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EXHIBIT 5(j)
FORM
ARMADA FUNDS
FOREIGN EQUITY FUND
EQUITY INDEX FUND
ADVISORY AGREEMENT
AGREEMENT made as of , 1996 between ARMADA FUNDS, a
Massachusetts business trust, located in Westborough, Massachusetts (the
"Trust") and NATIONAL CITY BANK, located in Cleveland, Ohio, NATIONAL CITY BANK,
COLUMBUS, located in Columbus, Ohio, and NATIONAL CITY BANK, KENTUCKY, located
in Louisville, Kentucky (the "Advisers").
WHEREAS, the Trust is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended ("1940 Act"); and
WHEREAS, the Trust desires to retain the Advisers as investment
advisers to the Foreign Equity and Equity Index Funds (individually, a "Fund"
and collectively, the "Funds");
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed among the parties hereto as follows:
1. DELIVERY OF DOCUMENTS. The Advisers acknowledge that they have
received copies of each of the following:
(a) The Trust's Declaration of Trust, as filed with the
State Secretary of the Commonwealth of Massachusetts
on January 29, 1986, and all amendments thereto (such
Declaration of Trust, as presently in effect and as
it shall from time to time be amended, is herein
called the "Declaration of Trust");
(b) The Trust's Code of Regulations and amendments
thereto (such Code of Regulations, as presently in
effect and as it shall from time to time be amended,
is herein called the "Code of Regulations");
(c) Resolutions of the Trust's Board of Trustees
authorizing the appointment of the Advisers and
approving this Agreement;
(d) The Trust's Notification of Registration on Form N-8A
under the 1940 Act as filed with the Securities and
Exchange Commission ("SEC") on September 26, 1985 and
all amendments thereto;
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(e) The Trust's Registration Statement on Form N-1A under
the Securities Act of 1933, as amended ("1933 Act")
(File No. 33-488) and under the 1940 Act, as filed
with the SEC on September 26, 1985 and all amendments
thereto; and
(f) The Trust's most recent prospectuses and statements
of additional information with respect to the Funds
(such prospectuses and statements of additional
information, as presently in effect, and all
amendments and supplements thereto, are herein called
individually, a "Prospectus", and collectively, the
"Prospectuses").
The Trust will furnish the Advisers from time to time with
execution copies of all amendments of or supplements to the foregoing.
2. SERVICES. The Trust hereby appoints the Advisers to act as
investment advisers to the Funds for the period and on the terms set
forth in this Agreement. Intending to be legally bound, the Advisers
accept such appointment and agree to furnish the services required
herein to the Funds for the compensation hereinafter provided.
Subject to the supervision of the Trust's Board of Trustees,
the Advisers will provide a continuous investment program for each
Fund, including investment research and management with respect to all
securities and investments and cash equivalents in each Fund. The
Advisers will determine from time to time what securities and other
investments will be purchased, retained or sold by each Fund. The
Advisers will provide the services under this Agreement in accordance
with each Fund's investment objective, policies, and restrictions as
stated in the Prospectus and resolutions of the Trust's Board of
Trustees applicable to such Fund.
3. COVENANTS BY ADVISERS. The Advisers agree with respect to the
services provided to each Fund that it:
(a) will comply with all applicable Rules and Regulations
of the SEC and will in addition conduct its
activities under this Agreement in accordance with
other applicable law;
(b) will use the same skill and care in providing such
services as it uses in providing services to
similar fiduciary accounts for which it has
investment responsibilities;
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(c) will not make loans to any person to purchase or
carry shares in the Funds, or make interest-
bearing loans to the Trust or the Funds;
(d) will maintain a policy and practice of conducting
its investment management activities independently
of the Commercial Departments of all banking
affiliates. In making investment recommendations
for the Funds, personnel will not inquire or take
into consideration whether the issuers (or related
supporting institutions) of securities proposed
for purchase or sale for the Funds' accounts are
customers of the Commercial Department. In
dealing with commercial customers, the Commercial
Department will not inquire or take into
consideration whether securities of those
customers are held by the Funds;
(e) will place orders pursuant to its investment
determinations for the Funds either directly with
the issuer or with any broker or dealer. In
placing orders with brokers and dealers the
Advisers will attempt to obtain the best net price
and the most favorable execution of its orders.
Consistent with this obligation, when the
execution and price offered by two or more brokers
or dealers are comparable, the Advisers may, in
their discretion, purchase and sell fund
securities from and to brokers and dealers who
provide the Trust with research advice and other
services. In no instance will fund securities be
purchased from or sold to the Advisers, 440
Financial Distributors, Inc. ("440 Financial") or
an affiliated person of either the Trust, the
Advisers, or 440 Financial unless permitted by an
order of the SEC or applicable rules;
(f) will maintain all books and records with respect to
the securities transactions for the Funds and furnish
the Trust's Board of Trustees such periodic and
special reports as the Board may request; and
(g) will treat confidentially and as proprietary
information of the Trust all records and other
information relative to the Funds and prior,
present or potential shareholders, and will not
use such records and information for any purpose
other than performance of its responsibilities and
duties hereunder (except after prior notification
to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and
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may not be withheld and will be deemed granted where
the Advisers may be exposed to civil or criminal
contempt proceedings for failure to comply, when
requested to divulge such information by duly
constituted authorities, or when so requested by the
Trust).
4. SERVICES NOT EXCLUSIVE. The services furnished by the Advisers
hereunder are deemed not to be exclusive, and the Advisers shall be
free to furnish similar services to others so long as their services
under this Agreement are not impaired thereby.
5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Advisers hereby agree that all records which
they maintain for the Trust are the property of the Trust and further
agree to surrender promptly to the Trust any of such records upon the
Trust's request. The Advisers further agree to preserve for the periods
prescribed by Rule 31a-2 under the 1940 Act the records required to be
maintained by Rule 31a-1 under the 1940 Act.
6. EXPENSES. During the term of this Agreement, the Advisers will pay
all expenses incurred by them in connection with their activities under
this Agreement, other than the cost of securities (including brokerage
commissions, if any) purchased for the Funds.
7. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Trust will pay the Advisers from the
assets belonging to the Funds and the Advisers will accept as full
compensation therefor fees, computed daily and paid monthly, at the
following annual rates: % of the average daily net assets of the
Foreign Equity Fund; and % of the average daily net assets of the
Equity Index Fund.
The fee attributable to each Fund shall be the several (and
not joint or joint and several) obligation of each Fund.
If in any fiscal year the aggregate expenses of a Fund (as
defined under the securities regulations of any state having
jurisdiction over the Fund) exceed the expense limitations of any such
state, the Advisers will reimburse the Trust for such excess expenses
to the extent described in any written undertaking provided by the
Advisers to such state.
8. LIMITATION OF LIABILITY. The Advisers shall not be liable for any
error of judgment or mistake of law or for
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any loss suffered by the Trust in connection with the performance of
this Agreement, except a loss resulting from a breach of fiduciary duty
with respect to the receipt of compensation for services or a loss
resulting from willful misfeasance, bad faith or gross negligence on
the part of the Advisers in the performance of their duties or from
reckless disregard by them of their obligations and duties under this
Agreement.
9. DURATION AND TERMINATION. This Agreement will become effective with
respect to each Fund upon approval of this Agreement by vote of a
majority of the outstanding voting securities of such Fund, and, unless
sooner terminated as provided herein, shall continue in effect until
September 30, 1997. Thereafter, if not terminated, this Agreement shall
continue in effect with respect to a particular Fund for successive
twelve month periods ending on September 30, PROVIDED such continuance
is specifically approved at least annually (a) by the vote of a
majority of those members of the Trust's Board of Trustees who are not
interested persons of any party to this Agreement, cast in person at a
meeting called for the purpose of voting on such approval, and (b) by
the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of the Fund. Notwithstanding the
foregoing, this Agreement may be terminated as to any Fund at any time,
without the payment of any penalty, by the Trust (by the Trust's Board
of Trustees or by vote of a majority of the outstanding voting
securities of the particular Fund), or by the Advisers on 60 days'
written notice. This Agreement will immediately terminate in the event
of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested persons" and
"assignment" shall have the same meaning of such terms in the 1940
Act.)
10. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought. No amendment of
this Agreement shall be effective with respect to a Fund until approved
by vote of a majority of the outstanding voting securities of that
Fund.
11. MISCELLANEOUS. The Advisers expressly agree that notwithstanding
the termination of or failure to continue this Agreement with respect
to a particular Fund, the Advisers shall continue to be legally bound
to provide the services required herein for the other Fund for the
period and on the terms set forth in this Agreement. The captions in
this Agreement are included for convenience of reference only and in no
way define or delimit any of the provisions
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hereof or otherwise affect their construction or effect. If any
provision of this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective
successors and shall be governed by Delaware law.
12. NAMES. 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 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.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
ARMADA FUNDS
By:____________________________
Title:
NATIONAL CITY BANK
By:____________________________
Title:
NATIONAL CITY BANK, COLUMBUS
By:____________________________
Title:
NATIONAL CITY BANK, KENTUCKY
By:____________________________
Title:
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