DRAFT
FOR DISCUSSION PURPOSES ONLY
EXHIBIT (H)(8)
CO-ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
THIS AGREEMENT is made as of April 1, 2003 by and among PFPC Inc., a
Massachusetts corporation ("PFPC"), National City Bank ("NCB"), a national
banking association (together with PFPC, the "Co-Administrators"), and Armada
Funds and The Armada Advantage Fund, each a Massachusetts business trust (each a
"Fund" and together the "Funds").
W I T N E S S E T H:
WHEREAS, each Fund is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, each Fund wishes to retain PFPC and NCB to provide
co-administration and accounting services to its investment portfolios listed on
Exhibit A attached hereto and made a part hereof, as such Exhibit A may be
amended from time to time (each a "Portfolio"), and each of PFPC and NCB wishes
to furnish such services.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, and intending to be legally bound hereby the parties
hereto agree as follows:
1. DEFINITIONS. AS USED IN THIS AGREEMENT:
(a) "1933 Act" means the Securities Act of 1933, as amended.
(b) "1934 Act" means the Securities Exchange Act of 1934, as amended.
(c) "Authorized Person" means any officer of a Fund and any other
person duly authorized by the Fund's Board of Directors or Trustees
to give Oral Instructions and Written Instructions on behalf of the
Fund. An Authorized Person's scope of authority may be limited by
setting forth such limitation in a written document
signed by both parties hereto.
(d) "CEA" means the Commodities Exchange Act, as amended.
(e) "Co-Administrators" means PFPC and NCB, collectively, and
"Co-Administrator" means PFPC or NCB, individually.
(f) "Oral Instructions" mean oral instructions received by a
Co-Administrator from an Authorized Person or from a person
reasonably believed by the Co-Administrator to be an Authorized
Person. A Co-Administrator may, in its sole discretion in each
separate instance, consider and rely upon instructions it receives
from an Authorized Person via electronic mail as Oral Instructions.
(g) "SEC" means the Securities and Exchange Commission.
(h) "Securities Laws" means the 1933 Act, the 1934 Act, the 1940 Act
and the CEA.
(i) "Shares" means the shares of beneficial interest of any series or
class of a Fund.
(j) "Written Instructions" mean (i) written instructions signed by an
Authorized Person and received by a Co-Administrator or (ii) trade
instructions transmitted (and received by a Co-Administrator) by
means of an electronic transaction reporting system access to which
requires use of a password or other authorized identifier. The
instructions may be delivered by hand, mail, tested telegram,
cable, telex or facsimile sending device.
2. APPOINTMENT. Each Fund hereby appoints PFPC and NCB to provide
co-administration and accounting services to each of its Portfolios, in
accordance with the terms set forth in this Agreement. Each of PFPC and
NCB accepts such appointment and agrees to furnish such services.
3. DELIVERY OF DOCUMENTS. Each Fund has provided or, where applicable,
will provide the
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Co-Administrators with the following:
(a) at a Co-Administrator's request, certified or authenticated copies
of the resolutions of the Fund's Board of Directors or Trustees,
approving the appointment of a Co-Administrator or its affiliates
to provide services to each Portfolio and approving this Agreement;
(b) a copy of the Fund's most recent effective registration statement;
(c) a copy of each Portfolio's advisory agreement or agreements; and
(d) copies (certified or authenticated, where applicable) of any and
all amendments or supplements to the foregoing.
4. COMPLIANCE WITH RULES AND REGULATIONS.
Each Co-Administrator undertakes to comply with all applicable
requirements of the Securities Laws, and any laws, rules and
regulations of governmental authorities having jurisdiction with
respect to it and the duties to be performed by it hereunder. Except as
specifically set forth herein, a Co-Administrator assumes no
responsibility for such compliance by a Fund or other entity. In
addition, neither Co-Administrator assumes any responsibility for such
compliance by the other Co-Administrator.
5. INSTRUCTIONS.
(a) Unless otherwise provided in this Agreement, a Co-Administrator
shall act only upon Oral Instructions or Written Instructions.
(b) A Co-Administrator shall be entitled to rely upon any Oral
Instruction or Written Instruction it receives from an Authorized
Person (or from a person reasonably believed by a Co-Administrator
to be an Authorized Person) pursuant to this Agreement. A
Co-Administrator may assume that any Oral Instruction or Written
Instruction received hereunder is not in any way inconsistent with
the provisions of organizational documents or this Agreement or of
any vote, resolution or
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proceeding of the Fund's Board of Trustees or of the Fund's
shareholders, unless and until a Co-Administrator receives Written
Instructions to the contrary.
(c) Each Fund agrees to forward to a Co-Administrator Written
Instructions confirming Oral Instructions (except where such Oral
Instructions are given by a Co-Administrator or its affiliates) so
that the Co-Administrator receives the Written Instructions by the
close of business on the same day that such Oral Instructions are
received. The fact that such confirming Written Instructions are
not received by the Co-Administrator or differ from the Oral
Instructions shall in no way invalidate the transactions or
enforceability of the transactions authorized by the Oral
Instructions or such Co-Administrator's ability to rely upon such
Oral Instructions.
6. RIGHT TO RECEIVE ADVICE.
(a) ADVICE OF THE FUNDS. If a Co-Administrator is in doubt as to any
action it should or should not take, it may request directions or
advice, including Oral Instructions or Written Instructions, from
the relevant Fund.
(b) ADVICE OF COUNSEL. If a Co-Administrator shall be in doubt as to
any question of law pertaining to any action it should or should
not take, it may request advice from counsel of its own choosing
(who may be counsel for a Fund, a Fund's investment adviser or
either Co-Administrator, at the option of the Co-Administrator).
(c) CONFLICTING ADVICE. In the event of a conflict between directions
or advice or Oral Instructions or Written Instructions a
Co-Administrator receives from a Fund and the advice it receives
from counsel, a Co-Administrator may rely upon and follow
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the advice of counsel.
(d) PROTECTION OF THE CO-ADMINISTRATORS. A Co-Administrator shall be
indemnified by each Fund and without liability for any action it
takes or does not take in reliance upon directions or advice or
Oral Instructions or Written Instructions a Co-Administrator
receives from or on behalf of the Fund or from counsel and which a
Co-Administrator believes, in good faith, to be consistent with
those directions or advice and Oral Instructions or Written
Instructions. Nothing in this section shall be construed so as to
impose an obligation upon a Co-Administrator (i) to seek such
directions or advice or Oral Instructions or Written Instructions,
or (ii) to act in accordance with such directions or advice or Oral
Instructions or Written Instructions.
7. RECORDS; VISITS.
(a) The books and records pertaining to the Funds and the Portfolios
which are in the possession or under the control of a
Co-Administrator shall be the property of the appropriate Fund.
Such books and records shall be prepared and maintained as required
by the 1940 Act and other applicable securities laws, rules and
regulations. The Funds and Authorized Persons shall have access to
such books and records at all times during the relevant
Co-Administrator's normal business hours. Upon the reasonable
request of a Fund, copies of any such books and records shall be
provided by the relevant Co-Administrator to the Fund or to an
Authorized Person, at that Fund's expense.
(b) The Co-Administrators shall keep the following records:
(i) all books and records with respect to each Portfolio's
books of account;
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(ii) records of each Portfolio's securities transactions;
and
(iii) all other books and records as such Co-Administrator is
required to maintain pursuant to Rule 31a-1 of the 1940
Act in connection with the services provided hereunder.
8. CONFIDENTIALITY. Each party shall keep confidential any information
relating to the other parties' business ("Confidential Information").
Confidential Information shall include (a) any data or information that
is competitively sensitive material, and not generally known to the
public, including, but not limited to, information about product plans,
marketing strategies, finances, operations, customer relationships,
customer profiles, customer lists, sales estimates, business plans, and
internal performance results relating to the past, present or future
business activities of the Funds, PFPC or NCB, their respective
subsidiaries and affiliated companies and the customers, clients and
suppliers of any of them; (b) any scientific or technical information,
design, process, procedure, formula, or improvement that is
commercially valuable and secret in the sense that its confidentiality
affords the Funds, PFPC or NCB a competitive advantage over its
competitors; (c) all confidential or proprietary concepts,
documentation, reports, data, specifications, computer software, source
code, object code, flow charts, databases, inventions, know-how, and
trade secrets, whether or not patentable or copyrightable; and (d)
anything designated as confidential. Notwithstanding the foregoing,
information shall not be subject to such confidentiality obligations if
it: (a) is already known to the receiving party at the time it is
obtained; (b) is or becomes publicly known or available through no
wrongful act of the receiving party; (c) is rightfully received from a
third party who, to the best of the receiving party's knowledge, is not
under a duty of confidentiality; (d) is
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released by the protected party to a third party without restriction;
(e) is required to be disclosed by the receiving party pursuant to a
requirement of a court order, subpoena, governmental or regulatory
agency or law (provided the receiving party will provide the other
party written notice of such requirement, to the extent such notice is
permitted); (f) is relevant to the defense of any claim or cause of
action asserted against the receiving party; or (g) has been or is
independently developed or obtained by the receiving party.
9. LIAISON WITH ACCOUNTANTS. A Co-Administrator shall act as liaison with
each Fund's independent public accountants and shall provide account
analyses, fiscal year summaries, and other audit-related schedules with
respect to each Portfolio. A Co-Administrator shall take all reasonable
action in the performance of its duties under this Agreement to assure
that the necessary information is made available to such accountants
for the expression of their opinion, as required by the Funds.
10. CO-ADMINISTRATORS' SYSTEMS. PFPC shall retain title to and ownership of
any and all data bases, computer programs, screen formats, report
formats, interactive design techniques, derivative works, inventions,
discoveries, patentable or copyrightable matters, concepts, expertise,
patents, copyrights, trade secrets, and other related legal rights
utilized by PFPC in connection with the services provided by PFPC to
the Funds.
NCB shall retain title to and ownership of those data bases, computer
programs, screen formats, report formats, interactive design
techniques, derivative works, inventions, discoveries, patentable or
copyrightable matters, concepts, expertise, patents, copyrights, trade
secrets, and other related legal rights provided by NCB in connection
with the services provided by NCB to the Funds.
11. DISASTER RECOVERY. A Co-Administrator shall enter into and shall
maintain in effect with
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appropriate parties one or more agreements making reasonable provisions
for emergency use of electronic data processing equipment to the extent
appropriate equipment is available. In the event of equipment failures,
such Co-Administrator shall, at no additional expense to the Funds,
take reasonable steps to minimize service interruptions. A
Co-Administrator shall have no liability with respect to the loss of
data or service interruptions caused by equipment failure, provided
such loss or interruption is not caused by such Co-Administrator's own
willful misfeasance, bad faith, negligence or reckless disregard of its
duties or obligations under this Agreement.
12. COMPENSATION. As compensation for services rendered by the
Co-Administrators during the term of this Agreement, each Fund, on
behalf of its respective Portfolio, will pay to the Co-Administrators a
fee or fees, and reimburse the Co-Administrators for out-of-pocket
expenses, as may be agreed to in writing by the Funds and the
respective Co-Administrators.
13. INDEMNIFICATION. Each Fund, on behalf of its Portfolios, agrees to
indemnify, defend and hold harmless each Co-Administrator and its
affiliates, including their respective officers, directors, agents and
employees from all taxes, charges, expenses, assessments, claims and
liabilities (including, without limitation, attorneys' fees and
disbursements and liabilities arising under the Securities Laws and any
state and foreign securities and blue sky laws) arising directly or
indirectly from any action or omission to act which a Co-Administrator
takes in connection with the provision of services to the Fund. Neither
a Co-Administrator, nor any of its affiliates, shall be indemnified
against any liability (or any expenses incident to such liability)
caused by that Co-Administrator's or its affiliates' own willful
misfeasance, bad faith, negligence or reckless disregard in the
performance of
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the Co-Administrator's activities under this Agreement. Any amounts
payable by a Fund hereunder shall be satisfied only against the
relevant Portfolio's assets and not against the assets of any other
investment portfolio of either Fund. The provisions of this Section 13
shall survive termination of this Agreement.
14. RESPONSIBILITY OF THE CO-ADMINISTRATORS.
(a) A Co-Administrator shall be under no duty to take any action
hereunder on behalf of a Fund or any Portfolio except as
specifically set forth herein or as may be specifically agreed to
by the relevant Co-Administrator and the relevant Fund in a written
amendment hereto. A Co-Administrator shall be obligated to exercise
care and diligence in the performance of its duties hereunder and
to act in good faith in performing services provided for under this
Agreement and the service level standards set forth in Exhibit C
attached hereto. A Co-Administrator shall be liable only for any
damages arising out of its own failure to perform its duties under
this Agreement to the extent such damages arise out of its own
willful misfeasance, bad faith, negligence or reckless disregard of
such duties.
(b) Notwithstanding anything in this Agreement to the contrary, (i) a
Co-Administrator shall not be liable for losses, delays, failure,
errors, interruption or loss of data occurring directly or
indirectly by reason of circumstances beyond its reasonable
control, including without limitation acts of God; action or
inaction of civil or military authority; public enemy; war;
terrorism; riot; fire; flood; sabotage; epidemics; labor disputes;
civil commotion; interruption, loss or malfunction of utilities,
transportation, computer or communications capabilities;
insurrection; elements of nature; or non-performance by a third
party; and (ii) a Co-
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Administrator shall not be under any duty or obligation to inquire
into and shall not be liable for the validity or invalidity,
authority or lack thereof, or truthfulness or accuracy or lack
thereof, of any instruction, direction, notice, instrument or other
information which a Co-Administrator reasonably believes to be
genuine.
(c) Notwithstanding anything in this Agreement to the contrary, (i)
neither a Co-Administrator nor its affiliates shall be liable for
any consequential, special or indirect losses or damages, whether
or not the likelihood of such losses or damages was known by such
Co-Administrator or its affiliates and (ii) a Co-Administrator's
cumulative liability to the Funds for all losses, claims, suits,
controversies, breaches or damages for any cause whatsoever
(including but not limited to those arising out of or related to
this Agreement) and regardless of the form of action or legal
theory shall not exceed the lesser of $100,000 or the fees received
by a Co-Administrator for services provided hereunder during the 12
months immediately prior to the date of such loss or damage.
(d) No party may assert a cause of action against a Co-Administrator or
any of its affiliates that allegedly occurred more than 12 months
immediately prior to the filing of the suit (or, if applicable,
commencement of arbitration proceedings) alleging such cause of
action.
(e) Each party shall have a duty to mitigate damages for which the
other party may become responsible.
(f) The provisions of this Section 14 shall survive termination of this
Agreement.
(g) Notwithstanding anything in this Agreement to the contrary, a
Co-Administrator shall have no liability either for any error or
omission of the other Co-Administrator or any of their predecessors
as servicer on behalf of a Fund or for any failure to discover any
such error or omission.
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15. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.
The Co-Administrators will perform the following accounting services
with respect to each Portfolio:
(i) Journalize investment, capital share and income and expense
activities;
(ii) Verify investment buy/sell trade tickets when received from
the investment adviser for a Portfolio (the "Adviser");
(iii) Maintain individual ledgers for investment securities;
(iv) Maintain historical tax lots for each security;
(v) Reconcile cash and investment balances of the Fund with the
Custodian, and provide the Adviser with the beginning cash
balance available for investment purposes;
(vi) Update the cash availability throughout the day as required by
the Adviser;
(vii) Post to and prepare the Statement of Assets and Liabilities
and the Statement of Operations;
(viii) Calculate various contractual expenses (E.G., advisory and
custody fees);
(ix) Monitor the expense accruals and notify Fund management of any
proposed adjustments;
(x) Control all disbursements and authorize such disbursements
upon Written Instructions;
(xi) Calculate capital gains and losses;
(xii) Determine net income;
(xiii) Obtain security market quotes from independent pricing
services approved by the Adviser, or if such quotes are
unavailable, then obtain such prices from the Adviser, and in
either case calculate the market value of each Portfolio's
Investments;
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(xiv) Transmit to or make available a copy of the daily portfolio
valuation to the Adviser;
(xv) Compute net asset value;
(xvi) As appropriate, compute yields, total return, expense ratios,
portfolio turnover rate, and, if required, portfolio average
dollar-weighted maturity; and
(xvii) Convert monthly summaries of historical capital stock
transactions and provide a monthly net change in net asset
report.
16. DESCRIPTION OF FINANCIAL ADMINISTRATION SERVICES ON A CONTINUOUS BASIS.
The Co-Administrators will perform the following financial
administration services with respect to each Portfolio:
(i) Supply various normal and customary Portfolio statistical data
as requested on an ongoing basis;
(ii) Monitor, to the extent information is available to such
Co-Administrator, the accuracy of statistical information
delivered to third-party statistical agencies by the
Co-Administrator;
(iii) Prepare for execution and file each Fund's Federal and state
tax returns;
(iv) Prepare and file with the SEC the Fund's annual and
semi-annual shareholder reports;
(v) Assist in the preparation of registration statements and other
filings relating to the registration of Shares;
(viii) Monitor each Portfolio's status as a regulated investment
company under Sub-chapter M of the Internal Revenue Code of
1986, as amended;
(viii) Coordinate contractual relationships and communications
between the Fund and its contractual service providers;
(viii) Monitor the Fund's compliance with the amounts and conditions
of each state qualification;
(ix) Perform accounting services required for the Trustees Deferred
Compensation Plan;
(x) With respect to PFPC only, provide an officer to serve as
Treasurer of the Funds; and
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(xi) Prepare monthly expense budgets in accordance with Fund
Management specifications.
(xii) Monitor indices and halted securities and communicate to Fair
Value Committee those issues that trigger the potential for
security fair valuation within the procedures established by
the Fair Value Committee.
17. DESCRIPTION OF REGULATORY ADMINISTRATION SERVICES ON A
CONTINUOUS BASIS.
The Co-Administrators will perform the following regulatory
administration services with respect to each Portfolio:
(i) Prepare, coordinate with the Fund's counsel Post-Effective
Amendments to each Fund's Registration Statement, and
coordinate with the Fund's financial printer to make such
filings with the SEC;
(ii) Assist in obtaining the fidelity bond and directors' and
officers'/errors and omissions insurance policies for the
Funds in accordance with the requirements of Rule 17g-1 and
17d-1 (d) (7) under the 1940 Act as such bond and policies are
approved by each Fund's Board of Trustees;
(iii) File each Fund's fidelity bond with the SEC and monitor each
Fund's assets to assure adequate fidelity bond coverage is
maintained;
(iv) Draft agendas, resolutions and materials for quarterly and
special Board meetings;
(v) Coordinate the preparation, assembly and mailing of Board
materials;
(vi) Attend Board meetings (and make presentations at such
meetings as appropriate); draft minutes of such meetings;
(vii) Maintain each Fund's corporate calendar to assure compliance
with various filing and Board approval deadlines;
(viii) Mail to appropriate parties the personal securities
transaction quarterly reporting forms under each Fund's Code
of Ethics pursuant to Rule 17j-1 under the 1940 Act;
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(ix) Maintain the Fund's files; and
(x) Assist in monitoring regulatory developments which may affect
the Funds; assist in counseling the Funds with respect to
regulatory examinations; and work with each Fund's counsel in
connection with routine regulatory matters.
18. DURATION AND TERMINATION.
(a) This Agreement shall be effective on the date first above written
and shall continue in effect for an initial period of three (3)
years. Thereafter, this Agreement shall continue automatically for
successive terms of one (1) year; provided however, that this
Agreement may be terminated at the end of the initial period or any
subsequent date by the Funds or by a Co-Administrator on ninety
(90) days' prior written notice to the other parties. In the event
a Fund gives notice of termination, all expenses associated with
movement (or duplication) of records and materials and conversion
thereof to a successor accounting and administration services
agent(s) (and any other service provider(s)), and all trailing
expenses incurred by the Co-Administrators, will be borne by the
Fund. In the event this Agreement is terminated by one, but not
both Funds, this Agreement shall remain in full force and effect
with respect to the non-terminating Fund.
(b) If a party hereto fails in any material respect to perform its
duties and obligations hereunder (a "Defaulting Party"), the other
party (the "Non-Defaulting Party") may give written notice thereof
to the Defaulting Party, and if such material
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breach shall not have been remedied within thirty (30) days after
such written notice is given, then the Non-Defaulting Party may
terminate this Agreement by giving thirty (30) days written notice
of such termination to the Defaulting Party. Termination of this
Agreement by the Non-Defaulting Party shall not constitute a waiver
of any other rights or remedies with respect to obligations of the
parties prior to such termination or rights of PFPC to be
reimbursed for out-of-pocket expenses. In all cases, termination by
the Non-Defaulting Party shall not constitute a waiver by the
Non-Defaulting Party of any other rights it might have under this
Agreement or otherwise against the Defaulting Party.
(b) NOTICES. Notices shall be addressed (a) if to PFPC, at 000 Xxxxxxxx
Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: President; (b) if
to a Fund or NCB, at National City Bank, 0000 Xxxx Xxxxx Xxxxxx,
Xxxxxxxxx Xxxx 00000, with a copy to W. Xxxxx XxXxxxxx, III,
Esquire, Drinker Xxxxxx & Xxxxx, LLP, One Xxxxx Square, 18th &
Cherry Streets, Philadelphia, Pennsylvania 19103 or (c) if to
neither of the foregoing, at such other address as shall have been
given by like notice to the sender of any such notice or other
communication by the other party. If notice is sent by confirming
telegram, cable, telex or facsimile sending device, it shall be
deemed to have been given immediately. If notice is sent by
first-class mail, it shall be deemed to have been given three days
after it has been mailed. If notice is sent by messenger, it shall
be deemed to have been given on the day it is delivered.
(c) AMENDMENTS. This Agreement, or any term thereof, may be changed or
waived only by written amendment, signed by the party against whom
enforcement of such
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change or waiver is sought.
(d) ASSIGNMENT. PFPC may assign its rights hereunder to any
majority-owned direct or indirect subsidiary of PFPC or of The PNC
Financial Services Group, Inc., provided that PFPC gives NCB and
the Funds 30 days' prior written notice of such.
22. COUNTERPARTS. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.
23. FURTHER ACTIONS. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the
purposes hereof.
24. MISCELLANEOUS.
(a) Notwithstanding anything in this Agreement to the contrary, each
Fund agrees not to make any modifications to its registration
statement or adopt any policies which would affect materially the
obligations or responsibilities of a Co-Administrator hereunder
without the prior written approval of a Co-Administrator, which
approval shall not be unreasonably withheld or delayed.
(b) Except as expressly provided in this Agreement, a Co-Administrator
hereby disclaims all representations and warranties, express or
implied, made to the Funds or any other person, including, without
limitation, any warranties regarding quality, suitability,
merchantability, fitness for a particular purpose or otherwise
(irrespective of any course of dealing, custom or usage of trade),
of any services or any goods provided incidental to services
provided under this Agreement. A Co-Administrator disclaims any
warranty of title or non-infringement except as otherwise set forth
in this Agreement.
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(c) This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and
understandings relating to the subject matter hereof, provided that
the parties may embody in one or more separate documents their
agreement, if any, with respect to delegated duties. The captions
in this Agreement are included for convenience of reference only
and in no way define or delimit any of the provisions hereof or
otherwise affect their construction or effect. Notwithstanding any
provision hereof, the services of a Co-Administrator are not, nor
shall they be, construed as constituting legal advice or the
provision of legal services for or on behalf of the Funds or any
other person.
(d) This Agreement shall be deemed to be a contract made in Delaware
and governed by Delaware law, without regard to principles of
conflicts of law.
(e) 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 permitted assigns.
(f) The facsimile signature of any party to this Agreement shall
constitute the valid and binding execution hereof by such party.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
PFPC INC.
By:
Xxxx X. Xxxxxxx
Senior Vice President
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National City Bank
BY:
NAME:
TITLE:
Armada Funds
BY:
NAME:
TITLE:
The Armada Advantage Fund
BY:
NAME:
TITLE:
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EXHIBIT A
THIS EXHIBIT A, dated as of April 1, 2003 is Exhibit A to that certain
Co-Administration and Accounting Services Agreement dated as of April 1, 2003
among PFPC Inc., National City Bank, the Armada Funds, and The Armada Advantage
Funds.
ARMADA FUNDS
PORTFOLIOS
Money Market Fund
Government Money Market Fund
Treasury Money Market Fund
Treasury Plus Money Market Fund
Tax Exempt Money Market Fund
Ohio Municipal Money Market Fund
Pennsylvania Tax Exempt Money Market Fund
Intermediate Bond Fund
Equity Growth Fund
Ohio Tax Exempt Bond Fund
Limited Maturity Bond Fund
Total Return Advantage Fund
Small Cap Value Fund
Large Cap Value Fund
Pennsylvania Municipal Bond Fund
Bond Fund
GNMA Fund
International Equity Fund
Small Cap Growth Fund
Core Equity Fund
Equity Index Fund
Balanced Allocation Fund
National Tax Exempt Bond Fund
Tax Managed Equity Fund
Mid Cap Growth Fund
Large Cap Ultra Fund
U.S. Government Income Fund
Michigan Municipal Bond Fund
Aggressive Allocation Fund
Conservative Allocation Fund
Small/Mid Cap Value Fund
UA Emerging Market
UA International
UA Large Cap Ultra
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UA Large Cap Value
UA Real Estate
UA Small Cap Growth
UA Small Cap Value
UA High Yield Bond
UA Short Duration
UA U.S. Government Income
UA Money Market
Short Duration Bond Fund
THE ARMADA ADVANTAGE FUND
PORTFOLIOS
Armada Advantage Bond Fund
Armada Advantage Mid Cap Growth Fund
Armada Advantage Small Cap Growth Fund
Armada Advantage International Equity Fund
Armada Advantage Equity Growth Fund
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EXHIBIT B
PFPC DATAPATH ACCESS SERVICES
1. PFPC SERVICES
PFPC shall:
(a) Provide internet access to PFPC's DataPath ("DataPath") at
XXX.XXXXXXXXXXXX.XXX or other site operated by PFPC (the
"Site") for Fund portfolio data otherwise supplied by PFPC to
Fund service providers via other electronic and manual
methods. Types of information to be provided on the Site
include: (i) data relating to portfolio securities, (ii)
general ledger balances and (iii) net asset value-related
data, including NAV and net asset, distribution and yield
detail (collectively, the "Accounting Services");
(b) Supply each of the Authorized Persons ("Users") with a logon
ID and Password;
(c) Provide to Users access to the information listed in
subsection (a) above using standard inquiry tools and reports.
With respect to the Accounting Services, Authorized Users will
be able to modify standard inquiries to develop user-defined
inquiry tools; however, PFPC will review computer costs for
running user-defined inquiries and may assess surcharges for
those requiring excessive hardware resources. In addition,
costs for developing significant custom reports or
enhancements are not included in the fees set forth in Section
12 of the Agreement and will be billed separately;
(d) Utilize a form of encryption that is generally available to
the public in the U.S. for standard internet browsers and
establish, monitor and verify firewalls and other security
features (commercially reasonable for this type of information
and these types of users) and exercise commercially reasonable
efforts to attempt to maintain the security and integrity of
the Site; and
(e) Monitor the telephone lines involved in providing the
Accounting Services and inform the Funds promptly of any
malfunctions or service interruptions.
1. DUTIES OF THE FUNDS, NCB AND THE USERS
The Funds, NCB and/or the Users, as appropriate, shall:
(a) Provide and maintain a web browser supporting Secure Sockets
Layer 128-bit encryption; and
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(b) Keep logon IDs and passwords confidential and notify PFPC
immediately in the event that a logon ID or password is lost,
stolen or if you have reason to believe that the logon ID and
password are being used by an unauthorized person.
3. STANDARD OF CARE; LIMITATIONS OF LIABILITY
(a) Each Fund and NCB acknowledges that the Internet is an "open,"
publicly accessible network and not under the control of any
party. PFPC's provision of Accounting Services is dependent
upon the proper functioning of the Internet and services
provided by telecommunications carriers, firewall providers,
encryption system developers and others. Each Fund and NCB
agrees that PFPC shall not be liable in any respect for the
actions or omissions of any third party wrongdoers (i.e.,
hackers not employed by such party or its affiliates) or of
any third parties involved in the Accounting Services and
shall not be liable in any respect for the selection of any
such third party, unless that selection constitutes a breach
of PFPC's standard of care set forth in Section 15 of the
Agreement.
(b) Without limiting the generality of the foregoing or limiting
the applicability of any other provision of this Exhibit B or
the Agreement, including Sections 12, 15(a) and 15(b), PFPC
shall not be liable for delays or failures to perform any of
the Accounting Services or errors or loss of data occurring by
reason of circumstances beyond such party's control, which may
include: functions or malfunctions of the internet or
telecommunications services, firewalls, encryption systems or
security devices.
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EXHIBIT C
ARMADA FUNDS
FUND ACCOUNTING SERVICE STANDARDS
1. Number of Accurate NAV's Reported to the Funds' transfer agent (the
"Transfer Agent") divided by the Total Number of NAV's Required to
Report to the Transfer Agent (excluding Money Market Funds): 98%
o "NAV" for this purpose is class net assets divided by total
class shares outstanding. An NAV is not accurate if, upon
recalculation, the change in the reported extended class NAV
is greater than a full xxxxx.
o Each NAV error is treated as and NAV error only once (i.e., if
an error lasts more than one business day before it is
discovered, it is treated as one error and excluded from both
the numerator and denominator in the calculation after the
first day).
2. Number of accurate NAV's Reported to NASDAQ divided by Number of Total
NAV's Required to be Reported to NASDAQ (excluding Money Market Funds):
98%
o NAV for this purpose is class net assets divided by total
class shares outstanding. An NAV is not accurate if, upon
recalculation, the NAV difference is greater than a full
xxxxx.
o Each NAV error is treated as an NAV error only once (i.e., if
an error lasts more than one business day before it is
discovered, it is treated as one error and excluded from both
the numerator and denominator in the calculation after the
first day).
3. Accurate and Timely Cash Availability Reports ("CAR") to Investment
Advisers Divided by Number of Portfolios Requiring Cash Availability
Reporting: 99%
o Timely CAR means, notwithstanding any other clause to the
contrary, delivery by 10:45 a.m. (Eastern Time) for all
Portfolios with the except of the following Portfolios, which
require delivery by 10:15 a.m. (Eastern Time):
Equity Index
International Equity
Ohio Tax Exempt
Pennsylvania Municipal Bond
Michigan Municipal Bond Fund
National Tax Exempt Fund
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o Accurate CAR means errors controllable by a Co-Administrator
that resulted in an overdraft to the Portfolios.
Note: For purposes of the foregoing calculations, the Portfolios of both Funds
will be aggregated.
2. Number of accurate data elements (NAVs, yields and performance)
delivered to the website divided by the total number of individual data
elements delivered: 98%
o Since these extracts are system generated, a properly approved
NAV would be deemed to be accurately delivered if it were
subsequently realized to be calculated in error. This error
would effect the calculation in #1 above.
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