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ARMADA FUNDS
SHAREHOLDER SERVICES PLAN
SECTION 1. Armada Funds (the "Trust") has adopted this Shareholder
Services Plan (the "Plan") in order to enable the Trust to bear certain
shareholder service and administrative expenses relating to A Shares of its
Funds, and any other non-discretionary investment portfolios hereinafter
established (collectively, "A Shares").
SECTION 2. Any officer of the Trust is authorized to execute and deliver,
in the name and on behalf of the Trust, written agreements in substantially the
form attached hereto or in any other form duly approved by the Board of Trustees
(as provided in Section 4 below) ("Servicing Agreements") with financial
institutions, broker-dealers, or other industry professionals, such as
investment advisers, accountants, and estate planning firms ("Service
Organizations"). Such Servicing Agreements are incorporated herein by reference
and shall require the Service Organizations to provide shareholder
administrative services as set forth therein to their clients who beneficially
own A Shares in consideration for a fee, computed daily and paid monthly in the
manner set forth in the Servicing Agreements, at the annual rate of: (i) up to
.15% (as defined in such Servicing Agreement) for the Tax Exempt Money Market,
Ohio Municipal Money Market and Pennsylvania Tax Exempt Money Market Funds, (ii)
up to .10% (as defined in such Servicing Agreement) with respect to the Limited
Maturity Bond, Ohio Tax Exempt Bond, National Tax Exempt Bond, Michigan
Municipal Bond and Pennsylvania Municipal Bond Funds, and (iii) up to .25% (as
defined in such Servicing Agreement) with respect to the International Equity,
Small Cap Value, Small Cap Growth, Equity Growth, Tax Managed Equity, Core
Equity, Equity Index, Equity Income, Aggressive Allocation, Balanced Allocation,
Conservative Allocation, Total Return Advantage, Bond, Intermediate Bond, GNMA,
Mid Cap Growth, U.S. Government Income, Large Cap Ultra, Strategic Income Bond,
Money Market, Government Money Market, Treasury Money Market and Treasury Plus
Money Market Funds. All expenses incurred by the Trust in connection with the
Servicing Agreements and the implementation of this Plan shall be borne entirely
by shareholders of the Trust.
SECTION 3. The Trust's Transfer Agent shall monitor the arrangements
pertaining to the Trust's Servicing Agreements with Service Organizations as
required by the Trust's Board of Trustees. The Trust's Transfer Agent shall not,
however, be obliged by this Plan to recommend, and the Trust shall not be
obliged to execute, any Servicing Agreement with any qualifying Service
Organization.
SECTION 4. So long as this Plan is in effect, the Trust's Transfer Agent
shall provide to the Trust's Board of Trustees, and the Trustees shall review,
at least quarterly, a written report of the amounts expended pursuant to this
Plan and the purposes for which such expenditures were made.
SECTION 5. This Plan shall become effective upon the date of its adoption
and following approval of the Plan (and the related form of Servicing Agreement)
by (i) vote of a majority of the Trust's outstanding A Shares (as defined in the
Investment Company Act of 1940 ("1940 Act")) or by (ii) vote of a majority of
the Board of Trustees, including a majority of the Trustees who are not
"interested persons" of the Trust as defined in the 1940 Act and have no direct
or indirect financial interest in the operation of this Plan or in any Servicing
Agreements or other agreements related to
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this Plan (the "Disinterested Trustees"), pursuant to a vote cast in person at a
meeting called for the purpose of voting on the approval of this Plan (or form
of Servicing Agreement).
SECTION 6. Unless sooner terminated, this Plan shall continue until
September 30, 2001 and thereafter shall continue automatically for successive
annual periods of twelve months each, provided such continuance is approved at
least annually in the manner set forth in Section 5.
SECTION 7. This Plan may be amended at any time by the Board of Trustees,
provided that any material amendments of the terms of this Plan shall become
effective only upon the approvals set forth in Section 5.
SECTION 8. This Plan is terminable at any time by vote of a majority of
the Disinterested Trustees or by vote of holders of a majority of the Trust's A
Shares (as defined in the Act).
SECTION 9. While this Plan is in effect, the selection and nomination of
Disinterested Trustees shall be committed to the discretion of the Disinterested
Trustees.
SECTION 10. The names "Armada Funds" and "Trustees of Armada Funds" refer
respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated January 28, 1986, as amended which is hereby referred to and a copy
of which is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and the principal office of the Trust. The obligations of "Armada
Funds" entered into in the name or on behalf thereof by any of the Trustees,
representatives or agents are made not individually, but in such capacities, and
are not binding upon any of the Trustees, shareholders, or representatives of
the Trust personally, but bind only the Trust property, and all persons dealing
with any class of shares of the Trust must look solely to the Trust property
belonging to such class for the enforcement of any claims against the Trust.
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