EXHIBIT h.9
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SERVICING AGREEMENT
Ladies and Gentlemen:
We wish to enter into this Servicing Agreement with you concerning the
provision of support services to your clients ("Clients") who may from time to
time beneficially own certain classes of shares of beneficial interest of
existing and any future Portfolios offered by Armada Funds (collectively,
"Portfolios"). This Servicing Agreement shall apply to those existing and future
classes of shares of the Portfolios for which shareholder servicing fees may be
payable (collectively, "Shares").
The terms and conditions of this Servicing Agreement are as follows:
SECTION 1. You agree to provide support services to Clients who may
from time to time beneficially own Shares which may include the following:
(i) Aggregating and processing purchase and redemption requests
for Shares from Clients and placing net purchase and
redemption orders with our distributor or transfer agent;
(ii) Providing Clients with a service that invests the assets of
their accounts in Shares pursuant to specific or
pre-authorized instructions;
(iii) Processing dividend payments from us on behalf of Clients and
assisting Clients in changing dividend options, account
designations and addresses;
(iv) Providing information periodically to Clients showing their
positions in Shares;
(v) Arranging for bank wires;
(vi) Responding to Client inquiries relating to the services
performed by you;
(vii) Providing subaccounting with respect to Shares beneficially
owned by Clients or the information to us or our transfer
agent necessary for subaccounting;
(viii) If required by law, forwarding or causing to be forwarded
shareholder communications from us (such as proxies,
shareholder reports, annual and
semi-annual financial statements, and dividend, distribution,
and tax notices) to Clients; and
(ix) Providing such other similar services as we may reasonably
request to the extent you are permitted to do under applicable
statutes, rules, or regulations. Upon request, you will
provide to Clients a schedule of any fees that you may charge
to them relating to the investment of their assets in Shares.
SECTION 2. You will provide such office space and equipment, telephone
facilities, and personnel (which may be any part of the space, equipment, and
facilities currently used in your business, or any personnel employed by you) as
may be reasonably necessary or beneficial in order to provide the aforementioned
services to Clients.
SECTION 3. Neither you nor any of your officers, employees, or agents
are authorized to make any representations concerning us or Shares except those
contained in our then current prospectus of such Shares, copies of which will be
supplied by us to you, or in such supplemental literature or advertising as may
be authorized by us in writing. We agree to indemnify, defend and hold harmless
you, your officers, directors, employees, agents, and affiliates free and
harmless from and against any and all claims, demands, liabilities and expenses,
including legal expenses, which you, your officers, directors, employees,
agents, and affiliates may incur arising out of or based upon any untrue
statement, or alleged untrue statement, of material fact contained in any
registration statement, prospectus, statement of additional information or sales
material, or based upon any omission, or alleged omission, to state a material
fact required to be stated to make the statements contained therein not
misleading.
SECTION 4. For all purposes of this Agreement, you will be deemed to be
an independent contractor, and will have no authority to act as agent for us in
any matter or in any respect. By your written acceptance of this Agreement, you
agree to and do release, indemnify, and hold us harmless from and against any
and all direct or indirect liabilities or losses resulting from requests,
directions, actions, or inactions of or by you or your officers, employees, or
agents regarding your responsibilities hereunder or the purchase, redemption,
transfer, or registration of Shares by or on behalf of Clients, provided that
any such liabilities or losses are the result of willful misfeasance, bad faith
or gross negligence by you or your officers, directors or employees. You and
your employees will, upon request, be available during normal business hours to
consult with us or our designees concerning the performance of your
responsibilities under this Agreement.
SECTION 5. In consideration of the services and facilities provided by
you hereunder, we will pay to you, and you will accept as full payment therefor,
fees at annual rates of up to the percentages set forth in the current
prospectuses and/or statements of additional information for the Portfolios
owned by shareholders for whom you are the dealer of record or holder of record
and with whom you have a servicing relationship pursuant to this Agreement (the
"Clients' Shares"), which fees will be
computed daily and payable monthly. For purposes of determining the fees payable
under this Section 5, the daily net asset value of the Clients' Shares will be
computed in the manner specified in our registration statement (as the same is
in effect from time to time) in connection with the computation of the net asset
value of Shares for purposes of purchases and redemptions. The fee rate provided
for above may be prospectively increased or decreased by us within the
percentage limitations, in our sole discretion, at any time upon notice to you.
Further, we may, in our discretion and without notice, suspend or withdraw the
sale of Shares, including the sale of such Shares to you for the account of any
Client or Clients.
SECTION 6. Any person authorized to direct the disposition of monies
paid or payable by us pursuant to this Agreement will provide to your Board of
Trustees, and our Trustees will review, at least quarterly, a written report of
the amounts so expended and the purposes for which such expenditures were made.
In addition, you will furnish us or our designees with such information as we or
they may reasonably request (including, without limitation, periodic
certifications confirming the provision to Clients of the Services described
herein), and will otherwise cooperate with us and our designees (including,
without limitation, any auditors designated by us), in connection with the
preparation of reports to our Board of Trustees concerning this Agreement and
the monies paid or payable by us pursuant hereto, as well as any other reports
or filings that may be required by law.
SECTION 7. We may enter into other similar Servicing Agreements with
any other person or persons without your consent.
SECTION 8. By your written acceptance of this Agreement, you represent,
warrant, and agree that: (i) to the best of your knowledge, no services provided
by you hereunder will be primarily intended to result in the sale of any Shares;
(ii) the compensation payable to you hereunder, together with any other
compensation you receive from Clients for services contemplated by this
Agreement will be disclosed to clients who will authorize such compensation and
such compensation will be permitted by, and not be excessive or unreasonable
under, the laws and instruments governing your relationship with Clients; and
(iii) in the event an issue pertaining to the Plan is submitted for shareholder
approval, you will vote any shares held for your own account in the same
proportion as the vote of those shares held for your Clients' accounts.
SECTION 9. This Agreement will become effective on the date a fully
executed copy of this Agreement is received by us or our designee. Unless sooner
terminated, this Agreement will continue until September 30, next following the
date of execution, and thereafter will continue automatically for successive
annual periods ending on September 30 of each year, provided such continuance is
specifically approved at least annually by us in the manner described in Section
12 hereof. This Agreement is terminable, without penalty, at any time by us
(which termination may be by vote of a majority of the Disinterested Trustees as
defined in Section 12 hereof) or by you upon notice to the other party hereto.
Termination of this Agreement shall terminate our obligation to pay you any
compensation hereunder.
SECTION 10. All notices and other communications will be duly given if
mailed, telegraphed, telexed, or transmitted by similar telecommunications
device to us at the address shown above and to you at the address shown below.
SECTION 11. This Agreement will be construed in accordance with the
laws of the Commonwealth of Massachusetts and is non-assignable by the parties
hereto.
SECTION 12. This Agreement has been approved by vote of majority of (i)
our Board of Trustees and (ii) those Trustees who are not "interested persons"
(as defined in the Investment Company Act of 1940) of us and have no direct or
indirect financial interest in the operation of the Shareholder Services Plan
adopted by us regarding the provision of support services to the beneficial
owners of Shares or in any agreements related thereto ("Disinterested
Trustees"), cast in person at a meeting called for the purpose of voting on such
approval.
SECTION 13. 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, 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.
If you agree to be legally bound by the provisions of this Agreement,
please sign a copy of this letter where indicated below and promptly return it
to us at the address shown above.
Very truly yours,
ARMADA FUNDS
Date By
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Authorized Officer
Accepted and agreed to:
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Name of Servicing Organization
Date By
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Authorized Officer
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Account Number
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Taxpayer Identification Number
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Dealer Code
Address:
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