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Exhibit 9(d)
TRANSFER AGENCY AND SERVICE AGREEMENT
between
ARMADA FUNDS
and
STATE STREET BANK AND TRUST COMPANY
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TABLE OF CONTENTS
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Page
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1. Terms of Appointment; Duties of the Bank.............................. 1
2. Fees and Expenses..................................................... 4
3. Representations and Warranties of the Bank............................ 4
4. Representations and Warranties of the Fund............................ 5
5. Data Access and Proprietary Information............................... 5
6. Indemnification....................................................... 7
7. Standard of Care...................................................... 8
8. Covenants of the Fund and the Bank.................................... 9
9. Termination of Agreement.............................................. 10
10. Additional Funds...................................................... 10
11. Assignment............................................................ 11
12. Amendment............................................................. 11
13. Massachusetts Law to Apply............................................ 11
14. Force Majeure......................................................... 11
15. Consequential Damages................................................. 12
16. Merger of Agreement................................................... 12
17. Limitations of Liability of the Trustees
or Shareholders....................................................... 12
18. Counterparts.......................................................... 12
19. Reproduction of Documents............................................. 12
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TRANSFER AGENCY AND SERVICE AGREEMENT
-------------------------------------
AGREEMENT made as of the 1ST day of March, 1997, by and between Armada Funds, a
business trust, having its principal office and place of business at 000 Xxxx
Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxxxxxxx 00000 (the "Fund"), and STATE STREET BANK
AND TRUST COMPANY, a Massachusetts trust company having its principal office and
place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the
"Bank").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets; and
WHEREAS, the Fund intends to initially offer shares in Armada series, the Armada
Money Market, Fund Institutional, Armada Tax Exempt Fund Institutional, Armada
Government Fund Institutional, Armada Treasury Fund Institutional, Armada Equity
Fund Institutional, Armada Fixed Income Fund Institutional, Armada Ohio Tax
Exempt Fund Institutional, Armada Enhanced Income Fund Institutional, Armada
Equity Income Fund Institutional, Armada Total Return Advantage Fund
Institutional, Armada Mid Cap Regional Fund Institutional, Armada Treasury Fund
Retail, Armada Money Market Fund Retail, Armada Government Fund Retail, Armada
Tax Exempt Fund Retail, Armada Equity Fund Retail, Armada Fixed Income Fund
Retail, Armada Ohio Tax Exempt Fund Retail, Armada Enhanced Income Fund Retail,
Armada Equity Income Fund Retail, Armada Total Return Advantage Fund, Armada Mid
Cap Regional Fund Retail, Armada Pennsylvania Tax Exempt Fund Institutional,
Armada Pennsylvania Municipal Fund Institutional, Armada Intermediate Government
Fund Institutional, GNMA Fund Institutional, Armada Pennsylvania Tax Exempt Fund
Retail, Armada Pennsylvania Municipal Fund Retail, Armada Intermediate
Government Fund Retail, GNMA Fund Retail, Armada Core Equity Fund Institutional,
Armada Equity Index Fund Institutional, Armada Foreign Equity Fund
Institutional, Armada Small Cap Growth Fund Institutional, Armada Inflation
Protected Securities Fund Institutional, Armada Core Equity Fund Retail, Armada
Equity Index Fund Retail, Armada Foreign Equity Fund Retail, Armada Small Cap
Growth Fund Retail and Armada Inflation Protected Securities Fund Retail (each
such series, together with all other series subsequently established by the Fund
and made subject to this Agreement in accordance with Article 10, being herein
referred to as a "Portfolio", and collectively as the "Portfolios");
WHEREAS, the Fund on behalf of the Portfolios desires to appoint the Bank as its
transfer agent, dividend disbursing agent, custodian of certain retirement plans
and agent in connection with certain other activities, and the Bank desires to
accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment; Duties of the Bank
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1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the
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Portfolios, hereby employs and appoints the Bank to act as, and the
Bank agrees to act as its transfer agent for the Fund's authorized and
issued shares of its beneficial interest, $ par value, ("Shares"),
dividend disbursing agent, custodian of certain retirement plans and
agent in connection with any accumulation, open-account or similar
plans provided to the shareholders of each of the respective Portfolios
of the Fund ("Shareholders") and set out in the currently effective
prospectus and statement of additional information ("prospectus") of
the Fund on behalf of the applicable Portfolio, including without
limitation any periodic investment plan or periodic withdrawal program.
1.2 The Bank agrees that it will perform the following services:
(a) In accordance with procedures established from time to time by
agreement between the Fund on behalf of each of the
Portfolios, as applicable and the Bank, the Bank shall:
(i) Receive for acceptance, orders for the purchase of
Shares, and promptly deliver payment and appropriate
documentation thereof to the Custodian of the Fund
authorized pursuant to the Declaration of Trust of
the Fund (the "Custodian") and make proper remittance
of any sales load received by it to the persons
entitled to the same and instructed by the Fund's
distributor;
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account in the event any
check or other order for the transfer of money is
returned unpaid, take such steps as it may deem
appropriate or the Fund may instruct to protect the
Fund and the Bank of financial loss;
(iii) Receive for acceptance redemption requests and
redemption directions and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (1), (ii) and
(iii) above, the Bank shall execute transactions
directly with broker-dealers authorized by the Fund
who shall thereby be deemed to be acting on behalf of
the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over in
the appropriate manner such monies as instructed by
the redeeming Shareholders, their prospectus or the
Fund;
(vi) Effect transfers of Shares by the registered
owners thereof upon receipt of appropriate
instructions;
(vii) Prepare and transmit payments (or where appropriate
credit a Shareholder account) for dividends and
distributions declared by the Fund on behalf of the
applicable Portfolio;
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(viii) Issue replacement certificates for those certificates
alleged to have been lost, stolen or destroyed upon
receipt by the Bank of indemnification satisfactory
to the Bank and protecting the Bank and the Fund, and
the Bank at its option, may issue replacement
certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;
(ix) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(x) Record the issuance of shares of the Fund and
maintain pursuant to SEC Rule 17Ad-10(e) a record of
the total number of shares of the Fund which are
authorized, based upon data provided to it by the
Fund, and issued and outstanding. The Bank shall also
provide the Fund on a regular basis with the total
number of shares which are authorized and issued and
outstanding and shall have no obligation, when
recording the issuance of shares, to monitor the
issuance of such shares or to take cognizance of any
laws relating to the issue or sale of such Shares,
which functions shall be the sole responsibility of
the Fund; and
(xi) Perform any such other services for the Fund as are
described in Schedule A, attached herewith.
(b) In addition to and neither in lieu nor in contravention of the
services set forth in the above paragraph (a), the Bank shall:
(i) perform the customary services of a transfer agent,
dividend disbursing agent, custodian of certain retirement
plans and, as relevant, agent in connection with accumulation,
open-account or similar plans (including without limitation
any periodic investment plan or periodic withdrawal program),
including but not limited to: maintaining all Shareholder
accounts, preparing Shareholder meeting lists, mailing
proxies, mailing Shareholder reports and prospectuses to
current Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by
federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of account to
Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts,
responding to shareholder telephone calls and Shareholder
correspondence, preparing and mailing activity statements for
Shareholders, and providing Shareholder account information
and (ii) provide a system which will enable the Fund to
monitor the total number of Shares sold in each State.
(c) In addition, the Fund shall (i) identify to the Bank in
writing those transactions and assets to be treated as exempt
from blue sky reporting for each State and (ii) verify the
establishment of transactions for each State on the system
prior to activation and thereafter monitor the daily activity
for each State. The responsibility of the Bank for the Fund's
blue sky State registration status is solely limited to the
initial
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establishment of transactions subject to blue sky compliance
by the Fund and the reporting of such transactions to the Fund
as provided above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by agreement
between the Fund on behalf of each Portfolio and the Bank per
the attached service responsibility schedule. The Bank may at
times perform only a portion of these services and the Fund or
its agent may perform these services on the Fund's behalf.
(e) The Bank shall provide additional services on behalf of the
Fund (i.e., escheatment services) which may be agreed upon in
writing between the Fund and the Bank.
2. Fees and Expenses
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2.1 For the performance by the Bank pursuant to this Agreement, the Fund
agrees on behalf of each of the Portfolios to pay the Bank an annual
maintenance fee for each Shareholder account as set out in the initial
fee schedule attached hereto. Such fees and out-of- pocket expenses and
advances identified under Section 2.2 below may be changed from time to
time subject to mutual written agreement between the Fund and the Bank.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees on
behalf of each of the Portfolios to reimburse the Bank for
out-of-pocket expenses, including but not limited to confirmation
production, postage, forms, telephone, microfilm, microfiche,
tabulating proxies, records storage, or advances incurred by the Bank
for the items set out in the fee schedule attached hereto. In addition,
any other expenses incurred by the Bank at the request or with the
consent of the Fund, will be reimbursed by the Fund on behalf of the
applicable Portfolio.
2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees and
reimbursable expenses within thirty days following the receipt of the
respective billing notice. Postage for mailing of dividends, proxies,
Fund reports and other mailings to all shareholder accounts shall be
advanced to the Bank by the Fund at least seven (7) days prior to the
mailing date of such materials.
3. Representations and Warranties of the Bank
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The Bank represents and warrants to the Fund that:
3.1 It is a trust company daily organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws to
enter into and perform this Agreement.
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3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
4. Representations and Warranties of the Fund
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The Fund represents and warrants to the Bank that:
4.1 It is a business trust duly organized and existing and in good standing
under the laws of Massachusetts.
4.2 It is empowered under applicable laws and by its Declaration of Trust
and Code of Regulations to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Declaration of Trust and
Code of Regulations have been taken to authorize it to enter into and
perform this Agreement.
4.4 It is an open-end management investment company registered under the
Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended
on behalf of each of the Portfolios is currently effective and will
remain effective, and appropriate state securities law filings have
been made and will continue to be made, with respect to all Shares of
the Fund being offered for sale.
5. Data Access and Proprietary Information
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5.1 The Fund acknowledges that the data bases, computer programs, screen
formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by the Bank as part of the
Fund's ability to access certain Fund-related data ("Customer Data")
maintained by the Bank on data bases under the control and ownership of
the Bank or other third party ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to the
Bank or other third party. It is understood that Customer Data, which
includes data provided to the Bank by or on behalf of the Fund or
records belonging to the Fund pursuant to Section 31 of the Investment
Company Act of 1940, as amended (and the rules hereunder), will not be
deemed to be Data Access Services or Proprietary Information but
rather, will be deemed to be the property of the Fund. The Fund agrees
to treat all Proprietary Information as proprietary to the Bank and
further agrees that it shall not divulge any Proprietary Information to
any person or organization except as may be provided hereunder. Without
limiting the foregoing, the Fund agrees for itself and its employees
and agents:
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(a) to access Customer Data solely from locations as may be
designated in writing by the Bank and solely in accordance
with the Bank's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform in a timely manner of such
fact and dispose of such information in accordance with the
Bank's instructions;
(d) to refrain from causing or allowing the data acquired
hereunder from being retransmitted to any other computer
facility or other location;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by the Bank to
protect at the Bank's expense the rights of the Bank in
Proprietary Information at common law, under federal copyright
law and under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any earlier termination of this Agreement.
5.2 If the Fund notifies the Bank that any of the Data Access Services do
not operate in material compliance with the most recently issued user
documentation for such services, the Bank shall endeavor in a timely
manner to correct such failure. Organizations from which the Bank may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make
no claim against the Bank arising out of the contents of such
third-party data, including, but not limited to, the accuracy thereof
provided that the Bank will comply with all reasonable requests for
assistance from the Fund in resolving any claim or other discrepancy
the Fund may have with such third-party organizations. DATA ACCESS
SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN
CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS
(PROVIDED THAT THE BANK SHALL CONTINUE TO BE RESPONSIBLE FOR ANY DELAY
IN OR OTHER FAILURE OF PERFORMANCE THAT ARISES AS A RESULT OF A MATTER
REASONABLY WITHIN THE BANK'S CONTROL). THE BANK EXPRESSLY DISCLAIMS ALL
WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
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5.3 If the transactions available to the Fund include the ability to
originate electronic instructions to the Bank in order to (1) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information (such transactions constituting a
"COEFI"), then in such event the Bank shall be entitled to rely on the
validity and authenticity of such instruction without undertaking any
further inquiry as long as such instruction is undertaken in conformity
with security procedures established by the Bank from time to time.
6. Indemnification
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6.1 The Bank shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold the Bank 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 Bank 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.
(b) The Fund's lack of good faith, negligence or willful
misconduct which arise out of the breach of any representation
or warranty of the Fund hereunder.
(c) The reliance on or use by the Bank or its agents or
subcontractors of information, records, documents or services
which (i) are received by the Bank or its agents or
subcontractors, and (ii) 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.
(d) The reliance on, or the carrying out by the Bank or its agents
or subcontractors of any instructions or requests of the Fund
on behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop order
or other determination or ruling by any federal agency or any
state with respect to the offer or sale of such Shares in such
state.
(f) The negotiations and processing of checks made payable to
prospective or existing Shareholders tendered to the Bank for
the purchase of Shares, such checks are commonly known is
"third party checks."
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6.2 At any time the Bank may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by the
Bank under this Agreement, and the Bank and its agents or
subcontractors shall not be liable and shall be indemnified by the Fund
on behalf of the applicable Portfolio for any action taken or omitted
by it in reliance upon such instructions or upon the opinion of such
counsel (provided such counsel is reasonably satisfactory to the Fund).
The Bank, its agents and subcontractors shall be protected and
indemnified in acting upon any paper or document, reasonably believed
to be genuine and to have been signed by the proper person or persons,
or upon any instruction, information, data, records or documents
provided the Bank or its agents or subcontractors by machine readable
input, telex, CRT data entry or other similar means authorized by the
Fund, and shall not be held to have notice of any change of authority
of any person, until receipt of written notice thereof from the Fund.
The Bank, its agents and subcontractors shall also be protected and
indemnified in recognizing stock certificates which are reasonably
believed to bear the proper manual or facsimile signatures of the
officers of the Fund, and the proper countersignature of any former
transfer agent or former registrar, or of a co- transfer agent or
co-registrar.
6.3 In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
6.4 In order that the indemnification provisions contained in this Section
6 shall apply, upon the assertion of a claim for which the Fund may be
required to indemnify the Bank, the Bank 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 Bank in the defense of such claim or to defend
against said claim in its own name or in the name of the Bank. The Bank
shall in no case confess any claim or make any compromise in any case
in which the Fund may be required to indemnify the Bank except with the
Fund's prior written consent.
7. Standard of Care
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The Bank shall at all times act in good faith and agrees to use its
best efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no responsibility
and shall not be liable for loss or damage due to errors unless said
errors are caused by its negligence, bad faith, or willful misconduct
or that of its employees.
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8. Covenants of the Fund and the Bank
----------------------------------
8.1 The Fund shall on behalf of each of the Portfolios promptly furnish to
the Bank the following:
(a) A certified copy of the resolution of the Board of Trustees of
the Fund authorizing the appointment of the Bank and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and Code of Regulations of
the Fund and all amendments thereto.
(c) Copies of each vote of the Board of Trustees of the Fund
designating authorized persons to give instructions to the
Bank.
8.2 The Bank hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
8.3 The Bank shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable as required
by applicable laws, rules and regulations. To the extent required by
Section 31 of the Investment Company Act of 1940, as amended, and the
Rules thereunder, the Bank agrees that all such records prepared or
maintained by the Bank relating to the services to be performed by the
Bank hereunder are the property of the Fund and will be preserved,
maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Fund on and in
accordance with its request. Additionally, the Bank will make
reasonably available to the Fund and its authorized representatives
records maintained by the Bank pursuant to the Agreement for reasonable
inspection, use and audit, and will take reasonable actions to assist
the Fund's independent accountants in rendering their opinions.
8.4 The Bank and the Fund agree that all books, records, information and
data pertaining to the business of the other party which are exchanged
or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law, and
except after prior notification and the written consent of the
non-disclosing party.
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8.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, the Bank will endeavor to notify the
Fund and to secure instructions from an authorized officer of the Fund
as to such inspection. The Bank reserves the right, however, to exhibit
the Shareholder records to any person whenever it is advised by its
counsel that it may be held liable for the failure to exhibit the
Shareholder records to such person provided, however, that in
connection with such disclosure, the Bank shall promptly notify the
Fund that such disclosure has been made or is to be made.
9. Termination of Agreement
------------------------
9.1 This Agreement may be terminated by either party upon sixty (60) days
written notice to the other and may be terminated immediately by the
Fund should the Bank cease to be qualified to act as the Fund's
transfer agent pursuant to applicable law.
9.2 Should either party terminate this Agreement the Bank agrees to
surrender promptly and without charge (except as described in this
Paragraph 9.2) upon the Fund's demand all books, records and files
maintained pursuant to this Agreement. Should the Fund exercise its
right to terminate because of the Bank's failure to materially perform
its obligations under this Agreement or because of errors caused by its
negligence, bad faith or willful misconduct as contemplated in
Paragraph 7 of this Agreement, all out-of-pocket expenses associated
with the movement of records and material will be borne by the Bank on
behalf of the applicable Portfolio(s). In all other instances in which
the Fund may terminate this Agreement, expenses associated with the
movement of records and material will be borne by the Fund on behalf of
the applicable Portfolio(s), and the Bank reserves the right to charge
for any other reasonable out-of-pocket expenses associated with such
termination.
10. Additional Funds
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In the event that the Fund establishes one or more series of Shares in
addition to the Armada Money Market Fund Institutional, Armada Tax
Exempt Fund Institutional, Armada Government Fund Institutional, Armada
Treasury Fund Institutional, Armada Equity Fund Institutional, Armada
Fixed Income Fund Institutional, Armada Ohio Tax Exempt Fund
Institutional, Armada Enhanced Income Fund Institutional, Armada Equity
Income Fund Institutional, Armada Total Return Advantage Fund
Institutional, Armada Mid Cap Regional Fund Institutional, Armada
Treasury Fund Retail, Armada Money Market Fund Retail, Armada
Government Fund Retail, Armada Tax Exempt Fund Retail, Armada Equity
Fund Retail, Armada Fixed Income Fund Retail, Armada Ohio Tax Exempt
Fund Retail, Armada Enhanced Income Fund Retail, Armada Equity Income
Fund Retail, Armada Total Advantage Fund, Armada Mid Cap Regional Fund
Retail, Armada Pennsylvania Tax Exempt Fund Institutional, Armada
Pennsylvania Municipal Fund Institutional, Armada Intermediate
Government Fund Institutional, GNMA Fund Institutional, Armada
Pennsylvania Tax Exempt Fund Retail, Armada Pennsylvania Municipal Fund
Retail, Armada Intermediate Government Fund Retail, GNMA Fund
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Retail, Armada Core Equity Fund Institutional, Armada Equity Index Fund
Institutional, Armada Foreign Equity Fund Institutional, Armada Small
Cap Growth Fund Institutional, Armada Inflation Protected Securities
Fund Institutional, Armada Core Equity Fund Retail, Armada Equity Index
Fund Retail, Armada Foreign Equity Fund Retail, Armada Small Cap Growth
Fund Retail and Armada Inflation Protected Securities Fund Retail with
respect to which it desires to have the Bank render services as
transfer agent under the terms hereof, it shall so notify the Bank in
writing, and if the Bank agrees in writing to provide such services,
such series of Shares shall become a Portfolio hereunder.
11. Assignment
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11.1 Except as provided in Section 11.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
11.3 The Bank may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly
registered as a transfer agent pursuant to Section 17A(c)(2) of the
Securities Exchange Act of 1934, as amended ("Section 17A(c)(2)"), (ii)
a BFDS subsidiary duly registered as a transfer agent pursuant to
Section 17A(c)(2) or (iii) a BFDS affiliate duly registered as a
transfer agent pursuant to section 17-A(c)(1); provided, however, that
the Bank shall be as fully responsible to the Fund for the acts and
omissions of any subcontractor as it is for its own acts and omissions.
12. Amendment
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This Agreement may be amended or modified by a written agreement
executed by both parties and authorized or approved by a resolution of
the Board of Trustees of the Fund.
13. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the Commonwealth
of Massachusetts.
14. Force Majeure
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In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes, equipment
or transmission failure or damage reasonably beyond its control, or
other causes reasonably beyond its control, such party shall not be
liable for damages to the other for any damages resulting from such
failure to perform or otherwise from such causes.
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15. Consequential Damages
---------------------
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act
hereunder.
16. Merger of Agreement
-------------------
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
17. Limitations of Liability of the Trustees and Shareholders
---------------------------------------------------------
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby
given that this instrument is executed on behalf of the Trustees of the
Trust as Trustees and not individually and that the obligations of this
instrument are not binding upon any of the Trustees or Shareholders
individually but are binding only upon the assets and property of the
Fund.
18. Counterparts
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This Agreement may be executed by the parties hereto oil any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
19. Reproduction of Documents
-------------------------
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The
parties hereto each agree that any such reproduction shall be
admissible in evidence as the original itself in any judicial or
administrative proceeding, whether or not the original is in existence
and whether or not such reproduction was made by a party in the regular
course of business, and that any enlargement, facsimile or further
reproduction shall likewise be admissible in evidence.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
ARMADA FUNDS
BY: /s/ Xxxxxx X. Xxxxx
----------------------------------
PRESIDENT
ATTEST:
/s/ Xxxxxx X. Xxxxxxxxx
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STATE STREET BANK AND TRUST COMPANY
BY: /s/ [Illegible]
----------------------------------
Executive Vice President
ATTEST:
/s/ S. Cen
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00
XXXXX XXXXXX XXXX & TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
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Bank Fund
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1. Receives orders for the purchase
of Shares.
2. Issue Shares and hold Shares in
Shareholders accounts.
3. Receive redemption requests.
4. Effect transactions 1-3 above
directly with broker-dealers.
5. Pay over monies to redeeming
Shareholders.
6. Effect transfers of Shares.
7. Prepare and transmit dividends
and distributions.
8. Issue Replacement Certificates.
9. Reporting of abandoned property.
10. Maintain records of account.
11. Maintain and keep a current and
accurate control book for each
issue of securities.
12. Mail proxies.
13. Mail Shareholder reports.
14. Mail prospectuses to current
Shareholders.
15. Withhold taxes on U.S. resident
and non-resident alien accounts.
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Service Performed Responsibility
----------------- --------------
Bank Fund
---- ----
16. Prepare and file U.S. Treasury
Department forms.
17. Prepare and mail account and
confirmation statements for
Shareholders.
18. Provide Shareholder account
information.
19. Blue sky reporting.
* Such services are more fully described in Section 1.2 (a),
(b) and (c) of the Agreement.
ARMADA FUNDS
BY: /s/ Xxxxxx X. Xxxxx
-------------------------------------
PRESIDENT
ATTEST:
/s/ Xxxxxx X. Xxxxxxxxx
-----------------------------
STATE STREET BANK AND TRUST COMPANY
BY: /s/ [Illegible]
-------------------------------------
Executive Vice President
ATTEST:
/s/ S. Cern
----------------------------
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