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As filed with the Securities and Exchange Commission on March 20, 2000
Registration No. 333-30622
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U.S. Securities and Exchange Commission
Washington, DC 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. 1 Post-Effective Amendment No. ___
(Check appropriate box or boxes)
Exact Name of Registrant as Specified in Charter:
ARMADA FUNDS
(formerly known as "NCC Funds")
Area Code and Telephone Number:
(800) 622-FUND
Address of Principal Executive Offices:
One Freedom Valley Drive
Oaks, Pennsylvania 19456
Name and Address of Agent for Service:
AUDREY C. TALLEY, ESQ.
Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, Pennsylvania 19103-6996
copy to:
JOSEPH P. PENKO
National City Bank
National City Center
P.O. Box 5756
Cleveland, Ohio 44101-0756
Approximate Date of Proposed Public Offering: As soon as practicable after the
Registration Statement becomes effective under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
Title of Securities Being Registered: Shares of Beneficial Interest (without par
value) of Armada Funds.
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Calculation of Registration Fee under the Securities Act of 1933: No filing fee
is required because an indefinite number of shares have previously been
registered on Form N-1A by Registrant (Registration Nos. 33-488, 811-4416)
pursuant to Rule 24f-2 under the Investment Company Act of 1940. Pursuant to
Rule 429, this Registration Statement relates to Shares previously registered on
the aforesaid Registration Statement on Form N-1A.
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This Pre-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form N-14 is being filed to delay the effective date and to amend
Part C of the Statement. This Pre-Effective Amendment makes no other changes to
Form N-14, as filed with the Commission on February 17, 1999.
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FORM N-14
PART C - OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Indemnification of Registrant's principal underwriter, custodian and
transfer agent against certain losses is provided for, respectively, in Article
6 of the Distribution Agreement, incorporated by reference as Exhibit (7)
hereto, and Sections 12 and 8, respectively, of the Custodian Services and
Transfer Agency Agreements, incorporated by reference as Exhibits (9)(a) and
(13)(d) hereto. In Article 6 of the Distribution Agreement, the Trust agrees to
indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable counsel
fees and disbursements incurred in connection therewith), arising by reason of
any person acquiring any Shares, based upon the ground that the registration
statement, prospectus, shareholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements made not misleading. However, the
Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statements or omission was made in reliance upon, and in
conformity with, information furnished to the Trust by or on behalf of the
Distributor.
In addition, Section 9.3 of Registrant's Declaration of Trust dated
January 28, 1986, incorporated by reference as Exhibit (1)(a) hereto, provides
as follows:
9.3 INDEMNIFICATION OF TRUSTEES, REPRESENTATIVES AND EMPLOYEES. The
Trust shall indemnify each of its Trustees against all liabilities and
expenses (including amounts paid in satisfaction of judgments, in
compromise, as fines and penalties, and as counsel fees) reasonably
incurred by him in connection with the defense or disposition of any
action, suit or other proceeding, whether civil or criminal, in which
he may be involved or with which he may be threatened, while as a
Trustee or thereafter, by reason of his being or having been such a
Trustee EXCEPT with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance,
gross negligence or reckless disregard of his duties, PROVIDED that as
to any matter disposed of by a compromise payment by such person,
pursuant to a consent decree or otherwise, no indemnification either
for said payment or for any other expenses shall be provided unless
the Trust shall have received a written opinion from independent legal
counsel approved by the Trustees to the effect that if either the
matter of willful misfeasance, gross negligence or reckless disregard
of duty, or the matter of bad faith had been adjudicated, it would in
the opinion of such counsel have been adjudicated in favor of such
person. The rights accruing to any person under these provisions shall
not exclude any other right to which he may be lawfully entitled,
PROVIDED that no person may satisfy any right of indemnity or
reimbursement hereunder except out of the property of the Trust. The
Trustees may make advance
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payments in connection with the indemnification under this Section
9.3, PROVIDED that the indemnified person shall have provided a
secured written undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such
indemnification.
The Trustees shall indemnify representatives and employees of the
Trust to the same extent that Trustees are entitled to indemnification
pursuant to this Section 9.3.
Section 12 of Registrant's Custodian Services Agreement provides as
follows:
12. INDEMNIFICATION. The Trust, on behalf of each of the Funds, agrees
to indemnify and hold harmless the Custodian and its nominees from all
taxes, charges, expenses, assessments, claims and liabilities
(including, without limitation, liabilities arising under the 1933
Act, the 1934 Act, the 1940 Act, the CEA, and any state and foreign
securities and blue sky laws, and amendments thereto), and expenses,
including (without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action which
the Custodian takes or does not take (i) at the request or on the
direction of or in reliance on the advice of the Fund or (ii) upon
Oral or Written Instructions. Neither the Custodian, nor any of its
nominees, shall be indemnified against any liability to the Trust or
to its shareholders (or any expenses incident to such liability)
arising out of the Custodian's or its nominees' own willful
misfeasance, bad faith, negligence or reckless disregard of its duties
and obligations under this Agreement.
In the event of any advance of cash for any purpose made by the
Custodian resulting from Oral or Written Instructions of the Trust, or
in the event that the Custodian or its nominee shall incur or be
assessed any taxes, charges, expenses, assessments, claims or
liabilities in respect of the Trust or any Fund in connection with the
performance of this Agreement, except such as may arise from its or
its nominee's own negligent action, negligent failure to act or
willful misconduct, any Property at any time held for the account of
the relevant Fund or the Trust shall be security therefor.
Section 8 of Registrant's Transfer Agency and Service Agreement
provides as follows:
8 INDEMNIFICATION
8.1 The Transfer Agent shall not be responsible for, and the
Fund shall indemnify and hold the Transfer Agent harmless
from and against, any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liability
arising out of or attributable to:
(a) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to
this Agreement, provided that such actions are
taken in good faith and without negligence or
willful misconduct;
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(b) The Fund's lack of good faith, negligence or
willful misconduct;
(c) The reliance upon, and any subsequent use of or
action taken or omitted, by the Transfer Agent, or
its agents or subcontractors on: (i) any
information, records, documents, data, stock
certificates or services, which are received by
the Transfer Agent or its agents or subcontractors
by machine readable input, facsimile, CRT data
entry, electronic instructions or other similar
means authorized by the Fund, and which have been
prepared, maintained or performed by the Fund or
any other person or firm on behalf of the Fund
including but not limited to any previous transfer
agent or registrar; (ii) any instructions or
requests of the Fund or any of its officers; (iii)
any instructions or opinions of legal counsel with
respect to any matter arising in connection with
the services to be performed by the Transfer Agent
under this Agreement which are provided to the
Transfer Agent after consultation with such legal
counsel; or (iv) any paper or document, reasonably
believed to be genuine, authentic, or signed by
the proper person or persons;
(d) The offer or sale of Shares in violation of
federal or state securities laws or regulations
requiring that such Shares be registered or in
violation of any stop order or other determination
or ruling by any federal agency or any state
agency with respect to the offer or sale of such
Shares;
(e) The negotiations and processing of any checks
including without limitation for deposit into the
Fund's demand deposit account maintained by the
Transfer Agent; or
(f) Upon the Fund's request entering into any
agreements required by the National Securities
Clearing Corporation (the "NSCC") for the
transmission of Fund or Shareholder data through
the NSCC clearing systems.
8.2 In order that the indemnification provisions contained in
this Section 8 shall apply, upon the assertion of a claim
for which the Fund may be required to indemnify the Transfer
Agent, the Transfer Agent shall promptly notify the Fund of
such assertion, and shall keep the Fund advised with respect
to all developments concerning such claim. The Fund shall
have the option to participate with the Transfer Agent in
the defense of such claim or to defend against said claim in
its own name or in the name of the Transfer Agent. The
Transfer Agent shall in no case confess any claim or make
any compromise in any case in which the Fund may be required
to indemnify the Transfer Agent except with the Fund's prior
written consent.
Registrant has obtained from a major insurance carrier a directors'
and officers' liability policy covering certain types of errors and omissions.
In no event will Registrant
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indemnify any of its trustees, officers, employees or agents against any
liability to which such person would otherwise be subject by reason of his
willful misfeasance, bad faith or gross negligence in the performance of his
duties, or by reason of his reckless disregard of the duties involved in the
conduct of his office or under his agreement with Registrant. Registrant will
comply with Rule 484 under the Securities Act of 1933 and Release No. 11330
under the Investment Company Act of 1940 in connection with any indemnification.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer, or controlling person of Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
ITEM 16. EXHIBITS
(1) Declaration of Trust dated January 28, 1986 is incorporated
herein by reference to Exhibit a to Post-Effective Amendment No. 48 to
Registrant's Registration Statement filed on October 6, 1999 ("PEA
No. 48").
(a) Amendment No. 1 to Declaration of Trust is incorporated
herein by reference to Exhibit a.1 to PEA No. 48.
(b) Amendment No. 2 to Declaration of Trust is incorporated
herein by reference to Exhibit a.2 to PEA No. 48.
(c) Certificate of Classification of Shares reflecting the
creation of Class A, Class B, Class C, Class D, Class E and Class F
Shares of beneficial interest as filed with the Office of the
Secretary of State of Massachusetts on September 30, 1985 is
incorporated herein by reference to Exhibit a.3 to Post-Effective
Amendment No. 47 to Registrant's Registration Statement on Form N-1A
(File Nos. 33-488/811-4416) filed on September 10, 1999 ("PEA No.
47").
(d) Certificate of Classification of Shares reflecting the
creation of the Tax Exempt Portfolio (Trust) as filed with the Office
of Secretary of State of Massachusetts on October 16, 1989 is
incorporated herein by reference to Exhibit 1(c) to Post-Effective
Amendment No. 26 to Registrant's Registration Statement filed on May
15, 1996 ("PEA No. 26").
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(e) Certificate of Classification of Shares reflecting the
creation of Special Series 1 in the Money Market, Government,
Treasury, Tax Exempt, Equity, Bond and Ohio Tax Exempt Funds as filed
with the Office of Secretary of State of Massachusetts on December 11,
1989 is incorporated herein by reference to Exhibit 1(d) to PEA No.
26.
(f) Certificate of Classification of Shares reflecting the
creation of Special Series 1 in the Money Market, Government,
Treasury, Tax Exempt, Equity, Bond and Ohio Tax Exempt Funds as filed
with the Office of the Secretary of State of Massachusetts on
September 12, 1990 is incorporated herein by reference to Exhibit 1(e)
to PEA No. 26.
(g) Certificate of Classification of Shares reflecting the
creation of Class L and Class L-Special Series 1 shares, Class M and
Class M-Special Series 1 shares, Class N and Class N-Special Series 1
shares, Class O and Class O-Special Series 1 shares, and Class P and
Class P-Special Series 1 shares representing interests in the National
Tax Exempt Fund, Equity Income Fund, Mid Cap Regional Equity Fund,
Enhanced Income Fund and Total Return Advantage Fund, respectively, as
filed with the Office of Secretary of State of Massachusetts on June
30, 1994 is incorporated herein by reference to Exhibit 1(e) to PEA
No. 26.
(h) Certificate of Classification of Shares reflecting the
creation of Class Q and Class Q-Special Series 1 shares, Class R and
Class R-Special Series 1 shares, Class S and Class S-Special Series 1
shares, and Class T and Class T-Special Series 1 shares representing
interests in the Pennsylvania Tax Exempt, Intermediate Government,
GNMA and Pennsylvania Municipal Funds, respectively, as filed with the
Office of the Secretary of State of Massachusetts on September 10,
1996 is incorporated herein by reference to Exhibit 1(g) to
Post-Effective Amendment No. 33 to Registrant's Registration Statement
filed on April 11, 1997 ("PEA No. 33").
(i) Certificate of Classification of Shares reflecting the
creation of Class U and Class U-Special Series 1 shares, Class V and
Class V-Special Series 1 shares and Class W and Class W-Special Series
1 shares representing interests in the International Equity, Equity
Index and Core Equity Funds, respectively, as filed with the Office of
the Secretary of State of Massachusetts on June 27, 1997 is
incorporated herein by reference to Exhibit 1(h) to Post-Effective
Amendment No. 35 to Registrant's Registration Statement filed on July
22, 1997 ("PEA No. 35").
(j) Certificate of Classification of Shares reflecting the
creation of Class X and Class X-Special Series 1 shares and Class Y
and Class Y-Special Series 1 shares representing interests in the
Small Cap Growth Fund and Real Return Advantage Fund, respectively, as
filed with the Office of the Secretary of State of Massachusetts on
June 27, 1997 is incorporated herein by reference to Exhibit 1(i) to
PEA No. 35.
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(k) Certificate of Classification of Shares reflecting the
creation of Special Series 2 Shares representing interests in the
Money Market, Government Money Market, Treasury Money Market,
Tax-Exempt Money Market, Equity Growth, Equity Income, Small Cap Value
(formerly, the Mid Cap Regional), Enhanced Income, Total Return
Advantage, Intermediate Bond (formerly, the Fixed Income), Ohio
Tax-Exempt, National Tax-Exempt, Pennsylvania Tax-Exempt, Bond
(formerly, the "Intermediate Government Fund"), GNMA, Pennsylvania
Municipal, International Equity, Equity Index, Core Equity, Small Cap
Growth and Real Return Advantage Funds, as filed with the Office of
the Secretary of State of Massachusetts on December 29, 1997 and with
the City of Boston, Office of the City Clerk on December 26, 1997, is
incorporated herein by reference to Exhibit 1(j) to Post-Effective
Amendment No. 44 to Registrant's Registration Statement filed on
September 18, 1998 ("PEA No. 44").
(l) Certificate of Classification of Shares reflecting the
creation of Class Z, Class Z-Special Series 1 and Class Z-Special
Series 2, Class AA, Class AA-Special Series 1 and Class AA-Special
Series 2 Shares representing interests in the Tax Managed Equity and
Balanced Allocation Funds, respectively, as filed with the Office of
the Secretary of State of Massachusetts and with the City of Boston,
Office of the City Clerk on July 13, 1998, is incorporated herein by
reference to Exhibit (1)(k) to PEA No. 44.
(m) Certificate of Classification of Shares reflecting the
creation of Class BB and Class BB-Special Series 1 shares in the Ohio
Municipal Money Market Fund, as filed with the Office of the Secretary
of State and with the City of Boston, Office of the City Clerk on
September 15, 1998, is incorporated herein by reference to Exhibit
1(k) to Post-Effective Amendment No. 43 to Registrant's Registration
Statement filed on September 15, 1998 ("PEA No. 43").
(2) Code of Regulations as approved and adopted by Registrant's Board
of Trustees on January 28, 1986 is incorporated herein by reference to
Exhibit b to PEA No. 48.
(a) Amendment No. 1 to Code of Regulations is incorporated
herein by reference to Exhibit b.1 to PEA No. 48.
(b) Amendment No. 2 to Code of Regulations as approved and
adopted by Registrant's Board of Trustees on July 17, 1997 is
incorporated herein by reference to Exhibit 2(b) to PEA No. 35.
(3) None.
(4) Plan of Reorganization is incorporated herein by reference to
Appendix A to the Combined Prospectus/Proxy Statement which was filed
as Part A to the Registrant's Registration Statement on Form N-14
(File No. 333-30622) filed on February 17, 2000 (the "Registration
Statement on Form N-14").
(5) Article V, Section 5.1, and Article V, Section 5.4 of
Registrant's Declaration of Trust is incorporated herein by reference
to Exhibit a to PEA No. 48.
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(6) (a) Advisory Agreement for the Money Market, Treasury Money
Market, Government Money Market, Tax Exempt Money Market, Pennsylvania
Tax Exempt Money Market, National Tax Exempt Bond, Intermediate Bond,
GNMA, Bond, Equity Growth, Equity Income, Small Cap Value, Ohio Tax
Exempt and Pennsylvania Municipal Funds between Registrant and
National City Bank, as dated November 19, 1997 is incorporated herein
by reference to Exhibit 5(a) to PEA No. 44.
(b) Interim Advisory Agreement for the Enhanced Income and
Total Return Advantage Funds between Registrant and National Asset
Management Corporation dated March 6, 1998 is incorporated herein by
reference to Exhibit 5(b) to PEA No. 44.
(c) Interim Advisory Agreement for the Core Equity Fund
between Registrant and National Asset Management Corporation dated
March 6, 1998 is incorporated herein by reference to Exhibit 5(c) to
PEA No. 44.
(d) New Advisory Agreement for the Core Equity, Enhanced
Income and Total Return Advantage Funds between Registrant and
National City Bank dated March 6, 1998 is incorporated herein by
reference to Exhibit 5(d) to PEA No. 44.
(e) Sub-Advisory Agreement for the Core Equity and Total
Return Advantage Funds between Registrant and National Asset
Management Corporation dated March 6, 1998 is incorporated herein by
reference to Exhibit 5(e) to PEA No. 44.
(f) Advisory Agreement for the International Equity, Small
Cap Value, Small Cap Growth, Equity Index, Real Return Advantage, Tax
Managed Equity, Balanced Allocation and Ohio Municipal Money Market
Funds between Registrant and National City Bank dated April 9, 1998 is
incorporated herein by reference to Exhibit 5(m) to PEA No. 43.
(7) (a) Distribution Agreement between Registrant and SEI
Investments Distribution Co., dated May 1, 1998 is incorporated herein
by reference to Exhibit 6(a) to PEA No. 44.
(8) None.
(9) (a) Custodian Services Agreement between Registrant and National
City Bank, dated November 7, 1994, is incorporated herein by reference
to Exhibit g.1 to PEA No. 48.
(b) Sub-Custodian Agreement between National City Bank and The
Bank of California, National Association, dated November 7, 1994, is
incorporated herein by reference to Exhibit g.2 to PEA No. 48.
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(c) Exhibit A to the Custodian Services Agreement between
Registrant and National City Bank dated July 31, 1997 is incorporated
herein by reference to Exhibit 8(c) to PEA No. 36.
(d) Form of Amended Exhibit A to the Custodian Services
Agreement between Registrant and National City Bank is incorporated
herein by reference to Exhibit (8)(d) to PEA No. 41.
(10) (a) Service and Distribution Plan for the A (formerly Retail)
and I (formerly Institutional) Share Classes is incorporated herein by
reference to Exhibit 15(a) to PEA No. 38.
(b) B shares Distribution and Servicing Plan is incorporated
herein by reference to Exhibit 15(b) to PEA No. 38.
(c) C shares Distribution and Servicing Plan is incorporated
herein by reference to Exhibit m.3. to PEA No. 47.
(11) Opinion of Drinker Biddle & Reath LLP is incorporated herein by
reference to Exhibit 10 to PEA No. 44.
(12) (a) Opinion of Drinker Biddle & Reath LLP as to tax consequences
of Reorganizing Funds Transaction (including consent of the firm)
is incorporated herein by reference to Exhibit (12)(b) to the
Registration Statement on Form N-14.
(b) Opinion of Drinker Biddle & Reath LLP as to tax consequences
of Continuing Funds Transaction (including consent of the firm) is
incorporated herein by reference to Exhibit (12)(a) to the
Registration Statement on Form N-14.
(13) (a) Interim Administration Agreement between Registrant and SEI
Investments Mutual Funds Services, dated April 1, 1998 is incorporated
herein by reference to Exhibit 9(a) to PEA No. 44.
(b) Administration Agreement between Registrant and SEI
Investments Mutual Funds Services, dated May 1, 1998 is incorporated
herein by reference to Exhibit 9(b) to PEA No. 44.
(c) Sub-Administration Agreement between SEI Investments Mutual
Funds Services and National City Bank, dated May 1, 1998 is
incorporated herein by reference to Exhibit 9(c) to PEA No. 44.
(d) Transfer Agency and Service Agreement (the "Transfer Agency
Agreement") between Registrant and State Street Bank and Trust
Company, dated March 1, 1997, is incorporated herein by reference to
Exhibit 9(d) to PEA No. 33.
(e) Form of Addendum No. 1 to Amended and Restated Transfer
Agency and Dividend Disbursement Agreement between Registrant and
State Street Bank and Trust Company is incorporated herein by
reference to Exhibit 9(d) to PEA No. 41.
(f) Revised Shareholder Services Plan and Servicing Agreement
adopted by the Board of Trustees on February 15, 1997, is incorporated
herein by reference to Exhibit 9(e) to PEA No. 33.
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(g) Blue Sky Services Agreement between the Registrant and SEI
Investments Mutual Funds Services, dated December 2, 1996, is
incorporated herein by reference to Exhibit 9(f) to PEA No. 33.
(h) Assumption Agreement between National City Bank, National
City Investment Management Company, Armada Funds, National Asset
Management Corporation and SEI Investments Mutual Funds Services,
dated August 5, 1998 is incorporated herein by reference to Exhibit
(h)(8) to Post-Effective Amendment No. 46 to Registrant's Registration
Statement filed on July 15, 1999 ("PEA No. 46").
(14) (a) Consent of Ernst & Young LLP is incorporated herein by
reference to Exhibit (14)(a) to the Registration Statement on
Form N-14.
(b) Consent of PricewaterhouseCoopers LLP is incorporated
herein by reference to Exhibit (14)(b) to the Registration
Statement on Form N-14.
(c) Consent of Drinker Biddle & Reath LLP is incorporated
herein by reference to Exhibit (14)(c) to the Registration
Statement on Form N-14.
(15) None.
(16) Powers of Attorney.
(17) (a) Forms of Proxy is incorporated herein by reference to
Exhibit 17(d) to the Registration Statement on Form N-14.
(b) Prospectus dated December 10, 1999 for A, B and C Shares of
the Registrant's Funds is incorporated herein by reference to
Exhibit 17(e) to the Registration Statement on Form N-14.
(c) Prospectus dated September 28, 1999 for I Shares of the
Registrant's Funds is incorporated herein by reference to
Exhibit 17(f) to the Registration Statement on Form N-14.
(d) Prospectus dated September 17, 1999 for Investor A and
Investor B Shares of the Parkstone Funds is incorporated herein by
reference to Exhibit 17(g) to the Registration Statement on Form
N-14.
(e) Prospectus dated September 17, 1999 for Institutional Shares
of the Parkstone Funds is incorporated herein by reference to
Exhibit 17(h) to the Registration Statement on Form N-14.
(f) Statement of Additional Information dated December 10, 1999
for A, B, C and I Shares of Registrant's Funds is incorporated herein
by reference to Exhibit 17(i) to the Registration Statement on Form
N-14.
(g) Statement of Additional Information dated September 17, 1999
for Investor A, Investor B, and Institutional Shares of the Parkstone
Funds is incorporated herein by reference to
Exhibit 17(j) to the Registration Statement on Form N-14.
(h) Annual Report dated May 31, 1999 for Armada Funds is
incorporated herein by reference to Exhibit 17(k) to the Registration
Statement on Form N-14.
(i) Semi-Annual Report dated November 30, 1999 for Armada Funds
is incorporated herein by reference to Exhibit 17(l) to the
Registration Statement on Form N-14.
(j) Annual Report dated May 31, 1999 for Parkstone is
incorporated herein by reference to Exhibit 17(m) to the
Registration Statement on Form N-14.
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(k) Semi-Annual Report dated November 30, 1999 for Parkstone is
incorporated herein by reference to Exhibit (17)(k) to the
Registration Statement on Form N-16.
ITEM 17. UNDERTAKINGS
(1) The undersigned Registrant agrees that prior to any public reoffering
of the securities registered through the use of a prospectus which is a
part of this registration statement by any person or party who is
deemed to be an underwriter within the meaning of Rule 145(c) of the
Securities Act of 1933, as amended (the "1933 Act"), the reoffering
prospectus will contain the information called for by the applicable
registration form for reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other
items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to
the registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the 1933 Act,
each post-effective amendment shall be deemed to be a new registration
statement for the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide
offering of them.
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SIGNATURES
As required by the Securities Act of 1933, this Pre-Effective
Amendment No. 1 to the Registration Statement has been signed on behalf of the
registrant, in the City of Philadelphia and the Commonwealth of Pennsylvania, on
the 20th day of March, 2000.
ARMADA FUNDS
Registrant
*Robert D. Neary
---------------------------------
Trustee and Chairman of the Board
Robert D. Neary
As required by the Securities Act of 1933, as amended, this registration
statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
- --------- ----- ----
*John Leven Treasurer March 20, 2000
- -----------------------------
John Leven
*Leigh Carter Trustee March 20, 2000
- -----------------------------
Leigh Carter
*John F. Durkott Trustee March 20, 2000
- -----------------------------
John F. Durkott
*Robert J. Farling Trustee March 20, 2000
- -----------------------------
Robert J. Farling
*Richard W. Furst Trustee March 20, 2000
- -----------------------------
Richard W. Furst
*Gerald Gherlein Trustee March 20, 2000
- -----------------------------
Gerald Gherlein
*Herbert Martens President and Trustee March 20, 2000
- -----------------------------
Herbert Martens
*Robert D. Neary Trustee and Chairman March 20, 2000
- ----------------------------- of the Board
Robert D. Neary
*J. William Pullen Trustee March 20, 2000
- -----------------------------
J. William Pullen
*By: /s/ W. Bruce McConnel, III
--------------------------
W. Bruce McConnel, III
Attorney-in-Fact
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ARMADA FUNDS
CERTIFICATE OF SECRETARY
The following resolution was duly adopted by the Board of Trustees of
Armada Funds on July 21, 1999 and remains in effect on the date hereof:
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 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.
ARMADA FUNDS
By: /s/ W. Bruce McConnel, III
--------------------------
W. Bruce McConnel, III
Secretary
Dated: March 20, 2000
<PAGE> 16
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, John H.
Leven, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, 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 he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: July 14, 1999
/s/ John H. Leven
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John H. Leven
<PAGE> 17
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Leigh
Carter, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, 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 he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: September 17, 1997
/s/ Leigh Carter
- ---------------------
Leigh Carter
<PAGE> 18
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, John F.
Durkott, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, 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 he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: September 17, 1997
/s/ John F. Durkott
- --------------------------
John F. Durkott
<PAGE> 19
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Robert
J. Farling, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, 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 he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: November 19, 1997
/s/ Robert J. Farling
- --------------------------
Robert J. Farling
<PAGE> 20
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Richard
W. Furst, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, 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 he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: September 17, 1997
/s/ Richard W. Furst
- --------------------------
Richard W. Furst
<PAGE> 21
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Gerald
L. Gherlein, hereby constitutes and appoints Herbert R. Martens, Jr. and W.
Bruce McConnel, III, his true and lawful attorneys, to execute in his name,
place, and stead, in his capacity as Trustee or officer, or both, of Armada
Funds, the Registration Statement and any amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and said attorneys shall have full power and
authority to do and perform in his name and on his behalf, 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 he might or could do in
person, said acts of said attorneys being hereby ratified and approved.
DATED: September 17, 1997
/s/ Gerald L. Gherlein
- ------------------------------
Gerald L. Gherlein
<PAGE> 22
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Herbert
R. Martens, Jr. , hereby constitutes and appoints W. Bruce McConnel, III, his
true and lawful attorney, to execute in his name, place, and stead, in his
capacity as Trustee or officer, or both, of Armada Funds, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorney shall have full power and authority to do and
perform in his name and on his behalf, 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 he might or could do in person, said acts of said
attorney being hereby ratified and approved.
DATED: September 17, 1997
/s/ Herbert R. Martens, Jr.
- ---------------------------
Herbert R. Martens, Jr.
<PAGE> 23
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, Robert
D. Neary, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, 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 he might or could do in person, said acts of
said attorneys being hereby ratified and approved.
DATED: September 17, 1997
/s/ Robert D. Neary
- --------------------------------
Robert D. Neary
<PAGE> 24
ARMADA FUNDS
POWER OF ATTORNEY
-----------------
Know All Men by These Presents, that the undersigned, J.
William Pullen, hereby constitutes and appoints Herbert R. Martens, Jr. and W.
Bruce McConnel, III, his true and lawful attorneys, to execute in his name,
place, and stead, in his capacity as Trustee or officer, or both, of Armada
Funds, the Registration Statement and any amendments thereto and all instruments
necessary or incidental in connection therewith, and to file the same with the
Securities and Exchange Commission; and said attorneys shall have full power and
authority to do and perform in his name and on his behalf, 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 he might or could do in
person, said acts of said attorneys being hereby ratified and approved.
DATED: September 17, 1997
/s/ J. William Pullen
- --------------------------
J. William Pullen
