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EXHIBIT (9)(d)
ADDENDUM NO. 1 TO AMENDED AND RESTATED
TRANSFER AGENCY AND DIVIDEND DISBURSEMENT AGREEMENT
This Addendum, dated as of the ___ day of __________, 1998, is
entered into between ARMADA FUNDS (the "Trust"), a Massachusetts business trust,
located in Oaks, Pennsylvania and STATE STREET BANK AND TRUST COMPANY ("STATE
STREET"), located in Boston, Massachusetts.
WHEREAS, the Trust and STATE STREET have entered into a
Transfer Agency and Service Agreement dated March 1, 1997 (the "Transfer Agency
Agreement"), pursuant to which the Trust appointed STATE STREET to act as
transfer agent and dividend disbursing agent (the "Transfer Agent") to the
Trust's 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 a "Fund");
WHEREAS, Article 10 of the Transfer Agency Agreement provides
that in the event the Trust establishes one or more series of shares with
respect to which it desires to have State Street render services as Transfer
Agent under the terms of the Transfer Agency Agreement, the Trust shall so
notify State Street in writing and if State Street agrees in writing to provide
such
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services, such Series of Shares shall become a Portfolio
hereunder;
WHEREAS, pursuant to Article 10 of the Transfer Agency
Agreement, the Trust has notified State Street that it has established the
National Tax Exempt, Tax Managed Equity, Aggressive Allocation, Balanced
Allocation, Conservative Allocation, Emerging Markets, Mid Cap Growth, Michigan
Municipal Bond and Treasury II Funds; and that it desires to retain State Street
to act as the Transfer Agent therefor, and State Street has notified the Trust
that it is willing to serve as Transfer Agent for each of these Funds.
NOW THEREFORE, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. APPOINTMENT. The Trust hereby appoints State Street to act
as Transfer Agent to the Trust for the National Tax Exempt, Tax Managed Equity,
Aggressive Allocation, Balanced Allocation, Conservative Allocation, Emerging
Markets, Mid Cap Growth, Michigan Municipal Bond and Treasury II Funds for the
period and on the terms set forth in the Transfer Agency Agreement, as amended.
National City hereby accepts such appointment and agrees to render the services
set forth in the Transfer Agency Agreement, as amended, for the compensation
agreed to by the Trust and State Street pursuant to Article 2 of the Transfer
Agency Agreement;
In the event that the Fund establishes one or more series of
Shares in addition to the National Tax Exempt, Tax Managed Equity, Aggressive
Allocation, Balanced Allocation, Conservative Allocation, Emerging Markets, Mid
Cap Growth, Michigan Municipal Bond and Treasury II Funds, the additional series
will be described and set forth on one or more exhibits to this Agreement.
2. COMPENSATION. Article 2 entitled "Fees and
Expenses" in the Transfer Agency Agreement shall be amended to
add the following:
["As compensation for all services rendered by the Bank
pursuant to this Agreement with respect to the Managed Assets
Conservative, Managed Assets Growth, Equity Income, Small-Cap
Opportunity, International Major Markets, Income, International Bond
and Intermediate Municipal Bond Funds, the Trust shall pay to the Bank
$15 annually per account in each such Fund for the preparation of
statements of account, and $1.00 for each confirmation of purchase and
redemption transactions. The Trust shall pay the Bank a monthly charge
of $350 with respect to each Fund for computer equipment and
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services. NBD shall be entitled to receive a minimum annual fee with
respect to each such Fund of $11,000 for its services hereunder. The
Trust will reimburse the Bank for any out-of-pocket expenses for forms
and mailing costs used in performing its functions."]
3. CAPITALIZED TERMS. From and after the date hereof, the
terms "Fund" and "Funds" as used in the Transfer Agency Agreement, as amended,
shall be deemed to include the National Tax Exempt, Tax Managed Equity,
Aggressive Allocation, Balanced Allocation, Conservative Allocation, Emerging
Markets, Mid Cap Growth, Michigan Municipal Bond and Treasury II Funds.
Capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to them in the Transfer Agency Agreement, as amended.
4. MISCELLANEOUS. Except to the extent supplemented hereby,
the Transfer Agency Agreement, as amended, shall remain unchanged and in full
force and effect and is hereby ratified and confirmed in all respects as
supplemented hereby.
IN WITNESS WHEREOF, the undersigned have executed this
Addendum as of the date and year first above written.
ARMADA FUNDS
By: ________________________
President
NATIONAL CITY BANK
By: _______________________
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