fees
payable under Armada's Class B Shares Distribution
and Servicing Plan (the "B Shares Plan"); and (iv)
other such expenses and liabilities as the Board
of Trustees may from time to time determine are
directly attributable to such shares and which
should therefore be borne solely by Class NN -
Special Series 2 shares.
(d) only the Class NN - Special Series 3 shares shall
bear: (i) the expenses and liabilities of payments
to institutions under any agreement entered into
by or on behalf of Armada which provides for
services by the institutions exclusively for their
customers who beneficially own such shares; (ii)
the expenses and liabilities arising from transfer
agency services that are directly attributable to
Class NN - Special Series 3 shares; (iii) the
expenses and liabilities of distribution fees
payable under Armada's Class C Shares Distribution
and Servicing Plan (the "C Shares Plan"); and (iv)
other such expenses and liabilities as the Board
of Trustees may from time to time determine are
directly attributable to such shares and which
should therefor be borne solely by Class NN -
Special Series 3 shares;
FURTHER RESOLVED, that, except as otherwise provided by
these resolutions, each share of the Class NN Group shall have the
preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as
set forth in the Declaration of Trust and shall also have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as
each other share of the Class NN Group, except to the extent permitted
by rule or order of the SEC:
(a) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (ii) of paragraph (a) of the immediately
preceding resolution (or to any plan or document
adopted by Armada relating to said agreements,
arrangements, expenses or liabilities) and that is
submitted to a vote of shareholders of Armada,
only Class NN shares shall be entitled to vote,
except that (i) if said matter affects shares of
beneficial interest in Armada other than Class NN
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
NN shares shall be voted in the aggregate together
with such
<PAGE>
other affected shares and not by class or series,
except where otherwise required by law or
permitted by the Board of Trustees of Armada; and
(ii) if said matter does not affect Class NN
shares, said shares shall not be entitled to vote
(except where otherwise required by law or
permitted by the Board of Trustees) even though
the matter is submitted to a vote of holders of
shares of beneficial interest in Armada other than
Class NN shares;
(b) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clauses (i) and (iii) of paragraph (b) of the
immediately preceding resolution (or to any plan
or document adopted by Armada relating to said
agreements, arrangements, expenses or liabilities)
and that is submitted to a vote of shareholders of
Armada, only Class NN - Special Series 1 shares
shall be entitled to vote, except that (i) if said
matter affects shares of beneficial interest in
Armada other than Class NN - Special Series 1
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
NN - Special Series 1 shares shall be voted in the
aggregate together with such other affected shares
and not by class or series, except where otherwise
required by law or permitted by the Board of
Trustees of Armada; and (ii) if said matter does
not affect Class NN - Special Series 1 shares,
said shares shall not be entitled to vote (except
where otherwise required by law or permitted by
the Board of Trustees) even though the matter is
submitted to a vote of holders of shares of
beneficial interest in Armada other than Class NN
- Special Series 1 shares;
(c) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clauses (i) and (iii) of paragraph (c) of the
immediately preceding resolution (or to any plan
or document adopted by Armada relating to said
agreements, arrangements, expenses or liabilities)
and that is submitted to a vote of shareholders of
Armada, only Class NN - Special Series 2 shares
shall be entitled to vote, except that (i) if said
matter affects shares of beneficial interest in
Armada other than Class NN - Special Series 2
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
NN - Special Series 2 shares shall be voted in the
aggregate together with such other affected shares
and not by class or series, except where otherwise
required by law or permitted by the Board of
Trustees of Armada; and (ii) if said matter does
not affect Class NN - Special Series 2 shares,
said shares shall not be entitled to vote (except
where otherwise required by law or permitted by
the Board of Trustees) even though the matter is
submitted to a vote of holders
<PAGE>
of shares of beneficial interest in Armada other
than Class NN - Special Series 2 shares; and
(d) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clauses (i) and (iii) of paragraph (d) of the
immediately preceding resolution (or to any plan
or document adopted by Armada relating to said
agreements, arrangements, expenses or liabilities)
and that is submitted to a vote of shareholders of
Armada, only Class NN - Special Series 3 shares
shall be entitled to vote, except that (i) if said
matter affects shares of beneficial interest in
Armada other than Class NN - Special Series 3
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
NN - Special Series 3 shares shall be voted in the
aggregate together with such other affected shares
and not by class or series, except where otherwise
required by law or permitted by the Board of
Trustees of Armada; and (ii) if said matter does
not affect Class NN - Special Series 3 shares,
said shares shall not be entitled to vote (except
where otherwise required by law or permitted by
the Board of Trustees) even though the matter is
submitted to a vote of holders of shares of
beneficial interest in Armada other than Class NN
- Special Series 3 shares;
FURTHER RESOLVED, that the aforesaid classes or series of
shares shall represent interests in the Armada Aggressive Allocation
Fund;
FURTHER RESOLVED, that all consideration received by Armada
for the issue or sale of Class OO, Class OO - Special Series 1, Class
OO - Special Series 2 and Class OO - Special Series 3 shares shall be
invested and reinvested with the consideration received by Armada for
the issue and sale of all other shares of beneficial interest in
Armada now or hereafter designated as Class OO shares (irrespective of
whether said shares have been designated as part of a series of said
class and, if so designated, irrespective of the particular series
designation) (collectively, the "Class OO Group"), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever
form the same may be, and any general assets of Armada allocated to
shares of the Class OO Group by the Board of Trustees in accordance
with Armada's Declaration of Trust, and each series included in the
Class OO Group shall share equally with each such other share in such
consideration and other assets, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of
such proceeds in whatever form;
FURTHER RESOLVED, that each share of each series in the
Class OO Group shall be charged in proportion to its respective net
asset value with each other share of beneficial interest in Armada now
or hereafter designated as a Class OO share of
<PAGE>
beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation)
with the expenses and liabilities of Armada in respect to the Class OO
Group or such other shares and in respect of any general expenses and
liabilities of Armada allocated to the Class OO Group or such other
shares by the Board of Trustees in accordance with the Declaration of
Trust, except that to the extent permitted by rule or order of the SEC
and as may be from time to time determined by the Board of Trustees:
(a) only the Class OO shares shall bear: (i) the
expenses and liabilities arising from transfer
agency services that are directly attributable to
Class OO shares; (ii) the expenses and liabilities
of distribution fees payable under the A and I
Shares Plan; and (iii) other such expenses and
liabilities as the Board of Trustees may from time
to time determine are directly attributable to
such shares and which should therefore be borne
solely by Class OO shares;
(b) only the Class OO - Special Series 1 shares shall
bear: (i) the expenses and liabilities of payments
to institutions under any agreement entered into
by or on behalf of Armada which provides for
services by the institutions exclusively for their
customers who beneficially own such shares; (ii)
the expenses and liabilities arising from transfer
agency services that are directly attributable to
Class OO - Special Series 1 shares; (iii) the
expenses and liabilities of distribution fees
payable under the A and I Shares Plan; and (iv)
other such expenses and liabilities as the Board
of Trustees may from time to time determine are
directly attributable to such shares and which
should therefore be borne solely by Class OO -
Special Series 1 shares;
(c) only the Class OO - Special Series 2 shares shall
bear: (i) the expenses and liabilities of payments
to institutions under any agreement entered into
by or on behalf of Armada which provides for
services by the institutions exclusively for their
customers who beneficially own such shares; (ii)
the expenses and liabilities arising from transfer
agency services that are directly attributable to
Class OO - Special Series 2 shares; (iii) the
expenses and liabilities of distribution fees
payable under the B Shares Plan; and (iv) other
such expenses and liabilities as the Board of
Trustees may from time to time determine are
directly attributable to such shares and which
should therefore be borne solely by Class OO -
Special Series 2 shares.
(d) only the Class OO - Special Series 3 shares shall
bear: (i) the expenses and liabilities of payments
to institutions under any agreement entered into
by or on behalf of Armada which provides for
services by the institutions exclusively for their
customers who beneficially own such shares; (ii)
the expenses and liabilities arising from transfer
agency services that are directly attributable to
Class OO - Special Series 3 shares; (iii) the
<PAGE>
expenses and liabilities of distribution fees
payable under the C Shares Plan; and (iv) other
such expenses and liabilities as the Board of
Trustees may from time to time determine are
directly attributable to such shares and which
should therefor be borne solely by Class OO -
Special Series 3 shares;
FURTHER RESOLVED, that, except as otherwise provided by
these resolutions, each share of the Class OO Group shall have the
preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as
set forth in the Declaration of Trust and shall also have the same
preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as
each other share of the Class OO Group, except to the extent permitted
by rule or order of the SEC:
(a) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clause (ii) of paragraph (a) of the immediately
preceding resolution (or to any plan or document
adopted by Armada relating to said agreements,
arrangements, expenses or liabilities) and that is
submitted to a vote of shareholders of Armada,
only Class OO shares shall be entitled to vote,
except that (i) if said matter affects shares of
beneficial interest in Armada other than Class OO
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
OO shares shall be voted in the aggregate together
with such other affected shares and not by class
or series, except where otherwise required by law
or permitted by the Board of Trustees of Armada;
and (ii) if said matter does not affect Class OO
shares, said shares shall not be entitled to vote
(except where otherwise required by law or
permitted by the Board of Trustees) even though
the matter is submitted to a vote of holders of
shares of beneficial interest in Armada other than
Class OO shares;
(b) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clauses (i) and (iii) of paragraph (b) of the
immediately preceding resolution (or to any plan
or document adopted by Armada relating to said
agreements, arrangements, expenses or liabilities)
and that is submitted to a vote of shareholders of
Armada, only Class OO - Special Series 1 shares
shall be entitled to vote, except that (i) if said
matter affects shares of beneficial interest in
Armada other than Class OO - Special Series 1
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
OO - Special Series 1 shares shall be voted in the
aggregate together with such other affected shares
and not by class or series, except where otherwise
required by law or permitted by the Board of
Trustees of Armada; and (ii) if said matter does
not affect Class OO - Special Series 1 shares,
said shares shall not be entitled to vote (except
where otherwise required by law or permitted by
the Board of Trustees) even though the matter is
submitted to a vote of holders of
<PAGE>
shares of beneficial interest in Armada other than
Class OO - Special Series 1 shares;
(c) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clauses (i) and (iii) of paragraph (c) of the
immediately preceding resolution (or to any plan
or document adopted by Armada relating to said
agreements, arrangements, expenses or liabilities)
and that is submitted to a vote of shareholders of
Armada, only Class OO - Special Series 2 shares
shall be entitled to vote, except that (i) if said
matter affects shares of beneficial interest in
Armada other than Class OO - Special Series 2
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
OO - Special Series 2 shares shall be voted in the
aggregate together with such other affected shares
and not by class or series, except where otherwise
required by law or permitted by the Board of
Trustees of Armada; and (ii) if said matter does
not affect Class OO - Special Series 2 shares,
said shares shall not be entitled to vote (except
where otherwise required by law or permitted by
the Board of Trustees) even though the matter is
submitted to a vote of holders of shares of
beneficial interest in Armada other than Class OO
- Special Series 2 shares; and
(d) on any matter that pertains to the agreements,
arrangements, expenses or liabilities described in
clauses (i) and (iii) of paragraph (d) of the
immediately preceding resolution (or to any plan
or document adopted by Armada relating to said
agreements, arrangements, expenses or liabilities)
and that is submitted to a vote of shareholders of
Armada, only Class OO - Special Series 3 shares
shall be entitled to vote, except that (i) if said
matter affects shares of beneficial interest in
Armada other than Class OO - Special Series 3
shares, such other affected shares in Armada shall
also be entitled to vote and, in such case, Class
OO - Special Series 3 shares shall be voted in the
aggregate together with such other affected shares
and not by class or series, except where otherwise
required by law or permitted by the Board of
Trustees of Armada; and (ii) if said matter does
not affect Class OO - Special Series 3 shares,
said shares shall not be entitled to vote (except
where otherwise required by law or permitted by
the Board of Trustees) even though the matter is
submitted to a vote of holders of shares of
beneficial interest in Armada other than Class OO
- Special Series 3 shares;
FURTHER RESOLVED, that the aforesaid classes or series of
shares shall represent interests in the Armada Conservative Allocation
Fund;
FURTHER 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 a Post-Effective Amendment to Armada's
Registration Statement relating to the Portfolios to issue and redeem
from time to time such shares representing interests in the Portfolios
in
<PAGE>
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;
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,
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 counsel
prior to filing any and all said documents, instruments, papers, and
writings, in the 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.
/s/ W. Bruce McConnel
---------------------
W. Bruce McConnel
Dated: December 5, 2000
Subscribed and sworn to before
me this 5th day of December, 2000
/s/ Dorothea A. Natale
----------------------
Notary Public
