ARMADA FUNDS, 485APOS, 1996-05-15

ARMADA FUNDS
485APOS, 1996-05-15

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<PAGE> 1

As filed with the Securities and Exchange Commission on May 15, 1996
Registration No. 33-488/811-4416
===========================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 /x/

POST-EFFECTIVE AMENDMENT NO. 26 /x/

and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /x/

Amendment No. 27 /x/

Armada Funds (formerly known as "NCC Funds")
(Exact Name of Registrant as Specified in Charter)

4400 Computer Drive
Westbourough, Massachusetts 01581
(Address of Principal Executive Officers)

Registrant's Telephone Number:
1-800-622-FUND

W. Bruce McConnel, III, Esq.
DRINKER BIDDLE & REATH
1345 Chestnut Street
Philadelphia, Pennsylvania 19107-3496
(Name and Address of Agent for Service)

Copy to:
Thomas F. Harvey, Esq.
National City Bank
National City Center
P.O. Box 5756
Cleveland, Ohio 44101-0756

It is proposed that this filing will become effective (check appropriate box):

[] immediately upon filing pursuant to paragraph (b)

[] 60 days after filing pursuant to paragraph (a)(i)

[] on (date) pursuant to paragraph (a)(i)

[] on [date] pursuant to paragraph (b)(i)

[X] 75 days after filing pursuant to paragraph (a)(ii)

[] on (date) pursuant to paragraph (a)(ii) of rule 485.

If appropriate, check the following box:

[] this post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

=============================
<PAGE> 2
The Registrant has previously filed a declaration of indefinite
registration of its shares of beneficial interest pursuant to Rule 24f-2 under
the Investment Company Act of 1940, as amended. Registrant's Rule 24f-2 Notice
with respect to the Money Market, Government, Treasury, Tax Exempt, Equity,
Fixed Income, Ohio Tax Exempt, National Tax Exempt, Equity Income, Mid Cap
Regional, Enhanced Income and Total Return Advantage Funds for the fiscal year
ended May 31, 1995 was filed on July 26, 1995.

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<PAGE> 3
THIS POST-EFFECTIVE AMENDMENT IS BEING FILED SOLELY IN ORDER TO
REGISTER SHARES OF FOUR NEW INVESTMENT PORTFOLIOS, I.E. THE GNMA FUND,
PENNSYLVANIA MUNICIPAL FUND, PENNSYLVANIA TAX EXEMPT FUND AND INTERMEDIATE
GOVERNMENT FUND. ACCORDINGLY, THE PROSPECTUSES AND STATEMENTS OF ADDITIONAL
INFORMATION FOR THE MONEY MARKET FUND, GOVERNMENT FUND, TREASURY FUND, TAX
EXEMPT FUND, EQUITY FUND, FIXED INCOME FUND, OHIO TAX EXEMPT FUND, NATIONAL TAX
EXEMPT FUND, EQUITY INCOME FUND, MID CAP REGIONAL FUND, ENHANCED INCOME FUND
AND TOTAL RETURN ADVANTAGE FUND ARE NOT INCLUDED IN THIS FILING.

-3-
<PAGE> 4
CROSS REFERENCE SHEET
---------------------

<TABLE>
<CAPTION>
Form N-1A Part A Item Prospectus Caption
- --------------------- ------------------
<S> <C>
1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page

2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . Expense Table

3. Condensed Financial Information . . . . . . . . . . . . . . . Financial Highlights; Yield and Performance Information

4. General Description of Registrant . . . . . . . . . . . . . . Risk Factors, Investment Objectives and Policies; Investment
Limitations; Description of the Trust and Its Shares

5. Management of the Trust . . . . . . . . . . . . . . . . . . . Management of the Trust; Custodian and Transfer Agent;
Yield and Performance Information; Expenses; Miscellaneous

5A. Management's Discussion of . . . . . . . . . . . . . . . . . Not Applicable
Registrant's Performance

6. Capital Stock and Other Securities . . . . . . . . . . . . . How to Purchase and Redeem Shares; Dividends and
Distributions; Taxes; Description of the Trust and Its
Shares; Miscellaneous; Shareholder Services Plan

7. Purchase of Securities . . . . . . . . . . . . . . . . . . . Pricing of Shares; How
Being Offered to Purchase and Redeem Shares; Distribution Agreement

8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . How to Purchase and Redeem Shares

9. Pending Legal Proceedings . . . . . . . . . . . . . . . . . . Inapplicable
</TABLE>

-4-
<PAGE> 5
CROSS REFERENCE SHEET
---------------------

<TABLE>
<CAPTION>
Form N-1A Part B Item Statement of Additional Information Caption
- --------------------- -------------------------------------------
<S> <C> <C>
10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page

11. Table of Contents . . . . . . . . . . . . . . . . . . . . . . Table of Contents

12. General Information and History . . . . . . . . . . . . . . . Statement of Additional Information

13. Investment Objectives and Policies . . . . . . . . . . . . . . Risk Factors, Investment Objectives and Policies

14. Management of Registrant . . . . . . . . . . . . . . . . . . . Trustees and Officers

15. Control Persons and Principal . . . . . . . . . . . . . . . . Description of Shares
Holders of Securities

16. Investment Advisory and Other . . . . . . . . . . . . . . . . Advisory, Sub-Advisory,
Services Management Administration, Distribution,
Custody and Transfer Agency
Agreements

17. Brokerage Allocation and Other . . . . . . . . . . . . . . . . Risk Factors, Investment
Practices Objectives and Policies

18. Capital Stock and Other Securities . . . . . . . . . . . . . . Additional Purchase and
Redemption Information

19. Purchase, Redemption and Pricing . . . . . . . . . . . . . . . Additional Purchase and
of Securities Being Offered Redemption Information

20. Tax Status . . . . . . . . . . . . . . . . . . . . . . . . . . Additional Information Concerning Taxes

21. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable

22. Calculation of Performance Data . . . . . . . . . . . . . . . Yield and Performance Information

23. Financial Statements . . . . . . . . . . . . . . . . . . . . . Auditors
</TABLE>

Part C
- ------

Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.

-5-
<PAGE> 6

<TABLE>
<CAPTION>
ARMADA FUNDS
_________________________________________________________________________________________________
<S> <C>
4400 Computer Drive If you purchased your shares
Westborough, Massachusetts 01581 through National City Investments
Corporation, please call your
Investment Consultant for information.

For current performance, fund
information, and to purchase shares,
please call 1-800-622-FUND(3863).

For account redemption information,
please call 1-800-628-0523.
</TABLE>

This Prospectus describes shares in the following investment fund (the
"Fund") of Armada Funds (the "Trust") and its own investment objective and
policies:

GNMA FUND'S investment objective is to seek the highest level of current
income consistent with preservation of capital and a high degree of liquidity
by investing primarily in mortgage pass-through securities guaranteed by the
Government National Mortgage Association. The Fund invests primarily in
mortgage pass-through securities guaranteed by the Government National
Mortgage Association.

The net asset value per share of the Fund will fluctuate as the value
of its investment fund changes in response to changing market prices and other
factors.

National City Bank ("National City") serves as investment adviser to
the Fund (the "adviser").

440 Financial Distributors, Inc., a wholly-owned subsidiary of First
Data Corp. (the "Distributor"), serves as the Trust's sponsor and distributor.
The Fund pays a fee to the Distributor for distributing its shares. See
"Distribution Agreement."

This Prospectus sets forth concisely the information about the Fund
that a prospective investor should consider before investing. Investors should
carefully read this Prospectus and retain it for future reference. Additional
information about the Fund, contained in a Statement of Additional Information,
has been filed with the Securities and Exchange Commission ("SEC") and is
available upon request without charge by contacting the Trust at its telephone
number or address shown above. The Statement of Additional Information bears
the same date as this Prospectus and is incorporated by reference in its
entirety into this Prospectus.

SHARES OF THE TRUST ARE NOT BANK DEPOSITS OR OBLIGATIONS OF, OR
GUARANTEED OR ENDORSED OR OTHERWISE SUPPORTED BY, NATIONAL CITY BANK, ITS
PARENT COMPANY OR ANY OF ITS AFFILIATES, AND ARE NOT FEDERALLY INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, FEDERAL DEPOSIT INSURANCE CORPORATION, OR
ANY GOVERNMENTAL AGENCY OR STATE. INVESTMENT IN THE TRUST INVOLVES RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

-1-
<PAGE> 7
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

____________, 1996

-2-
<PAGE> 8
The classes or series which represent interests in the Funds
are described in this Prospectus. Class S shares constitute the Institutional
class or series of shares (herein referred to as the "Institutional shares") of
the Fund. Class S - Special Series 1 shares constitute the Retail class or
series of shares (herein referred to as the "Retail shares") of the Fund.

Institutional shares are sold primarily to Banks and customers
of National Asset Management Corporation ("NAM"), a registered investment
adviser. Retail shares are sold to the public primarily through financial
institutions such as banks, brokers and dealers.

EXPENSE TABLE

<TABLE>
<CAPTION>
GNMA GNMA
FUND FUND
RETAIL INSTITUTIONAL
SHARES1 SHARES
------ -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge
Imposed on Purchases . . . . . . . . . . . . . . . . . . 3.75% None
Sales Charge Imposed
on Reinvested Dividends . . . . . . . . . . . . . . . . None None
Deferred Sales Charge . . . . . . . . . . . . . . . . . . None None
Redemption Fee . . . . . . . . . . . . . . . . . . . . . . None None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . None None
FUND OPERATING EXPENSES
(as a percentage of average net
assets)
Management Fees . . . . . . . . . . . . . . . . . . . . . .55% .55%
12b-1 Fees2 . . . . . . . . . . . . . . . . . . . . . . . .05% .05%
Other Expenses . . . . . . . . . . . . . . . . . . . . . . .49% .24%
---- ----
TOTAL FUND OPERATING
EXPENSES . . . . . . . . . . . . . . . . . . . . . . 1.09% .84%
- --------------------------- ===== ====
<FN>

1 The Trust has implemented a Shareholder Services Plan (the "Services
Plan") with respect to Retail shares in the Fund. Pursuant to the
Services Plan, the Trust may enter into shareholder servicing
agreements with certain financial institutions under which they agree
to provide shareholder administrative services to their customers who
beneficially own Retail shares in consideration for the payment of up
to .25% (on an annualized basis) of the net asset value of such
shares.

2 As a result of the payment of sales charges and 12b-1 and certain
other related fees, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by
the National Association of Securities Dealers, Inc. ("NASD"). The
NASD has adopted rules which generally limit the aggregate sales
charges and payments under the Trust's Service and Distribution Plan
("Distribution Plan") and Services Plan to a certain percentage of
total new gross share sales, plus interest. The Trust would stop
accruing 12b-1 and related fees if, to the extent, and for as long as,
such limit would otherwise be exceeded.
</TABLE>

___________________________

For example, you would pay the following expenses on a hypothetical $1,000
investment, assuming: (1) a 5% annual return (a hypothetical return required
by SEC regulations); (2) the redemption of your investment at the end of the
following time periods (the Fund does not charge a redemption fee); and (3) the
imposition of the maximum sales charge at the beginning of the period:

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
GNMA Retail Shares . . . . . . . . . . . . . . . . $48 $71 $95 $165
GNMA Institutional Shares . . . . . . . . . . . . . $ 9 $27 $47 $104
</TABLE>

THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RATES OF RETURN. ACTUAL EXPENSES AND RATES OF RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN.

The purpose of this Expense Table is to assist an investor in
understanding the various costs and expenses that an investor in the Fund will
bear directly or indirectly. For more complete descriptions of these costs and
expenses, see "Financial Highlights," "Management of the Trust" and
"Distribution Agreement" in this Prospectus and the financial statements and

-3-
<PAGE> 9

related notes incorporated by reference into the Statement of Additional
Information for the Fund.

-4-
<PAGE> 10
FINANCIAL HIGHLIGHTS
(FOR A FUND SHARE OUTSTANDING THROUGHOUT THE PERIOD)

GNMA FUND

The following table has been audited by the Fund's prior
independent accountants, whose report is incorporated by reference in the
Statement of Additional Information. It should be read in conjunction with the
financial statements and related notes which are incorporated by reference in
the Statement of Additional Information.

<TABLE>
<CAPTION>
Year Ended Period Ended
April 30, April 30,
1996 1995(2)
---------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period . . . .

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income . . . . . . . . . . .
Net Realized and Unrealized Gains on
Securities . . . . . . . . . . . . . . . .
Total from Investment Operations . . . . . .
LESS DISTRIBUTIONS
Distributions from Net Investment Income .
Distributions from Realized Capital Gains .
Total Distributions
Net Asset Value End of Period . . . . . . . .
Total Return . . . . . . . . . . . . . . . . 4
Net Assets End of Period (000) . . . . . . .
Ratio of Expenses to Average Net Assets . . . 1,3
Ratio of Net Investment Income to Average
Net Assets . . . . . . . . . . . . . . . . . 1,3
Portfolio Turnover Rate . . . . . . . . . . .
<FN>
1. The operating expense ratio and the net investment income ratio before
fee waivers by the Investment Adviser and custodian for the periods
ended April 30, 1996 and April 30, 1995 would have been ___% and ___%
and ____% and ____%, respectively.
2. Commenced operations on August 10, 1994. The Fund did not offer
Institutional shares during the period covered by the Financial
Highlights.
3. Annualized.
4. Total Return does not reflect the sales charge. Not annualized.
</TABLE>

-5-
<PAGE> 11
INTRODUCTION

Shares of the Fund have been classified into two separate
classes -- Retail shares and Institutional shares. Retail shares and
Institutional shares represent equal pro rata interests in the Fund except
that, as described more fully below under "Shareholder Services Plan," (the
"Services Plan") the Trust has implemented the Services Plan with respect to
Retail shares of the Fund. Under the Services Plan, only the beneficial owners
of Retail shares bear the expenses of shareholder administrative services which
are provided by financial institutions for their benefit (estimated not to
exceed 25% annually). See "Shareholder Services Plan," "Dividends and
Distributions" and "Description of the Trust and Its Shares" for a description
of the impact that the Services Plan may have on holders of Retail shares.

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES

The Trust uses a range of different investments and investment
techniques in seeking to achieve the Fund's investment objective. The
investments and investment techniques utilized by the Fund are described below.
Prior to making an investment decision, an investor should consider whether the
Fund best meets an investor's investment objectives and review carefully the
risks involved in Fund investments described below.

The investment objective of the Fund may not be changed
without the vote of the holders of a majority of its outstanding shares (as
defined in "Miscellaneous"). Except as noted below under "Investment
Limitations," the Fund's investment policies, however, may be changed without a
vote of shareholders. In addition, the Fund may sell portfolio securities
shortly after they are purchased, which may result in higher transaction costs
and taxable gains for the Fund. There can be no assurance that the Fund will
achieve its objective.

The investment objective of the Fund is to provide the highest
level of current income consistent with preservation of capital and a high
degree of liquidity.

The Fund invests primarily (at least 65% of its total assets
under normal conditions) in mortgage pass-through securities guaranteed by the
Government National Mortgage Association ("GNMA"). Any remaining assets may
consist of: (i) obligations of the U.S. Treasury; (ii) obligations issued or
guaranteed as to principal and interest by agencies and instrumentalities of
the U.S. Government; (iii) mortgage-backed securities issued by other
government agencies and privately issued mortgage-backed securities rated at
least A by a Nationally Recognized Security Rating Organization ("NRSRO"); (iv)
repurchase agreements involving any of such obligations; (v) shares of money
market investment companies investing exclusively in such obligations; and (vi)
futures on U.S. Treasury obligations. The Fund may also engage in dollar
rolls, short sales against the box and interest rate swaps.

Under normal market conditions, the estimated average life of
the Fund's holdings of mortgage pass-through and mortgage-backed securities
will range between 4 and 10 years.

-6-
<PAGE> 12
In order to meet liquidity needs and for temporary purposes,
the Fund may hold cash reserves, and may invest up to 100% of its assets in
Money Market Instruments (as defined below).

The Fund may purchase securities on a when-issued basis.

The Fund reserves the right to engage in securities lending,
although the Fund does not have the present intent of doing so. The Fund may
also borrow money in amounts up to 33-1/3% of its net assets.

OTHER INVESTMENT POLICIES

Debt Securities

Fund appreciation may result from an improvement in the credit
standing of an issuer whose securities are held or a general decline in the
level of interest rates or a combination of both. An increase in the level of
interest rates may generally reduce the value of the fixed rate debt
instruments held by the Fund; conversely, a decline in the level of interest
rates may generally increase the value of such investments. An increase in the
level of interest rates may temporarily reduce the value of the floating rate
debt instruments held by the Fund; conversely, a decline in the level of
interest rates may temporarily increase the value of those investments.

Mortgage-Backed Securities

The Fund may purchase securities that are secured or backed by
mortgages and are issued by entities such as the Government National Mortgage
Association ("GNMA"), Federal National Mortgage Association ("FNMA"), Federal
Home Loan Mortgage Corporation ("FHLMC"), commercial banks, savings and loan
associations, mortgage banks and investment banks.

The yield characteristics of mortgage-backed securities differ
from traditional debt securities. A major difference is that the principal
amount of the obligations may be prepaid at any time because the underlying
assets (i.e., loans) generally may be prepaid at any time. As a result, if a
mortgage-backed security is purchased at a premium, a prepayment rate that is
faster than expected will reduce yield to maturity, while a prepayment rate
that is slower than expected will have the opposite effect of increasing yield
to maturity. Conversely, if a mortgage-backed security is purchased at a
discount, faster than expected prepayments will increase, while slower than
expected prepayments will decrease, yield to maturity. In calculating the
average weighted maturity of the Fund, the maturity of mortgage-backed
securities will be based on estimates of average life.

Prepayments on mortgage-backed securities generally increase
with falling interest rates and decrease with rising interest rates;
furthermore, prepayment rates are influenced by a variety of economic and
social factors. Like other fixed income securities, when interest rates rise,
the value of a mortgage-backed security generally will decline; however, when
interest rates decline, the value of a mortgage-backed security with prepayment
features may not increase as much as that of other fixed income securities,
and, as noted above, changes in market rates of interest may accelerate or
retard prepayments and thus affect maturities. For further information, see
"Risk Factors, Investment Objectives and Policies" in the Statement of
Additional Information.

-7-
<PAGE> 13
Securities is ordinarily quite liquid, in times of financial stress the trading
market for these securities sometimes becomes restricted.

Presently there are several types of mortgage-backed
securities that may be acquired by the Fund, including guaranteed mortgage
pass-through certificates, which provide the holder with a pro rata interest in
the underlying mortgages, and collateralized mortgage obligations ("CMOs"),
which provide the holder with a specified interest in the cash flow of a pool
of underlying mortgages or other mortgage backed securities. Issuers of CMOs
ordinarily elect to be taxed as pass-through entities known as real estate
mortgage investment conduits ("REMICs"). CMOs are issued in multiple classes,
each with a specified fixed or floating interest rate and a final distribution
date. The relative payment rights of the various CMO classes may be structured
in a variety of ways. These multiple class securities may be issued or
guaranteed by U.S. Government agencies or instrumentalities, including GNMA,
FNMA and FHLMC, or issued by trusts formed by private originators of, or
investors in, mortgage loans. Classes in CMOs which the Fund may hold are
known as "regular" interests. CMOs also issue "residual" interests, which are
a form of beneficial interest in a CMO that permit the purchaser to receive the
net cash flow remaining after payment of liabilities and expenses associated
with the collateral underlying the CMO. Residual interests generally are
junior to and more volatile than regular interests. The Fund will not purchase
"residual" CMO interests, which normally exhibit a high degree of price
volatility. FHLMC has in the past guaranteed only the ultimate collection of
principal of the underlying mortgage loan; however, FHLMC now issues
mortgage-backed securities (FHLMC Gold PCs) which also guarantee timely payment
of monthly principal reductions. Government and private guarantees do not
extend to the securities' value, which is likely to vary inversely with
fluctuations in interest rates.

Mortgage pass-through certificates provide the holder with a
pro rata interest in the underlying mortgages. One type of such certificate in
which the Fund may invest is a GNMA Certificate which is backed as to the
timely payment of principal and interest by the full faith and credit of the
U.S. Government. Another type is a FNMA Certificate, the principal and
interest of which are guaranteed only by FNMA itself, not by the full faith and
credit of the U.S. Government. Another type is a FHLMC Participation
Certificate which is guaranteed by FHLMC as to timely payment of principal and
interest. However, like a FNMA security it is not guaranteed by the full faith
and credit of the U.S. Government.

Private Mortgage-Backed Securities: These are mortgage-backed
securities issued by a non-governmental entity, such as a trust. These
securities include CMOs and REMICs that are rated in one of the top three
rating categories, or if unrated, will be in the adviser's opinion equivalent
in credit quality to such rating. While they are generally structured with one
or more types of credit enhancement, private pass-through securities typically
lack a guarantee by an entity having the credit status of a governmental agency
or instrumentality. Mortgage-backed securities issued by private issuers,
whether or not such obligations are subject to guarantees by the private
issuer, may entail greater risk than obligations directly or indirectly
guaranteed by the U.S. Government.

Stripped Mortgage-Backed Securities ("SMBs"): SMBs are
usually structured with two classes that receive specified proportions of the
monthly interest and principal payments from a pool of mortgage securities.
One class may receive all of the interest payments and is thus termed an
interest-only class ("IO"), while the other class may receive all of the
principal payments and is thus termed the principal- only class ("PO"). The
value of IOs tends to increase as rates rise and decrease as rates fall; the
opposite is true of

-8-
<PAGE> 14
POs. SMBs are extremely sensitive to changes in interest rates because of the
impact thereon of prepayment of principal on the underlying mortgage
securities. The market for SMBs is not as fully developed as other markets;
SMBs therefore may be illiquid.

REITs

REITs are trusts that invest primarily in commercial real estate or real
estate-related loans. The value of interests in REITs may be affected by the
value of the property owned or the quality of the mortgages held by the trust.

Interest Rate Swaps

In order to protect its value from interest rate fluctuations,
the Fund may enter into interest rate swaps. The Fund expects to enter into
these hedging transactions primarily to preserve a return or spread of a
particular investment or portion of their holdings and to protect against an
increase in the price of securities the Fund anticipates purchasing at a later
date. Interest rate swaps involve the exchange by the Fund with another party
of their respective commitments to pay or receive interest (i.e., an exchange
of floating rate payments for fixed rate payments). The net amount of the
excess, if any, of the Fund's obligations over its entitlements with respect to
each interest rate swap will be accrued on a daily basis and an amount of
liquid assets, such as cash, U.S. Government securities or other liquid high
grade debt securities, having an aggregate net asset value at least equal to
such accrued excess will be maintained in a segregated account by the Fund's
custodian. The Fund will not enter into any interest rate swap unless the
unsecured commercial paper, senior debt, or claims paying ability of the other
party is deemed to be creditworthy and any such obligation the Fund may have
under such an arrangement will be covered by setting aside liquid high grade
securities in a segregated account. For further information, see "Risk
Factors, Investment Objectives and Policies" in the Statement of Additional
Information.

Futures Contracts

The Fund may invest in futures contracts on U.S. Treasury
Obligations in order to offset an expected decrease in the value of its fund
that might otherwise result from a market decline. The Fund may do so either
to hedge the value of its portfolio securities as a whole, or to protect
against declines occurring prior to sales of securities in the value of the
securities to be sold. In addition, the Fund may utilize futures contracts in
anticipation of changes in the composition of its holdings for hedging purposes
or to maintain liquidity.

Futures contracts obligate the Fund, at maturity, to take or
make delivery of certain securities or the cash value of a contract or
securities index. When interest rates are rising, futures contracts can offset
a decline in value of the securities held by the Fund. When rates are falling
or prices of securities are rising, these contracts can secure higher yields or
lower prices for securities the Fund intends to purchase. In addition, the
Fund may utilize futures contracts in anticipation of changes in the
composition of its fund holdings.

-9-
<PAGE> 15
hedging transactions, would exceed 5% of the liquidation value of its assets,
after taking into account unrealized profits and unrealized losses on such
contracts it has entered into. In connection with the Fund's position in a
futures contract, the Fund will create a segregated account of liquid assets,
such as cash, U.S. Government securities or other liquid high grade debt
obligations, or will otherwise cover its position in accordance with applicable
requirements of the SEC.

Risk Factors Associated with Futures

To the extent the Fund is engaging in a futures transaction as
a hedging device, due to the risk of an imperfect correlation between
securities in its funds that are the subject of a hedging transaction and the
futures contract used as a hedging device, it is possible that the hedge will
not be fully effective in that, for example, losses on the portfolio securities
may be in excess of gains on the futures contract or losses on the futures
contract may be in excess of gains on the portfolio securities that were the
subject of the hedge. In futures contracts based on indices, the risk of
imperfect correlation increases as the composition of the Fund varies from the
composition of the index. In an effort to compensate for the imperfect
correlation of movements in the price of the securities being hedged and
movements in the price of futures contracts, the Fund may buy or sell futures
contracts in a greater or lesser dollar amount than the dollar amount of the
securities being hedged if the historical volatility of the futures contract
has been less or greater than that of the securities. Such "over hedging" or
"under hedging" may adversely affect the Fund's net investment results if
market movements are not as anticipated when the hedge is established.

Successful use of futures by the Fund is also subject to the
adviser's ability to predict correctly movements in the direction of securities
prices, interest rates and other economic factors. For example, if the Fund
has hedged against the possibility of a decline in the market adversely
affecting the value of securities held in its funds and prices increase
instead, the Fund will lose part or all of the benefit of the increased value
of securities which it has hedged because they will have offsetting losses in
their futures positions. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell securities to meet daily variation
margin requirements. Such sales of securities may, but will not necessarily,
be at increased prices which reflect the rising market. The Fund may have to
sell securities at a time when it may be disadvantageous to do so.

Although the Fund intends to enter into futures contracts only
if there is an active market for such contracts, no assurance can be given that
a liquid market will exist for any particular contract at any particular time.
See "Illiquid Securities" below. Many futures exchanges and boards of trade
limit the amount of fluctuation permitted in futures contract prices during a
single trading day. Once the daily limit has been reached in a particular
contract, no trades may be made that day at a price beyond that limit or
trading may be suspended for specified periods during the trading day. Futures
contracts prices could move to the limit for several consecutive trading days
with little or no trading, thereby preventing prompt liquidation of futures
positions and potentially subjecting the Fund to substantial losses. If it is
not possible, or the Fund determines not, to close a futures position in
anticipation of adverse price movements, it will be required to make daily cash
payments of variation margin. In such circumstances, an increase in the value
of the portion of the Fund being hedged, if any, may offset partially or
completely losses on the futures contract.

The primary risks associated with the use of futures contracts
are: (i) the imperfect correlation between the change in market value of the

-10-
<PAGE> 16
securities held by the Fund and the price of the futures contract; (ii)
possible lack of a liquid secondary market for a futures contract and the
resulting inability to close a futures contract when desired; (iii) losses due
to unanticipated market movements which are potentially unlimited; and (iv) the
adviser's ability to predict correctly the direction of securities prices,
interest rates and other economic factors. For a further discussion see "Risk
Factors, Investment Objectives and Policies -- Futures Contracts and Options"
and Appendix B in the Statement of Additional Information.

U.S. Treasury Obligations

The Fund may invest in U.S. Treasury obligations consisting of
bills, notes and bonds issued by the U.S. Treasury, and separately traded
interest and principal component parts of such obligations that are
transferable through the Federal book-entry system known as Separately Traded
Registered Interest and Principal Securities ("STRIPS").

U.S. Government Obligations

The Fund may purchase obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. Some of these obligations
are supported by the full faith and credit of the U.S. Treasury, such as
obligations issued by the GNMA. Others, such as those of the Export-Import
Bank of the United States, are supported by the right of the issuer to borrow
from the U.S. Treasury; others, such as those of the FNMA, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; and still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the agency or instrumentality
issuing the obligation. No assurance can be given that the U.S. Government
would provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. The Fund will invest
in the obligations of such agencies or instrumentalities only when the adviser
believes that the credit risk with respect thereto is minimal.

Short Sales

The Fund may engage in short sales of its securities. Selling
securities short involves selling securities the seller does not own (but has
borrowed) in anticipation of a decline in the market price of such securities.
To deliver the securities to the buyer, the seller must arrange through a
broker to borrow the securities and, in so doing, the seller becomes obligated
to replace the securities borrowed at their market price at the time of
replacement. In a short sale, the proceeds the seller receives from the sale
are retained by a broker until the seller replaces the borrowed securities.
The seller may have to pay a premium to borrow the securities and must pay any
dividends or interest payable on the securities until they are replaced.

The Fund may only sell securities short "against the box." A short
sale is "against the box" if, at all times during which the short position is
open, the Fund owns at least an equal amount of the securities or securities
convertible into, or exchangeable without further consideration for, securities
of the same issuer as the securities that are sold short.

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<PAGE> 17
When-Issued Securities

The Fund may purchase securities on a "when-issued" or delayed
delivery basis. These transactions are arrangements in which the Fund
purchases securities with payment and delivery scheduled for a future time.
These transactions involve the risk that the price or yield obtained may be
less favorable than the price or yield available when delivery takes place.
The Fund expects that commitments to purchase when-issued securities will not
exceed 25% of the value of its total assets under normal market conditions.
The Fund does not intend to purchase when-issued securities for speculative
purposes but only for the purpose of acquiring portfolio securities. In
when-issued and delayed delivery transactions, a Fund relies on the seller to
complete the transaction; its failure to do so may cause the Fund to miss a
price or yield considered to be attractive. One form of when-issued or delayed
delivery security that the Fund may purchase is a "to be announced" ("TBA")
mortgage-backed security. A TBA transaction arises when a mortgage-backed
security, such as a GNMA pass-through security, is purchased or sold with the
specific pools that will constitute that GNMA pass-through security to be
announced on a future settlement date. For further information, see "Risk
Factors, Investment Objectives and Policies" in the Statement of Additional
Information.

Variable and Floating Rate Obligations

The Fund may purchase rated and unrated variable and floating
rate instruments. These instruments may include adjustable rate mortgages that
permit the indebtedness thereunder to vary in addition to providing for
periodic adjustments in the interest rate. The absence of an active secondary
market with respect to particular variable and floating rate instruments could,
however, make it difficult for the Fund to dispose of instruments if the issuer
defaulted on its payment obligation or during periods that the Fund is not
entitled to exercise its demand rights, and the Fund could, for these or other
reasons, suffer a loss with respect to such instruments. For a further
description, see "Risk Factors, Objectives and Policies" in the Statement of
Additional Information.

Repurchase Agreements

The Fund may agree to purchase portfolio securities subject to
the seller's agreement to repurchase them at a mutually agreed- upon date and
price ("repurchase agreements"). The Fund may enter into repurchase agreements
only with financial institutions such as banks and broker-dealers which are
deemed to be creditworthy by the sub-adviser, pursuant to guidelines approved
by the Trust's Board of Trustees. The Fund is not permitted to enter into
repurchase agreements with the adviser, sub-adviser, Distributor, or any of
their affiliates. Although the securities subject to repurchase agreements may
bear maturities exceeding 397 days, the Fund presently intends to enter only
into repurchase agreements which terminate within seven days after notice by
the Fund. If a Fund were to enter into repurchase agreements which provide for
a notice period greater than seven days in the future, the Fund would do so
only if such investment, together with other illiquid securities, did not
exceed 10% of the Fund's net assets.

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<PAGE> 18
seller filed for bankruptcy or became insolvent, disposition of such securities
by the Fund might be delayed pending court action. Further, it is uncertain
whether the Trust would be entitled, as against a claim by such seller or its
receiver or trustee in bankruptcy, to retain the underlying securities.

The Fund may invest in repurchase agreements in the form of
Dollar Rolls. Dollar Rolls are transactions in which securities are sold for
delivery in the current month and the seller simultaneously contracts to
repurchase substantially similar securities on a specified future date. Any
difference between the sale price and the purchase price is netted against the
interest income foregone on the securities sold to arrive at an implied
borrowing rate. Alternatively, the sale and purchase transactions can be
executed at the same price, with the Fund being paid a fee as consideration for
entering into the commitment to purchase. Dollar Rolls may be renewed prior to
cash settlement and initially may involve only a firm commitment agreement by
the Fund to buy a security. If the broker-dealer to whom the Fund sells the
security becomes insolvent, the Fund's right to repurchase the security may be
restricted. Other risks involved in entering into Dollar Rolls include the
risk that the value of the security may change adversely over the term of the
Dollar Roll and that the security the Fund is required to repurchase may be
worth less than the security that the Fund originally held.

To avoid any leveraging concerns, the Fund will place U.S.
Government or other liquid, high grade assets in a segregated account in an
amount sufficient to cover its repurchase obligation.

Lending Portfolio Securities

In order to generate additional income, the Fund may, from
time to time, lend its portfolio securities to broker-dealers, banks or other
institutional borrowers. The Fund must receive 100% collateral in the form of
cash or U.S. Government securities. This collateral must be valued daily by
the Fund's adviser, and the borrower will be required to provide additional
collateral should the market value of the loaned securities increase. During
the time portfolio securities are on loan, the borrower pays the Fund involved
any dividends or interest paid on such securities. Loans are subject to
termination by the Fund or the borrower at any time. While the Fund does not
have the right to vote securities on loan, it intends to terminate the loan and
regain the right to vote if this is considered important with respect to the
investment. The Fund will only enter into loan arrangements with
broker-dealers, banks or other institutions which its adviser has determined
are creditworthy under guidelines established by the Trust's Board of Trustees.

Securities of Other Investment Companies

Subject to 1940 Act limitations and pursuant to applicable SEC
requirements, the Fund may invest in securities issued by other investment
companies (including other investment companies advised by the adviser) which
invest in high quality, short-term debt securities and which determine their
net asset value per share based on the amortized cost or penny-rounding method.
As a shareholder of another investment company, the Fund would bear, along with
other shareholders, its pro rata portion of that company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that the Fund bears directly in connection with its own operations.
Investment companies in which the Fund may invest may also impose a sales or
distribution charge in connection with the purchase or redemption of their
shares and other types of commissions or charges. Such charges will be payable
by the Fund and, therefore, will be borne indirectly by its shareholders. For
further information, see "Risk Factors, Investment Objectives and Policies" in
the Statement of Additional Information.

-13-
<PAGE> 19
Illiquid Securities

The Fund will not knowingly invest more than 15% of its net
assets in securities that are illiquid. Illiquid securities would generally
include repurchase agreements and interest rate swaps with notice/termination
dates in excess of seven days and certain securities which are subject to
trading restrictions because they are not registered under the Securities Act
of 1933, as amended (the "1933 Act").

The Fund may purchase securities which are not registered
under the 1933 Act but which can be sold to "qualified institutional buyers" in
accordance with Rule 144A under the 1933 Act. Any such security will not be
considered illiquid so long as it is determined by the Board of Trustees or the
Fund's adviser, acting under guidelines approved and monitored by the Board,
that an adequate trading market exists for that security. This investment
practice could have the effect of increasing the level of illiquidity in the
Fund during any period that qualified institutional buyers become uninterested
in purchasing these restricted securities. The ability to sell to qualified
institutional buyers under Rule 144A is a recent development, and it is not
possible to predict how this market will develop. The Board will carefully
monitor any investment by the Fund in these securities.

Risk Factors Associated with Derivative Instruments

The Fund may purchase certain "derivative" instruments.
"Derivative" instruments are instruments that derive value from the performance
of underlying securities, interest or currency exchange rates, or indices, and
include (but are not limited to) futures contracts, options, forward currency
contracts and structured debt obligations (including collateralized mortgage
obligations, various floating rate instruments and other types of securities).

Like all investments, derivative instruments involve several
basic types of risks which must be managed in order to meet investment
objectives. The specific risks presented by derivatives include, to varying
degrees, market risk in the form of underperformance of the underlying
securities, exchange rates or indices; credit risk that the dealer or other
counterparty to the transaction will fail to pay its obligations; volatility
and leveraging risk that, if interest or exchange rates change adversely, the
value of the derivative instrument will decline more than the securities, rates
or indices on which it is based; liquidity risk that a Fund will be unable to
sell a derivative instrument when it wants because of lack of market depth or
market disruption; pricing risk that the value of a derivative instrument (such
as an option) will not correlate exactly to the value of the underlying
securities, rates or indices on which it is based; and operations risk that
loss will occur as a result of inadequate systems and controls, human error or
otherwise. Some derivative instruments are more complex than others, and for
those instruments that have been developed recently, data are lacking regarding
their actual performance over complete market cycles.

The adviser has determined that the risk features that most
distinguish derivatives from other investment instruments (and which heavily
influence the market, volatility and leveraging, liquidity, and pricing risks
referred to above) can be described generally as"structural risk." Structural
risk refers to the contractual features of an investment that can cause its
total return to vary with changes in interest rates or other variables.
Structural risk is not unique to derivatives, but because derivatives often are
created through the intricate division of the cash flows of the underlying
security, they can (but do not necessarily) present a high degree of

-14-
<PAGE> 20
structural risk. Structural risk can arise from variations in coupon levels,
principal, and/or average life.

The adviser has adopted the following internal policy
concerning management of the structural risk inherent in derivative instruments
on behalf of the Fund:

The adviser does not presently intend to invest in the
following types of derivatives on behalf of the Fund:

- exchange rate-related securities;
- forward currency exchange contracts; and
- structured instruments, such as range notes, dual index notes,
leveraged or deleveraged bonds, inverse floaters, index
amortizing notes and other structured instruments having
similar cash flow characteristics.

Portfolio Turnover

The Fund may engage in short term trading and may sell
securities which have been held for periods ranging from several months to less
than a day. The object of such short-term trading is to increase the potential
for capital appreciation and/or income by making fund changes in anticipation
of expected movements in interest rates or fixed income security prices or in
order to take advantage of what the adviser believes is a temporary disparity
in the normal yield relationship between two securities. Any such trading
would increase the Fund's turnover rate and its transaction costs.

The Fund's annual portfolio turnover is not expected to exceed
250% under normal market conditions. For further information, see "Risk
Factors, Investment Objectives and Policies" in the Statement of Additional
Information.

INVESTMENT LIMITATIONS

The Fund is subject to a number of investment limitations.
The following investment limitations are matters of fundamental policy and may
not be changed with respect to a particular Fund without the affirmative vote
of the Fund's outstanding shares (as defined under "Miscellaneous"). (Other
investment limitations that also cannot be changed without a vote of
shareholders are contained in the Statement of Additional Information under
"Risk Factors, Investment Objectives and Policies.")

The Fund may not:

1. Make loans, except that the Fund may purchase or hold
debt instruments, lend portfolio securities and enter into repurchase
agreements in accordance with its investment objective and policies.

2. Borrow money or issue senior securities, except that
the Fund may borrow from anyone for temporary purposes in amounts not in excess
of 5% of the value of its total assets at the time of such borrowing; or the
Fund may borrow from a bank for non-temporary purposes, provided that the
borrowing does not exceed 33-1/3% of the Fund's net assets. To the extent a
bank borrowing exceeds 5% of the Fund's total assets, asset coverage of at
least 300% is required. The Fund will not purchase securities while
outstanding borrowings equal or exceed 5% of its total assets.

3. Purchase any securities which would cause 25% or more
of the value of its total assets at the time of such purchase to be invested in

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<PAGE> 21
securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no limitation with
respect to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements secured by such
obligations, (b) wholly owned finance companies will be considered to be in the
industries of their parents if their activities are primarily related to
financing the activities of their parents, and (c) utilities will be classified
according to their services, for example, gas, gas transmission, electric and
gas, electric, and telephone will each be considered a separate industry, and
(d) there is no limit with respect to securities issued by state and local
governments.

4. Purchase securities of any one issuer, other than
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if, immediately after such purchase, more than 5% of the
value of the Fund's total assets would be invested in such issuer, except that
up to 25% of the value of the Fund's total assets may be invested without
regard to such limitations. This investment limitation No. 4 does not apply to
repurchase agreements involving securities issued or guaranteed by the U.S.
Government or its agencies or instrumentalities.

For purposes of investment limitation No. 2 above, "asset
coverage" means that the Fund would be required to set aside assets valued in
an amount that is at least 300% of the amount borrowed.

For purposes of investment limitation No. 4, a security is
considered to be issued by the government entity (or entities) whose assets and
revenues back the security.

If a percentage limitation is satisfied at the time of
investment, a later increase or decrease in such percentage resulting from a
change in value of the Fund's securities will not constitute a violation of
such limitation for purposes of the 1940 Act.

In order to permit the sale of the Fund's shares in certain
states, the Trust may make commitments more restrictive than the investment
policies and limitations described above. Should the Trust determine that any
such commitment is no longer in the Fund's best interests, it will revoke the
commitment by terminating sales of the Fund's shares to investors residing in
the state involved.

YIELD AND PERFORMANCE INFORMATION

From time to time, the Trust may quote in advertisements or in
reports to shareholders the Fund's yield and total return data for its
Institutional shares and Retail shares. The "yield" quoted in advertisements
refers to the income generated by an investment in a class of shares of the
Fund over a 30-day period identified in the advertisement. This income is then
"annualized." The amount of income so generated by the investment during the
30-day period is assumed to be earned and reinvested at a constant rate and
compounded semi-annually; the annualized income is then shown as a percentage
of the investment.

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<PAGE> 22
reflects the total percentage change in value over the measuring period. Both
methods of calculating total return reflect changes in the price of the shares
and assume that any dividends and capital gain distributions made by the Fund
with respect to a class during the period are reinvested in shares of that
class. When considering average total return figures for periods longer than
one year, it is important to note that the annual total return of a class for
any one year in the period might have been greater or less than the average for
the entire period. The Fund may also advertise, from time to time, the total
returns of one or more classes of shares on a year-by-year or other basis for
various specified periods by means of quotations, charts, graphs or schedules.

Shareholders should note that the yield and total return of
Retail shares will be reduced by the amount of shareholder servicing fees that
are payable under the Services Plan. See "Shareholder Services Plan."

Investors may compare the performance of each class of shares
of the Fund to the performance of other mutual funds with comparable investment
objectives, to various mutual fund or market indices, such as the Lehman GNMA
Index, and to data or rankings prepared by independent services such as Lipper
Analytical Services, Inc. or other financial or industry publications that
monitor the performance of mutual funds. Comparisons may also be made to
indices or data published in Money Magazine, Forbes, Barron's, The Wall Street
Journal, The New York Times, Business Week, U.S.A. Today, CDA/Weisenberger, The
American Banker, Morningstar, Incorporated and other publications of a local,
regional or financial industry nature.

The performance of each class of shares of the Fund is based
on historical earnings and will fluctuate and is not intended to indicate
future performance. The investment return and principal value of an investment
in a class will fluctuate so that an investor's shares, when redeemed, may be
worth more or less than their original cost. Performance data may not provide
a basis for comparison with bank deposits and other investments which provide a
fixed yield for a stated period of time. Changes in the net asset value of a
class should be considered in ascertaining the total return to shareholders for
a given period. Yield and total return data should also be considered in light
of the risks associated with the Fund's portfolio composition, quality,
maturity, operating expenses and market conditions. Any fees charged by
financial institutions (as described in "How to Purchase and Redeem Shares")
are not included in the computation of performance data but will reduce a
shareholder's net return on an investment in the Fund.

Further information about the performance of the Fund is
available in the annual and semi-annual reports to shareholders. Shareholders
may obtain these materials from the Trust free of charge by calling
1-800-622-FUND(3863).

PRICING OF SHARES

For purposes of pricing purchase and redemption orders, the
net asset value per share of the Fund is calculated as of the close of trading
on the New York Stock Exchange (the "Exchange") (generally, 4:00 p.m. Eastern
Time). Net asset value per share is determined on each business day, except
those holidays which the Exchange, or banks and trust companies which are
affiliated with National City Corporation (the "Banks"), observe (currently New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day)
("Business Day"). Net asset value per share of a particular class in the Fund
is calculated by dividing the value of all securities and other assets
belonging to the Fund allocable to such class, less the liabilities charged to
that class, by the number of the outstanding shares of that class.

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<PAGE> 23
The Fund's investments in securities for which market
quotations are readily available are valued at their market values determined
on the basis of the mean between their current available bid and asked prices
in the principal market (closing sales prices if the principal market is an
exchange) in which such securities are normally traded. Securities and other
assets for which quotations are not readily available are valued at their fair
value under procedures approved by the Board of Trustees. Absent unusual
circumstances, short-term investments having maturities of 60 days or less are
valued on the basis of amortized cost unless the Trust's Board of Trustees
determines that this does not represent fair value. The net asset value per
share of each class of shares of the Fund will fluctuate as the value of its
investment fund changes.

HOW TO PURCHASE AND REDEEM SHARES

DISTRIBUTOR

Shares in the Fund are sold on a continuous basis by the
Trust's sponsor and distributor. The Distributor is a registered broker/dealer
with principal offices located at 4400 Computer Drive, Westborough,
Massachusetts 01581.

From time to time, the Distributor, at its expense, may offer
promotional incentives to dealers. As of the date of this Prospectus, the
Distributor intends to offer certain promotional incentives to dealers,
including trips and monetary awards, to National City Investments Corporation.

PURCHASE OF RETAIL SHARES

Financial institutions may charge certain account fees
depending on the type of account the Investor has established with the
institution. (For information on such fees, the Investor should review his
agreement with the institution or contact it directly.) In addition, certain
financial institutions may enter into shareholder servicing agreements with the
Trust whereby a financial institution would perform various administrative
support services for its customers who are the beneficial owners of Retail
shares and would receive fees from the Fund for such services of up to .25% (on
an annualized basis) of the average daily net asset value of such shares. See
"Shareholder Services Plan." To purchase shares, Investors should call
1-800-622-FUND(3863) or visit their local National City Investments Corporation
office: Cleveland (1-800-624-6450), Columbus (1-800-345-0278), Dayton
(1-800-755-8723), Akron (1-800-229-0295), Louisville (1-800-727-5656),
Indianapolis (1-800-826-2868), Toledo (1-800-331-8275) or Youngstown
(1-800-742-4098).

Shares may be purchased in conjunction with an individual
retirement account ("IRA") and rollover IRAs where a designated custodian acts
as custodian. Investors should contact National City Investments Corporation,
the Distributor or their financial institutions for information as to
applications and annual fees. Investors should also consult their tax advisers
to determine whether the benefits of an IRA are available or appropriate.

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<PAGE> 24
The minimum investment for the initial purchase of Retail
shares in each Fund is $2,500, except for purchases for an IRA or other
retirement plan in which event the minimum initial investment is $500. All
subsequent investments for Retail shares and IRAs are subject to a minimum
investment of $250. Investments made in Retail shares through a monthly
savings program described below are not subject to the minimum initial and
subsequent investment requirements or any minimum account balance requirements
described in "Other Redemption Information" below. Purchases for an IRA
through the monthly savings program will be considered as contributions for the
year in which the purchases are made.

Under a monthly savings program, Investors may add to their
investment in the Retail shares of a Fund, in a consistent manner twice each
month, with a minimum amount of $50 per month. Monies may be automatically
withdrawn from a shareholder's checking or savings account available through an
Investor's financial institution and invested in additional Retail shares at
the Public Offering Price next determined after an order is received by the
Trust. An Investor may apply for participation in a monthly program through a
financial institution, such as banks, brokers, or dealers selling Retail shares
of the Funds, by completing an application. The program may be modified or
terminated by an Investor on 30 days written notice or by the Trust at any
time.

All shareholders of record will receive confirmations of share
purchases and redemptions. Financial institutions will be responsible for
transmitting purchase and redemption orders to the Trust's transfer agent,
First Data Investor Services Group, Inc. (formerly The Shareholder Services
Group, Inc., d/b/a "440 Financial") (the "Transfer Agent"), on a timely basis.

The Trust reserves the right to reject any purchase order.

SALES CHARGES APPLICABLE TO PURCHASES OF RETAIL SHARES

The Public Offering Price for Retail shares of the Fund is the
sum of the net asset value of the shares being purchased plus any applicable
sales charge per account which is assessed as follows:

<TABLE>
<CAPTION>
AS A % AS A % DEALERS'
OF OFFERING OF NET REALLOWANCE
PRICE PER ASSET VALUE AS A % OF
AMOUNT OF TRANSACTION SHARE PER SHARE OFFERING PRICE
- --------------------- ----------- ----------- --------------
<S> <C> <C> <C>
Less than $100,000 . . . . . . . 3.75 3.90 3.75

$100,000 but less
than $250,000 . . . . . . . . . 2.75 2.83 2.75

$250,000 but less
than $500,000 . . . . . . . . . 2.00 2.04 2.00

$500,000 but less
than $1,000,000 . . . . . . . . 1.25 1.27 1.25

$1,000,000 or more . . . . . . . 0.00 0.00 0.00
</TABLE>

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<PAGE> 25
Staff of the SEC has expressed the view that persons who receive 90% or more of
a sales load may be deemed to be underwriters within the meaning of this
definition. The Dealers' Reallowance may be changed from time to time.

No sales charge will be assessed on purchases of Retail shares
made by: (a) trustees and officers of the Trust; (b) directors, employees and
participants in employee benefit/retirement plans (annuitants) of National City
Corporation or any of its affiliates; (c) the spouses, children, grandchildren,
and parents of individuals referred to in clauses (a) and (b) above; (d)
qualified retirement plans purchasing shares through National City Investments
Corporation or NatCity Investments, Inc.; (e) individuals investing in the Fund
by way of a direct transfer or a rollover from a qualified plan distribution
and subsequent transactions into the same account where affiliates of National
City Corporation are serving as a trustee or agent; (f) Investors purchasing
Fund shares through a payroll deduction plan; and (g) individuals investing in
the Fund by way of an asset allocation program sponsored by financial
institutions, although certain account level fees may apply.

REDUCED SALES CHARGES APPLICABLE TO PURCHASES OF RETAIL SHARES

The applicable sales charge may be reduced on purchases of
Retail shares of the Fund made under the Right of Accumulation or Letter of
Intent, as described below. To qualify for a reduced sales charge, Investors
must so notify their financial institutions at the time of purchase. Reduced
sales charges may be modified or terminated at any time and are subject to
confirmation of an Investor's holdings.

Right of Accumulation. Investors may use their aggregate
investments in Retail shares in determining the applicable sales charge. An
Investor's aggregate investment in Retail shares is the total value (based on
the higher of current net asset value or any Public Offering Price originally
paid) of: (a) current purchases; (b) Retail shares that are already
beneficially owned by the Investor for which a sales charge has been paid; (c)
Retail shares that are already beneficially owned by the Investor which were
purchased prior to July 22, 1990; and (d) Retail shares purchased by dividends
or capital gains that are reinvested. If, for example, an Investor
beneficially owns Retail shares of the Fund with an aggregate current value of
$90,000 and subsequently purchases Retail shares of the Fund having a current
value of $10,000, the sales charge applicable to the subsequent purchase would
be reduced to 2.75% of the Public Offering Price.

Letter of Intent. An Investor may qualify for a reduced sales
charge immediately upon signing a nonbinding Letter of Intent stating the
Investor's intention to invest during the next 13 months a specified amount
which, if made at one time, would qualify for a reduced sales charge. A Letter
of Intent form may be obtained from the Investor's financial institution. If
an Investor so elects, the 13-month period may begin up to 30 days prior to the
Investor's signing the Letter of Intent. The initial investment under the
Letter of Intent must be equal to at least 4.0% of the amount indicated in the
Letter of Intent. During the term of a Letter of Intent, the Transfer Agent
will hold Retail shares representing 4.0% of the amount indicated in the Letter
of Intent in escrow for payment of a higher sales charge if the entire amount
is not purchased. Upon completing the purchase of the entire amount indicated
in the Letter of Intent, the escrowed shares will be released. If the entire
amount is not purchased within the 13-month period, the Investor will be
required to pay an amount equal to the difference in the dollar amount of sales
charge actually paid and the amount of sales charge the Investor would have had
to pay on the aggregate purchases if the total of such purchases had been made
at a single time.

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<PAGE> 26
PURCHASE OF INSTITUTIONAL SHARES

Institutional shares are sold primarily to Banks and NAM
customers ("Customers"). Institutional shares are sold without a sales charge
imposed by the Trust or the Distributor. However, depending on the terms
governing the particular account, the Banks may impose account charges such as
account maintenance fees, compensating balance requirements or other charges
based upon account transactions, assets or income which will have the effect of
reducing the shareholder's net return on his investment in the Fund. There is
no minimum investment.

Customers may purchase Institutional shares through procedures
established by the Banks in connection with the requirements of their Customer
accounts. These procedures may include instructions under which a Bank may
automatically "sweep" a Customer's account not less frequently than weekly and
invest amounts in excess of a minimum balance agreed to by the Bank and the
Customer in additional Institutional shares of the Fund. Customers should
obtain information relating to the requirements of such accounts from their
Banks.

If participating in an Asset Diversification Account,
Customers may purchase Institutional shares under a monthly savings program.
Customers may add to their investment in the Institutional shares of a Fund, in
a consistent manner each month, with a minimum amount of $50. Monies may be
automatically withdrawn from a shareholder's checking or savings account
available through a Customer's financial institution and invested in additional
shares at the net asset value per share next determined after an order is
received by the Trust. A Customer may apply for participation in a monthly
program through the Customer's Bank by completing an application. The program
may be modified or terminated by an Investor on 30 days written notice or by
the Trust at any time.

It is the responsibility of the Banks to transmit their
Customers' purchase orders to the Transfer Agent and to deliver required funds
on a timely basis, in accordance with the procedures stated above.
Institutional shares will normally be held of record by the Banks.
Confirmations of share purchases and redemptions will be sent to the Banks.
Beneficial ownership of Institutional shares will be recorded by the Banks and
reflected in the account statements provided by them to their Customers.

The Trust reserves the right to reject any purchase order.

EFFECTIVE TIME OF PURCHASES

Purchase orders for shares of the Fund which are received by
the Transfer Agent prior to 4:00 p.m. (Eastern Time) on any Business Day are
priced according to the net asset value per share determined on that day plus
any applicable sales charge (the "Public Offering Price"). Immediately
available funds must be received by the Trust's custodian prior to 2:00 p.m.
(Eastern Time) on the third Business Day following the receipt of such order,
at which time the order will be executed. If funds are not received by such
date, the order will not be accepted and notice thereof will be given to the
Bank or financial institution placing the order. Purchase orders for which
payment has not been received or accepted will be returned after prompt inquiry
to the sending Bank or institution.

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<PAGE> 27
REDEMPTION OF RETAIL SHARES

Redemption orders must be placed in writing or by telephone to
the same financial institution that placed the original purchase order. It is
the responsibility of the financial institutions to transmit redemption orders
to the Transfer Agent. Investors who purchased shares directly from the Trust
may redeem shares in any amount by calling 1-800-628-0523. Redemption proceeds
are paid by check or credited to the Investor's account with his financial
institution.

REDEMPTION OF INSTITUTIONAL SHARES

Customers may redeem all or part of their Institutional shares
in accordance with instructions and limitations pertaining to their accounts at
the Banks. It is the responsibility of the Banks to transmit redemption orders
to the Transfer Agent and credit their Customers' accounts with the redemption
proceeds on a timely basis. Redemption orders are effected at the net asset
value per share next determined after receipt of the order by the Transfer
Agent. No charge for wiring redemption payments is imposed by the Trust,
although Banks may charge their Customers' accounts for services. Information
relating to such services and charges, if any, is available from the Banks.

If a Customer has agreed with a particular Bank to maintain a
minimum balance in his account at the Bank and the balance in such account
falls below that minimum, the Customer may be obliged to redeem all or part of
his Institutional shares to the extent necessary to maintain the required
minimum balance. Customers who have instructed that automatic purchases and
redemptions be made for their accounts receive monthly confirmations of share
transactions.

TELEPHONE REDEMPTION PROCEDURES

A shareholder of record may redeem shares in any amount by
calling 1-800-628-0523 (provided he has made the appropriate election in his
account application) or by sending a written request to Armada Funds, P.O. Box
5109, Westborough, Massachusetts 01581-5109. Redemption requests must be
signed by each shareholder, including each joint owner on redemption requests
for joint accounts, in the exact manner as the Fund account is registered, and
must state the number of shares or the amount to be redeemed and identify the
shareholder account number and tax identification number. For a redemption
amount of $5,000 or more, each signature on the written request must be
guaranteed by a commercial bank or trust company which is a member of the
Federal Reserve System or FDIC, a member firm of a national securities exchange
or a savings and loan association. A signature guaranteed by a savings bank or
notarized by a notary public is not acceptable. For a redemption amount less
than $5,000, no signature guarantee is needed. The Trust may require
additional supporting documents for redemptions made by corporations,
fiduciaries, executors, administrators, trustees, guardians and institutional
investors.

-22-
<PAGE> 28
the name in which an account is registered, the account number and recent
transactions in the account). To the extent that the Trust and its Transfer
Agent fail to use reasonable procedures to verify the genuineness of telephone
instructions, they may be liable for such instructions that prove to be
fraudulent and unauthorized. In all other cases, shareholders will bear the
risk of loss for fraudulent telephone transactions. The Trust reserves the
right to refuse a wire or telephone redemption if it believes it is advisable
to do so. Procedures for redeeming Retail shares by wire or telephone may be
modified or terminated at any time by the Trust or the Transfer Agent.

OPTION TO MAKE SYSTEMATIC WITHDRAWALS

The Trust has available a Systematic Withdrawal Plan (the
"Plan") for a shareholder who owns shares of any fund of the Trust held on the
Transfer Agent's system. The Plan allows the shareholder to have a fixed
minimum sum of $250 distributed at regular intervals. The shareholder's
account must have a minimum value of $5,000 to be eligible for the Plan.
Additional information regarding this service may be obtained from an
Investor's financial institution or the Transfer Agent at 1-800-622-FUND(3863).

OTHER REDEMPTION INFORMATION

Due to the relatively high cost of maintaining small accounts,
the Trust reserves the right to redeem, at net asset value, any account
maintained by a shareholder that has a value of less than $1,000 due to
redemptions where the shareholder does not increase the amount in the account
to at least $1,000 upon 60 days' notice.

If any portion of the shares to be redeemed represents an
investment made by personal check, the Trust reserves the right to delay
payment of the redemption proceeds until the Transfer Agent is reasonably
satisfied that the check has been collected, which could take up to 10 days
from the date of purchase. A shareholder who anticipates the need for more
immediate access to his investment should purchase shares by federal funds,
bank wire, certified or cashier's check. Financial institutions normally
impose a charge in connection with the use of bank wires, as well as certified
checks, cashier's checks and federal funds.

Payment to shareholders for shares redeemed will be made
within the time period prescribed by the settlement requirements of the
Securities Exchange Act of 1934, after receipt of the request for redemption.

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<PAGE> 29
EXCHANGE PRIVILEGE APPLICABLE TO RETAIL SHARES

The Trust offers an exchange program whereby Investors who
have paid a sales charge to purchase Retail shares of the Fund or another
investment portfolio of the Trust (each a "load Fund") may exchange those
Retail shares for Retail shares of another load Fund offered by the Trust, or
another investment fund offered by the Trust without the imposition of a sales
charge (each a "no load Fund") at the net asset value per share on the date of
exchange, provided that such other Retail shares may be legally sold in the
state of the shareholder's residence. As a result, no additional sales charge
will be incurred with respect to such an exchange. Shareholders may also
exchange Retail shares of a no load Fund for Retail shares of another no load
Fund at the net asset value per share without payment of a sales charge. In
addition, shareholders of a no load Fund may exchange Retail shares for Retail
shares of a load Fund subject to payment of the applicable sales charge.
However, shareholders exchanging Retail shares of a no load Fund which were
received in a previous exchange transaction involving Retail shares of a load
Fund will not be required to pay an additional sales charge upon notification
of the reinvestment of the equivalent amount into the Retail shares of a load
Fund. Shareholders contemplating an exchange should carefully review the
Prospectus of the fund into which the exchange is being considered. An Armada
Funds Prospectus may be obtained from National City Investments Corporation or
an Investor's financial institution or by calling 1-800-622-FUND (3863).

Any Retail shares exchanged must have a value at least equal
to the minimum initial investment required by the particular investment fund
into which the exchange is being made. Investors should make their exchange
requests in writing or by telephone to the financial institutions through which
they purchased their original Retail shares. It is the responsibility of
financial institutions to transmit exchange requests to the Transfer Agent.
Investors who purchased shares directly from the Trust should transmit exchange
requests directly to the Transfer Agent. Exchange requests received by the
Transfer Agent prior to 4:00 p.m. (Eastern Time) will be processed as of the
close of business on the day of receipt; requests received by the Transfer
Agent after 4:00 p.m. (Eastern Time) will be processed on the next Business
Day. The Trust reserves the right to reject any exchange request. During
periods of unusual economic or market changes, telephone exchanges may be
difficult to implement. In such event, an Investor should mail the exchange
request to his financial institution, and an Investor who directly purchased
shares from the Trust should mail the exchange request to the Transfer Agent.
The exchange privilege may be modified or terminated at any time upon 60 days'
notice to shareholders.

DISTRIBUTION AGREEMENT

Under the Trust's Distribution Agreement and related
Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act, each
investment fund of the Trust reimburses the Distributor monthly for the direct
and indirect expenses incurred by the Distributor in providing such fund
advertising, marketing, prospectus printing and other distribution services up
to a maximum of .10% per annum of the average net assets of the fund, inclusive
of an annual distribution fee of $250,000 payable monthly and accrued daily
among the investment funds with respect to which the Distributor is
distributing shares.

SHAREHOLDER SERVICES PLAN

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<PAGE> 30
to which the institutions render shareholder administrative services to their
customers who are the beneficial owners of Retail shares of the Fund in
consideration for the payment of up to .25% (on an annualized basis) of the
average daily net asset value of such shares. Persons entitled to receive
compensation for servicing Retail shares may receive different compensation
with respect to those shares than with respect to Institutional shares in the
same Fund. Shareholder administrative services may include aggregating and
processing purchase and redemption orders, processing dividend payments from
the Trust on behalf of customers, providing information periodically to
customers showing their position in Retail shares, and providing sub-transfer
agent services or the information necessary for subaccounting, with respect to
Retail shares beneficially owned by customers. Since financial institutions
may charge their customers fees depending on the type of customer account the
Investor has established, beneficial owners of Retail shares should read this
Prospectus in light of the terms and fees governing their accounts with
financial institutions.

DIVIDENDS AND DISTRIBUTIONS

Dividends from the net investment income of the Fund are
declared daily and paid monthly. Any net realized capital gains will be
distributed at least annually. Dividends and distributions will reduce the
Fund's net asset value per share by the per share amount thereof.

Net income for dividend purposes consists of interest accrued
and any dividend or distribution income on the Fund's assets, less amortization
of premium on such assets and the accrued expenses of the Fund. Fund shares
begin earning dividends on the day the purchase order is settled and continue
earning dividends through and including the day before the redemption order for
the shares is executed.

Shareholders may elect to have their dividends reinvested in
additional full and fractional Fund shares of the same class or series at the
net asset value of such shares on the payment date. Shareholders must make
such election, or any revocation thereof, in writing to their Bank or financial
institution. The election will become effective with respect to dividends and
distributions paid after its receipt.

Under the Services Plan, the amount of each Fund's net
investment income available for distribution to the holders of Retail shares is
reduced by the amount of shareholder servicing fees payable to financial
institutions under the Services Plan.

TAXES

The Fund intends to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code").
Such qualification generally relieves the Fund of liability for federal income
taxes to the extent its earnings are distributed in accordance with the Code.

Qualification as a regulated investment company under the Code
for a taxable year requires, among other things, that the Fund distribute to
its shareholders an amount equal to at least the sum of 90% of its investment
company taxable income and 90% of its tax-exempt interest income (if any) net
of certain deductions for such year. In general, the Fund's investment company
taxable income will be its taxable income (including interest and short-term
capital gains) subject to certain adjustments and excluding the excess of any
net long-term capital gain for the taxable year over the net short-term capital
loss, if any, for such year. The Fund intends to

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<PAGE> 31
distribute substantially all of its investment company taxable income and net
tax-exempt income each taxable year. Such distributions by the Fund will be
taxable as ordinary income to its shareholders who are not currently exempt
from federal income taxes, whether such income is received in cash or
reinvested in additional shares. (Federal income taxes for distributions to an
IRA or to a qualified retirement plan are deferred under the Code.) Because
all of the Fund's net investment income is expected to be derived from earned
interest, it is anticipated that no part of any distribution will be eligible
for the dividends received deduction for corporations.

Substantially all of the Fund's net realized long-term capital
gains, if any, will be distributed at least annually to Fund shareholders. The
Fund generally will have no tax liability with respect to such gains, and the
distributions will be taxable to Fund shareholders who are not currently exempt
from federal income taxes as long-term capital gains, regardless of how long
the shareholders have held Fund shares and whether such gains are received in
cash or reinvested in additional shares.

Dividends declared in December of any year payable to
shareholders of record on a specified date in such month will be deemed to have
been received by shareholders and paid by the Fund on December 31 of such year
in the event such dividends are actually paid during January of the following
year.

Prior to purchasing Fund shares, the impact of dividends or
distributions which are expected to be declared or have been declared, but not
paid, should be carefully considered. Any dividend or distribution paid
shortly after a purchase of shares prior to the record date will have the
effect of reducing the per share net asset value by the per share amount of the
dividend or distribution. All or a portion of such dividend or distribution,
although in effect a return of capital, may be subject to tax.

A taxable gain or loss may be realized by a shareholder upon
his redemption, transfer or exchange of Fund shares depending upon the tax
basis of such shares and their price at the time of redemption, transfer or
exchange. If a shareholder has held shares for six months or less and during
that time received a distribution taxable as a long-term capital gain, then any
loss the shareholder might realize on the sale of those shares will be treated
as a long-term loss to the extent of the earlier capital gain distribution.
Generally, a shareholder may include sales charges incurred upon the purchase
of Fund shares in his tax basis for such shares for the purpose of determining
gain or loss on a redemption, transfer or exchange of such shares. However, if
the shareholder effects an exchange of such shares for shares of another Fund
within 90 days of the purchase and is able to reduce the sales charges
applicable to the new shares (by virtue of the Trust's exchange privilege), the
amount equal to such reduction may not be included in the tax basis of the
shareholder's exchanged shares, but may be included (subject to this
limitation) in the tax basis of the new shares.

Shareholders of the Fund will be advised at least annually as
to the federal income tax consequences of distributions made to them each year.
Shareholders are advised to consult their tax advisers concerning the
application of state and local taxes which may differ from federal tax
consequences described above.

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<PAGE> 32
for careful tax planning. Accordingly, potential investors should consult
their tax advisers with specific reference to their own tax situation.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The business and affairs of the Trust are managed under the direction
of the Trust's Board of Trustees. The trustees of the Trust, their addresses,
principal occupations during the past five years, and other affiliations are as
follows:

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
---------------- -------------- ----------------------
<S> <C> <C>
Richard B. Tullis Chairman of the Board Chairman Emeritus, Harris
5150 Three Village Drive Corporation (electronic
Lyndhurst, OH 44124 communication and information
processing equipment), since
October 1985; Director, NACCO
Materials Handling Group, Inc.
(manufacturer of industrial fork
lift trucks), since 1984; Director,
Hamilton Beach/Proctor-Silex, Inc.
(manufacturer of household
appliances), since 1990; Director,
Waste-Quip, Inc. (waste handling
equipment), since 1989.

Thomas R. Benua, Jr. Trustee Chairman, EBCO Manufacturing
564 Hackberry Drive Company and subsidiaries
Westerville, OH 43081 (manufacture, sale and financing of
water coolers and dehumidifiers),
since January 1996 and President,
January 1987 to January 1996; Vice
President and Executive Committee
Member of Ebtech Corp., since March
1991.

Leigh Carter* Trustee, President Retired President and Chief
13901 Shaker Blvd., #6B and Treasurer Operating Officer, BFGoodrich
Cleveland, OH 44120 Company, August 1986 to September
1990; Director, Adams Express
Company, since April 1982;
Director, Centerior Energy Corp.,
since April 1986;
</TABLE>

-27-
<PAGE> 33
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
---------------- -------------- ----------------------
<S> <C> <C>
Director, Lamson &
Sessions Co., since April 1991;
Director, Petroleum & Resources
Corp., since April 1987; Director,
Morrison Products, since April
1983.

John F. Durkott Trustee President and Chief Operating
8600 Allisonville Road Officer, Kittle's Home Furnishings
Indianapolis, IN 46250 Center, Inc., since January 1982;
partner, Kittle's Bloomington
Property Company, since January
1981; partner, KK&D (Affiliated
Real Estate Companies of Kittle's
Home Furnishings Center), since
January 1989.

Richard W. Furst, Dean Trustee Professor of Finance and Dean,
Carol Martin Gatton Carol Martin Gatton, College of
College of Business and Business and Economics, University
Economics of Kentucky, since 1981; Director,
University of Kentucky Studio Plus Hotels, Inc., since
Lexington, KY 40506-0034 1994.

Robert D. Neary Trustee Retired Co-Chairman of Ernst &
2000 National City Center Young, April 1984-September 1993;
1900 E. 9th Street Director, Cold Metal Products,
Cleveland, OH 44114 Inc., since March 1994; Director,
Zurn Industries, Inc., since June
1995.

J. William Pullen Trustee President and Chief Executive
Whayne Supply Company Officer, Whayne Supply Co. (engine
1400 Cecil Avenue and heavy equipment distribution),
P.O. Box 35900 since 1986; President and Chief
Louisville, KY 40232-5900 Executive Officer, American
Contractors Rentals & Sales (rental
subsidiary of Whayne Supply Co.),
since 1988.
- --------------------
<FN>
* Mr. Carter is considered by the Trust to be an "interested person" of
the Trust as defined in the 1940 Act.
</TABLE>

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<PAGE> 34
The trustees of the Trust receive fees and are reimbursed for
their expenses in connection with each meeting of the Board of Trustees they
attend. Additional information on the compensation paid by the Trust to its
trustees and officers and their background is included in the Statement of
Additional Information.

INVESTMENT ADVISER

National City serves as investment adviser to the Fund.
National City is a wholly owned subsidiary of National City Corporation, which
provides trust and banking services to individuals, corporations, and
institutions, both nationally and internationally, including investment
management, estate and trust administration, financial planning, corporate
trust and agency, and personal and corporate banking. National City is a
member bank of the Federal Reserve System and the Federal Deposit Insurance
Corporation.

On March 31, 1996, the Trust Department of National City had
approximately $30 billion in assets under management and approximately $32
billion in total assets. National City has its principal offices at 1900 Ninth
Street, Cleveland, Ohio 44114.

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<PAGE> 35
Subject to the general supervision of the Trust's Board of
Trustees and in accordance with the Fund's investment policies, National City
has agreed to manage the Fund, make decisions with respect to and place orders
for all purchases and sales of the Fund's securities, and maintain the Fund's
records relating to such purchases and sales. The Fixed Income Team of
National City's Asset Management Group assumed responsibility for the
day-to-day management of the Fund upon commencement of operations of the Fund.
Members of the team make decisions for the Fund. No person is primarily
responsible for making recommendations. Members of the team are:

- Donald L. Ross, Director of the Fixed Income Team,
has been with National City since 1985. He
specializes in the overall duration and yield curve
decisions.

- Michael E. Santelli, Vice President, joined National
City in 1995. He specializes in the mortgage and
asset-backed markets.

- Alex L. Vallecillo, Assistant Vice President, joined
National City in 1996. He specializes in the
analysis of the corporate bond sector.

- Stephen P. Carpenter, Vice President, joined National
City in 1988. He has more than 21 years of
investment experience with expertise in the area of
municipal bonds -- taxable as well as tax-free -- and
money market instruments.

- John H. Lockhart, Vice President, has been with
National City since 1988. He focuses on the national
tax-exempt market.

- Douglas J. Carey, Fixed Income Analyst, joined
National City in 1995. He is responsible for the
development of econometric models used in economic
and interest rate forecasting, as well as fixed
income sector relative valuation.

- Marilou C. Hitt, Assistant Vice President, has worked
in National City's Funds Management Trading
Department since 1984. Her responsibilities include
fixed income trading of government and corporate
securities as well as short-term taxable and tax-free
money market instruments.

For the services provided and expenses assumed pursuant to the
Advisory Agreement relating to the Fund, National City is entitled to receive
an advisory fee, computed daily and payable monthly, at the annual rate of .55%
of the average net assets of the Fund. The adviser may from time to time waive
all or a portion of its advisory fees to increase the net income of the Fund
available for distribution as dividends.

AUTHORITY TO ACT AS INVESTMENT ADVISER

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<PAGE> 36
Banking laws and regulations, including the Glass-Steagall Act
as presently interpreted by the Board of Governors of the Federal Reserve
System, (a) prohibit a bank holding company registered under the Federal Bank
Holding Company Act of 1956 or any affiliate thereof from sponsoring,
organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit
such a bank holding company or affiliate from acting as investment adviser,
transfer agent, or custodian to such an investment company. The adviser
believes that it may perform the services for the Fund contemplated by the
Advisory Agreement with the Trust as described in the Agreement and this
Prospectus without violation of applicable banking laws or regulations.
However, there are no controlling judicial precedents and future changes in
legal requirements relating to the permissible activities of banks and their
affiliates, as well as future interpretations of present requirements, could
prevent the adviser from continuing to perform services for the Trust. If the
adviser was to be prohibited from providing services to the Fund, the Board of
Trustees would consider selecting another qualified firm. Any new investment
advisory agreement would be subject to shareholder approval.

Should future legislative, judicial, or administrative action
prohibit or restrict the proposed activities of the adviser, or its affiliated
and correspondent banks in connection with shareholder purchases of Fund
shares, the adviser and its affiliated and correspondent banks might be
required to alter materially or discontinue the services offered to
shareholders. It is not anticipated, however, that any resulting change in the
Trust's method of operations would affect its net asset value per share or
result in financial losses to any shareholder.

If current restrictions preventing a bank or its affiliates
from legally sponsoring, organizing, controlling, or distributing shares of an
investment company were relaxed, the adviser, or an affiliate of the adviser,
would consider the possibility of offering to perform additional services for
the Trust. Legislation modifying such restrictions has been proposed in past
sessions in Congress. It is not possible, of course, to predict whether or in
what form such legislation might be enacted or the terms upon which the
adviser, or any of its affiliates, might offer to provide such services.

ADMINISTRATOR

PFPC Inc. ("PFPC"), located at 400 Bellevue Parkway,
Wilmington, Delaware 19809, serves as the administrator to the Fund. PFPC is
an indirect, wholly-owned subsidiary of PNC Bank Corp., a multi-bank holding
company.

Under its Administration and Accounting Services Agreement
with the Trust, PFPC has agreed to provide the following services with respect
to the Fund: statistical data, data processing services and accounting and
bookkeeping services; prepare tax returns and certain reports filed with the
SEC; assist in the preparation of reports to shareholders and the preparation
of the Trust's registration statement; maintain the required fidelity bond
coverage; calculate the Fund's net asset value per share, net income, and
realized capital gains (losses); and generally assist the Fund with respect to
all aspects of its administration and operation. PFPC is entitled to receive
with respect to the Fund an administrative fee, computed daily and paid
monthly, at the annual rate of .10% of the first $200,000,000 of its net
assets, .075% of the next $200,000,000 of its net assets, .05% of the next
$200,000,000 of its net assets and .03% of its net assets over $600,000,000 and
is entitled to be reimbursed for its out-of-pocket expenses incurred on behalf
of the Fund.

DESCRIPTION OF THE TRUST AND ITS SHARES

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<PAGE> 37
The Trust was organized as a Massachusetts business trust on
January 28, 1986. The Trust is a series fund authorized to issue 36 separate
classes or series of shares of beneficial interest ("shares"). Two of these
classes or series, which represent interests in the Fund (Class S and Class S -
Special Series 1) are described in this Prospectus. Class S shares constitute
the Institutional class or series of shares; and Class S - Special Series 1
shares constitute the Retail class or series of shares. The other Funds of the
Trust are: Money Market Fund (Class A and Class A-Special Series 1),
Government Fund (Class B and Class B-Special Series 1), Treasury Fund (Class C
and Class C-Special Series 1), Tax Exempt Fund (Class D and Class D-Special
Series 1), Equity Fund (Class H and Class H-Special Series 1), Fixed Income
Fund (Class I and Class I-Special Series 1), Ohio Tax Exempt Fund (Class K and
Class K-Special Series 1), National Tax Exempt Fund (Class L and Class L-
Special Series 1), Equity Income Fund (Class M and Class M-Special Series 1),
Mid Cap Regional Fund (Class N and Class N-Special Series 1), Enhanced Income
Fund (Class O and Class O-Special Series 1), Total Return Advantage Fund (Class
P and Class P-Special Series 1), Pennsylvania Tax Exempt Fund (Class Q and
Class Q-Special Series 1), Intermediate Government Fund (Class R and Class
R-Special Series 1) and the Pennsylvania Municipal Fund (Class T and Class
T-Special Series 1). Each share has no par value, represents an equal
proportionate interest in the investment fund with other shares of the same
class or series outstanding, and is entitled to such dividends and
distributions out of the income earned on the assets belonging to such fund as
are declared in the discretion of the Trust's Board of Trustees. The Trust's
Declaration of Trust authorizes the Board of Trustees to classify or reclassify
any unissued shares into any number of additional classes of shares and to
classify or reclassify any class of shares into one or more series of shares.

Shareholders are entitled to one vote for each full share
held, and a proportionate fractional vote for each fractional share held.
Shareholders will vote in the aggregate and not by investment fund, except as
otherwise expressly required by law or when the Board of Trustees determines
that the matter to be voted on affects only the interests of shareholders of a
particular investment fund. The Statement of Additional Information gives
examples of situations in which the law requires voting by investment fund. In
addition, shareholders of each of the investment funds will vote in the
aggregate and not by class or series, except as otherwise expressly required by
law or when the Board of Trustees determines the matter to be voted on affects
only the interests of the holders of a particular class or series of shares.
Under the Services Plan, only the holders of Retail shares in an investment
fund are, or would be entitled to vote on matters submitted to a vote of
shareholders (if any) concerning the Services Plan. Voting rights are not
cumulative, and accordingly, the holders of more than 50% of the aggregate
shares of the Trust may elect all of the trustees irrespective of the vote of
the other shareholders.

As stated above, the Trust is organized as a trust under the
laws of Massachusetts. Shareholders of such a trust may, under certain
circumstances, be held personally liable (as if they were partners) for the
obligations of the trust. The Declaration of Trust of the Trust provides for
indemnification out of the Trust property for any shareholder held personally
liable solely by reason of his being or having been a shareholder and not
because of his acts or omissions or some other reason.

-32-
<PAGE> 38
be called by shareholders to consider the removal of one or more trustees.
Shareholders will receive shareholder communication assistance with respect
to such matter as required by the 1940 Act.

CUSTODIAN AND TRANSFER AGENT

National City serves as the custodian of the Trust's assets.
First Data Investor Services Group, Inc., a wholly-owned subsidiary of First
Data Corp., serves as the Trust's transfer and dividend disbursing agent.
Communications to the Transfer Agent should be directed to P. O. Box 5109,
Westborough, Massachusetts 01581-5109. The fees payable by the Trust for these
services are described in the Statement of Additional Information.

EXPENSES

Except as noted below, the Trust's adviser bears all expenses
in connection with the performance of its services. The Fund must bear its own
expenses incurred in its operations including: taxes; interest; fees
(including fees paid to its trustees and officers); SEC fees; state securities
qualification fees; costs of preparing and printing prospectuses for regulatory
purposes and for distribution to existing shareholders; expenses related to the
Distribution Plan; advisory fees; administration fees and expenses; charges of
the custodian and Transfer Agent; certain insurance premiums; outside auditing
and legal expenses; costs of shareholders' reports and shareholder meetings;
and any extraordinary expenses. The Fund also pays for brokerage fees and
commissions in connection with the purchase of its portfolio securities. Under
the Services Plan, the Retail shares in the Fund also bear the expense of
shareholder servicing fees.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and
annual financial statements audited by independent auditors.

Pursuant to Rule 17f-2, as National City serves the Trust as
both the custodian and an investment adviser, a procedure has been established
requiring three annual verifications, two of which are to be unannounced, of
all investments held pursuant to the Custodian Services Agreement, to be
conducted by the Trust's independent auditors.

As used in this Prospectus, a "vote of the holders of a
majority of the outstanding shares" of the Trust or a particular investment
fund means, with respect to the approval of an investment advisory agreement, a
distribution plan or a change in a fundamental investment policy, the
affirmative vote of the lesser of (a) 50% or more of the outstanding shares of
the Trust or such fund or (b) 67% or more of the shares of the Trust or such
fund present at a meeting if more than 50% of the outstanding shares of the
Trust or such fund are represented at the meeting in person or by proxy.

Inquiries regarding the Trust or any of its investment funds
may be directed to 1-800-622-FUND(3863).

-33-
<PAGE> 39
ARMADA FUNDS

INVESTMENT ADVISER

National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
EXPENSE TABLE . . . . . . . . . . . . . . . . . . . . . 3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . 6
RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES . . . 6
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . 15
YIELD AND PERFORMANCE INFORMATION . . . . . . . . . . . 16
PRICING OF SHARES . . . . . . . . . . . . . . . . . . . 17
HOW TO PURCHASE AND REDEEM SHARES . . . . . . . . . . . 18
DISTRIBUTION AGREEMENT . . . . . . . . . . . . . . . . 24
SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . 24
DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . 24
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 25
MANAGEMENT OF THE TRUST . . . . . . . . . . . . . . . . 26
DESCRIPTION OF THE TRUST AND ITS SHARES . . . . . . . . 30
CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . 31
EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 31
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

-----------------------------------------------------------
o SHARES OF THE ARMADA FUNDS ARE NOT BANK DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED OR OTHERWISE SUPPORTED BY, NATIONAL
CITY BANK ITS PARENT ANY OF ITS AFFILIATES OR ANY BANK.

o SHARES OF THE ARMADA FUNDS ARE NOT INSURED OR GUARANTEED BY THE
U.S. GOVERNMENT, FDIC, OR ANY GOVERNMENTAL AGENCY OR STATE.

o AN INVESTMENT IN THE ARMADA FUNDS INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

National City Bank and certain of its affiliates serve as investment
advisers to Armada Funds for which they receive an investment
advisory fee. Past performance is not indicative of future
performance, and the investment return will fluctuate, so that you
may have a gain or loss when you sell your shares.

-----------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRUST OR ITS DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

-34-
<PAGE> 40
ARMADA FUNDS

PROSPECTUS

_______________________, 1996

GNMA Fund

-35-
<PAGE> 41

ARMADA FUNDS
4400 Computer Drive
Westborough, MA 01581

ARMADA FUNDS

Investment Adviser
Affiliate of
National City
Corporation

National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114

-36-
<PAGE> 42

<TABLE>
<CAPTION>
ARMADA FUNDS
_____________________________________________________________________________________________________
<S> <C>
400 Computer Drive If you purchased your shares
Westborough, Massachusetts 01581 through National City Investments
Corporation, please call your Investment
Consultant for information.

For current performance, fund
information, and to purchase shares,
please call 1-800-622-FUND(3863).

For account redemption information,
please call 1-800-628-0523.
</TABLE>

This Prospectus describes shares in the following investment fund (the
"Fund") of Armada Funds (the "Trust") and its investment objective and
policies:

PENNSYLVANIA MUNICIPAL FUND'S investment objective is to provide current
income exempt from both regular federal income and Pennsylvania personal
income taxes while preserving capital. The Fund invests primarily in
investment grade, high quality debt obligations issued by or on behalf of the
Commonwealth of Pennsylvania.

The net asset value per share of the Fund will fluctuate as the value
of its investment fund changes in response to changing market prices and other
factors.

National City Bank ("National City") serves as investment adviser to
the Fund (the "adviser"). Weiss, Peck & Greer, L.L.C. ("WPG") serves as
sub-investment adviser to the Fund (the "sub-adviser").

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

____________, 1996

-1-
<PAGE> 43
The classes or series which represent interests in the Fund
are described in this Prospectus. Class T shares constitute the Institutional
class or series of shares (herein referred to as the "Institutional shares") of
the Fund. Class T - Special Series 1 shares constitute the Retail class or
series of shares (herein referred to as the "Retail shares") of the Fund.

Institutional shares are sold primarily to Banks and National
Asset Management Corporation ("NAM") customers. Retail shares are sold to the
public primarily through financial institutions such as banks, brokers and
dealers.

EXPENSE TABLE

<TABLE>
<CAPTION>
PENNSYLVANIA PENNSYLVANIA
MUNICIPAL FUND MUNICIPAL FUND
RETAIL INSTITUTIONAL
SHARES1 SHARES
------ -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge
Imposed on Purchases . . . . . 3.00% None
Sales Charge Imposed
on Reinvested Dividends . . . None None
Deferred Sales Charge . . . . . None None
Redemption Fee . . . . . . . . . None None
Exchange Fee . . . . . . . . . . None None
FUND OPERATING EXPENSES
(as a percentage of average net
assets)
Management Fees (after fee
waivers)2 . . . . . . . . . . .54% .54%
12b-1 Fees3 . . . . . . . . . . .01% .01%
Other Expenses . . . . . . . . . .39% .29%
---- ----
TOTAL FUND OPERATING
EXPENSES (AFTER FEE WAIVERS)2 .94% .84%
- --------------------------- ==== ====
<FN>
1 The Trust has implemented a Shareholder Services Plan (the "Services
Plan") with respect to Retail shares in the Fund. Under the Services
Plan, the Trust may enter into shareholder servicing agreements with
certain financial institutions pursuant to which they would agree to
provide shareholder administrative services to their customers who
beneficially own Retail shares in consideration for the payment of up
to .10% (on an annualized basis) of the net asset value of such
shares.

2 The expense information in the table relating to the Fund has been
restated to reflect current fees. Management fees (before waivers)
would be .55%. Total Fund Operating Expenses (before waivers) would
be .95% for the Retail shares and .85% for the Institutional shares.

3 As a result of the payment of sales charges and 12b-1 and certain
other related fees, long-term shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted by
the National Association of Securities Dealers, Inc. ("NASD"). The
NASD has adopted rules which generally limit the aggregate sales
charges and payments under the Trust's Service and Distribution Plan
("Distribution Plan") and Services Plan to a certain percentage of
total new gross share sales, plus interest. The Trust would stop
accruing 12b-1 and related fees if, to the extent, and for as long as,
such limit would otherwise be exceeded.
</TABLE>
_______________________

-2-
<PAGE> 44
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Pennsylvania Municipal Fund
Retail Shares . . . . . . . . . . . . . . $39 $59 $80 $142
Pennsylvania Municipal Fund
Institutional Shares . . . . . . . . . . $ 9 $27 $47 $104
</TABLE>

THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RATES OF RETURN. ACTUAL EXPENSES AND RATES OF RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN.

-3-
<PAGE> 45
FINANCIAL HIGHLIGHTS
(FOR A FUND SHARE OUTSTANDING THROUGHOUT EACH PERIOD)

PENNSYLVANIA MUNICIPAL FUND

The following table has been audited by the Fund's prior
independent auditors whose report is incorporated by reference in the Statement
of Additional Information. It should be read in conjunction with the financial
statements and related notes which are incorporated by reference in the
Statement of Additional Information.

YEAR ENED PERIOD ENDED
APRIL 30, APRIL 30,
1996 1995(2)
---- ----
<S> <C> <C>
Net Asset Value, Beginning of Period
INCOME FROM INVESTMENT OPERATIONS
Net Investment Income
Net Realized and Unrealized . . . . . . . . . . . . . . .
Gains on Securities . . . . . . . . . . . . . . . . .

Total from Investment Operations

LESS DISTRIBUTIONS
Dividends from Net Investment Income
Distributions from Realized
Capital Gains. . . . . . . . . . . . . . . . . . . .
Total Distributions . . . . . . . . . . . . . . . . . . . . .

Net Asset Value, End of Period

Total Return 4

RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (000)

Ratio of Expenses to Average
Net Assets 1,3

Ratio of Net Investment Income
to Average Net Assets 1,3

Portfolio Turnover Rate . . . . . . . . . . . . . . .
<FN>
1. The operating expense ratio and the net investment income ratio before fee waivers by
the investment adviser, administrator and custodian for the periods ended April 30, 1996
and April 30, 1995 would have been _____% and _____% and _____% and _____%, respectively.
2. Commenced operations on August 10, 1994. The Fund did not offer Institutional shares during
the period covered by the Financial Highlights.
3. Annualized.
4. Total return does not reflect the sales charge.
Not annualized.
</TABLE>

-4-
<PAGE> 46
INTRODUCTION

The Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended ("1940 Act").
The Fund consists of a pool of assets with investment objective and policies,
as described below under "Risk Factors, Investment Objective and Policies."
Under the 1940 Act, the Fund is classified as a non-diversified investment
fund.

Shares of the Fund have been classified into two separate
classes -- Retail shares and Institutional shares. Retail shares and
Institutional shares represent equal pro rata interests in the Fund except
that, as described more fully below under "Shareholder Services Plan" (the
"Services Plan"), the Trust has implemented the Services Plan with respect to
the Retail shares of the Fund. Under the Services Plan, only the beneficial
owners of Retail shares would bear the expenses of shareholder administrative
services which are provided by financial institutions for their benefit
(estimated not to exceed .10% annually). See "Shareholder Services Plan,"
"Dividends and Distributions" and "Description of the Trust and Its Shares" for
a description of the impact that the Services Plan may have on holders of
Retail shares.

RISK FACTORS, INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the Fund is to provide current
income exempt from both regular federal income and Pennsylvania personal income
tax while preserving capital. The Fund seeks to achieve its objective by
investing primarily in investment grade Pennsylvania Municipal Securities.
Pennsylvania Municipal Securities are debt obligations and municipal lease
obligations issued by or on behalf of the Commonwealth of Pennsylvania and its
political subdivisions and financing authorities, and obligations of the United
States, including territories and possessions of the United States, the income
from which is, in the opinion of qualified legal counsel, exempt from federal
regular income tax and Pennsylvania state income tax imposed upon non-corporate
taxpayers ("Pennsylvania Municipal Securities").

Under normal market conditions, the Fund will be fully
invested in Pennsylvania Municipal Securities. This policy is fundamental and
may not be changed without the affirmative vote of the holders of a majority of
the Fund's outstanding shares (as defined under "Miscellaneous"). The Fund may
invest up to 10% of its assets in Pennsylvania Municipal Securities the
interest on which is a preference item for purposes of the alternative minimum
tax.

-5-
<PAGE> 47
For temporary defensive purposes when, in the opinion of the
sub-adviser, Pennsylvania Municipal Securities of sufficient quality are not
readily available, the Fund may invest up to 100% of its assets in securities
which pay interest exempt only from federal income taxes and in taxable
securities. Dividends paid by the Fund which are derived from interest
properly attributable to Pennsylvania Municipal Securities will be exempt from
regular federal income tax and Pennsylvania personal income tax. Dividends
derived from interest on Municipal Securities of other governmental issuers
will be exempt from regular federal income tax but may be subject to
Pennsylvania personal income tax. See "Taxes."

The Fund may hold uninvested cash reserves, pending
investment, during temporary defensive periods. There is no percentage
limitation on the amount of assets which may be held uninvested during
temporary defensive periods; however, uninvested cash reserves will not earn
income. See "Other Investment Policies of the Fund." The Fund may invest in
variable and floating rate obligations, may purchase zero coupon bonds and
securities on a "when-issued" basis, and reserves the right to engage in
transactions involving standby commitments and repurchase agreements.

Although the Fund's average weighted maturity will vary in
light of current market and economic conditions, the comparative yields on
instruments with different maturities, and other factors, the Fund anticipates
that it will maintain a dollar-weighted average portfolio maturity of seven
years or less. Each security purchased by the Fund will have a maximum
maturity of fifteen years.

Special Considerations

Pennsylvania's economy historically has been dependent upon
heavy industry, but has diversified recently into various services,
particularly into medical and health services, education and financial
services. Agricultural industries continue to be an important part of the
economy, including not only the production of diversified food and livestock
products, but substantial economic activity in agribusiness and food-related
industries. Service industries currently employ the greatest share of
non-agricultural workers, followed by the categories of trade and
manufacturing. Future economic difficulties in any of these industries could
have an adverse impact on the finances of the Commonwealth of Pennsylvania or
its municipalities, and could adversely affect the market value of the Bonds in
the Pennsylvania Trust or the ability of the respective obligors to make
payments of interest and principal due on such Bonds. Rising unemployment, a
relatively high proportion of persons 65 and older in the Commonwealth of
Pennsylvania and court ordered increases in healthcare reimbursement rates
place increased pressures on the tax resources of the Commonwealth and its
municipalities. The Commonwealth has sold a substantial amount of bonds over
the past several years, but the debt burden remains moderate. The recession
has affected Pennsylvania's economic base, with income and job growth at levels
below national averages. Employment growth has shifted to the trade and
service sectors, with losses in more high-paid manufacturing positions. A new
governor took office in January 1995, but the Commonwealth has continued to
show fiscal restraint.

OTHER INVESTMENT POLICIES

Types of Municipal Bonds

The two principal classifications of Municipal Bonds which may
be held by the Fund are "general obligation" securities and "revenue"
securities. General obligation securities are secured by the issuer's pledge
of its full faith, credit and taxing power for the payment of principal and
interest.

-6-
<PAGE> 48
Revenue or "special obligation" securities are payable only from the revenues
derived from a particular facility or class of facilities or, in some cases,
from the proceeds of a specific excise tax or other specific revenue source
such as the user of the facility being financed. Any private activity bonds
(including industrial development bonds) held by the Fund are in most cases
revenue securities and are not payable from revenues of the issuer.
Consequently, the credit quality of private activity bonds is usually directly
related to the credit standing of the corporate or other user of the facility
involved. Private activity bonds are included in the term "Municipal Bonds"
only if the interest paid thereon is exempt from regular federal income tax and
not treated as a specific tax preference item under the federal alternative
minimum tax. See "Taxes."

The Fund may also invest in "moral obligation" bonds, which
are ordinarily issued by special purpose public authorities in certain states.
If the issuer of moral obligation bonds is unable to meet its debt service
obligations from current revenues, it may draw on a reserve fund, the
restoration of which is a moral commitment but not a legal obligation of the
state or municipality which created the issuer.

The Fund may also purchase municipal leases. Municipal leases
are obligations issued by state and local governments or authorities to finance
the acquisition of equipment and facilities and may be considered to be
illiquid. They may take the form of a lease, an installment purchase contract,
a conditional sales contract, or a participation certificate in any of the
above.

Municipal lease obligations typically are not backed by the
municipality's credit, and their interest may become taxable if the lease is
assigned. If funds are not appropriated for the following year's lease
payments, a lease may terminate, with a possibility of default on the lease
obligation and significant loss to the Fund. Under guidelines established by
the Board of Directors, the credit quality of municipal leases will be
determined on an ongoing basis, including an assessment of the likelihood that
a lease will be canceled.

The Fund may also invest in unsecured short-term promissory
notes issued by municipalities and other entities.

Ratings Criteria

The Fund invests in Municipal Bonds which at the time of
purchase are rated the following or higher: "BBB" by Standard and Poor's
Ratings Group ("S&P"), or Fitch Investors Service, Inc. ("Fitch"), "Baa" by
Moody's Investors Service, Inc. ("Moody's"), or "A" by Duff & Phelps Credit
Rating Co. ("Duff") in the case of bonds; "SP-2" by S&P, "F-2" by Fitch, "Duff
2" by Duff, or "MIG-2" ("VMIG-2" for variable rate demand notes) by Moody's in
the case of notes; or "A-2" by S&P, "F-2" by Fitch, "Duff 2" by Duff, Baa or
"Prime-2" by Moody's in the case of tax-exempt commercial paper. Securities
that are unrated at the time of purchase will be determined to be of comparable
quality by the Fund's adviser pursuant to guidelines approved by the Trust's
Board of Trustees. The applicable ratings are more fully described in the
Appendix to the Statement of Additional Information.

-7-
<PAGE> 49
Stand-by Commitments

The Fund may acquire stand-by commitments with respect to
Municipal Securities held in its fund. Under a stand-by commitment, a dealer
agrees to purchase at the Fund's option specified Municipal Bonds at a
specified price. Stand-by commitments acquired by the Fund must be of high
quality as determined by any Rating Agency, or, if not rated, must be of
comparable quality as determined by the Fund's adviser. The Fund acquires
stand-by commitments solely to facilitate portfolio liquidity and does not
intend to exercise its rights thereunder for trading purposes.

Variable and Floating Rate Obligations

The Fund may purchase variable and floating rate obligations
(including variable amount master demand notes) which are unsecured instruments
that permit the indebtedness thereunder to vary and provide for periodic
adjustments in the interest rate. Because variable and floating rate
obligations are direct lending arrangements between the Fund and the issuer,
they are not normally traded. Although there may be no active secondary market
in such instruments, the Fund may demand payment of principal and accrued
interest at a time specified in the instrument or may resell them to a third
party. Such obligations may be backed by bank letters of credit or guarantees
issued by banks, other financial institutions or the U.S. Government, its
agencies or instrumentalities. The quality of any letter of credit or
guarantee will be rated high quality or, if unrated, will be determined to be
of comparable quality by the Fund's sub-adviser. In the event an issuer of a
variable or floating rate obligation defaulted on its payment obligation, the
Fund might be unable to dispose of the instrument because of the absence of a
secondary market and could, for this or other reasons, suffer a loss to the
extent of the default.

Certificates of Participation

The Fund may purchase Municipal Securities in the form of
"certificates of participation" which represent undivided proportional
interests in lease payments by a governmental or nonprofit entity. The
municipal leases underlying the certificates of participation in which the Fund
invests will be subject to the same quality rating standards applicable to
Municipal Securities. The lease payments and other rights under the lease
provide for and secure the payments on the certificates. Lease obligations may
be limited by law, municipal charter or the duration or nature of the
appropriation for the lease and may be subject to periodic appropriation. If
the entity does not appropriate funds for future lease payments, the entity
cannot be compelled to make such payments. Furthermore, a lease may provide
that the certificate trustee cannot accelerate lease obligations upon default;
in such event, the trustee would only be able to enforce lease payments as they
became due. In the event of a default or failure of appropriation, it is
unlikely that the trustee would be able to obtain an acceptable substitute
source of payment. In addition, certificates of participation are less liquid
than other bonds because there is a limited secondary trading market for such
obligations. To alleviate potential liquidity problems with respect to these
investments, the Fund may enter into remarketing agreements which may provide
that the seller or a third party will repurchase the obligation within seven
days after demand by the Fund and upon certain conditions (such as the Fund's
payment of a fee).

-8-
<PAGE> 50
Zero Coupon Bonds

Zero coupon obligations are discount debt obligations that do
not make periodic interest payments although income is generally imputed to the
holder on a current basis. Such obligations may have higher price volatility
than those which require the payment of interest periodically. The adviser and
sub-adviser will consider the liquidity needs of the Fund when any investment
in zero coupon obligations is made.

When-Issued Securities

Illiquid Securities

The Fund will not knowingly invest more than 15% of the value
of its net assets in securities that are illiquid. Illiquid securities would
generally include repurchase agreements with notice/termination dates in excess
of seven days and certain securities which are subject to trading restrictions
because they are not registered under the Securities Act of 1933, as amended
(the "1933 Act").

Taxable Money Market Instruments

The Fund may invest, from time to time, a portion of its
assets for temporary defensive or other purposes in short-term money market
instruments, the income from which is subject to federal income tax ("Taxable
Money Market Instruments"). Taxable Money Market Instruments may include:
obligations of the U.S. Government and its agencies and instrumentalities; debt
securities (including commercial paper) of issuers having, at the time of
purchase, a quality rating within the highest rating categories of S&P, Fitch,
Duff or Moody's or unrated instruments of comparable quality; certificates of
deposit; bankers' acceptances; and repurchase agreements with respect to such
obligations.

-9-
<PAGE> 51
Securities of Other Investment Companies

Subject to 1940 Act limitations and pursuant to applicable SEC
requirements, the Fund may invest in securities issued by other investment
companies (including other investment companies advised by the advisers) which
invest in high quality, short-term debt securities and which determine their
net asset value per share based on the amortized cost or penny-rounding method.
As a shareholder of another investment company, the Fund would bear, along with
other shareholders, its pro rata portion of that company's expenses, including
advisory fees. These expenses would be in addition to the advisory and other
expenses that the Fund bears directly in connection with its own operations.
Investment companies in which the Fund may invest may also impose a sales or
distribution charge in connection with the purchase or redemption of their
shares and other types of commissions or charges. Such charges will be payable
by the Fund and, therefore, will be borne indirectly by its shareholders. For
further information, see "Risk Factors, Investment Objectives and Policies" in
the Statement of Additional Information.

INVESTMENT LIMITATIONS

The Fund is subject to a number of investment limitations. The
following investment limitations are matters of fundamental policy and may not
be changed without the affirmative vote of the Fund's outstanding shares (as
defined under "Miscellaneous"). (Other investment limitations that also cannot
be changed without a vote of shareholders are contained in the Statement of
Additional Information under "Risk Factors, Investment Objective and
Policies.")

The Fund may not:

1. Make loans, except that the Fund may purchase or hold
debt instruments in accordance with its investment objective and policies, and
the Fund may enter into repurchase agreements in accordance with its investment
objective and policies.

2. Borrow money or issue senior securities, except that
the Fund may borrow from anyone for temporary purposes in amounts not in excess
of 5% of the value of its total assets at the time of such borrowing; or the
Fund may borrow from a bank for non-temporary purposes, provided that the
borrowing does not exceed 33 1/3% of the Fund's net assets. To the extent that
a bank borrowing exceeds 5% of the Fund's total assets, asset coverage of at
least 300% is required. The Fund will not purchase securities while
outstanding borrowings equal or exceed 5% of the Fund's total assets.

4. Purchase any securities (except securities issued or
guaranteed by the United States, any state, territory or possession of the
United States, the District of Columbia or any of their authorities, agencies,
instrumentalities or political subdivisions) which would cause 25% or more of
the Fund's total assets at the time of purchase to be invested in the
securities of issuers conducting their principal business activities in the
same industry.

5. Purchase securities of any one issuer (other than
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities) if, immediately after and as a result of such purchase, (i)
more than 5% of the value of its total assets would be invested in such issuer,
or (ii) more than 10% of the outstanding voting securities of such issuer would
be held by the Fund, except that up to 50% of the value of its total assets may
be invested without regard to these 5% and 10% limitations,

-10-
<PAGE> 52
respectively, provided that no more than 25% of the value of the Fund's total
assets may be invested in the securities of any one issuer.

For purposes of investment limitation No. 4, a security is
considered to be issued by the governmental entity (or entities) whose assets
and revenues back the security, or, with respect to a private activity bond
that is backed only by the assets and revenues of a nongovernmental user, a
security is considered to be issued by such nongovernmental user.

Opinions relating to the validity of Municipal Securities and
to the exemption of interest thereon from federal income tax (and, with respect
to Pennsylvania Municipal Securities, to the exemption of interest from
Pennsylvania income tax) are rendered by bond counsel to the respective issuers
at the time of issuance. Neither the Fund nor its advisers will review the
proceedings relating to the issuance of Municipal Bonds or the basis for such
opinions.

YIELD AND PERFORMANCE INFORMATION

From time to time, the Trust may quote in advertisements or in
reports to shareholders the Fund's yield, tax-equivalent yield and total return
data for its Institutional shares and Retail shares. The "yield" quoted in
advertisements refers to the income generated by an investment in a class of
shares over a 30-day period identified in the advertisement. This income is
then "annualized." The amount of income generated by an investment during a
30-day period is assumed to be earned and reinvested at a constant rate and
compounded semi-annually; the annualized income is then shown as a percentage
of the investment. The Fund's "tax-equivalent" yield for a class of shares,
which shows the level of taxable yield necessary to produce an after-tax
equivalent to the Fund's tax-free yield for that class, may also be quoted from
time to time. It is calculated by increasing the yield (calculated as above)
for a class of shares by the amount necessary to reflect the payment of federal
and Pennsylvania income tax at stated tax rates. The Fund's tax-equivalent
yield for a class of shares will always be higher than its yield.

The Fund calculates its total returns for each class of shares
on an "average annual total return" basis for various periods from the date of
commencement of investment operations and for other periods as permitted under
the rules of the SEC. Average annual total return reflects the average annual
percentage change in value of an investment in the class over the measuring
period. Total returns for each class of shares may also be calculated on an
aggregate total return basis for various periods. Aggregate total return
reflects the total percentage change in value over the measuring period. Both
methods of calculating total return reflect changes in the price of the shares
and assume that any dividends and capital gain distributions made by the Fund
with respect to a class during the period are reinvested in shares of that
class. When considering average total return figures for periods longer than
one year, it is important to note that the annual total return of a class for

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<PAGE> 53
any one year in the period might have been greater or less than the average for
the entire period. The Fund may also advertise, from time to time, the total
returns of one or more classes of shares on a year-by-year or other basis for
various specified periods by means of quotations, charts, graphs or schedules.

Shareholders should note that the yield and total return on
Retail shares will be reduced by the amount of shareholder servicing fees that
are payable under the Services Plan. See "Shareholder Services Plan."

Investors may compare the performance of each class of shares
of the Fund to the performance of other mutual funds with comparable investment
objectives, to various mutual fund or market indices, such as the Lehman
Five-Year Index and to data or rankings prepared by independent services such
as Lipper Analytical Services, Inc. or other financial or industry publications
that monitor the performance of mutual funds. Comparisons may also be made to
indices or data published in Money Magazine, Forbes, Barron's, The Wall Street
Journal, The New York Times, Business Week, U.S.A. Today, CDA/Weisenberger, The
American Banker, Morningstar, Incorporated and other publications of a local,
regional or financial industry nature.

PRICING OF SHARES

For purposes of pricing purchase and redemption orders, the
net asset value per share of the Fund is calculated as of the close of the New
York Stock Exchange (the "Exchange") (generally, 4:00 p.m., Eastern Time). Net
asset value per share is determined on each business day, except those holidays
which the Exchange, or banks and trust companies which are affiliated with
National City Corporation (the "Banks"), observe (currently New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day) ("Business
Day"). Net asset value per share of a particular class in the Fund is
calculated by dividing the value of all securities and other assets belonging
to the Fund allocable to such class, less the liabilities charged to that
class, by the number of the outstanding shares of that class.

-12-
<PAGE> 54
which quotations are not readily available are valued at their fair value under
procedures approved by the Board of Trustees. Absent unusual circumstances,
short-term investments having maturities of 60 days or less are valued on the
basis of amortized cost unless the Trust's Board of Trustees determines that
this does not represent fair value. The net asset value per share of each
class of shares of the Fund will fluctuate as the value of its investment fund
changes.

HOW TO PURCHASE AND REDEEM SHARES

DISTRIBUTOR

PURCHASE OF RETAIL SHARES

Financial institutions may charge certain account fees
depending on the type of account the Investor has established with the
institution. (For information on such fees, the Investor should review his
agreement with the institution or contact it directly.) In addition, certain
financial institutions may enter into shareholder servicing agreements with the
Trust whereby a financial institution would perform various administrative
support services for its customers who are the beneficial owners of Retail
shares and would receive fees from the Fund for such services of up to .10% (on
an annualized basis) of the average daily net asset value of such shares. See
"Shareholder Services Plan." To purchase shares, Investors should call
1-800-622-FUND(3863) or visit their local National City Investments Corporation
office: Cleveland (1-800-624-6450), Columbus (1-800-345-0278), Dayton
(1-800-755-8723), Akron (1-800-229-0295), Louisville (1-800-727-5656),
Indianapolis (1-800-826-2868), Toledo (1-800-331-8275) or Youngstown
(1-800-742-4098).

The minimum investment is $2,500 for the initial purchase of
Retail shares in the Fund. All subsequent investments for Retail shares are
subject to a minimum investment of $250. Investments made in Retail shares of
the Fund through a monthly savings program described below are not subject to
the minimum initial and subsequent investment requirements or any minimum
account balance requirements described in "Other Redemption Information" below.

Under a monthly savings program, Investors may add to their
investment in Retail shares of the Fund, in a consistent manner twice each
month, with a minimum amount of $50 per month. Monies may be automatically
withdrawn from a shareholder's checking or savings account available through an
Investor's financial institution and invested in additional Retail shares at
the Public Offering Price next determined after an order is received by the
Trust. An Investor may apply for participation in a monthly program through a

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<PAGE> 55
financial institution, such as banks, brokers, or dealers selling Retail shares
of the Fund, by completing an application. The program may be modified or
terminated by an Investor on 30 days written notice or by the Trust at any
time.

All shareholders of record will receive confirmations of share
purchases and redemptions. Financial institutions will be responsible for
transmitting purchase and redemption orders to the Trust's transfer agent,
First Data Investor Services Group, Inc. (formerly The Shareholder Services
Group, Inc. d/b/a "440 Financial") (the "Transfer Agent"), on a timely basis.

The Trust reserves the right to reject any purchase order.

SALES CHARGES APPLICABLE TO PURCHASES OF RETAIL SHARES

The Public Offering Price for Retail shares of the Fund is the
sum of the net asset value of the shares being purchased plus any applicable
sales charge per account, which is assessed as follows:

$100,000 but less
than $250,000 . . . . . . . . . 2.00 2.04 2.00

$250,000 but less
than $500,000 . . . . . . . . . 1.50 1.52 1.50

$500,000 but less
than $1,000,000 . . . . . . . . 1.00 1.01 1.00

$1,000,000 or more . . . . . . . 0.00 0.00 0.00
</TABLE>

Under the 1933 Act, the term "underwriter" includes persons
who offer or sell for an issuer in connection with the distribution of a
security or have a direct or indirect participation in such undertaking, but
excludes persons whose interest is limited to a commission from an underwriter
or dealer not in excess of the usual and customary distributors' or sellers'
commission. The Staff of the SEC has expressed the view that persons who
receive 90% or more of a sales load may be deemed to be underwriters within the
meaning of this definition. The Dealers' Reallowance may be changed from time
to time.

No sales charge will be assessed on purchases of Retail shares
made by: (a) trustees and officers of the Trust; (b) directors, employees and
participants in employee benefit/retirement plans (annuitants) of National City
Corporation or any of its affiliates; (c) the spouses, children, grandchildren,
and parents of individuals referred to in clauses (a) and (b) above; (d)
qualified retirement plans purchasing shares through National City Investments
Corporation or NatCity Investments, Inc.; (e) individuals investing in the Fund
by way of a direct transfer or a rollover from a qualified plan distribution
and subsequent transactions into the same account where affiliates of National
City Corporation are serving as a trustee or agent; (f) investors purchasing
Fund shares through a payroll deduction plan; and (g) individuals investing in
the Fund by way of an asset allocation

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<PAGE> 56
program sponsored by financial institutions, although certain account level
fees may apply.

REDUCED SALES CHARGES APPLICABLE TO PURCHASES OF RETAIL SHARES

PURCHASE OF INSTITUTIONAL SHARES

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<PAGE> 57
obtain information relating to the requirements of such accounts from their
Banks.

If participating in an Asset Diversification Account,
Customers may purchase Institutional shares under a monthly savings program.
Customers may add to their investment in the Institutional shares of the Fund,
in a consistent manner each month, with a minimum amount of $50. Monies may be
automatically withdrawn from a shareholder's checking or savings account
available through a Customer's financial institution and invested in additional
shares at the net asset value per share next determined after an order is
received by the Trust. A Customer may apply for participation in a monthly
program through a financial institution, such as banks or brokers, by
completing an authorization form. The program may be modified or terminated by
an Investor on 30 days written notice or by the Trust at any time.

The Trust reserves the right to reject any purchase order.

EFFECTIVE TIME OF PURCHASES

REDEMPTION OF RETAIL SHARES

REDEMPTION OF INSTITUTIONAL SHARES

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<PAGE> 58
If a Customer has agreed with a particular Bank to maintain a
minimum balance in his account at the Bank and the balance in such account
falls below that minimum, the Customer may be obliged to redeem all or part of
his Institutional shares to the extent necessary to maintain the required
minimum balance. Customers who have instructed that automatic purchases and
redemptions be made for their accounts receive monthly confirmations of share
transactions.

TELEPHONE REDEMPTION PROCEDURES

During periods of unusual economic or market changes,
telephone redemptions may be difficult to implement. In such event,
shareholders should mail their redemption requests to their financial
institutions or Armada Funds at the address shown above. Neither the Trust nor
its Transfer Agent will be responsible for the authenticity of instructions
received by telephone that are reasonably believed to be genuine. In
attempting to confirm that telephone instructions are genuine, the Trust and
its Transfer Agent will use such procedures as are considered reasonable,
including recording those instructions and requesting information as to
account registration (such as the name in which an account is registered, the
account number and recent transactions in the account). To the extent that the
Trust and its Transfer Agent fail to use reasonable procedures to verify the
genuineness of telephone instructions, they may be liable for such instructions
that prove to be fraudulent and unauthorized. In all other cases, shareholders
will bear the risk of loss for fraudulent telephone transactions. The Trust
reserves the right to refuse a wire or telephone redemption if it believes it
is advisable to do so. Procedures for redeeming Retail Shares by wire or
telephone may be modified or terminated at any time by the Trust or the
Transfer Agent.

OPTION TO MAKE SYSTEMATIC WITHDRAWALS

The Trust has available a Systematic Withdrawal Plan (the
"Plan") for a shareholder who owns shares of any Fund held on the Fund transfer
agent's system. The Plan allows the shareholder to have a fixed minimum sum of
$250 distributed at regular intervals. The shareholder's account must have a
minimum value of $5,000 to be eligible for the Plan. Additional information
regarding this service may be obtained from an investor's financial institution
or the Transfer Agent at 1-800-622-FUND(3863).

OTHER REDEMPTION INFORMATION

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<PAGE> 59
the shareholder does not increase the amount in the account to at least $1,000
upon 60 days notice.

Payment to Shareholders for shares redeemed will be made
within the time period prescribed by the settlement requirements of the
Securities Exchange Act of 1934, after receipt of the request for redemption.

EXCHANGE PRIVILEGE APPLICABLE TO RETAIL SHARES

The Trust offers an exchange program whereby Investors who
have paid a sales charge to purchase Retail shares of the Fund or another
investment portfolio of the Trust (each a "load Fund") may exchange those
Retail shares for Retail shares of another load Fund offered by the Trust, or
another investment fund offered by the Trust without the imposition of a sales
charge (a "no load Fund") at the net asset value per share on the date of
exchange, provided that such other Retail shares may be legally sold in the
state of the shareholder's residence. As a result, no additional sales charge
will be incurred with respect to such an exchange. Shareholders may also
exchange Retail shares of a no load Fund for Retail shares of another no load
Fund at the net asset value per share without payment of a sales charge. In
addition, shareholders of a no load Fund may exchange Retail shares for Retail
shares of the Fund or another load Fund subject to payment of the applicable
sales charge. However, shareholders exchanging Retail shares of a no load Fund
which were received in a previous exchange transaction involving Retail shares
of a load Fund will not be required to pay an additional sales charge upon
notification of the reinvestment of the equivalent amount into the Retail
shares of a load Fund. Shareholders contemplating an exchange should carefully
review the Prospectus of the Trust into which the exchange is being considered.
An Armada Funds Prospectus may be obtained from National City Investments
Corporation or an Investor's financial institution or by calling 1-800-622-FUND
(3863).

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<PAGE> 60
DISTRIBUTION AGREEMENT

SHAREHOLDER SERVICES PLAN

The Trust has implemented the Services Plan with respect to
Retail shares. Pursuant to the Services Plan, the Trust may enter into
shareholder servicing agreements with certain financial institutions pursuant
to which the institutions render shareholder administrative services to their
customers who are the beneficial owners of Retail shares of the Fund in
consideration for the payment of up to .10% (on an annualized basis) of the
average daily net asset value of such shares. Persons entitled to receive
compensation for servicing Retail shares may receive different compensation
with respect to those shares than with respect to Institutional shares in the
Fund. Shareholder administrative services may include aggregating and
processing purchase and redemption orders, processing dividend payments from
the Trust on behalf of customers, providing information periodically to
customers showing their position in Retail shares, and providing sub-transfer
agent services or the information necessary for sub-transfer agent services,
with respect to Retail shares beneficially owned by customers. Since financial
institutions may charge their customers fees depending on the type of customer
account the Investor has established, beneficial owners of Retail shares should
read this Prospectus in light of the terms and fees governing their accounts
with financial institutions.

DIVIDENDS AND DISTRIBUTIONS

Shareholders may elect to have their dividends reinvested in
additional full and fractional Fund shares of the same class or series at the
net asset value of such shares on the payment date. Shareholders must make
such election, or any revocation thereof, in writing to his Bank or financial
institution. The election will become effective with respect to dividends and
distributions paid after its receipt.

Under the Services Plan, the amount of the Fund's net
investment income available for distribution to the holders of Retail shares
may be reduced by the amount of shareholder servicing fees payable to financial
institutions under the Services Plan.

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<PAGE> 61
TAXES

FEDERAL TAXES

The Fund intends to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code").
Such qualification generally relieves the Fund of liability for federal income
tax to the extent its earnings are distributed in accordance with the Code.

Qualification as a regulated investment company under the Code
for a taxable year requires, among other things, that the Fund distribute to
its shareholders an amount equal to at least the sum of 90% of its tax-exempt
interest income net of certain deductions and 90% of its investment company
taxable income (if any) for such year. The Fund intends to distribute
substantially all of its net tax-exempt income (such distributions are known as
"exempt-interest dividends") and investment company taxable income (if any)
each taxable year. Exempt- interest dividends may be treated by shareholders
as items of interest excludable from their gross income under Section 103(a) of
the Code unless under the circumstances applicable to the particular
shareholder the exclusion would be disallowed. See the Statement of Additional
Information under "Additional Information Concerning Taxes." To the extent, if
any, dividends paid to shareholders are derived from taxable income or from net
long-term capital gains, such dividends will not be exempt from federal income
tax and may also be subject to state and local taxes. The Fund does not intend
to earn any investment company taxable income or net long-term capital gains.
Because all of the Fund's net investment income is expected to be derived from
earned interest, it is anticipated that no part of any distribution will be
eligible for the dividends received deduction for corporations.

If the Fund should hold certain private activity bonds issued
after August 7, 1986, shareholders must include, as an item of tax preference,
the portion of dividends paid by the Fund that is attributable to interest on
such bonds in their federal alternative minimum taxable income for purposes of
determining liability (if any) for the alternative minimum tax applicable to
individuals and corporations and the environmental tax applicable to
corporations. Corporate shareholders also must take all exempt-interest
dividends into account in determining certain adjustments for federal
alternative minimum and environmental tax purposes. Shareholders receiving
Social Security benefits should note that all exempt-interest dividends will be
taken into account in determining the taxability of such benefits.

A taxable gain or loss may be realized by a shareholder upon
his redemption, transfer or exchange of shares of the Fund depending upon the
tax basis of such shares and their price at the time of redemption, transfer or
exchange. If a shareholder has held shares for six months or less and during
that time received an exempt-interest dividend, then any loss the shareholder
might realize on the sale of those shares will be disallowed to the extent of
the earlier exempt-interest dividend. Generally, a shareholder may include
sales charges incurred upon the purchase of Fund shares in his tax basis for
such shares for the purpose of determining gain or loss on a redemption,
transfer or exchange of such shares. However, if the shareholder effects an
exchange of such shares for shares of another Fund within 90 days of the
purchase and is able to reduce the sales charges applicable to the new shares
(by virtue of the Trust's exchange privilege), the amount equal to such

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<PAGE> 62
reduction may not be included in the tax basis of the shareholder's exchanged
shares, but may be included (subject to this limitation) in the tax basis of
the new shares.

PENNSYLVANIA TAXES

Under current Pennsylvania law, Shareholders will not be subject to
Pennsylvania Personal Income Tax on distributions from the Fund attributable to
interest income from obligations of the State of Pennsylvania or its political
subdivisions, the United States, its territories or certain of its agencies and
instrumentalities ("Exempt Securities"). However, Pennsylvania Personal Income
Tax will apply to distributions from the Fund attributable to gain realized on
the disposition of any investment, including Exempt Securities, or to interest
income from investments other than Exempt Securities. Shareholders also will
be subject to the Pennsylvania Personal Income tax on any gain they realize on
the disposition of Shares in the Fund.

Distributions attributable to interest from Exempt Securities are not
subject to the Philadelphia School District Net Income Tax. However,
distributions attributable to gain from the disposition of Exempt Securities
are subject to the Philadelphia School District Net Income Tax, except that
distributions attributable to gain on any investment held for more than six
months are exempt. A shareholder's gain on the disposition of Shares in the
Fund that he has held for more than six months will not be subject to the
Philadelphia School District Net Income Tax.

Shareholders are not subject to the county personal property tax
imposed on residents of Pennsylvania by the Act of June 17, 1913, P.L. 507, as
amended to the extent that the Fund is comprised of Exempt Securities.

MISCELLANEOUS

Shareholders of the Fund will be advised at least annually as
to the federal income tax and Pennsylvania income tax consequences of
distributions made to them each year. Shareholders are advised to consult
their tax advisers concerning the application of state and local taxes, other
than Pennsylvania taxes, which may differ from tax consequences described
above.

The foregoing discussion is based on tax laws and regulations
which were in effect as of the date of this Prospectus; such laws and
regulations may be changed by legislative or administrative actions. The
foregoing summarizes some of the important tax considerations generally
affecting the Fund and its shareholders and is not intended as a substitute for
careful tax planning. Accordingly, potential investors should consult their
tax advisers with specific reference to their own tax situation.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The business and affairs of the Trust are managed under the
direction of the Trust's Board of Trustees. The trustees of the Trust, their
addresses, principal occupations during the past five years, and other
affiliations are as follows:

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<PAGE> 63
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
---------------- -------------- ----------------------
<S> <C> <C>
Richard B. Tullis Chairman of the Board Chairman Emeritus, Harris Corporation
5150 Three Village Drive (electronic communication and
Lyndhurst, OH 44124 information processing equipment),
since October 1985; Director, NACCO
Materials Handling Group, Inc.
(manufacturer of industrial fork lift
trucks), since 1984; Director,
Hamilton Beach/Proctor-Silex, Inc.
(manufacturer of household
appliances), since 1990; Director,
Waste-Quip, Inc. (waste handling
equipment), since 1989.

Thomas R. Benua, Jr. Trustee Chairman, EBCO Manufacturing Company
564 Hackberry Drive and subsidiaries (manufacture, sale
Westerville, OH 43081 and financing of water coolers and
dehumidifiers), since January 1996 and
President, January 1987 to January
1996; Vice President and Executive
Committee Member of Ebtech Corp.,
since March 1991.

Leigh Carter* Trustee, President Retired President and Chief Operating
18901 Shaker Blvd., #6B and Treasurer Officer, BFGoodrich Company, August
Cleveland, OH 44120 1986 to September 1990; Director,
Adams Express Company, since April
1982; Director, Lamson & Sessions Co.,
since April 1991; Director, Petroleum
& Resources Corp., since April 1987;
Director, Morrison Products, since
April 1983.

John F. Durkott Trustee President and Chief Operating Officer,
8600 Allisonville Road Kittle's Home Furnishings Center,
Indianapolis, IN 46250 Inc., since January 1982; partner,
Kittle's Bloomington Property Company,
since January 1981; partner, KK&D
(Affiliated Real Estate Companies of
Kittle's Home Furnishings Center),
since January 1989.

Richard W. Furst, Dean Trustee Professor of Finance and Dean, Carol
Carol Martin Gatton Martin Gatton, College of Business and
College of Business and Economics, University of Kentucky,
Economics since 1981; Director, Studio Plus
University of Kentucky
</TABLE>

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<PAGE> 64
<TABLE>
<S> <C> <C>
Lexington, KY 40506-0034 Hotels, Inc., since 1994.

Robert D. Neary Trustee Retired Co-Chairman of Ernst & Young,
2000 National City Center March 1984-September 1993; Director,
1900 E. 9th Street Cold Metal Products, Inc., since March
Cleveland, OH 44114 1994; Director, Zurn Industries, Inc.,
since June 1995.

J. William Pullen Trustee President and Chief Executive Officer,
Whayne Supply Company Whayne Supply Co. (engine and heavy
1400 Cecil Avenue equipment distribution), since 1986;
P.O. Box 35900 President and Chief Executive Officer,
Louisville, KY 40232-5900 American Contractors Rentals & Sales
(rental subsidiary of Whayne Supply
Co.), since 1988.
</TABLE>

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<PAGE> 65
__________________________

* Mr. Carter is considered by the Trust to be an "interested person" of
the Trust as defined in the 1940 Act.

The trustees of the Trust receive fees and are reimbursed for
their expenses in connection with each meeting of the Board of Trustees they
attend. Additional information on the compensation paid by the Trust to its
trustees and officers and their background is included in the Statement of
Additional Information.

INVESTMENT ADVISER

National City serves as investment adviser to the Fund. The
adviser is a wholly owned subsidiary of National City Corporation, which
provides trust and banking services to individuals, corporations, and
institutions, both nationally and internationally, including investment
management, estate and trust administration, financial planning, corporate
trust and agency, and personal and corporate banking. The adviser is a member
bank of the Federal Reserve System and the Federal Deposit Insurance
Corporation.

Subject to the general supervision of the Trust's Board of
Trustees and in accordance with the Fund's investment policies, National City
has agreed to manage the Fund, make decisions with respect to and place orders
for all purchases and sales of the Fund's securities, and maintain the Fund's
records relating to such purchases and sales. The Fixed Income Team of
National City's Asset Management Group assumed responsibility for the
day-to-day management of the Fund upon commencement of operations of the Fund.
Members of the team make decisions for the Fund. No person is primarily
responsible for making recommendations. Members of the team are:

- Donald L. Ross, Director of the Fixed Income Team,
has been with National City since 1985. He
specializes in the overall duration and yield curve
decisions.

- Michael E. Santelli, Vice President, joined National
City in 1995. Previously, he was associated with
Donaldson, Lufkin and Jenrette's mortgage research
department since at least 1991. He specializes in
the mortgage and asset-backed markets.

- Alex L. Vallecillo, Assistant Vice President, joined
National City in 1996. He traded corporate
structured securities for Merrill Lynch in 1993, and
was associated with EDS from September 1990 through
July 1992. He specializes in the analysis of the
corporate bond sector.

- John H. Lockhart, Vice President, has been with
National City since 1988. He focuses on the national
tax-exempt market.

- Douglas J. Carey, Fixed Income Analyst, joined
National City in 1995. Prior to joining National
City, Mr. Carey was a graduate assistant for the
Economics Department of Miami University from August
1994 through July 1995. He is responsible for the
development of econometric models used in economic
and interest rate forecasting, as well as fixed
income sector relative valuation.

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<PAGE> 66
For the services provided and expenses assumed pursuant to the
Advisory Agreement, the adviser is entitled to receive an advisory fee,
computed daily and payable monthly, at the annual rate of .55% of the average
net assets of the Fund. The adviser may, from time to time, waive all or a
portion of its advisory fees to increase the net income of the Fund available
for distribution as dividends.

AUTHORITY TO ACT AS INVESTMENT ADVISER

Banking laws and regulations, including the Glass-Steagall Act
as presently interpreted by the Board of Governors of the Federal Reserve
System, (a) prohibit a bank holding company registered under the Federal Bank
Holding Company Act of 1956 or any affiliate thereof from sponsoring,
organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit
such a bank holding company or affiliate from acting as investment adviser,
transfer agent, or custodian to such an investment company. The adviser
believes that it may perform the services for the Fund contemplated by the
Advisory Agreement with the Trust as described in such Agreement and this
Prospectus without violation of applicable banking laws or regulations.
However, there are no controlling judicial precedents and future changes in
legal requirements relating to the permissible activities of banks and their
affiliates, as well as future interpretations of present requirements, could
prevent the adviser from continuing to perform services for the Trust. If the
adviser was to be prohibited from providing services to the Fund, the Board of
Trustees would consider selecting another qualified firm. Any new investment
advisory agreement would be subject to shareholder approval.

Should future legislative, judicial, or administrative action
prohibit or restrict the proposed activities of the adviser, or its affiliated
and correspondent banks in connection with shareholder purchases of Trust
shares, the adviser and its affiliated and correspondent banks might be
required to alter materially or discontinue the services offered to
shareholders. It is not anticipated, however, that any resulting change in the
Trust's method of operations would affect its net asset value per share or
result in financial losses to any shareholder.

If current restrictions preventing a bank or its affiliates
from legally sponsoring, organizing, controlling, or distributing shares of an
investment company were relaxed, the advisers, or an affiliate of the advisers,
would consider the possibility of offering to perform additional services for
the Trust. Legislation modifying such restrictions has been proposed in past
sessions in Congress. It is not possible, of course, to predict whether or in
what form such legislation might be enacted or the terms upon which the
adviser, or any of its affiliates, might offer to provide such services.

SUB-ADVISER

Weiss, Peck & Greer, L.L.C. serves as the investment
sub-adviser to the Fund under a sub-advisory agreement (the "Sub-Advisory
Agreement") with the adviser. WPG is a limited liability company founded in
1970. WPG engages in investment management, venture capital management and
management buyouts. WPG has been active since its founding in managing
portfolios of tax exempt securities. On March 31, 1996, total assets under
management were approximately $12.2 billion. The principal business address of
WPG is One New York Plaza, New York, New York 10004.

Pursuant to the Sub-Advisory Agreement and subject to the
supervision of the adviser and of the Trust's Board of Trustees and in
accordance with the Fund's investment policies, the sub-adviser has agreed to
assist the Adviser in providing a continuous investment program for the Fund
and in determining investments for the Fund. The sub-adviser will maintain the
Trust's records relating to purchases and sales effected by it. For the
services provided and expenses assumed pursuant to the Sub-Advisory Agreement,
the sub-adviser is entitled to an advisory fee, payable by the adviser,
calculated daily and payable monthly, at the annual rate of .18% of the average
daily net assets of the Fund. The sub-adviser may from time-to-time waive all
or a portion of its fee from the adviser.

ADMINISTRATOR

PFPC Inc. ("PFPC"), located at 400 Bellevue Parkway,
Wilmington, Delaware 19809, serves as the administrator to the Fund. PFPC is
an indirect, wholly owned subsidiary of PNC Bank Corp., a multi-bank holding
company.

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<PAGE> 67
Under its Administration and Accounting Services Agreement
with the Trust, PFPC has agreed to provide the following services with respect
to the Fund: statistical data, data processing services and accounting and
bookkeeping services; prepare tax returns and certain reports filed with the
SEC; assist in the preparation of reports to shareholders and the preparation
of the Trust's registration statement; maintain the required fidelity bond
coverage; calculate the Fund's net asset value per share, net income, and
realized capital gains (losses); and generally assist the Fund with respect to
all aspects of its administration and operation. PFPC is entitled to receive
an administrative fee, computed daily and paid monthly, at the annual rate of
.10% of the first $200,000,000 of its net assets, .075% of the next
$200,000,000 of its net assets, .05% of the next $200,000,000 of its net assets
and .03% of its net assets over $600,000,000 and is entitled to be reimbursed
for its out-of-pocket expenses incurred on behalf of the Fund.

DESCRIPTION OF THE TRUST AND ITS SHARES

The Trust was organized as a Massachusetts business trust on
January 28, 1986. The Trust is a series fund authorized to issue 36 separate
classes or series of shares of beneficial interest ("shares"). Two of these
classes or series, which represent interests in the Fund (Class T and Class T -
Special Series 1) are described in this Prospectus. Class T shares constitute
the Institutional class or series of shares; and Class T - Special Series 1
shares constitute the Retail class or series of shares. The other investment
funds of the Trust are: Money Market Fund (Class A and Class A-Special Series
1), Government Fund (Class B and Class B-Special Series 1), Treasury Fund
(Class C and Class C-Special Series 1), Tax Exempt Fund (Class D and Class
D-Special Series 1), Equity Fund (Class H and Class H-Special Series 1), Fixed
Income Fund (Class I and Class I-Special Series 1), Ohio Tax Exempt Fund (Class
K and Class K-Special Series 1), National Tax Exempt Fund (Class L and Class
L-Special Series 1), Equity Income Fund (Class M and Class M-Special Series 1),
Mid Cap Regional Fund (Class N and Class N- Special Series 1), Enhanced Income
Fund (Class O and Class O-Special Series 1), Total Return Advantage Fund (Class
P and Class P-Special Series 1), Pennsylvania Tax Exempt Fund (Class Q and
Class Q-Special Series 1), Intermediate Government Fund (Class R and Class
R-Special Series 1) and the GNMA Fund (Class S and Class S-Special Series 1).
Each share has no par value, represents an equal proportionate interest in the
investment fund with other shares of the same class or series outstanding, and
is entitled to such dividends and distributions out of the income earned on the
assets belonging to such fund as are declared in the discretion of the Trust's
Board of Trustees. The Trust's Declaration of Trust authorizes the Board of
Trustees to classify or reclassify any unissued shares into any number of
additional classes of shares and to classify or reclassify any class of shares
into one or more series of shares.

-26-
<PAGE> 68
such meeting. Such meeting may be called by shareholders to consider the
removal of one or more trustees. Shareholders will receive shareholder
communication assistance with respect to such matter as required by the 1940
Act.

CUSTODIAN AND TRANSFER AGENT

National City serves as the custodian of the Trust's assets.
First Data Investor Services Group, Inc. serves as the Trust's transfer and
dividend disbursing agent. Communications to the Transfer Agent should be
directed to P.O. Box 5109, Westborough, Massachusetts 01581-5109. The fees
payable by the Trust for these services are described in the Statement of
Additional Information.

EXPENSES

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and
annual financial statements audited by independent auditors.

Inquiries regarding the Trust or any of its investment funds
may be directed to 1-800-622-FUND(3863).

-27-
<PAGE> 69
ARMADA FUNDS

INVESTMENT ADVISER

National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114

SUB-INVESTMENT ADVISER

Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
EXPENSE TABLE . . . . . . . . . . . . . . . . . . . . . 2
FINANCIAL HIGHLIGHTS . . . . . . . . . . . . . . . . . 4
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS, INVESTMENT OBJECTIVE AND POLICIES . . . . 5
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . 10
YIELD AND PERFORMANCE INFORMATION . . . . . . . . . . . 11
PRICING OF SHARES . . . . . . . . . . . . . . . . . . . 12
HOW TO PURCHASE AND REDEEM SHARES . . . . . . . . . . . 12
DISTRIBUTION AGREEMENT . . . . . . . . . . . . . . . . 18
SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . 18
DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . 19
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 19
MANAGEMENT OF THE TRUST . . . . . . . . . . . . . . . . 21
DESCRIPTION OF THE TRUST AND ITS SHARES . . . . . . . . 26
CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . 27
EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 27
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>

---------------------------------------------------------------------
o SHARES OF THE ARMADA FUNDS ARE NOT BANK DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED OR OTHERWISE SUPPORTED BY, NATIONAL
CITY BANK; NATIONAL CITY BANK, COLUMBUS; NATIONAL CITY BANK,
KENTUCKY; NATIONAL ASSET MANAGEMENT CORPORATION, THEIR PARENT COMPANY
OR ANY OF THEIR AFFILIATES OR ANY BANK.

o SHARES OF THE ARMADA FUNDS ARE NOT INSURED OR GUARANTEED BY THE
U.S. GOVERNMENT, FDIC, OR ANY GOVERNMENTAL AGENCY OR STATE.

o An investment in the Armada Funds involves investment risks,
including the possible loss of principal amount invested.

National City Bank and certain of its affiliates serves as investment
advisers to Armada Funds for which they receive an investment
advisory fee. Past performance is not indicative of future
performance, and the investment return will fluctuate, so that you
may have a gain or loss when you sell your shares.

---------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRUST OR ITS DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

-28-
<PAGE> 70
ARMADA FUNDS

PROSPECTUS

_______________, 1996

Pennsylvania Municipal Fund

-29-
<PAGE> 71
ARMADA FUNDS
4400 Computer Drive
Westborough, MA 01581

ARMADA FUNDS

Investment Adviser
Affiliate of
National City
Corporation

National City Bank
1900 East Ninth Street
Cleveland, OH 44114

Investment Sub-Adviser

Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004

-30-
<PAGE> 72

ARMADA FUNDS
________________________________________________________________________________

4400 Computer Drive If you purchased your shares
Westborough, Massachusetts 01581 through National City Investments
Corporation, please call your
Investment Consultant for
information.

For current performance, fund
information, and to purchase shares,
please call 1-800-622-FUND(3863).

For account redemption information,
please call 1-800-628-0523.

This Prospectus describes shares in the following investment
fund (the "Fund") of Armada Funds (the "Trust") and its investment objective
and policies:

PENNSYLVANIA TAX EXEMPT FUND'S objective is to provide current income
exempt from regular federal income and Pennsylvania personal income
taxes, consistent with stability of principal. The Fund invests
primarily in high quality debt obligations issued by or on behalf of
the Commonwealth of Pennsylvania and its political subdivisions and
financing authorities.

All securities or instruments in which the Fund invests have
remaining maturities of 397 calendar days or less, although variable and
floating rate instruments and securities underlying certain repurchase
agreements may bear longer maturities.

National City Bank ("National City") serves as investment
adviser (the "adviser") to the Fund. Weiss, Peck & Greer, L.L.C. ("WPG")
serves as the sub-investment adviser to the Fund (the "sub-adviser").

440 Financial Distributors, Inc., a wholly-owned subsidiary
of First Data Corp. (the "Distributor"), serves as the Trust's sponsor and
distributor. The Fund pays a fee to the Distributor for distributing its
shares. See "Distribution Agreement."

This Prospectus sets forth concisely the information about the
Fund that a prospective investor should consider before investing. Investors
should carefully read this Prospectus and retain it for future reference.
Additional information about the Fund, contained in a Statement of Additional
Information, has been filed with the Securities and Exchange Commission ("SEC")
and is available upon request without charge by contacting the Trust at its
telephone number or address shown above. The Statement of Additional
Information bears the same date as this Prospectus and is incorporated by
reference in its entirety into this Prospectus.

SHARES OF THE TRUST ARE NOT BANK DEPOSITS OR OBLIGATIONS OF,
OR GUARANTEED OR ENDORSED OR OTHERWISE SUPPORTED BY, NATIONAL CITY BANK, ITS
PARENT COMPANY OR ANY OF ITS AFFILIATES, AND ARE NOT FEDERALLY INSURED OR
GUARANTEED BY THE U.S. GOVERNMENT, FEDERAL DEPOSIT INSURANCE CORPORATION, OR
ANY GOVERNMENTAL AGENCY OR STATE. INVESTMENT IN THE TRUST INVOLVES RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL.

THERE CAN BE NO ASSURANCE THAT THE FUND WILL BE ABLE TO
MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE.

-1-
<PAGE> 73
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

_________________, 1996

-2-
<PAGE> 74
The classes or series which represent interests in the Fund
are described in this Prospectus. Class Q shares constitute the Institutional
class or series of shares (herein referred to as the "Institutional shares") of
the Fund. Class Q - Special Series 1 shares constitute the Retail class or
series of shares (herein referred to as the "Retail shares") of the Fund.

EXPENSE TABLE

<TABLE>
<CAPTION>
Pennsylvania Pennsylvania
Tax Exempt Fund Tax Exempt Fund
Retail Institutional
Shares(1) Shares
-------------- --------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES

Sales Charge Imposed on Purchases None None

Sales Charge Imposed on Reinvested
Dividends . . . . . . . . . . . None None

Deferred Sales Charge . . . . . . None None

Exchange Fee . . . . . . . . . . None None

FUND OPERATING EXPENSES
(as a percentage of average daily
net assets)

Management Fees (after fee
waivers)(2) . . . . . . . . . . .15% .15%

12b-1 Fees(3) . . . . . . . . . . .05% .05%

Other Expenses . . . . . . . . . .24% .14%
----

TOTAL FUND OPERATING EXPENSES
(AFTER FEE WAIVERS)(2) . . . .44% .34%
==== ====
</TABLE>

___________________________

1 The Trust has implemented a Shareholder Services Plan (the "Services
Plan") with respect to Retail shares in the Fund. Pursuant to the
Services Plan, the Trust enters into shareholder servicing agreements
with certain financial institutions under which they agree to provide
shareholder administrative services to their customers who
beneficially own Retail shares in consideration for the payment of up
to 10% (on an annualized basis) of the net asset value of such shares.

2 The expense information in the table relating to each Fund has been
restated to reflect current fees. Management fees (before waivers)
would be .40%. Total Fund Operating Expenses (before waivers) would
be .69% for the Retail shares and .59% for the Institutional shares.

3 As a result of the payment of 12b-1 and certain other related fees,
long-term shareholders may pay more than the economic equivalent of
the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc. ("NASD"). The NASD has
adopted rules which generally limit the aggregate payments under the
Trust's Service and Distribution Plan ("Distribution Plan") and
Services Plan to a certain percentage of total new gross share sales,
plus interest. The Trust would stop accruing 12b-1 and related fees
if, to the extent, and for as long as, such limit would otherwise be
exceeded.

_______________________

-3-
<PAGE> 75
For example, you would pay the following expenses on a hypothetical $1,000
investment, assuming: (1) a 5% annual return (a hypothetical return required by
SEC regulations); and (2) the redemption of your investment at the end of the
following time periods (the Fund does not charge a redemption fee):

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Pennsylvania Tax Exempt Retail Shares . . . . . . . . . . . . . . . . $5 $14 $25 $55
Pennsylvania Tax Exempt Institutional Shares . . . . . . . . . . . . $3 $11 $19 $43
</TABLE>

THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RATES OF RETURN. ACTUAL EXPENSES AND RATES OF RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN.

-4-
<PAGE> 76
FINANCIAL HIGHLIGHTS
(FOR A FUND SHARE OUTSTANDING THROUGHOUT THE PERIOD)

PENNSYLVANIA TAX EXEMPT FUND

The following table has been audited by the Fund's prior
accountants, independent auditors, whose report is incorporated by reference in
the Statement of Additional Information. It should be read in conjunction with
the financial statements and related notes which are incorporated by reference
in the Statement of Additional Information.

<TABLE>
<CAPTION>
Year Ended Period Ended
April 30, 1996 April 30, 1995(2)
-------------- -----------------
<S> <C> <C>
Net Asset Value, Beginning of Period.........

INCOME FROM INVESTMENT OPERATIONS
Net Investment Income........................

LESS DISTRIBUTIONS
Distributions from Net Investment Income.....

Net Asset Value, End of Period...............

Total Return.............................. 4

RATIO/SUPPLEMENTAL DATA
Net Assets, End of Period (000)......
Ratio of Expenses to Average Net Assets...... 1,3
Ratio of Net Investment Income to
Average Net Assets........................ 1,3
</TABLE>

___________________

1. The operating expense ratio and the net investment income ratio
before fee waivers by the investment adviser for the year and period
ended April 30, 1996 and April 30, 1995 would have been ___% and ___%,
and ____% and ___%, respectively.
2. Commenced operations on August 8, 1994. The Fund did not offer
Institutional shares during the period covered by the Financial
Highlights.
3. Annualized.
4. Not annualized.

-5-
<PAGE> 77
INTRODUCTION

The Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"). The Fund consists of a pool of assets with separate investment
objectives and policies as described below under "Risk Factors, Investment
Objectives and Policies." The Fund is deemed to be a diversified investment
fund under the 1940 Act, as it satisfies the diversification requirements
applicable to funds that hold themselves out as primarily distributing income
that is exempt from income taxes of a specific state.

Shares of the Fund have been classified into two separate
classes -- Retail shares and Institutional shares. Retail shares and
Institutional shares represent equal pro rata interests in the Fund except
that, as described more fully below under "Shareholder Services Plan," the
Trust has implemented the Services Plan with respect to Retail shares of the
Fund. Under the Services Plan, only the beneficial owners of Retail shares
bear the expenses of shareholder administrative services which are provided by
financial institutions for their benefit (estimated not to exceed .10%
annually). See "Shareholder Services Plan," "Dividends and Distributions" and
"Description of the Trust and Its Shares" for a description of the impact that
the Services Plan may have on holders of Retail shares.

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Fund is to provide current
income exempt from regular federal income tax and Pennsylvania personal income
taxes, consistent with stability of principal. It is a fundamental policy of
the Fund to use its best efforts to maintain a constant net asset value of
$1.00 per share. The Fund intends to comply with regulations of the Securities
and Exchange Commission ("SEC") applicable to money market funds. These
regulations impose certain quality, maturity and diversification restraints on
investments by the Fund.

The Fund invests primarily in debt obligations issued by or on
behalf of the Commonwealth of Pennsylvania and its political subdivisions and
financing authorities, and obligations of the United States, including
territories and possessions of the United States, the income from which is, in
the opinion of qualified legal counsel, exempt from federal regular income tax
and Pennsylvania state income tax imposed upon non-corporate taxpayers
("Pennsylvania Municipal Securities"). As a matter of fundamental policy, the
Fund invests its assets so that at least 80% of its annual interest income is
not only exempt from regular federal income tax and Pennsylvania personal
income taxes, but is not considered a preference item for purposes of the
alternative minimum tax.

-6-
<PAGE> 78
The Fund is concentrated on securities issued by the
Commonwealth of Pennsylvania or entities within the Commonwealth of
Pennsylvania, and therefore investment in the Fund may be riskier than an
investment in other types of money market funds.

The Fund will only purchase "eligible securities" that present
minimal credit risks as determined by the adviser pursuant to guidelines
established by the Trust's Board of Trustees. Eligible securities generally
include (i) U.S. Government Obligations, (ii) securities that are rated (at the
time of purchase) by nationally recognized statistical rating organizations
("Rating Agencies") in the two highest rating categories for such securities,
and (iii) certain securities that are not so rated but are of comparable
quality to rated eligible securities as determined by the adviser. See "Risk
Factors, Investment Objectives and Policies" in the Statement of Additional
Information for a more complete description of eligible securities. A
description of ratings is also contained in the Statement of Additional
Information.

The Fund's assets have remaining maturities of 397 calendar
days or less (except for certain variable and floating rate instruments and
securities underlying certain repurchase agreements) as defined by the SEC and
the Fund's dollar-weighted average portfolio maturity may not exceed 90 days.

The Fund may invest in variable and floating rate obligations,
may purchase securities on a "when-issued" basis and reserves the right to
engage in transactions involving standby commitments and repurchase agreements.
The Fund may invest up to 100% of its assets in securities which pay interest
exempt only from federal taxes and in taxable securities, during temporary
defensive periods when, in the opinion of the sub-adviser, Pennsylvania
Municipal Securities of sufficient quality are unavailable. There is no
percentage limitation on the amount of assets which may be held uninvested
during temporary defensive periods; however, uninvested cash reserves will not
earn income. See "Other Investment Policies."

Special Considerations

Pennsylvania's economy historically has been dependent upon
heavy industry, but has diversified recently into various services,
particularly into medical and health services, education and financial
services. Agricultural industries continue to be an important part of the
economy, including not only the production of diversified food and livestock
products, but substantial economic activity in agribusiness and food-related
industries. Service industries currently employ the greatest share of
non-agricultural workers, followed by the categories of trade and
manufacturing. Future economic difficulties in any of these industries could
have an adverse impact on the finances of the Commonwealth or its
municipalities, and could adversely affect the market value of the Bonds in the
Pennsylvania Trust or the ability of the respective obligors to make payments
of interest and principal due on such Bonds. Rising unemployment, a relatively
high proportion of persons 65 and older in the Commonwealth of Pennsylvania and
court ordered increases in healthcare reimbursement rates place increased
pressures on the tax resources of the Commonwealth and its municipalities. The
Commonwealth has sold a substantial amount of bonds over the past several
years, but the debt burden remains moderate. The recession has affected
Pennsylvania's economic base, with income and job growth at levels below
national averages. Employment growth has shifted to the trade and service
sectors, with losses in more high-paid manufacturing positions. A new governor
took office in January 1995, but the Commonwealth has continued to show fiscal
restraint.

-7-
<PAGE> 79
OTHER INVESTMENT POLICIES

Types of Municipal Bonds

The two principal classifications of Pennsylvania Municipal
Securities which may be held by the Fund are "general obligation" securities
and "revenue" securities. General obligation securities are secured by the
issuer's pledge of its full faith, credit and taxing power for the payment of
principal and interest. Revenue or "special obligation" securities are payable
only from the revenues derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a specific excise tax or
other specific revenue source such as the user of the facility being financed.
Any private activity bonds (including industrial development bonds) held by the
Fund are in most cases revenue securities and are not payable from revenues of
the issuer. Consequently, the credit quality of private activity bonds is
usually directly related to the credit standing of the corporate or other user
of the facility involved. Private activity bonds are included in the term
"Pennsylvania Municipal Securities" only if the interest paid thereon is exempt
from regular federal income tax and not treated as a specific tax preference
item under the federal alternative minimum tax. See "Taxes."

Certain of the Fund's acceptable investments may have been
credit enhanced by a guaranty, letter of credit or insurance. The Fund
typically evaluates the credit quality and ratings of credit enhanced
securities based upon the financial condition and ratings of the party
providing the credit enhancement (the "credit enhancer"), in addition to the
issuer. The bankruptcy, receivership or default of the credit enhancer will
adversely affect the quality and marketability of the underlying security.

Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities and may be considered to be illiquid. They may take the form of a
lease, an installment purchase contract, a conditional sales contract, or a
participation certificate in any of the above. Municipal lease obligations
typically are not backed by the municipality's credit, and their interest may
become taxable if the lease is assigned. Under guidelines established by the
Board of Directors, the credit quality of municipal leases will be determined
on an ongoing basis, including an assessment of the likelihood that a lease
will be canceled.

Participation interests are interests in Municipal Securities
from financial institutions such as commercial and investment banks, savings
and loan associations and insurance companies. These interests may take the
form of participations, beneficial interests in a trust, partnership interests
or any other form of indirect ownership that allows the Fund to treat the
income from the investment as exempt from federal income tax. The Fund invests
in these participation interests in order to obtain credit enhancement or
demand features that would not be available through direct ownership of the
underlying Municipal Securities.

A participation interest may be in the form of a "certificates of
participation" which represents undivided proportional interests in lease
payments by a governmental or nonprofit entity. The municipal leases
underlying the certificates of participation in which the Fund invests will be
subject to the same quality rating standards applicable to Municipal Bonds.

-8-
<PAGE> 80
The lease payments and other rights under the lease provide for and secure the
payments on the certificates. Lease obligations may be limited by law,
municipal charter or the duration or nature of the appropriation for the lease
and may be subject to appropriation. If the entity does not appropriate funds
for future lease payments, the entity cannot be compelled to make such
payments. Furthermore, a lease may provide that the certificate trustee cannot
accelerate lease obligations upon default; in such event, the trustee would
only be able to enforce lease payments as they become due. In the event of a
default or failure of appropriation, it is unlikely that the trustee would be
able to obtain an acceptable substitute source of payment. In addition,
certificates of participation are less liquid than other bonds because there is
a limited secondary trading market for such obligations. To alleviate
potential liquidity problems with respect to these investments, the Fund may
enter into remarketing agreements which may provide that the seller or a third
party will repurchase the obligation within seven days after demand by the Fund
and upon certain conditions (such as the Fund's payment of a fee). Investments
in certificates of participation will not exceed 5% of the Fund's net assets.

The Fund may also invest in unsecured short-term promissory
notes issued by municipalities and other entities.

Taxable Money Market Instruments

The Fund may invest, from time to time, a portion of its
assets for temporary defensive or other purposes in short-term money market
instruments, the income from which is subject to federal income tax ("Taxable
Money Market Instruments"). Taxable Money Market Instruments may include:
obligations of the U.S. Government and its agencies and instrumentalities; debt
securities (including commercial paper) of issuers having, at the time of
purchase, a quality rating within the two highest rating categories of S&P,
Fitch, Duff or Moody's or unrated instruments of comparable quality;
certificates of deposit; bankers' acceptances; and repurchase agreements with
respect to such obligations.

Illiquid Securities

The Fund will not knowingly invest more than 10% of the value
of its net assets in securities that are illiquid. The Fund may purchase
securities which are not registered under the Securities Act of 1933, as
amended (the "1933 Act") but which can be sold to "qualified institutional
buyers" in accordance with Rule 144A under the 1933 Act. Any such security
will not be considered illiquid so long as it is determined by the Board of
Trustees or the sub-adviser, acting under guidelines approved and monitored by
the Board, that an adequate trading market exists for that security. This
investment practice could have the effect of increasing the level of
illiquidity in the Fund during any period that qualified institutional buyers
become uninterested in purchasing these restricted securities. The ability to
sell to qualified institutional buyers under Rule 144A is a recent development,
and it is not possible to predict how this market will develop. The Board will
carefully monitor any investment by the Fund in these securities.

Variable and Floating Rate Obligations

The Fund may purchase variable and floating rate demand
obligations (including variable amount master demand notes) which are unsecured
instruments that permit the indebtedness thereunder to vary and provide for
periodic adjustments in the interest rate. The Fund, however, may invest in
such obligations which have a stated maturity in excess of one year only if the
Fund may demand repayment of the principal at least once a year upon not more
than thirty days notice (unless the obligation is guaranteed by

-9-
<PAGE> 81
the U.S. Government or any agency or instrumentality thereof). Because
variable and floating rate obligations are direct lending arrangements between
the purchasing Fund and the issuer, they are not normally traded. Although
there may be no active secondary market in such instruments, the Fund may
demand payment of principal and accrued interest at a time specified in the
instrument or may resell them to a third party. Such obligations may be backed
by bank letters of credit or guarantees issued by banks, other financial
institutions or the U.S. Government, its agencies or instrumentalities. The
quality of any letter of credit or guarantee will be rated high quality or, if
unrated, will be determined to be of comparable quality by the sub-adviser. In
the event an issuer of a variable or floating rate obligation defaulted on its
payment obligation, the Fund might be unable to dispose of the instrument
because of the absence of a secondary market and could, for this or other
reasons, suffer a loss to the extent of the default.

Stand-by Commitments

The Fund may acquire stand-by commitments with respect to
Pennsylvania Municipal Securities or other securities held in its fund. Under
a stand-by commitment, a dealer agrees to purchase at the Fund's option
specified securities at a specified price. Stand-by commitments acquired by
the Fund must be of high quality as determined by any Rating Agency, or, if not
rated, must be of comparable quality as determined by the Fund's adviser. The
Fund acquires stand-by commitments solely to facilitate fund liquidity and does
not intend to exercise its rights thereunder for trading purposes.

When-Issued Securities

Derivatives and Other Municipal Bonds

The Fund may invest in tax-exempt derivative securities relating to
Municipal Securities, including tender option bonds, participations, beneficial
interests in trusts and partnership interests.

Opinions relating to the validity of Municipal Securities and to the
exemption of interest thereon from federal income tax are rendered by bond
counsel to the respective issuers at the time of issuance, and opinions
relating to the validity of and the tax-exempt status of payments received by
the Fund from tax-exempt derivative securities are rendered by counsel to the
respective sponsors of such securities. The Fund and its investment adviser
and sub-investment adviser will rely on such opinions and will not review
independently the underlying proceedings relating to the issuance of Municipal
Securities, the creation of any tax-exempt derivative securities, or the bases
for such opinions.

The adviser and sub-investment adviser will evaluate the risks
presented by the derivative instruments purchased by the Fund, and will
determine, in connection with their day-to-day management of the Fund, how they
will be used in furtherance of the Fund's investment objective.

-10-
<PAGE> 82
Securities of Other Investment Companies

INVESTMENT LIMITATIONS

The Fund is subject to a number of investment limitations.
The following investment limitations are matters of fundamental policy and may
not be changed without the affirmative vote of the holders of a majority of the
Fund's outstanding shares (as defined under "Miscellaneous"). (Other
investment limitations that also cannot be changed without a vote of
shareholders are contained in the Statement of Additional Information under
"Risk Factors, Investment Objectives and Policies.")

The Fund may not:

2. Borrow money or issue senior securities, except that
the Fund may borrow from anyone for temporary purposes in amounts not in excess
of 51% of the value of its total assets at the time of such borrowing; or the
Fund may borrow from a bank for non-temporary purposes, provided that the
borrowing does not exceed 33-1/3% of the Fund's net assets. To the extent that
a bank borrowing exceeds 5% of the Fund's total assets, asset coverage of at
least 300% is required. The Fund will not purchase securities while
outstanding borrowings equal or exceed 5% of the Fund's total assets.

3. Purchase securities of other investment companies
except as permitted by the Investment Company Act of 1940 and the rules and
regulations thereunder.

4. Purchase any securities which would cause 25% or more
of the value of its total assets at the time of such purchase to be invested in
the securities of one or more issuers conducting their principal business
activities in the same industry, provided, that (a) there is no limitation with
respect to obligations issued or guaranteed by the U.S. Government, or its
agencies or instrumentalities or by domestic branches of U.S. banks and
repurchase agreements secured by such obligations, (b) wholly owned finance
companies will be considered to be in the industries of their parents if their
activities are primarily related to financing the activities of the parents,
(c) utilities will be classified according to their services, for example, gas,
gas transmission, electric and gas, electric, and telephone each will be
considered a separate industry, and (d) there is no limitation with respect to
securities issued by state and local governments.

-11-
<PAGE> 83
If a percentage limitation is satisfied at the time of
investment, a later increase or decrease in such percentage resulting from a
change in value of the Fund's securities will not constitute a violation of
such limitation for purposes of the 1940 Act.

YIELD AND PERFORMANCE INFORMATION

From time to time, the Trust may quote in advertisements or in
reports to shareholders the Fund's "yield," "effective yield" and
"tax-equivalent yield" for Institutional shares and Retail shares. The "yield"
quoted in advertisements refers to the income generated by an investment in a
class of shares of the Fund over a seven-day period identified in the
advertisement. This income is then "annualized." The amount of income so
generated by the investment during that week is assumed to be generated each
week over a 52-week period and is shown as a percentage of the investment. The
"effective yield" for a class of shares is calculated similarly but, when
annualized, the income earned by an investment in the class is assumed to be
reinvested. An effective yield for a class of shares will be slightly higher
than its yield because of the compounding effect of the assumed reinvestment.
The "tax-equivalent yield" for a class of shares, which shows the level of
taxable yield necessary to produce an after-tax equivalent to the Fund's
tax-free yield for that class, may also be quoted from time to time. It is
calculated by increasing the yield (calculated as above) for a class of shares
by the amount necessary to reflect the payment of federal income tax at stated
tax rates. The Fund's tax-equivalent yield for a class of shares will always
be higher than its yield.

Investors may compare the performance of each class of shares
of a Fund to the performance of other mutual funds with comparable investment
objectives, to various mutual fund or market indices, such as the IBC/Donoghue
Pennsylvania Tax Exempt Index, and to data or rankings prepared by independent
services such as Lipper Analytical Services, Inc. or other financial or
industry publications that monitor the performance of mutual funds.

The performance of each class of shares of the Fund is based
on historical earnings and will fluctuate and is not intended to indicate
future performance. Performance data may not provide a basis for comparison
with bank deposits and other investments which provide a fixed yield for a
stated period of time. Yield will be affected by fund quality, composition,
maturity, market conditions and the level of operating expenses for the class
of shares. From time to time, the adviser and/or the sub-adviser may
voluntarily waive their investment advisory fees in order to reduce such
operating expenses, which will have the effect of enhancing the yield. Any
fees charged by financial institutions (as described in "How to Purchase and
Redeem Shares") are not included in the computation of performance data but
will reduce a shareholder's net return on an investment in a Fund.

Shareholders should note that the yield of the Retail shares
will be reduced by the amount of the shareholder servicing fees that are
payable under the Services Plan. See "Shareholder Services Plan."

Further information about the performance of the Fund is
available in the annual and semi-annual reports to shareholders. Shareholders
may

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<PAGE> 84
obtain these materials from the Trust free of charge by calling
1-800-622-FUND(3863).

PRICING OF SHARES

For purposes of pricing purchase and redemption orders, the
net asset value per share of the Fund is calculated as of 2:00 p.m. and 4:00
p.m. (Eastern Time) on each business day as described below. Net asset value
per share is determined on each business day, except those holidays which the
Exchange, or banks and trust companies which are affiliated with National City
Corporation (the "Banks"), observe (currently New Year's Day, Presidents' Day,
Good Friday, Memorial Day, Independence Day, Labor Day, Columbus Day, Veterans'
Day, Thanksgiving Day and Christmas Day) ("Business Day"). Net asset value per
share of a particular class in the Fund is calculated by dividing the value of
all securities and other assets belonging to the Fund allocable to such class,
less the liabilities charged to that class, by the number of the outstanding
shares of that class.

The assets in the Fund are valued based upon the amortized
cost method, which has been determined by the Trust's Board of Trustees to
represent the fair value of the Fund's investments. Amortized cost valuation
involves valuing an instrument at its cost initially and, thereafter, assuming
a constant amortization to maturity of any discount or premium. Although the
Trust seeks to maintain the net asset value per share of the Fund at $1.00,
there can be no assurance that the net asset value will not vary.

HOW TO PURCHASE AND REDEEM SHARES

DISTRIBUTOR

PURCHASE OF RETAIL SHARES

Retail shares are sold to the public ("Investors") primarily
through financial institutions such as banks, brokers and dealers. Investors
may purchase Retail shares directly in accordance with the procedures set
forth below or through procedures established by their financial institutions
in connection with the requirements of their accounts. Financial institutions
may charge certain account fees depending on the type of account the Investor
has established with the institution. (For information on such fees, the
Investor should review his agreement with the institution or contact it
directly.) In addition, certain financial institutions may enter into
shareholder servicing agreements with the Trust whereby a financial institution
would perform various administrative support services for its customers who are
the beneficial owners of Retail shares and would receive fees from the Fund for
such services of up to .10% (on an annualized basis) of the average daily net
asset value of such shares. See "Shareholder Services Plan." To purchase
shares, Investors should call 1-800-622-FUND(3863) or visit their local
National City Investments Corporation office: Cleveland (1-800-624-6450),
Columbus (1-800-345-0278), Dayton (1-800-755-8723), Akron (1-

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<PAGE> 85
800-229-0295), Louisville (1-800-727-5656), Indianapolis (1-800-826-2868),
Toledo (1-800-331-8275), or Youngstown (1-800-742-4098).

The minimum investment for the initial purchase of Retail
shares in a Fund is $2,500. All subsequent investments for Retail shares are
subject to a minimum investment of $250. Investments made in Retail shares by
a sweep program described below or through a monthly savings program described
below are not subject to the minimum initial and subsequent investment
requirements or any minimum account balance requirements described in "Other
Redemption Information" below.

Customers of Banks may purchase Retail shares through
procedures established by the Banks or their financial institutions in
connection with the requirements of their customer accounts. These procedures
may include instructions under which a Bank or financial institution may
automatically "sweep" a customer account and invest amounts agreed to by the
Bank or financial institution and the customer in additional Retail shares of
the Fund. Customers may obtain information relating to the requirements of
such accounts from their Banks or financial institutions.

Under a monthly savings program, Investors may add to their
investment in the Retail shares of the Fund, in a consistent manner twice each
month, with a minimum amount of $50 per month. Funds may be automatically
withdrawn from a shareholder's checking or savings account available through an
Investor's financial institution and invested in additional shares at the net
asset value per share next determined after an order is received by the Trust.
An Investor may apply for participation in a monthly program through a
financial institution, such as banks, brokers or dealers selling Retail shares
of the Fund, by completing an application. The program may be modified or
terminated by an Investor on 30 days written notice or by the Trust at any
time.

All shareholders of record will receive confirmations of share
purchases and redemptions. Financial institutions will be responsible for
transmitting purchase and redemption orders to the Trust's transfer agent,
First Data Investor Services Group, Inc. (formerly, The Shareholder Services
Group, Inc. d/b/a "440 Financial") (the "Transfer Agent"), on a timely basis.

The Trust reserves the right to reject any purchase order.

PURCHASE OF INSTITUTIONAL SHARES

Institutional shares are sold primarily to Banks and NAM
customers ("Customers"). Depending on the terms governing the particular
account, the Banks may impose account charges such as account maintenance fees,
compensating balance requirements or other charges based upon account
transactions, assets or income which will have the effect of reducing the net
return on a shareholder's investment in the Fund. There is no minimum
investment.

If participating in an Asset Diversification Account, under a
monthly savings program, Customers may add to their investment in the
Institutional shares of the Fund, in a consistent manner each month, with a

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<PAGE> 86
minimum amount of $50. Monies may be automatically withdrawn from a Customer's
checking or savings account available through a Customer's financial
institution and invested in additional shares at the net asset value per share
next determined after an order is received by the Trust. A Customer may apply
for participation in a monthly program through the Customer's Bank, by
completing an application. The program may be modified or terminated by the
Customer on 30 days written notice or by the Trust at any time.

It is the responsibility of the Banks to transmit their
Customers' purchase orders to the Transfer Agent and to deliver required funds
on a timely basis, in accordance with the procedures stated above.
Institutional shares will be held of record by the Banks. Confirmations of
share purchases and redemptions will be sent to the Banks. Beneficial
ownership of Institutional shares will be recorded by the Banks or the Transfer
Agent and reflected in the account statements provided by them to their
Customers.

The Trust reserves the right to reject any purchase order.

EFFECTIVE TIME OF PURCHASES

Purchase orders for shares of the Fund which are received by
the Transfer Agent on any Business Day prior to 2:00 p.m. (Eastern Time) are
priced at the net asset value per share next determined after receipt of the
order by the Transfer Agent. Purchase orders received between 2:00 p.m. and
4:00 p.m. (Eastern Time) are priced at the net asset value per share determined
at the close of trading on the New York Stock Exchange. Purchase orders
received before 2:00 p.m. (Eastern Time) are processed on the day of receipt.
Purchase orders received by the Transfer Agent after 2:00 p.m. and before 4:00
p.m. (Eastern Time) will be executed on the following Business Day at the
previous day's net asset value per share.

Purchases will be effected only when Federal funds or other
funds are immediately available to the Trust's custodian to make the purchase
on the day the Transfer Agent receives the purchase order. Orders for which
funds have not been received by the Transfer Agent by the prescribed deadline
on a given day will not be accepted and notice thereof will be given promptly
to the Bank or financial institution. In accordance with this policy, purchase
orders which are accompanied by a check will be executed on the second Business
Day following receipt of the order at the previous day's net asset value per
share.

REDEMPTION OF RETAIL SHARES

REDEMPTION OF INSTITUTIONAL SHARES

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<PAGE> 87
Information relating to such services and charges, if any, is available from
the Banks.

TELEPHONE REDEMPTION PROCEDURES

During periods of unusual economic or market changes,
telephone redemptions may be difficult to implement. In such event,
shareholders should mail their redemption requests to their financial
institutions or Armada Funds at the address shown above. Neither the Trust nor
its Transfer Agent will be responsible for the authenticity of instructions
received by telephone that are reasonably believed to be genuine. In
attempting to confirm that telephone instructions are genuine, the Trust and
its Transfer Agent will use such procedures as are considered reasonable,
including recording those instructions and requesting information as to account
registration (such as the name in which an account is registered, the account
number and recent transactions in the account). To the extent that the Trust
and its Transfer Agent fail to use reasonable procedures to verify the
genuineness of telephone instructions, they may be liable for such instructions
that prove to be fraudulent and unauthorized. In all other cases, shareholders
will bear the risk of loss for fraudulent telephone transactions. The Trust
reserves the right to refuse a wire or telephone redemption if it believes it
is advisable to do so. Procedures for redeeming Retail shares by wire or
telephone may be modified or terminated at any time by the Trust or the
Transfer Agent.

CHECKWRITING SERVICE

You may redeem Shares by writing checks on your Pennsylvania
Tax-Exempt Money Market Fund account for $250 or more per check. Once you have
signed and returned a signature card, you will receive a supply of checks. The
check may be made payable to any person, and your account will continue to earn
dividends until the check clears. Because of the difficulty of determining in
advance the exact value of a Fund account, you may not use a check to close
your account. These checks are free, but your account will be charged a fee of
$10 on stopping payment of a check upon your request or if the check cannot be
honored because of insufficient funds or other valid reasons.

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<PAGE> 88
OPTION TO MAKE SYSTEMATIC WITHDRAWALS

OTHER REDEMPTION INFORMATION

Redemption orders are effected at the net asset value per
share next determined after acceptance of the order by the Transfer Agent.
Payment for redemption orders received by the Transfer Agent on a Business Day
before 12:00 noon (Eastern Time) will be wired the same day to the Bank or
financial institution placing the order. Payment for redemption orders which
are received between 12:00 noon (Eastern Time) and the close of business or on
a non-Business Day will normally be wired to the Bank or financial institution
on the next Business Day, provided that the Trust reserves the right to wire
redemption proceeds within seven days after receiving the redemption orders if,
in the judgment of the sub-adviser, an earlier payment could adversely affect
the Trust.

If any portion of the shares to be redeemed represents an
investment made by personal check, the Trust reserves the right to delay
payment of the redemption proceeds until the Transfer Agent is reasonably
satisfied that the check has been collected, which could take up to 10 days
from the date of purchase. A shareholder who anticipates the need for more
immediate access to his investment should purchase shares by Federal funds,
bank wire, or by certified or cashier's check. Financial institutions normally
impose a charge in connection with the use of bank wires, as well as certified
checks, cashier's checks and Federal funds.

The Trust may also redeem shares involuntarily or make payment
for redemption in securities if it appears appropriate to do so in light of the
Trust's responsibilities under the 1940 Act. See "Net Asset Value" in the
Statement of Additional Information.

EXCHANGE PRIVILEGE APPLICABLE TO RETAIL SHARES

The Trust offers an exchange program whereby Investors who own
Retail shares of the Fund or another investment portfolio of the Trust which
was purchased without a sales charge (each a "no load Fund") may exchange those
Retail shares for Retail shares of an investment fund offered by the Trust
which is sold with a sales charge (each a "load Fund") subject to payment of
the applicable sales charge, provided that such other Retail shares may be
legally sold in the state of the shareholder's residence. (However,
shareholders exchanging Retail shares of a no load Fund which were received in
a previous exchange transaction involving Retail shares of a load Fund will not
be required to pay an additional sales charge upon the reinvestment of the

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<PAGE> 89
equivalent amount into the Retail shares of a load Fund.) Shareholders may
also exchange Retail shares of a no load Fund for Retail shares of another no
load Fund at the net asset value per share without payment of a sales charge.
Shareholders contemplating an exchange should carefully review the Prospectus
of the Fund into which the exchange is being considered. An Armada Funds
Prospectus may be obtained from National City Investments Corporation or an
Investor's financial institution or by calling 1-800-622-FUND (3863).

Any Retail shares exchanged must have a value at least equal
to the minimum initial investment required by the particular investment fund
into which the exchange is being made. Investors should make their exchange
requests in writing or by telephone to the financial institutions through which
they purchased their original Retail shares. It is the responsibility of
financial institutions to transmit exchange requests to the Transfer Agent.
Investors who purchased shares directly from the Trust should transmit exchange
requests directly to the Transfer Agent. Exchange requests for the Fund
received by the Transfer Agent prior to 12:00 noon (Eastern Time) will be
processed as of the close of business on the day of receipt; such requests
received by the Transfer Agent after 12:00 noon (Eastern Time) will be
processed on the next Business Day. The Trust reserves the right to reject any
exchange request. During periods of unusual economic or market changes,
telephone exchanges may be difficult to implement. In such event, an Investor
should mail the exchange request to his financial institution, and an Investor
who directly purchased shares from the Trust should mail the exchange request
to the Transfer Agent. The exchange privilege may be modified or terminated at
any time upon 60 days' notice to shareholders.

DISTRIBUTION AGREEMENT

SHAREHOLDER SERVICES PLAN

The Trust has implemented the Services Plan with respect to
Retail shares in the Fund. Pursuant to the Services Plan, the Trust enters
into shareholder servicing agreements with certain financial institutions
pursuant to which the institutions render shareholder administrative services
to their customers who are the beneficial owners of Retail shares in
consideration for the payment of up to .10% (on an annualized basis) of the
average daily net asset value of such shares. Persons entitled to receive
compensation for servicing Retail shares may receive different compensation
with respect to those shares than with respect to Institutional shares in the
Fund. Shareholder administrative services may include aggregating and
processing purchase and redemption orders, processing dividend payments from
the Funds on behalf of customers, providing information periodically to
customers showing their position in Retail shares, and providing sub-transfer
agent services or the information necessary for sub-transfer agent services
with respect to Retail shares beneficially owned by customers. Since financial
institutions may charge their customers fees depending on the type of customer
account the Investor has established, beneficial owners of Retail shares should
read this Prospectus in light of the terms and fees governing their accounts
with financial institutions.

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<PAGE> 90

DIVIDENDS AND DISTRIBUTIONS

On each day that the net asset values per share of the Fund
are determined, the Fund declares a dividend from net investment income as of
the close of business on the day of declaration. Net investment income for
dividend purposes consists of (i) interest accrued and discount earned
(including both original issue and market discount) on the Fund's assets, (ii)
less amortization of market premium on such assets, and the accrued expenses of
the Fund. Fund shares begin earning dividends on the day the purchase order is
executed and continue earning dividends through and including the day before
the redemption order for the shares is executed.

Dividends are paid monthly by check, or by wire transfer if
requested in writing by the shareholder to his Bank or financial institution,
within five Business Days after the end of each calendar month or within five
Business Days after a shareholder's complete redemption of his shares in the
Fund.

Shareholders of the Fund may elect to have their dividends
reinvested in additional full and fractional Fund shares of the same class or
series at the net asset value of such shares on the payment date. Shareholders
must make such election, or any revocation thereof, in writing to his Bank or
financial institution. The election will become effective with respect to
dividends paid after its receipt.

Under the Services Plan, the amount of the Fund's net
investment income available for distribution to the holders of Retail shares is
reduced by the amount of shareholder servicing fees payable to financial
institutions under the Services Plan.

TAXES

FEDERAL TAXES

The Fund intends to qualify as a "regulated investment
company" under the Internal Revenue Code of 1986, as amended (the "Code").
Such qualification generally relieves each Fund of liability for federal income
tax to the extent its earnings are distributed in accordance with the Code.

Qualification as a regulated investment company under the Code
for a taxable year requires, among other things, that the Fund distributes to
its shareholders an amount equal to at least the sum of 90% of its tax-exempt
interest income net of certain deductions and 90% of its investment company
taxable income (if any) for such year. The Fund intends to distribute
substantially all of its net tax-exempt income (such distributions are known as
"exempt-interest dividends") and investment company taxable income (if any)
each taxable year. Exempt- interest dividends may be treated by shareholders
as items of interest excludable from their gross income under Section 103(a) of
the Code unless under the circumstances applicable to the particular
shareholder the exclusion would be disallowed. See the Statement of Additional
Information under "Additional Information Concerning Taxes." To the extent, if
any, dividends paid to shareholders of the Fund are derived from taxable income
or from net long-term capital gains, such dividends will not be exempt from
federal income tax and may also be subject to state and local taxes. The Fund
does not intend to earn any investment company taxable income or net long-term
capital gains. Because all of the Fund's net investment income is expected to
be derived from earned interest, it is anticipated that no part of any
distribution will be eligible for the dividends received deduction for
corporations.

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<PAGE> 91
Dividends declared in December of any year payable to
shareholders of record on a specified date in such month will be deemed to have
been received by shareholders and paid by a Fund on December 31 of such year in
the event such dividends are actually paid during January of the following
year.

PENNSYLVANIA TAXES

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<PAGE> 92
MISCELLANEOUS

The foregoing discussion is based on tax laws and regulations
which were in effect as of the date of this Prospectus; such laws and
regulations may be changed by legislative or administrative actions. The
foregoing summarizes some of the important tax considerations generally
affecting the Fund and its shareholders and is not intended as a substitute for
careful tax planning. Accordingly, potential investors in the Fund should
consult their tax advisers with specific reference to their own tax situation.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The business and affairs of the Trust are managed under the
direction of the Trust's Board of Trustees. The trustees of the Trust, their
addresses, principal occupations during the past five years, and other
affiliations are as follows:

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<PAGE> 93
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
---------------- -------------- ----------------------
<S> <C> <C>
Thomas R. Benua, Jr. Trustee Chairman, EBCO Manufacturing
564 Hackberry Drive Company and subsidiaries
Westerville, OH 43081 (manufacture, sale and financing of
water coolers and dehumidifiers),
since January 1996 and President,
January 1987 to January 1996; Vice
President and Executive Committee
Member of Ebtech Corp., since March
1991.
Leigh Carter* Trustee, President and Retired President and Chief
13901 Shaker Blvd., #6B Treasurer Operating Officer, BFGoodrich
Cleveland, OH 44120 Company, August 1986 to September
1990; Director, Adams Express
Company, since April 1982;
Director, Lamson & Sessions Co.,
since April 1991; Director,
Petroleum & Resources Corp., since
April 1987; Director, Morrison
Products, since April 1983.

Richard W. Furst, Dean Trustee Professor of Finance and Dean,
Carol Martin Gatton Carol Martin Gatton College of
College of Business and Business and Economics, University
Economics of Kentucky, since 1981; Director,
University of Kentucky Studio Plus Hotels, Inc., since
Lexington, KY 40506-0034 1994.

Robert D. Neary Trustee Retired Co-Chairman of Ernst &
2000 National City Center Young March 1984-September 1993;
1900 E. 9th Street Director, Cold Metal Products,
Cleveland, OH 44114 Inc., since March 1994; Director,
Zurn Industries, Inc., since June
1995.

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<PAGE> 94

PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
---------------- -------------- ----------------------
<S> <C> <C>
J. William Pullen Trustee President and Chief Executive
Whayne Supply Company Officer, Whayne Supply Co. (engine
1400 Cecil Avenue and heavy equipment distribution),
P.O. Box 35900 since 1986; President and Chief
Louisville, KY 40232-5900 Executive Officer, American
Contractors Rentals & Sales (rental
subsidiary of Whayne Supply Co.),
since 1988.
</TABLE>

____________________

* Mr. Carter is considered by the Trust to be an "interested person" of
the Trust as defined in the 1940 Act.

INVESTMENT ADVISER

National City serves as investment adviser to the Fund. The
adviser is a wholly owned subsidiary of National City Corporation, which
provides trust and banking services to individuals, corporations, and
institutions both nationally and internationally, including investment
management, estate and trust administration, financial planning, corporate
trust and agency, and personal and corporate banking. The adviser is a member
bank of the Federal Reserve System and the Federal Deposit Insurance
Corporation.

Subject to the general supervision of the Trust's Board of
Trustees and in accordance with the Fund's investment policies, the adviser has
agreed to manage the Fund, make decisions with respect to and place orders for
all purchases and sales of the Fund's securities, and maintain the Fund's
records relating to such purchases and sales. For the services provided and
expenses assumed pursuant to the Advisory Agreement, the adviser is entitled to
receive an advisory fee, computed daily and payable monthly, at the annual rate
of .40% of the average net assets of the Fund. The adviser may from time to
time waive all or a portion of the advisory fee payable by the Fund.

AUTHORITY TO ACT AS INVESTMENT ADVISER

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<PAGE> 95
banking laws or regulations. However, there are no controlling judicial
precedents and future changes in legal requirements relating to the permissible
activities of banks and their affiliates, as well as future interpretations of
present and future requirements, could prevent the adviser from continuing to
perform services for the Trust. If the adviser was to be prohibited from
providing services to the Fund, the Board of Trustees would consider selecting
another qualified firm. Any new investment advisory agreement would be subject
to shareholder approval.

If current restrictions preventing a bank or its affiliates
from legally sponsoring, organizing, controlling, or distributing shares of an
investment company were relaxed, the adviser, or an affiliate of the adviser,
would consider the possibility of offering to perform additional services for
the Trust. Legislation modifying such restrictions has been proposed in past
sessions of Congress. It is not possible, of course, to predict whether or in
what form such legislation might be enacted or the terms upon which the
adviser, or any of its affiliates, might offer to provide such services.

SUB-ADVISER

Weiss, Peck & Greer, L.L.C. serves as the investment
sub-adviser to the Fund under a sub-advisory agreement (the "Sub-Advisory
Agreement") with the adviser. WPG is a limited liability company founded in
1970. WPG engages in investment management, venture capital management and
management buyouts. WPG has been active since its founding in managing
portfolios of tax exempt securities. On March 31, 1996, total assets under
management were approximately $12.2 billion, over $3.9 billion of which were
tax-free money market instruments. The principal business address of WPG is
One New York Plaza, New York, New York 10004.

Pursuant to the Sub-Advisory Agreement and subject to the
supervision of the adviser and of the Trust's Board of Trustees and in
accordance with the Fund's investment policies, the sub-adviser has agreed to
assist the Adviser in providing a continuous investment program for the Fund
and in determining investments for the Fund, the sub-adviser will maintain the
Trust's records relating to purchases and sales effected by it. For the
services provided and expenses assumed pursuant to the Sub-Advisory Agreement,
the sub-adviser is entitled to an advisory fee, payable by the adviser,
calculated daily and payable monthly, at the annual rate of .05% of the average
daily net assets of the Fund. The sub-adviser may from time-to-time waive all
or a portion of its fee from the adviser.

ADMINISTRATOR

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<PAGE> 96
of the Trust's registration statement; maintain the required fidelity bond
coverage; calculate the Fund's net asset values per share, net income, and
realized capital gains (losses); and generally assist the Fund with respect to
all aspects of its administration and operation. PFPC is entitled to receive
an administration fee, accrued daily and paid monthly, computed separately for
the Fund at an annual rate of .10% of the first $200,000,000 of its net assets,
.075% of the next $200,000,000 of its net assets, .05% of the next $200,000,000
of its net assets and .03% of its net assets over $600,000,000. PFPC is also
entitled to be reimbursed for its out-of-pocket expenses incurred on behalf of
the Trust.

DESCRIPTION OF THE TRUST AND ITS SHARES

The Trust was organized as a Massachusetts business trust on
January 28, 1986. The Trust is a series fund authorized to issue 36 separate
classes or series of shares of beneficial interest ("shares"). Two of these
classes or series, which represent interests in the Fund (Class Q and Class
Q-Special Series 1) are described in this Prospectus. Class Q shares
constitute the Institutional class or series of shares; and Class Q-Special
Series 1 shares constitute the Retail class or series of shares. The other
Funds of the Trust are: Money Market Fund (Class A and Class A-Special Series
1), Government Fund (Class B and Class B-Special Series 1), Treasury Fund
(Class C and Class C-Special Series 1), Tax Exempt Fund (Class D and Class
D-Special Series 1), Equity Fund (Class H and Class H-Special Series 1), Fixed
Income Fund (Class I and Class I-Special Series 1), Ohio Tax Exempt Fund (Class
K and Class K-Special Series 1), National Tax Exempt Fund (Class L and Class L-
Special Series 1), Equity Income Fund (Class M and Class M-Special Series 1),
Mid Cap Regional Equity Fund (Class N and Class N-Special Series 1), Enhanced
Income Fund (Class O and Class O-Special Series 1), Total Return Advantage Fund
(Class P and Class P-Special Series 1), Intermediate Government Fund (Class R
and Class R-Special Series 1), GNMA Fund (Class S and Class S-Special Series 1)
and the Pennsylvania Municipal Fund (Class T and Class T-Special Series 1).
Each share has no par value, represents an equal proportionate interest in the
investment fund with other shares of the same class or series outstanding, and
is entitled to such dividends and distributions out of the income earned on the
assets belonging to such class or series as are declared in the discretion of
the Trust's Board of Trustees. The Trust's Declaration of Trust authorizes the
Board of Trustees to classify or reclassify any unissued shares into any number
of additional classes of shares and to classify or reclassify any class of
shares into one or more series of shares.

Shareholders are entitled to one vote for each full share
held, and a proportionate fractional vote for each fractional share held.
Shareholders will vote in the aggregate and not by investment fund, except as
otherwise expressly required by law or when the Board of Trustees determines
that the matter to be voted on affects only the interests of shareholders of a
particular investment fund. The Statement of Additional Information gives
examples of situations in which the law requires voting by investment fund. In
addition, shareholders of each of the investment funds will vote in the
aggregate and not by class or series, except as otherwise expressly required by
law or when the Board of Trustees determines that the matter to be voted on
affects only the interests of the holders of a particular class or series of
shares. Under the Services Plan, only the holders of Retail shares in an
investment fund are entitled to vote on matters submitted to a vote of
shareholders (if any) concerning the Services Plan. Voting rights are not
cumulative, and accordingly the holders of more than 50% of the aggregate
shares of the Trust may elect all of the trustees irrespective of the vote of
the other shareholders.

As stated above, the Trust is organized as a trust under the
laws of Massachusetts. Shareholders of such a trust may, under certain

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<PAGE> 97
circumstances, be held personally liable (as if they were partners) for the
obligations of the trust. The Declaration of Trust of the Trust provides for
indemnification out of the Trust property for any shareholder held personally
liable solely by reason of his being or having been a shareholder and not
because of his acts or omissions or some other reason.

The Trust does not presently intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The
Trust's Code of Regulations provides that special meetings of shareholders
shall be called at the written request of shareholders entitled to cast at
least 10% of the votes entitled to be cast at such meeting. Such meeting may
be called by shareholders to consider the removal of one or more trustees.
Shareholders will receive shareholder communication assistance with respect to
such matter as required by the 1940 Act.

CUSTODIAN AND TRANSFER AGENT

National City serves as the custodian of the Trust's assets.
First Data Investor Services Group, Inc., a wholly-owned subsidiary of First
Data Corp., serves as the Trust's transfer and dividend disbursing agent.
Communications to the Transfer Agent should be directed to P.O. Box 5109,
Westborough, Massachusetts 01581-5109. The fees payable by the Trust for these
services are described in the Statement of Additional Information.

EXPENSES

Except as noted below, the Trust's adviser bears all expenses
in connection with the performance of its services. The Fund must bear its own
expenses incurred in its operations including: taxes; interest; fees (including
fees paid to its trustees and officers); SEC fees; state securities
qualification fees; costs of preparing and printing prospectuses for regulatory
purposes and for distribution to existing shareholders; expenses relating to
the Distribution Plan; advisory fees; administration fees and expenses; charges
of the custodian and Transfer Agent; certain insurance premiums; outside
auditing and legal expenses; costs of shareholders' reports and shareholder
meetings; and any extraordinary expenses. The Fund also pays for brokerage
fees and commissions (if any) in connection with the purchase of its portfolio
securities. Under the Services Plan, the Retail shares in the Fund also bear
the expense of shareholder servicing fees.

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and
annual financial statements audited by independent auditors.

Pursuant to Rule 17f-2, as National City serves the Trust as
both the custodian and as investment adviser, a procedure has been established
requiring three annual verifications, two of which are to be unannounced, of
all investments held pursuant to the Custodian Services Agreement, to be
conducted by the Trust's independent auditors.

-26-
<PAGE> 98
Inquiries regarding the Trust or any of its investment funds
may be directed to 1-800-622-FUND(3863).

-27-
<PAGE> 99
ARMADA FUNDS

Investment Adviser

National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114

Sub-Investment Adviser

Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
EXPENSE TABLE . . . . . . . . . . . . . . . . . . . . . 3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . 6
RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES . . . 6
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . 11
YIELD AND PERFORMANCE INFORMATION . . . . . . . . . . . 12
PRICING OF SHARES . . . . . . . . . . . . . . . . . . . 13
HOW TO PURCHASE AND REDEEM SHARES . . . . . . . . . . . 14
DISTRIBUTION AGREEMENT . . . . . . . . . . . . . . . . 19
SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . 19
DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . 19
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 20
MANAGEMENT OF THE TRUST . . . . . . . . . . . . . . . . 21
DESCRIPTION OF THE TRUST AND ITS SHARES . . . . . . . . 25
CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . 26
EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 26
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>

o Shares of the Armada Funds are not bank deposits or obligations
of, or guaranteed or endorsed or otherwise supported by, National
City Bank, its parent company or any of its affiliates or any bank.

o Shares of the Armada Funds are not insured or guaranteed by the
U.S. Government, FDIC, or any governmental agency or state.

o An investment in the Armada Funds involves investment risks,
including the possible loss of principal amount invested.

There can be no assurances the Armada Pennsylvania Tax Exempt Fund
will be able to maintain a stable net asset value of $1 per share.
An investment in the Fund is neither insured nor guaranteed by the
U.S. Government.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRUST OR ITS DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
<PAGE> 100
ARMADA FUNDS

PROSPECTUS

________________, 1996

Pennsylvania Tax Exempt Fund
<PAGE> 101

ARMADA FUNDS
4400 Computer Drive
Westborough, MA 01581

ARMADA FUNDS

Investment Adviser
Affiliate of
National City
Corporation

National City Bank
1900 East Ninth Street
Cleveland, OH 44114

Sub-Investment Adviser

Weiss, Peck & Greer, L.L.C.
One New York Plaza
New York, NY 10004
<PAGE> 102

<TABLE>
<CAPTION>
ARMADA FUNDS
______________________________________________________________________________________________________
<S> <C>
4400 Computer Drive If you purchased your shares
Westborough, Massachusetts 01581 through National City Investments
Corporation, please call your Investment
Consultant for information.

For current performance, fund
information, and to purchase shares,
please call 1-800-622-FUND(3863).

For account redemption information,
please call 1-800-628-0523.
</TABLE>

This Prospectus describes shares in the following investment fund (the
"Fund") of Armada Funds (the "Trust") and its investment objective and
policies:

INTERMEDIATE GOVERNMENT FUND'S investment objective is to seek
preservation of capital and a high degree of liquidity while providing
current income. The Fund invests premarily in obligations issued or
guaranteed as to principal and interest by the U.S. Government and its
agencies and instrumentalities.

The net asset value per share of the Fund will fluctuate as the value
of its investment fund changes in response to changing market prices and other
factors.

National City Bank ("National City") serves as investment adviser to
the Fund (the "adviser").

440 Financial Distributors, Inc., a wholly-owned subsidiary of First
Data Corp., (the "Distributor") serves as the Trust's sponsor and distributor.
The Fund pays a fee to the Distributor for distributing its shares. See
"Distribution Agreement."

-1-
<PAGE> 103

______________, 1996

-2-
<PAGE> 104
The classes or series which represent interests in the Fund
are described in this Prospectus. Class R shares constitute the Institutional
class or series of shares (herein referred to as the "Institutional shares") of
the Fund. Class R - Special Series 1 constitute the Retail class or series of
shares (herein referred to as the "Retail shares") of the Fund.

Institutional shares are sold primarily to Banks and customers
of National Asset Management Corporation ("NAM") customers. Retail shares are
sold to the public primarily through financial institutions such as banks,
brokers and dealers.

EXPENSE TABLE

<TABLE>
<CAPTION>
INTERMEDIATE INTERMEDIATE
GOVERNMENT GOVERNMENT
FUND FUND
RETAIL INSTITUTIONAL
SHARES(1) SHARES
--------- -------------
<S> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Charge
Imposed on Purchases . . . . . . . . . . . . . 3.75% None
Sales Charge Imposed
on Reinvested Dividends . . . . . . . . . . . None None
Deferred Sales Charge . . . . . . . . . . . . . None None
Redemption Fee . . . . . . . . . . . . . . . . . None None
Exchange Fee . . . . . . . . . . . . . . . . . . None None
FUND OPERATING EXPENSES
(as a percentage of average net
assets)
Management Fees . . . . . . . . . . . . . . . . .55% .55%
12b-1 Fees2 . . . . . . . . . . . . . . . . . . .05% .05%
Other Expenses . . . . . . . . . . . . . . . . . .46% .21%
---- ----
TOTAL FUND OPERATING
EXPENSES . . . . . . . . . . . . . . . . . . 1.06% .81%
- --------------------------- ===== ====
<FN>
1 The Trust has implemented a Shareholder Services Plan (the "Services Plan")
with respect to Retail shares of the Fund. Pursuant to the Services Plan,
the Trust may enter into shareholder servicing agreements with certain
financial institutions under which they agree to provide shareholder
administrative services to their customers who beneficially own Retail
shares in consideration for the payment of up to .25% (on an annualized
basis) of the net asset value of Retail shares.

2 As a result of the payment of sales charges and 12b-1 and certain other
related fees, long-term shareholders may pay more than the economic
equivalent of the maximum front-end sales charge permitted by the National
Association of Securities Dealers, Inc. ("NASD"). The NASD has adopted
rules which generally limit the aggregate sales charges and payments under
the Trust's Service and Distribution Plan ("Distribution Plan") and Services
Plan to a certain percentage of total new gross share sales, plus interest.
The Trust would stop accruing 12b-1 and related fees if, to the extent, and
for as long as, such limit would otherwise be exceeded.
</TABLE>
___________________________

<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
<S> <C> <C> <C> <C>
Intermediate Government Fund
Retail Shares . . . . . . . . . . . . . . . . . $48 $70 $94 $162

Intermediate Government Fund
Institutional Shares . . . . . . . . . . . . . . $ 8 $26 $45 $100
</TABLE>

THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES OR RATES OF RETURN. ACTUAL EXPENSES AND RATES OF RETURN MAY BE
GREATER OR LESS THAN THOSE SHOWN.

-3-
<PAGE> 105

related notes incorporated by reference into the Statement of Additional
Information for the Fund.

-4-
<PAGE> 106
FINANCIAL HIGHLIGHTS
(FOR A FUND SHARE OUTSTANDING THROUGHOUT THE PERIOD)

INTERMEDIATE GOVERNMENT FUND

The following table has been audited by the Fund's prior
independent auditors, whose report is incorporated by reference in the
Statement of Additional Information. It should be read in conjunction with the
financial statements and related notes which are incorporated by reference in
the Statement of Additional Information.

<TABLE>
<CAPTION>
Year Ended Period Ended
April 30, April 30,
1996 1995(2)
---------- ---------
<S> <C> <C>
Net Asset Value, Beginning of Period . . . .
Income from Investment Operations
Net Investment Income . . . . . . . . . . .
Net Realized and Unrealized Gains on
Securities . . . . . . . . . . . . . . . .
Total from Investment Operations . . . . . .
LESS DISTRIBUTIONS
Distributions from Net Investment Income .
Distributions from Realized Capital Gains .
Total Distributions
Net Asset Value End of Period . . . . . . . .
Total Return . . . . . . . . . . . . . . . . (4)
Net Assets End of Period (000) . . . . . . .
Ratio of Expenses to Average Net Assets . . . 1,3
Ratio of Net Investment Income to Average
Net Assets . . . . . . . . . . . . . . . . . 1,3
Portfolio Turnover Rate . . . . . . . . . . .
<FN>

(1) The operating expense ratio and the net investment income ratio before fee waivers by the investment
adviser and custodian for the period ended April 30, 1996 and April 30, 1995 would have been _____% and
_____% and ____% and ____%, respectively.
(2) Commenced operations on August 10, 1984. The Fund did not offer Institutional shares during the period
covered by the Financial Highlights.
(3) Annualized.
(4) Total Return does not reflect sales charge. Not annualized.
</TABLE>

-5-
<PAGE> 107
INTRODUCTION

Shares of the Fund have been classified into two separate
classes -- Retail shares and Institutional shares. Retail shares and
Institutional shares represent equal pro rata interests in the Fund except
that, as described more fully below under "Shareholder Services Plan," the
Trust has implemented the Services Plan with respect to Retail shares of the
Fund. Under the Services Plan, only the beneficial owners of Retail shares
bear the expenses of shareholder administrative services which are provided by
financial institutions for their benefit (estimated not to exceed .25%
annually). See "Shareholder Services Plan," "Dividends and Distributions" and
"Description of the Trust and Its Shares" for a description of the impact that
the Services Plan may have on holders of Retail shares.

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES

The investment objective of the Fund is to preserve capital
and maintain a high degree of liquidity while providing current income. The
Fund seeks to achieve this objective by investing primarily in obligations
issued or guaranteed as to principal and interest by the U.S. Government and
its agencies and instrumentalities. The Fund invests in U.S. Treasury
obligations and futures on U.S. Treasury obligations. The Fund's
dollar-weighted average maturity will ordinarily be approximately five years;
however, the adviser may vary this average maturity substantially in
anticipation of a change in the interest rate environment. Nevertheless, under
normal circumstances, the Fund will maintain a dollar-weighted average maturity
of between three and ten years.

In order to meet the liquidity needs and for temporary
purposes, the Fund may hold cash reserves, and may invest up to 100% of its
assets in Short Term obligations (as described below).

The Fund may also purchase securities on a when-issued basis.

The Fund reserves the right to engage in securities lending,
although it does not have the present interest of doing so. The Fund may also
borrow money in amounts up to 33-1/3% of its net assets.

-6-
<PAGE> 108
OTHER INVESTMENT POLICIES

U.S. Treasury Obligations

Debt Securities

The Fund may invest in debt securities which may include
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities. Certain federal agencies such as the Government National
Mortgage Association ("GNMA") have been established as instrumentalities of the
United States Government to supervise and finance certain types of activities.
Issues of these agencies, while not direct obligations of the United States
Government, are either backed by the full faith and credit of the United States
(e.g. GNMA) or supported by the issuing agencies' right to borrow from the
Treasury. The issues of other agencies are supported by the credit of the
instrumentality (e.g., Federal National Mortgage Association). Fund
appreciation may result from an improvement in the credit standing of an issuer
whose securities are held or a general decline in the level of interest rates
or a combination of both. An increase in the level of interest rates may
generally reduce the value of the fixed rate debt instruments held by the Fund;
conversely, a decline in the level of interest rates may generally increase the
value of such investments. An increase in the level of interest rates may
temporarily reduce the value of the floating rate debt instruments held by the
Fund; conversely, a decline in the level of interest rates may temporarily
increase the value of those investments.

Futures Contracts

The Fund may invest in futures contracts on U.S. Treasury
obligations in order to offset an expected decrease in the value of its fund
that might otherwise result from a market decline. The Fund may do so either
to hedge the value of its portfolio securities as a whole, or to protect
against declines occurring prior to sales of securities in the value of the
securities to be sold. In addition, the Fund may utilize futures contracts in
anticipation of changes in the composition of its holdings for hedging purposes
or to maintain liquidity.

Futures contracts obligate a Fund, at maturity, to take or
make delivery of certain securities or the cash value of a contract or
securities index. When interest rates are rising, futures contracts can offset
a decline in value of the securities held by the Fund. When rates are falling,
these contracts can secure higher yields for securities the Fund intends to
purchase. In addition, the Fund may utilize futures contracts in anticipation
of changes in the composition of its fund holdings.

The Fund intends to comply with the regulations of the
Commodity Futures Trading Commission ("CFTC") exempting the Fund from
registration as a "commodity pool operator." The Fund's commodities
transactions must constitute bona fide hedging or other permissible
transactions pursuant to such regulations. In addition, the Fund may not
engage in such transactions if the sum of the amount of initial margin
deposits, other than for bona fide hedging transactions, would exceed 5% of the
liquidation value of its assets, after taking into account unrealized profits
and unrealized losses on such contracts it has entered into. In connection
with the Fund's position in a futures contract, the Fund will create a
segregated account of liquid assets,

-7-
<PAGE> 109
such as cash, U.S. Government securities or other liquid high grade debt
obligations, or will otherwise cover its position in accordance with applicable
requirements of the SEC.

Risk Factors Associated with Futures

Although the Fund intends to enter into futures contracts
transactions only if there is an active market for such contracts, no assurance
can be given that a liquid market will exist for any particular contract at any
particular time. See "Illiquid Securities" below. Many futures exchanges and
boards of trade limit the amount of fluctuation permitted in futures contract
prices during a single trading day. Once the daily limit has been reached in a
particular contract, no trades may be made that day at a price beyond that
limit or trading may be suspended for specified periods during the trading day.
Futures contracts prices could move to the limit for several consecutive
trading days with little or no trading, thereby preventing prompt liquidation
of futures positions and potentially subjecting the Fund to substantial losses.
If it is not possible, or the Fund determines not, to close a futures position
in anticipation of adverse price movements, it will be required to make daily
cash payments of variation margin. In such circumstances, an increase in the
value of the portion of the Fund being hedged, if any, may offset partially or
completely losses on the futures contract.

The primary risks associated with the use of futures contracts
are: (i) the imperfect correlation between the change in market value of the
securities held by the Fund and the price of the futures contract; (ii)
possible lack of a liquid secondary market for a futures contract and the
resulting inability to close a futures contract when desired; (iii) losses due
to unanticipated market movements which are potentially unlimited; and (iv)

-8-
<PAGE> 110
the adviser's ability to predict correctly the direction of securities prices,
interest rates and other economic factors. For a further discussion see "Risk
Factors, Investment Objectives and Policies -- Futures Contracts and Options"
and Appendix B in the Statement of Additional Information.

Mortgage-Backed Securities

These characteristics may result in a higher level of price
volatility for these assets under certain market conditions. In addition,
while the trading market for short-term mortgages and Mortgage-Backed
Securities is ordinarily quite liquid, in times of financial stress the trading
market for these securities sometimes becomes restricted.

-9-
<PAGE> 111
The Fund will not purchase "residual" CMO interests, which normally exhibit a
high degree of price volatility. FHLMC has in the past guaranteed only the
ultimate collection of principal of the underlying mortgage loan; however,
FHLMC now issues mortgage-backed securities (FHLMC Gold PCs) which also
guarantee timely payment of monthly principal reductions. Government and
private guarantees do not extend to the securities' value, which is likely to
vary inversely with fluctuations in interest rates.

Risk Factors Associated with Derivative Instruments

The Fund may purchase certain "derivative" instruments.
"Derivative" instruments are instruments that derive value from the performance
of underlying securities, interest or currency exchange rates, or indices, and
include (but are not limited to) futures contracts, and structured debt
obligations (including collateralized mortgage obligations, various floating
rate instruments and other types of securities).

Like all investments, derivative instruments involve several
basic types of risks which must be managed in order to meet investment
objectives. The specific risks presented by derivatives include, to varying
degrees, market risk in the form of underperformance of the underlying
securities, exchange rates or indices; credit risk that the dealer or other
counterparty to the transaction will fail to pay its obligations; volatility
and leveraging risk that, if interest or exchange rates change adversely, the
value of the derivative instrument will decline more than the securities, rates
or indices on which it is based; liquidity risk that the Fund will be unable to
sell a derivative instrument when it wants because of lack of market depth or
market disruption; pricing risk that the value of a derivative instrument (such
as an option) will not correlate exactly to the value of the underlying
securities, rates or indices on which it is based; and operations risk that
loss will occur as a result of inadequate systems and controls, human error or
otherwise. Some derivative instruments are more complex than others, and for
those instruments that have been developed recently, data are lacking regarding
their actual performance over complete market cycles.

The adviser has adopted the following internal policies
concerning management of the structural risk inherent in derivative instruments
on behalf of the Fund:

-10-
<PAGE> 112
The adviser does not presently intend to invest in the
following types of derivatives which are structured instruments, such as range
notes, dual index notes, leveraged or deleveraged bonds, inverse floaters,
index amortizing notes and other structured instruments having similar cash
flow characteristics.

Receipts

The Fund may invest in separately traded interest and
principal component parts of the U.S. Treasury obligations that are issued by
banks or brokerage firms and are created by depositing U.S. Treasury
obligations into a special account at a custodian bank. The custodian holds
the interest and principal payments for the benefit of the registered owners of
the certificates of receipts. The custodian arranges for the issuance of the
certificates or receipts evidencing ownership and maintains the register.
Receipts include "Treasury Receipts" ("TR's"), "Treasury Investment Growth
Receipts" ("TIGR's"), "Liquid Yield Option Notes" ("LYON's"), and "Certificates
of Accrual on Treasury Securities" ("CATS"). TIGR's, LYON's and CATS are
interests in private proprietary accounts while TR's are interests in accounts
sponsored by the U.S. Treasury.

Securities denominated as TR's, TIGR's, LYON's and CATS are
sold as zero coupon securities which means that they are sold at a substantial
discount and redeemed at face value at their maturity date without interim cash
payments of interest or principal. This discount is accreted over the life of
the security, and such accretion will constitute the income earned on the
security for both accounting and tax purposes. Because of these features, such
securities may be subject to greater interest rate volatility than interest
paying Permitted Investments.

Repurchase Agreements

The Fund may agree to purchase portfolio securities subject to
the seller's agreement to repurchase them at a mutually agreed- upon date and
price ("repurchase agreements"). The Fund may enter into repurchase agreements
only with financial institutions such as banks and broker-dealers which are
deemed to be creditworthy by the adviser, pursuant to guidelines approved by
the Trust's Board of Trustees. The Fund is not permitted to enter into
repurchase agreements with the adviser, Distributor, or any of their
affiliates. Although the securities subject to repurchase agreements may bear
maturities exceeding 397 days, the Fund presently intends to enter only into
repurchase agreements which terminate within seven days after notice by the
Fund. If a Fund were to enter into repurchase agreements which provide for a
notice period greater than seven days in the future, the Fund would do so only
if such investment, together with other illiquid securities, did not exceed 10%
of the Fund's net assets.

The seller under a repurchase agreement will be required to
maintain the value of the securities which the Fund holds subject to the
agreement at not less than the repurchase price, marked to market daily, by
providing additional securities or other collateral to the Fund if necessary.
If the seller defaulted on its repurchase obligation, the Fund would suffer a
loss to the extent that the proceeds from a sale of the underlying securities
(including accrued interest) were less than the repurchase price (including
accrued interest) under the agreement. In the event that such a defaulting
seller filed for bankruptcy or became insolvent, disposition of such securities
by the Fund might be delayed pending court action. Further, it is uncertain
whether the Trust would be entitled, as against a claim by such seller or its
receiver or trustee in bankruptcy, to retain the underlying securities.

-11-
<PAGE> 113
When-Issued Securities

The Fund may purchase securities on a "when-issued" or delayed
delivery basis. These transactions are arrangements in which the Fund
purchases securities with payment and delivery scheduled for a future time.
These transactions involve the risk that the price or yield obtained may be
less favorable than the price or yield available when delivery takes place.
The Fund does not intend to purchase when- issued securities for speculative
purposes but only for the purpose of acquiring portfolio securities. In
when-issued and delayed delivery transactions, the Fund relies on the seller to
complete the transaction; its failure to do so may cause the Fund to miss a
price or yield considered to be attractive. One form of when-issued or delayed
delivery security that the Fund may purchase is a "to be announced" ("TBA")
mortgage-backed security. A TBA transaction arises when a mortgage-backed
security, such as a GNMA pass-through security, is purchased or sold with the
specific pools that will constitute that GNMA pass-through security to be
announced on a future settlement date. For further information, see "Risk
Factors, Investment Objectives and Policies" in the Statement of Additional
Information.

Variable and Floating Rate Obligations

The Fund may purchase rated and unrated variable and floating
rate instruments. These instruments may include adjustable rate mortgages
("ARMs') that permit the indebtedness thereunder to vary in addition to
providing for periodic adjustments in the interest rate. The absence of an
active secondary market with respect to particular variable and floating rate
instruments could, however, make it difficult for the Fund to dispose of
instruments if the issuer defaulted on its payment obligation or during periods
that the Fund is not entitled to exercise its demand rights, and the Fund
could, for these or other reasons, suffer a loss with respect to such
instruments. For a further description, see "Risk Factors, Objectives and
Policies" in the Statement of Additional Information.

Lending Portfolio Securities

In order to generate additional income, the Fund may, from
time to time, lend its portfolio securities to broker-dealers, banks or other
institutional borrowers. The Fund must receive 100% collateral in the form of
cash or U.S. Government securities. This collateral must be valued daily by
the Fund's adviser, and the borrower will be required to provide additional
collateral should the market value of the loaned securities increase. During
the time portfolio securities are on loan, the borrower pays the Fund involved
any dividends or interest paid on such securities. Loans are subject to
termination by the Fund or the borrower at any time. While a Fund does not
have the right to vote securities on loan, it intends to terminate the loan and
regain the right to vote if this is considered important with respect to the
investment. The Fund will only enter into loan arrangements with
broker-dealers, banks or other institutions which its adviser has determined
are creditworthy under guidelines established by the Trust's Board of Trustees.

-12-
<PAGE> 114
Securities of Other Investment Companies

Illiquid Securities

The Fund will not knowingly invest more than 15% of its net
assets in securities that are illiquid. Illiquid securities would generally
include repurchase agreements with notice/termination dates in excess of seven
days and certain securities which are subject to trading restrictions because
they are not registered under the Securities Act of 1933, as amended (the "1933
Act").

Portfolio Turnover

The Fund may engage in short term trading and may sell
securities which have been held for periods ranging from several months to less
than a day. The object of such short-term trading is to increase the potential
for capital appreciation and/or income by making fund changes in anticipation
of expected movements in interest rates or fixed income security prices or in
order to take advantage of what the Fund's adviser believes is a temporary
disparity in the normal yield relationship between two securities. Any such
trading would increase the Fund's turnover rate and its transaction costs.

-13-
<PAGE> 115
INVESTMENT LIMITATIONS

The Fund is subject to a number of investment limitations.
The following investment limitations are matters of fundamental policy and may
not be changed without the affirmative vote of the Fund's outstanding shares
(as defined under "Miscellaneous"). (Other investment limitations that also
cannot be changed without a vote of shareholders are contained in the Statement
of Additional Information under "Risk Factors, Investment Objectives and
Policies.")

The Fund may not:

1. Make loans, except that each Fund may purchase or
hold debt instruments, lend portfolio securities and enter into repurchase
agreements in accordance with its investment objective and policies.

2. Borrow money or issue senior securities, except that
each Fund may borrow from anyone for temporary purposes in amounts not in
excess of 5% of the value of its total assets at the time of such borrowing; or
the Fund may borrow from a bank for non- temporary purposes, provided that the
borrowing does not exceed 33-1/3% of the Fund's net assets. To the extent a
bank borrowing exceeds 5% of the Fund's total assets, assets coverage of at
least 300% is required. The Fund will not purchase securities while
outstanding borrowings equal or exceed 5% of its total assets.

3. Purchase any securities which would cause 25% or more
of the value of its total assets at the time of such purchase to be invested in
securities of one or more issuers conducting their principal business
activities in the same industry, provided that (a) there is no limitation with
respect to obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities and repurchase agreements secured by such
obligations, (b) wholly owned finance companies will be considered to be in the
industries of their parents if their activities are primarily related to
financing the activities of their parents, and (c) utilities will be classified
according to their services, for example, gas, gas transmission, electric and
gas, electric, and telephone will each be considered a separate industry.

4. Purchase securities of any one issuer, other than
obligations issued or guaranteed by the U.S. Government or its agencies or
instrumentalities, if, immediately after such purchase, more than 5% of the
value of the Fund's total assets would be invested in such issuer, except that
up to 25% of the value of the Fund's total assets may be invested without
regard to such limitations. This investment limitation No. 4 does not apply to
repurchase agreements involving securities issued by the U.S. Government or its
agencies or instrumentalities.

For purposes of investment limitations No. 3 and 4, a security
is considered to be issued by the government entity (or entities) whose assets
and revenues back the security.

-14-
<PAGE> 116
commitment by terminating sales of the Fund's shares to investors residing in
the state involved.

YIELD AND PERFORMANCE INFORMATION

The Fund calculates its total return for each class of shares
on an "average annual total return" basis for various periods from the date of
commencement of investment operations and for other periods as permitted under
the rules of the SEC. Average annual total return reflects the average annual
percentage change in value of an investment in the class over the measuring
period. Total returns for each class of shares may also be calculated on an
"aggregate total return" basis for various periods. Aggregate total return
reflects the total percentage change in value over the measuring period. Both
methods of calculating total return reflect changes in the price of the shares
and assume that any dividends and capital gain distributions made by the Fund
with respect to a class during the period are reinvested in shares of that
class. When considering average total return figures for periods longer than
one year, it is important to note that the annual total return of a class for
any one year in the period might have been greater or less than the average for
the entire period. The Fund may also advertise, from time to time, the total
returns of one or more classes of shares on a year-by-year or other basis for
various specified periods by means of quotations, charts, graphs or schedules.

Investors may compare the performance of each class of shares
of the Fund to the performance of other mutual funds with comparable investment
objectives, to various mutual fund or market indices, such as the Lehman
Intermediate Government Index and to data or rankings prepared by independent
services such as Lipper Analytical Services, Inc. or other financial or
industry publications that monitor the performance of mutual funds.
Comparisons may also be made to indices or data published in Money Magazine,
Forbes, Barron's, The Wall Street Journal, The New York Times, Business Week,
U.S.A. Today, CDA/Weisenberger, The American Banker, Morningstar, Incorporated
and other publications of a local, regional or financial industry nature.

-15-
<PAGE> 117
Further information about the performance of the Fund is
available in the annual and semi-annual reports to shareholders. Shareholders
may obtain these materials from the Trust free of charge by calling
1-800-622-FUND(3863).

PRICING OF SHARES

For purposes of pricing purchases and redemption orders, the
net asset value per share of the Fund is calculated as of the close of trading
on the New York Stock Exchange (the "Exchange") (generally, 4:00 p.m. Eastern
Time). Net asset value per share is determined on each business day, except
those holidays which the Exchange, or banks and trust companies which are
affiliated with National City Corporation (the "Banks"), observe (currently New
Year's Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor
Day, Columbus Day, Veterans' Day, Thanksgiving Day and Christmas Day)
("Business Day"). Net asset value per share of a particular class in the Fund
is calculated by dividing the value of all securities and other assets
belonging to the Fund allocable to such class, less the liabilities charged to
that class, by the number of the outstanding shares of that class.

The Fund's investments in securities for which market
quotations are readily available are valued at their market values determined
on the basis of the mean between their current available bid and asked prices
in the principal market (closing sales prices if the principal market is an
exchange) in which such securities are normally traded. Securities and other
assets for which quotations are not readily available are valued at their fair
value under procedures approved by the Board of Trustees. Absent unusual
circumstances, short-term investments having maturities of 60 days or less are
valued on the basis of amortized cost unless the Trust's Board of Trustees
determines that this does not represent fair value. The net asset value per
share of each class of shares of the Fund will fluctuate as the value of its
investment fund changes.

HOW TO PURCHASE AND REDEEM SHARES

DISTRIBUTOR

PURCHASE OF RETAIL SHARES

-16-
<PAGE> 118
whereby a financial institution would perform various administrative support
services for its customers who are the beneficial owners of Retail shares and
would receive fees from the Fund for such services of up to .25% (on an
annualized basis) of the average daily net asset value of such shares. See
"Shareholder Services Plan." To purchase shares, Investors should call
1-800-622-FUND(3863) or visit their local National City Investments Corporation
office: Cleveland (1-800-624-6450), Columbus (1-800-345-0278), Dayton
(1-800-755-8723), Akron (1-800-229-0295), Louisville (1-800-727-5656),
Indianapolis (1-800-826-2868), Toledo (1-800-331-8275) or Youngstown
(1-800-742-4098).

The minimum investment for the initial purchase of Retail
shares in each Fund is $2,500, except for purchases for an IRA or other
retirement plan in which event the minimum initial investment is $500. All
subsequent investments for Retail shares and IRAs are subject to a minimum
investment of $250. Investments made in Retail shares through a monthly
savings program described below are not subject to the minimum initial and
subsequent investment requirements or any minimum account balance requirements
described in "Other Redemption Information" below. Purchases for an IRA
through the monthly savings program will be considered as contributions for the
year in which the purchases are made.

The Trust reserves the right to reject any purchase order.

SALES CHARGES APPLICABLE TO PURCHASES OF RETAIL SHARES

The Public Offering Price for Retail shares of the Fund is the
sum of the net asset value of the shares being purchased plus any applicable
sales charge per account, which is assessed as follows:

-17-
<PAGE> 119
<TABLE>
<CAPTION>
AS A % AS A % DEALERS'
OF OFFERING OF NET REALLOWANCE
PRICE PER ASSET VALUE AS A % OF
AMOUNT OF TRANSACTION SHARE PER SHARE OFFERING PRICE
- --------------------- ----------- ----------- --------------
<S> <C> <C> <C>
Less than $100,000 . . . . . . . 3.75 3.90 3.75

$100,000 but less
than $250,000 . . . . . . . . . 2.75 2.83 2.75

$250,000 but less
than $500,000 . . . . . . . . . 2.00 2.04 2.00

$500,000 but less
than $1,000,000 . . . . . . . . 1.25 1.27 1.25

$1,000,000 or more . . . . . . . 0.00 0.00 0.00
</TABLE>

REDUCED SALES CHARGES APPLICABLE TO PURCHASES OF RETAIL SHARES

-18-
<PAGE> 120
$90,000 and subsequently purchases Retail shares of the Fund having a current
value of $10,000, the sales charge applicable to the subsequent purchase would
be reduced to 2.75% of the Public Offering Price.

PURCHASE OF INSTITUTIONAL SHARES

-19-
<PAGE> 121
The Trust reserves the right to reject any purchase order.

EFFECTIVE TIME OF PURCHASES

REDEMPTION OF RETAIL SHARES

REDEMPTION OF INSTITUTIONAL SHARES

-20-
<PAGE> 122
TELEPHONE REDEMPTION PROCEDURES

During periods of unusual economic or market changes,
telephone redemptions may be difficult to implement. In such event,
shareholders should mail their redemption requests to their financial
institutions or Armada Funds at the address shown above. Neither the Trust nor
its Transfer Agent will be responsible for the authenticity of instructions
received by telephone that are reasonably believed to be genuine. In
attempting to confirm that telephone instructions are genuine, the Trust and
its Transfer Agent will use such procedures as are considered reasonable,
including recording those instructions and requesting information as to account
registration (such as the name in which an account is registered, the account
number and recent transactions in the account). To the extent that the Trust
and its Transfer Agent fail to use reasonable procedures to verify the
genuineness of telephone instructions, they may be liable for such instructions
that prove to be fraudulent and unauthorized. In all other cases, shareholders
will bear the risk of loss for fraudulent telephone transactions. The Trust
reserves the right to refuse a wire or telephone redemption if it believes it
is advisable to do so. Procedures for redeeming Retail shares by wire or
telephone may be modified or terminated at any time by the Trust or the
Transfer Agent.

OPTION TO MAKE SYSTEMATIC WITHDRAWALS

OTHER REDEMPTION INFORMATION

-21-
<PAGE> 123
satisfied that the check has been collected, which could take up to 10 days
from the date of purchase. A shareholder who anticipates the need for more
immediate access to his investment should purchase shares by federal funds,
bank wire, certified or cashier's check. Financial institutions normally
impose a charge in connection with the use of bank wires, as well as certified
checks, cashier's checks and federal funds.

EXCHANGE PRIVILEGE APPLICABLE TO RETAIL SHARES

-22-
<PAGE> 124
DISTRIBUTION AGREEMENT

SHAREHOLDER SERVICES PLAN

The Trust has implemented the Services Plan with respect to
Retail shares of the Fund. Pursuant to the Services Plan, the Trust enters
into shareholder servicing agreements with certain financial institutions
pursuant to which the institutions render shareholder administrative services
to their customers who are the beneficial owners of Retail shares of the Fund
in consideration for the payment of up to .25% (on an annualized basis) of the
average daily net asset value of such shares. Persons entitled to receive
compensation for servicing Retail shares may receive different compensation
with respect to those shares than with respect to Institutional shares in the
same Fund. Shareholder administrative services may include aggregating and
processing purchase and redemption orders, processing dividend payments from
the Trust on behalf of customers, providing information periodically to
customers showing their position in Retail shares, and providing sub-transfer
agent services or the information necessary for subaccounting, with respect to
Retail shares beneficially owned by customers. Since financial institutions
may charge their customers fees depending on the type of customer account the
Investor has established, beneficial owners of Retail shares should read this
Prospectus in light of the terms and fees governing their accounts with
financial institutions.

DIVIDENDS AND DISTRIBUTIONS

Net income for dividend purposes consists of interest accrued
and any dividend or distribution income on the Fund's assets, less amortization
of premium on assets and the accrued expenses of the Fund. Fund shares begin
earning dividends on the day the purchase order is settled and continues
earning dividends through and including the day before the redemption order for
the shares is executed.

Shareholders may elect to have their dividends reinvested in
additional full and fractional Fund shares of the same class or series at the
net asset value of such shares on the payment date. Shareholders must make
such election, or any revocation thereof, in writing to his Bank or financial
institution. The election will become effective with respect to dividends and
distributions paid after its receipt.

-23-
<PAGE> 125
TAXES

-24-
<PAGE> 126
reduce the sales charges applicable to the new shares (by virtue of the Trust's
exchange privilege), the amount equal to such reduction may not be included in
the tax basis of the shareholder's exchanged shares, but may be included
(subject to this limitation) in the tax basis of the new shares.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

</TABLE>

-25-
<PAGE> 127
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
---------------- -------------- ----------------------
<S> <C> <C>
President and Executive Committee
Member of Ebtech Corp., since March
1991.

John F. Durkott Trustee President and Chief Operating
8600 Allisonville Road Officer, Kittle's Home Furnishings
Indianapolis, IN 46250 Center, Inc., since January 1982;
partner, Kittles Bloomington
Property Company, since January
1981; partner, KK&D (Affiliated
Real Estate Companies of Kittle's
Home Furnishings Center), since
January 1989.

Robert D. Neary Trustee Retired Co-Chairman of Ernst &
2000 National City Center Young April 1984-September 1993;
1900 E. 9th Street Director, Cold Metal Products,
Cleveland, OH 44114 Inc., since March 1994; Director,
Zurn Industries, Inc., since June
1995.
</TABLE>

-26-
<PAGE> 128
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
---------------- -------------- ----------------------
<S> <C> <C>
J. William Pullen Trustee President and Chief Executive
Whayne Supply Company Officer, Whayne Supply Co. (engine
1400 Cecil Avenue and heavy equipment distribution),
P.O. Box 35900 since 1986; President and Chief
Louisville, KY 40232-5900 Executive Officer, American
Contractors Rentals & Sales (rental
subsidiary of Whayne Supply Co.),
since 1988.
<FN>
____________________

* Mr. Carter is considered by the Trust to be an "interested person" of
the Trust as defined in the 1940 Act.
</TABLE>

INVESTMENT ADVISER

National City serves as the investment adviser to the Fund.
National City is a wholly owned subsidiary of National City Corporation, which
provides trust and banking services to individuals, corporations, and
institutions, both nationally and internationally, including investment
management, estate and trust administration, financial planning, corporate
trust and agency, and personal and corporate banking. National City is a
member bank of the Federal Reserve System and the Federal Deposit Insurance
Corporation.

On March 31, 1996, the Trust Department of National City had
approximately $30 billion in assets under management and had approximately $32
billion in total assets. National City has its principal offices at 1900 East
Ninth Street, Cleveland, Ohio 44114.

Subject to the general supervision of the Trust's Board of
Trustees and in accordance with the Fund's investment policies, National City
has agreed to manage the Fund, make decisions with respect to and place orders
for all purchases and sales of the Fund's securities, and maintain the Fund's
records relating to such purchases and sales. The Fixed Income Team of
National City's Asset Management Group assumed responsibility for the
day-to-day management of the Fund upon the commencement of operations of the
Fund. Members of the team make decisions for the Fund. No person is primarily
responsible for making recommendations. Members of the team are:

- Donald L. Ross, Director of the Fixed Income Team,
has been with National City since 1985. He
specializes in the overall duration and yield curve
decisions.

- Michael E. Santelli, Vice President, joined National
City in 1995. Previously, he was associated with
Donaldson, Lufkin and Jenrette's Mortgage research
department since at least 1991. He specializes in
the mortgage and asset-backed markets.

-27-
<PAGE> 129
- Alex L. Vallecillo, Assistant Vice President, joined
National City in 1996. He traded corporate
structured securities for Merrill Lynch in 1993, and
was associated with EDS from September 1990 through
July 1992. He specializes in the analysis of the
corporate bond sector.

- John H. Lockhart, Vice President, has been with
National City since 1988. He focuses on the national
tax-exempt market.

- Douglas J. Carey, Fixed Income Analyst, joined
National City in 1995. Prior to joining National
City, Mr. Carey was a graduate assistant for the
Economic Department of Miami University from August
1994 through July 1995. He is responsible for the
development of econometric models used in economic
and interest rate forecasting, as well as fixed
income sector relative valuation.

For the services provided and expenses assumed pursuant to the
Advisory Agreement, National City is entitled to receive an advisory fee,
computed daily and payable monthly, at the annual rate .55% of the average net
assets of the Fund. The adviser may from time to time waive all or a portion
of its advisory fees to increase the net income of the Fund available for
distribution as dividends.

AUTHORITY TO ACT AS INVESTMENT ADVISER

Banking laws and regulations, including the Glass-Steagall Act
as presently interpreted by the Board of Governors of the Federal Reserve
System, (a) prohibit a bank holding company registered under the Federal Bank
Holding Company Act of 1956 or any affiliate thereof from sponsoring,
organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit
such a bank holding company or affiliate from acting as investment adviser,
transfer agent, or custodian to such an investment company. The adviser
believes that it may perform the services for the Fund contemplated by the
Advisory Agreement with the Trust as described in the Agreement and this
Prospectus without violation of applicable banking laws or regulations.
However, there are no controlling judicial precedents and future changes in
legal requirements relating to the permissible activities of banks and their
affiliates, as well as future interpretations of present requirements, could
prevent the adviser from continuing to perform services for the Trust. If the
adviser was to be prohibited from providing services to the Fund, the Board of
Trustees would consider selecting another qualified firm. Any new investment
advisory agreement would be subject to shareholder approval.

-28-
<PAGE> 130
shareholders. It is not anticipated, however, that any resulting change in the
Trust's method of operations would affect its net asset value per share or
result in financial losses to any shareholder.

ADMINISTRATOR

Under its Administration and Accounting Services Agreement
with the Trust, PFPC has agreed to provide the following services with respect
to the Fund: statistical data, data processing services and accounting and
bookkeeping services; prepare tax returns and certain reports filed with the
SEC; assist in the preparation of reports to shareholders and the preparation
of the Trust's registration statement; maintain the required fidelity bond
coverage; calculate the Fund's net asset value per share, net income, and
realized capital gains (losses); and generally assist the Fund with respect to
all aspects of its administration and operation. PFPC is entitled to receive
with respect to the Fund an administrative fee, computed daily and paid
monthly, at the annual rate of .10% of the first $200,000,000 of its net
assets, 0.75% of the next $200,000,000 of its net assets, .05% of the next
$200,000,000 of its net assets and .03% of its net assets over $600,000,000 and
is entitled to be reimbursed for its out-of-pocket expenses incurred on behalf
of the Fund.

-29-
<PAGE> 131
DESCRIPTION OF THE TRUST AND ITS SHARES

The Trust was organized as a Massachusetts business trust on
January 28, 1986. The Trust is a series fund authorized to issue 35 separate
classes or series of shares of beneficial interest ("shares"). Two of these
classes or series, which represent interests in the Fund (Class R and Class R -
Special Series 1) are described in this Prospectus. Class R shares constitute
the Institutional class or series of shares; and Class R - Special Series 1
shares constitute the Retail class or series of shares. The other Funds of the
Trust are: Money Market Fund (Class A and Class A - Special Series 1),
Government Fund (Class B and Class B - Special Series 1), Treasury Fund (Class
C and Class C - Special Series 1), Tax Exempt Fund (Class D and Class D -
Special Series 1), Equity Fund (Class H and Class H - Special Series 1), Fixed
Income Fund (Class I and Class I - Special Series 1), Ohio Tax Exempt Fund
(Class K and Class K - Special Series 1), National Tax Exempt Fund (Class L and
Class L - Special Series 1), Equity Income Fund (Class M and Class M - Special
Series 1), Mid Cap Regional Fund (Class N and Class N - Special Series 1),
Enhanced Income Fund (Class O and Class O - Special Series 1), Total Return
Advantage Fund (Class P and Class P - Special Series 1), Pennsylvania
Tax-Exempt Fund (Class Q and Class Q - Special Series 1), GNMA Fund (Class S
and Class S - Special Series 1) and the Pennsylvania Municipal Fund (Class T
and Class T - Special Series 1). Each share has no par value, represents an
equal proportionate interest in the investment fund with other shares of the
same class or series outstanding, and is entitled to such dividends and
distributions out of the income earned on the assets belonging to such fund as
are declared in the discretion of the Trust's Board of Trustees. The Trust's
Declaration of Trust authorizes the Board of Trustees to classify or reclassify
any unissued shares into any number of additional classes of shares and to
classify or reclassify any class of shares into one or more series of shares.

As stated above, the Trust is organized as a trust under the
laws of Massachusetts. Shareholders of such a trust may, under certain
circumstances, be held personally liable (as if they were partners) for the
obligations of the Trust. The Declaration of Trust of the Trust provides for
indemnification out of the Trust property for any shareholder held personally
liable solely by reason of his being or having been a shareholder and not
because of his acts or omissions or some other reason.

-30-
<PAGE> 132
least 10% of the votes entitled to be cast at such meeting. Such meeting may
be called by shareholders to consider the removal of one or more trustees.
Shareholders will receive shareholder communication assistance with respect to
such matter as required by the 1940 Act.

CUSTODIAN AND TRANSFER AGENT

EXPENSES

MISCELLANEOUS

Shareholders will receive unaudited semi-annual reports and
annual financial statements audited by independent auditors.

As used in this Prospectus, a "vote of the holders of a
majority of the outstanding shares" of the Trust or the Fund means, with
respect to the approval of an investment advisory agreement, a distribution
plan or a change in a fundamental investment policy, the affirmative vote of
the lesser of (a) 50% or more of the outstanding shares of the Trust or the
fund or (b) 67% or more of the shares of the Trust or the fund present at a
meeting if more than 50% of the outstanding shares of the Trust or the fund are
represented at the meeting in person or by proxy.

Inquiries regarding the Trust or any of its investment funds
may be directed to 1-800-622-FUND(3863).

-31-
<PAGE> 133
ARMADA FUNDS

INVESTMENT ADVISER

National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114

TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
EXPENSE TABLE . . . . . . . . . . . . . . . . . . . . . 3
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . 6
RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES . . . 6
INVESTMENT LIMITATIONS . . . . . . . . . . . . . . . . 13
YIELD AND PERFORMANCE INFORMATION . . . . . . . . . . . 14
PRICING OF SHARES . . . . . . . . . . . . . . . . . . . 15
HOW TO PURCHASE AND REDEEM SHARES . . . . . . . . . . . 16
DISTRIBUTION AGREEMENT . . . . . . . . . . . . . . . . 22
SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . 22
DIVIDENDS AND DISTRIBUTIONS . . . . . . . . . . . . . . 22
TAXES . . . . . . . . . . . . . . . . . . . . . . . . . 23
MANAGEMENT OF THE TRUST . . . . . . . . . . . . . . . . 24
DESCRIPTION OF THE TRUST AND ITS SHARES . . . . . . . . 29
CUSTODIAN AND TRANSFER AGENT . . . . . . . . . . . . . 30
EXPENSES . . . . . . . . . . . . . . . . . . . . . . . 30
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . 31
</TABLE>

--------------------------------------------------------------------
o SHARES OF THE ARMADA FUNDS ARE NOT BANK DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED OR ENDORSED OR OTHERWISE SUPPORTED BY, NATIONAL
CITY BANK, ITS PARENT COMPANY OR ANY OF ITS AFFILIATES OR ANY BANK.

o SHARES OF THE ARMADA FUNDS ARE NOT INSURED OR GUARANTEED BY THE
U.S. GOVERNMENT, FDIC, OR ANY GOVERNMENTAL AGENCY OR STATE.

o AN INVESTMENT IN THE ARMADA FUNDS INVOLVES INVESTMENT RISKS,
INCLUDING THE POSSIBLE LOSS OF PRINCIPAL AMOUNT INVESTED.

--------------------------------------------------------------------
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE TRUST OR ITS DISTRIBUTOR. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE TRUST OR BY THE
DISTRIBUTOR IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.

-32-
<PAGE> 134

ARMADA FUNDS

PROSPECTUS

____________, 1996

Intermediate Government Fund

-33-
<PAGE> 135
ARMADA FUNDS

4400 Computer Drive
Westborough, MA 01581

ARMADA FUNDS

Investment Adviser
Affiliate of National City Corporation

National City Bank
1900 East Ninth Street
Cleveland, Ohio 44114

-34-
<PAGE> 136

ARMADA FUNDS

STATEMENT OF ADDITIONAL INFORMATION

___________, 1996

GNMA FUND

This Statement of Additional Information is not a prospectus but should be read
in conjunction with the current prospectus for the above Fund of Armada Funds
(formerly "NCC Funds") (the "Trust"), dated _____________, 1996 (the
"Prospectus"). A copy of the Prospectus may be obtained by calling or writing
the Trust at 1-800-622-FUND, 4400 Computer Drive, Westborough, Massachusetts
01581.
<PAGE> 137

TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ADDITIONAL INFORMATION CONCERNING TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ADVISORY, ADMINISTRATION, DISTRIBUTION, CUSTODIAN
SERVICES AND TRANSFER AGENCY AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . 15

SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

YIELD AND PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>

-i-
<PAGE> 138
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

This Statement of Additional Information should be read in
conjunction with the Prospectus of Armada Funds (the "Trust") that describes
the GNMA Fund (the "Fund"). The information contained in this Statement of
Additional Information expands upon matters discussed in the Prospectus. No
investment in shares of the Fund should be made without first reading the
Prospectus.

The GNMA Fund commenced operations on August 10, 1994 as a
separate investment portfolio (the "Predecessor Fund") of Inventor Funds, Inc.
which was organized as a Maryland corporation. On ___________, 1996, the
Predecessor Fund was reorganized as a new portfolio of Armada. Prior to the
reorganization, the Predecessor Fund offered and sold shares of stock that were
similar to Armada's Retail Shares of beneficial interest.

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES
------------------------------------------------

ADDITIONAL INFORMATION ON FUND MANAGEMENT
- -----------------------------------------

Further information on the adviser's investment management
strategies, techniques, policies and related matters may be included from time
to time in advertisements, sales literature, communications to shareholders and
other materials. See also, "Yield and Performance Information" below.

Attached to this Statement of Additional Information is
Appendix A which contains descriptions of the rating symbols used by S&P,
Fitch, Duff, IBCA and Moody's for securities which may be held by the Funds.

GNMA SECURITIES
- ---------------

The Fund may invest in securities the timely payment of
principal and interest on which are guaranteed by the Government National
Mortgage Association ("GNMA") a wholly-owned U.S. Government corporation within
the Department of Housing and Urban Development. The market value and interest
yield of these instruments can vary due to market interest rate fluctuations
and early prepayments of underlying mortgages. These securities represent
ownership in a pool of federally insured mortgage loans. GNMA certificates
consist of underlying mortgages with a maximum maturity of 30 years. However,
due to scheduled and unscheduled principal payments, GNMA certificates have a
shorter average maturity and, therefore, less principal volatility than a
comparable 30-year bond. Since prepayment rates vary widely, it is not
possible to predict accurately the average maturity of a particular GNMA pool.
GNMA securities differ from conventional bonds in that principal is paid back
to the certificate holders over the life of the loan rather than at maturity.
The scheduled
<PAGE> 139
monthly interest and principal payments relating to mortgages in the pool are
"passed through" to investors. In addition, there may be unscheduled principal
payments representing prepayments on the underlying mortgages. Although GNMA
certificates may offer yields higher than those available from other types of
U.S. Government securities, GNMA certificates may be less effective than other
types of securities as a means of "locking in" attractive long-term rates
because of the prepayment feature. For instance, when interest rates decline,
the value of a GNMA certificate likely will not rise as much as comparable debt
securities due to the prepayment feature. In addition, these prepayments can
cause the price of a GNMA certificate originally purchased at a premium to
decline in price to its par value, which may result in a loss.

MORTGAGE-BACKED SECURITIES
- --------------------------

The Fund may purchase mortgage-backed securities, which are
securities backed by mortgages. Mortgage-backed securities represent interests
in "pools" of assets in which payments of both interest and principal on the
securities are made monthly, thus in effect "passing through" monthly payments
made by the individual borrowers on the assets that underlie the securities,
net of any fees paid to the issuer or guarantor of the securities. The average
life of mortgage-backed securities varies with the maturities of the underlying
instruments, and the average life of a mortgage-backed instrument, in
particular, is likely to be substantially less than the original maturity of
the mortgage pools underlying the securities as a result of mortgage
prepayments. For this and other reasons, a mortgage-backed security's stated
maturity may be shortened, and the security's total return may be difficult to
predict precisely. Mortgage-backed securities acquired by the Fund may include
collateralized mortgage obligations ("CMOs") issued by private companies.

There are a number of important differences among the agencies
and instrumentalities of the U.S. Government that issue mortgage-related
securities and among the securities that they issue. Mortgage-related
securities guaranteed by the GNMA include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes"), which are guaranteed as to the
timely payment of principal and interest by GNMA and such guarantee is backed
by the full faith and credit of the United States. GNMA certificates also are
supported by the authority of GNMA to borrow funds from the U.S. Treasury to
make payments under its guarantee. Mortgage-backed securities issued by the
FNMA include FNMA Guaranteed Mortgage Pass-Through Certificates (also known as
"Fannie Maes"), which are solely the obligations of the FNMA and are not backed
by or entitled to the full faith and credit of the United States, but are
supported by the right of the issuer to borrow from the Treasury. FNMA is a
government-sponsored organization owned entirely by private stockholders.
Fannie Maes are guaranteed as to timely payment of the principal and interest
by FNMA. Mortgage-related

-2-
<PAGE> 140
securities issued by the FHLMC include FHLMC Mortgage Participation
Certificates (also known as "Freddie Macs" or "Pcs"). FHLMC is a corporate
instrumentality of the United States, created pursuant to an Act of Congress,
which is owned entirely by Federal Home Loan Banks. Freddie Macs are not
guaranteed by the United States or by any Federal Home Loan Bank and do not
constitute a debt or obligation of the United States or of any Federal Home
Loan Bank. Freddie Macs entitle the holder to timely payment of interest,
which is guaranteed by the FHLMC. FHLMC guarantees either ultimate collection
or timely payment of all principal payments on the underlying mortgage loans.
When FHLMC does not guarantee timely payment of principal, FHLMC may remit the
amount due on account of its guarantee of ultimate payment of principal at any
time after default on an underlying mortgage, but in no event later than one
year after it becomes payable.

INTEREST RATE SWAPS
- -------------------

The Fund may enter into interest rate swaps for hedging
purposes and not for speculation. The Fund will typically use interest rate
swaps to preserve a return on a particular investment or portion of its
investments or to shorten the effective duration of Fund investments. Interest
rate swaps involve the exchange by the Fund with another party of their
respective commitments to pay or receive interest, such as an exchange of fixed
rate payments for floating rate payments.

The Fund will only enter into interest rate swaps on a net
basis, (i.e., the two payment streams are netted out, with the Fund receiving
or paying, as the case may be, only the net amount of the two payments).
Inasmuch as these transactions are entered into for good faith hedging
purposes, the Fund and its adviser believe that such obligations do not
constitute senior securities as defined in the 1940 Act and, accordingly, will
not treat them as being subject to the Fund's borrowing restrictions. The net
amount of the excess, if any, of the Fund's obligations over its entitlements
with respect to each interest rate swap will be accrued on a daily basis and an
amount of liquid assets, such as cash, U.S. Government securities or other
liquid high grade debt securities, having an aggregate net asset value at least
equal to such accrued excess will be maintained in a segregated account by the
Fund's custodian.

If there is a default by the other party to an interest rate
swap transaction, the Fund involved will have contractual remedies pursuant to
the agreements related to the transaction. The swap market has grown
substantially in recent years with a large number of banks and investment
banking firms acting both as principals and as agents utilizing standardized
swap documentation. As a result, the swap market has become relatively liquid
in comparison with markets for other similar instruments which are traded in
the Interbank market.

-3-
<PAGE> 141
FUTURE CONTRACTS AND RELATED OPTIONS
- ------------------------------------

The Fund may purchase and sell futures contracts on U.S.
Treasury obligations. For a detailed description of futures contracts, see
Appendix B to this Statement of Additional Information.

WHEN-ISSUED SECURITIES
- ----------------------

The Fund may purchase securities on a "when-issued" basis
(i.e., for delivery beyond the normal settlement date at a stated price and
yield). When the Fund agrees to purchase when-issued securities, the custodian
sets aside cash or liquid portfolio securities equal to the amount of the
commitment in a separate account. Normally, the custodian will set aside
portfolio securities to satisfy a purchase commitment, and in such a case the
Fund may be required subsequently to place additional assets in the separate
account in order to ensure that the value of the account remains equal to the
amount of the Fund's commitment, marked to market daily. It is likely that the
Fund's net assets will fluctuate to a greater degree when it sets aside
portfolio securities to cover such purchase commitments than when it sets aside
cash. Because the Fund will set aside cash or liquid assets to satisfy its
purchase commitments in the manner described, the Fund's liquidity and ability
to manage its portfolios might be affected in the event its commitments to
purchase when-issued securities ever exceeded 25% of the value of its total
assets.

When the Fund engages in when-issued transactions, it relies
on the seller to consummate the trade. Failure of the seller to do so may
result in the Fund's incurring a loss or missing an opportunity to obtain a
price considered to be advantageous.

VARIABLE AND FLOATING RATE OBLIGATIONS
- --------------------------------------

-4-
<PAGE> 142
agencies or instrumentalities. The quality of any letter of credit or
guarantee will be rated high quality or, if unrated, will be determined to be
of comparable quality by the adviser. In the event an issuer of a variable or
floating rate obligation defaulted on its payment obligation, the Fund might be
unable to dispose of the instrument because of the absence of a secondary
market and could, for this or other reasons, suffer a loss to the extent of the
default.

REPURCHASE AGREEMENTS
- ---------------------

Securities held by the Fund may be subject to repurchase
agreements. Under the terms of a repurchase agreement, the Fund purchases
securities from financial institutions such as banks and broker-dealers which
the Fund's adviser deems creditworthy under guidelines approved by the Board of
Trustees, subject to the seller's agreement to repurchase such securities at a
mutually agreed-upon date and price. The repurchase price generally equals the
price paid by the Fund plus interest negotiated on the basis of current short
term rates, which may be more or less than the rate on the underlying fund
securities. The seller under a repurchase agreement will be required to
maintain the value of collateral held pursuant to the agreement at not less
than the repurchase price (including accrued interest). If the seller were to
default on its repurchase obligation or become insolvent, the Fund holding such
obligation would suffer a loss to the extent that the proceeds from a sale of
the underlying fund securities were less than the repurchase price under the
agreement, or to the extent that the disposition of such securities by the Fund
were delayed pending court action. Although there is no controlling legal
precedent confirming that the Fund would be entitled, as against a claim by
such seller or its receiver or trustee in bankruptcy, to retain the underlying
securities, the Board of Trustees of the Trust believes that, under the regular
procedures normally in effect for custody of a Trust's securities subject to
repurchase agreements and under federal laws, a court of competent jurisdiction
would rule in favor of the Trust if presented with the question. Securities
subject to repurchase agreements will be held by the Trust's custodian or
another qualified custodian or in the Federal Reserve/Treasury book-entry
system. Repurchase agreements are considered to be loans by the Fund under the
1940 Act.

SECURITIES OF OTHER INVESTMENT COMPANIES
- ----------------------------------------

The Fund currently intends to limit its investments in
securities issued by other investment companies so that, as determined
immediately after a purchase of such securities is made: (i) not more than 5%
of the value of the Fund's total assets will be invested in the securities of
any one investment company; (ii) not more than 10% of the value of its total
assets will be invested in the aggregate in securities of investment companies
as a group; and (iii) not more than 3% of the outstanding voting stock of any

-5-
<PAGE> 143
one investment company will be owned by the Fund or by the Trust as a whole.

PORTFOLIO TURNOVER
- ------------------

The portfolio turnover rate for the Fund is calculated by
dividing the lesser of purchases or sales of portfolio securities for the year
by the monthly average value of the portfolio securities. The calculation
excludes U.S. Government securities and all securities whose maturities at the
time of acquisition were one year or less. Portfolio turnover may vary greatly
from year to year as well as within a particular year, and may also be affected
by cash requirements for redemptions of shares and by requirements which enable
the Trust to receive certain favorable tax treatment. Portfolio turnover will
not be a limiting factor in making fund decisions.

ADDITIONAL INVESTMENT LIMITATIONS
- ---------------------------------

In addition to the investment limitations disclosed in the
Prospectus, the Fund is subject to the following investment limitations which
may be changed with respect to the Fund only by a vote of the holders of a
majority of the Fund's outstanding shares (as defined under "Miscellaneous" in
the Prospectus).

The Fund may not:

1. Make short sales of securities or purchase securities
on margin, except that the Fund (i) may obtain short term credits as necessary
for the clearance of securities transactions; and (ii) make short sales
"against the box" as described in the Prospectus.

2. Act as an underwriter of securities within the
meaning of the Securities Act of 1933 except insofar as it might be deemed to
be an underwriter upon disposition of certain portfolio securities acquired
within the limitation on purchases of restricted securities.

3. Purchase or sell real estate, or real estate limited
partnerships, except that the Fund may invest in securities issued by companies
which invest in real estate.

4. Purchase or sell commodities or commodity contracts
or invest in oil, gas, or other mineral exploration or development programs and
oil, gas or mineral leases, except that the Fund may: (a) to the extent
appropriate to its investment objective, invest in securities issued by
companies which invest in financial commodities contracts; and (b) purchase and
sell futures contracts in accordance with its investment objective.

-6-
<PAGE> 144
5. Invest in any issuer for the purpose of exercising
control.

6. Pledge, mortgage or hypothecate assets, except to
secure borrowings permitted by the Fund's investment limitations in aggregate
amounts not to exceed 33 1/3% of the Fund's total assets taken at current value
at the time of the incurrence of such loan.

7. Acquire more than 10% of the voting securities of any
one issuer, provided that this limitation shall apply only as to 75% of the
Fund's net assets.

8. Purchase securities of other investment companies,
except as permitted by the Investment Company Act of 1940 and the rules and
regulations thereunder.

9. Issue senior securities (as defined in the Investment
Company Act of 1940), except in connection with permitted borrowings as
described in the Prospectus or as permitted by rule, regulation or order of the
Securities and Exchange Commission.

The following are considered non-fundamental investment
limitations and therefore may be changed without a shareholder vote.

The Fund may not write or purchase put options, call options,
straddles, spreads, or any combination thereof, except that the Fund may
purchase and sell futures contracts in accordance with its investment
objective.

The Fund may not invest in illiquid securities in an amount
exceeding, in the aggregate, 15% of its net assets.

The Fund may not purchase securities of any company which has
(with predecessors) a record of less than three years continuing operations,
if, as a result, more than 5% of the total assets of the Fund (taken at current
value) would be invested in such securities.

The foregoing percentages will apply at the time of purchase
of a security.

* * * * *

In addition, so long as the Fund is offering and selling its
shares in the State of Texas the Fund may not (i) invest more than 5.0% of its
net assets in warrants (including within that amount, but not to exceed 2.0%,
may be warrants that are not listed of the New York or American Stock Exchange;
(ii) invest in oil, gas, or other mineral leases; and (iii) invest in real
estate limited partnership interests.

-7-
<PAGE> 145

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
----------------------------------------------

Shares in the Fund are sold on a continuous basis by 440
Financial Distributors, Inc. (the "Distributor"), which has agreed to use
appropriate efforts to solicit all purchase orders. The issuance of shares is
recorded on the books of the Trust. To change the commercial bank or account
designated to receive redemption proceeds, a written request must be sent to an
investor's financial institution at its principal office. Such requests must
be signed by each shareholder, with each signature guaranteed by a U.S.
commercial bank or trust company or by a member firm of a national securities
exchange. Guarantees must be signed by an authorized signatory and "Signature
Guaranteed" must appear with the signature. An investor's financial
institution may request further documentation from corporations, executors,
administrators, trustees or guardians, and will accept other suitable
verification arrangements from foreign investors, such as consular
verification.

The Trust may suspend the right of redemption or postpone the
date of payment for more than seven days for shares during any period when (a)
trading on the Exchange is restricted by applicable rules and regulations of
the SEC; (b) the Exchange is closed for other than customary weekend and
holiday closings; (c) the SEC has by order permitted such suspension; or (d) an
emergency exists as determined by the SEC.

There is no sales load charged on shares acquired through the
reinvestment of dividends or distributions on such shares.

For the fiscal year ended April 30, 1996, sales loads paid by
shareholders of the Predecessor Fund totalled $_____________.

Automatic investment programs such as the monthly savings
program ("Program") described in the Prospectus offered by the Fund permit an
investor to use "dollar cost averaging" in making investments. Under this
Program, an agreed upon fixed dollar amount is invested in Fund shares at
predetermined intervals. This may help investors to reduce their average cost
per share because the Program results in more shares being purchased during
periods of lower share prices and fewer shares during periods of higher share
prices. In order to be effective, dollar cost averaging should usually be
followed on a sustained, consistent basis. Investors should be aware, however,
that dollar cost averaging results in purchases of shares regardless of their
price on the day of investment or market trends and does not ensure a profit,
protect against losses in a declining market, or prevent a loss if an investor
ultimately redeems his shares at a price which is lower than their purchase
price. An investor may want to consider his financial ability to continue
purchases through periods of low

-8-
<PAGE> 146
price levels. From time to time, in advertisements, sales literature,
communications to shareholders and other materials ("Materials"), the Trust may
illustrate the effects of dollar cost averaging through use of or comparison to
an index such as the Lehman GNMA Index.

OFFERING PRICE PER RETAIL SHARE OF THE FUND
- -------------------------------------------

Illustrations of the computation of the offering price per
Retail share of the Fund, based on the value of the Predecessor Fund's net
assets and number of outstanding shares on April 30, 1996 are as follows:

GNMA FUND
---------
<TABLE>
<S> <C>
Net Assets of Retail Shares . . . . . . . . . . . . . . . . . . . . . . $

Outstanding Retail Share . . . . . . . . . . . . . . . . . . . . . . . .

Net Asset Value Per Share
($________ + _________ . . . . . . . . . . . . . . . . . . . . . . . . $
Sales Charge, 3.75% of
offering price (3.90% of
net asset value per share)

Offering to Public . . . . . . . . . . . . . . . . . . . . . . . . . . $
</TABLE>

EXCHANGE PRIVILEGE
- ------------------

Investors may exchange all or part of their Retail shares as
described in the Prospectus. Any rights an Investor may have (or have waived)
to reduce the sales load applicable to an exchange, as may be provided in a
Fund Prospectus, will apply in connection with any such exchange. The exchange
privilege may be modified or terminated at any time upon 60 days' notice to
shareholders.

By use of the exchange privilege, the Investor authorizes the
Trust's Transfer Agent or his financial institution to act on telephonic or
written instructions from any person representing himself or herself to be the
shareholder and believed by the Transfer Agent or the financial institution to
be genuine. The Investor or his financial institution must notify the Transfer
Agent of his prior ownership of Retail shares and account number. The Transfer
Agent's records of such instructions are binding.

-9-
<PAGE> 147
DESCRIPTION OF SHARES
---------------------

The Trust is a Massachusetts business trust. The Trust's
Declaration of Trust authorizes the Board of Trustees to issue an unlimited
number of shares of beneficial interest and to classify or reclassify any
unissued shares of the Trust into one or more additional classes or series by
setting or changing in any one or more respects their respective preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption. Pursuant to
such authority, the Board of Trustees has authorized the issuance of 32 classes
or series of shares. Two of these classes or series, which represent interests
in the GNMA Fund (Class S and Class S - Special Series 1), are described in
this Statement of Additional Information and the related Prospectus.

Shares have no preemptive rights and only such conversion or
exchange rights as the Board of Trustees may grant in its discretion. When
issued for payment as described in the Prospectus, the Trust's shares will be
fully paid and non-assessable. In the event of a liquidation or dissolution of
the Trust or an individual Fund, shareholders of a Fund are entitled to receive
the assets available for distribution belonging to the particular Fund, and a
proportionate distribution, based upon the relative asset values of the
respective Funds, of any general assets of the Trust not belonging to any
particular Fund which are available for distribution.

Rule 18f-2 under the 1940 Act provides that any matter
required by the 1940 Act, applicable state law, or otherwise, to be submitted
to the holders of the outstanding voting securities of an investment company
such as the Trust shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
investment fund affected by such matter. Rule 18f-2 further provides that an
investment fund is affected by a matter unless the interests of each fund in
the matter are substantially identical or the matter does not affect any
interest of the fund. Under the Rule, the approval of an investment advisory
agreement or any change in a fundamental investment policy would be effectively
acted upon with respect to an investment fund only if approved by a majority of
the outstanding shares of such fund. However, the Rule also provides that the
ratification of the appointment of independent public accountants, the approval
of principal underwriting contracts, and the election of trustees may be
effectively acted upon by shareholders of the Trust voting together in the
aggregate without regard to a particular fund. In addition, shareholders of
each class in a particular investment fund have equal voting rights except that
only Retail shares of an investment fund will be entitled to vote on matters
submitted to a vote of shareholders (if any) relating to shareholder servicing
fees that are allocable to such shares.

-10-
<PAGE> 148
Although the following types of transactions are normally
subject to shareholder approval, the Board of Trustees may, under certain
limited circumstances, (a) sell and convey the assets of an investment fund
to another management investment company for consideration which may include
securities issued by the purchaser and, in connection therewith, to cause all
outstanding shares of such fund involved to be redeemed at a price which is
equal to their net asset value and which may be paid in cash or by distribution
of the securities or other consideration received from the sale and conveyance;
(b) sell and convert an investment fund's assets into money and, in connection
therewith, to cause all outstanding shares of such fund involved to be redeemed
at their net asset value; or (c) combine the assets belonging to an investment
fund with the assets belonging to another investment fund of the Trust, if the
Board of Trustees reasonably determines that such combination will not have a
material adverse effect on shareholders of any fund participating in such
combination, and, in connection therewith, to cause all outstanding shares of
any fund to be redeemed at their net asset value or converted into shares of
another class of the Trust shares at net asset value. In the event that shares
are redeemed in cash at their net asset value, a shareholder may receive in
payment for such shares an amount that is more or less than his original
investment due to changes in the market prices of the fund's securities. The
exercise of such authority by the Board of Trustees will be subject to the
provisions of the 1940 Act, and the Board of Trustees will not take any action
described in this paragraph unless the proposed action has been disclosed in
writing to the fund's shareholders at least 30 days prior thereto.

ADDITIONAL INFORMATION CONCERNING TAXES
---------------------------------------

The following summarizes certain additional tax considerations
generally affecting the Trust and its shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the
tax treatment of the Trust or its shareholders or possible legislative changes,
and the discussion here and in the Prospectus is not intended as a substitute
for careful tax planning. Potential investors should consult their tax
advisers with specific reference to their own tax situation.

The Fund will be treated as a separate corporate entity under
the Code and intends to qualify as a regulated investment company. In order to
qualify for tax treatment as a regulated investment company under the Code, the
Fund must satisfy, in addition to the distribution requirement described in the
Prospectus, certain requirements with respect to the source of its income
during a taxable year. At least 90% of the gross income of the Fund must be
derived from dividends, interest, payments with respect to securities loans,
gains from the sale or other

-11-
<PAGE> 149
disposition of stocks, securities or foreign currencies, and other income
(including, but not limited to, gains from options, futures, or forward
contracts) derived with respect to the Fund's business of investing in such
stock, securities or currencies. The Treasury Department may by regulation
exclude from qualifying income foreign currency gains which are not directly
related to the Fund's principal business of investing in stock or securities,
or options and futures with respect to stock or securities. Any income derived
by the Fund from a partnership or trust is treated for this purpose as derived
from the Fund's business of investing in stock, securities or currencies only
to the extent that such income is attributable to items of income which would
have been qualifying income if realized by the Fund in the same manner as by
the partnership or trust. Some of the investments that the Fund may make (such
as equipment lease and trust certificates) may not be securities or may not
produce qualifying income. Therefore, it may be necessary for the adviser to
restrict the investments of the Fund to ensure that nonqualifying income does
not exceed 10% of its total gross income for a taxable year.

Another requirement for qualification as a regulated
investment company under the Code is that less than 30% of the Fund's gross
income for a taxable year must be derived from gains realized on the sale or
other disposition of the following investments held for less than three months:
(1) stock and securities (as defined in Section 2(a)(36) of the 1940 Act); (2)
options, futures and forward contracts other than those on foreign currencies;
and (3) foreign currencies (and options, futures and forward contracts on
foreign currencies) that are not directly related to the Fund's principal
business of investing in stock and securities (and options and futures with
respect to stocks and securities). Interest (including original issue discount
and accrued market discount) received by the Fund upon maturity or disposition
of a security held for less than three months will not be treated as gross
income derived from the sale or other disposition of such security within the
meaning of this requirement. However, any other income which is attributable
to realized market appreciation will be treated as gross income from the sale
or other disposition of securities for this purpose.

The Trust will designate any distribution of long-term capital
gains of the Fund as a capital gain dividend in a written notice mailed to
shareholders within 60 days after the close of the Trust's taxable year.
Shareholders should note that, upon the sale or exchange of the Fund's shares,
if the shareholder has not held such shares for more than six months, any loss
on the sale or exchange of those shares will be treated as long-term capital
loss to the extent of the capital gain dividends received with respect to the
shares.

A 4% non-deductible excise tax is imposed on regulated
investment companies that fail to currently distribute an amount

-12-
<PAGE> 150
equal to specified percentages of their ordinary taxable income and capital
gain net income (excess of capital gains over capital losses). The Fund
intends to make sufficient distributions or deemed distributions of its
ordinary taxable income and capital gain net income each calendar year to avoid
liability for this excise tax.

If for any taxable year the Fund does not qualify for federal
tax treatment as a regulated investment company, all of the Fund's taxable
income will be subject to federal income tax at regular corporate rates without
any deduction for distributions to its shareholders. In such event, dividend
distributions (including amounts derived from interest on Municipal Bonds)
would be taxable as ordinary income to the Fund's shareholders to the extent of
the Fund's current and accumulated earnings and profits and would be eligible
for the dividends received deduction for corporations.

The Fund may be required in certain cases to withhold and
remit to the U.S. Treasury 31% of taxable dividends or gross proceeds realized
upon sale paid to shareholders who have failed to provide a correct tax
identification number in the manner required, who are subject to withholding by
the Internal Revenue Service for failure to properly include on their return
payments of taxable interest or dividends, or who have failed to certify to the
Fund when required to do so that they are not subject to backup withholding or
that they are "exempt recipients."

TRUSTEES AND OFFICERS
---------------------

The Prospectus includes a description of the trustees and
certain executive officers of the Trust, their addresses, principal occupations
during the past five years, and other affiliations. Mr. W. Bruce McConnel,
III, Secretary of the Trust, is a partner of the law firm of Drinker Biddle &
Reath, which receives fees as counsel to the Trust. Mr. John J. Burke,
Assistant Treasurer of the Trust, is employed by First Data Investor Services
Group, Inc. (formerly The Shareholder Services Group, Inc., d/b/a 440
Financial) which receives fees as Transfer Agent to the Trust.

Each trustee receives an annual fee of $7,500 plus $2,500 for
each Board meeting attended and reimbursement of expenses incurred in attending
meetings. The Chairman of the Board is entitled to receive an additional
$2,500 per annum for services in such capacity. For the year ended May 31,
1996, the Trust's trustees and officers as a group received aggregate fees of
$69,875. The trustees and officers of the Trust own less than 1% of the shares
of the Trust.

The following table summarizes the compensation for each of
the Trustees of the Trust for the fiscal year ended May 31, 1996:

-13-
<PAGE> 151

<TABLE>
<CAPTION>
Pension or
Retirement
Benefits Accrued
Aggregate as Part of Estimated Total
Name of Compensation the Trust's Approval Benefits Compensation
Person, Position from the Trust Expenses Upon Retirement from the
---------------- -------------- -------- --------------- Trust
-----
<S> <C> <C> <C> <C>
Richard B. Tullis, Chairman $13,000 $0 $0 $13,000
Thomas R. Benua, Jr., $11,375 $0 $0 $11,375
Trustee
Leigh Carter, Trustee $11,375 $0 $0 $11,375
John F. Durkott, Trustee $11,375 $0 $0 $11,375
Richard W. Furst, Trustee $11,375 $0 $0 $11,375
J. William Pullen, Trustee $11,375 $0 $0 $11,375
Robert D. Neary, Trustee $0 $0 $0 $0
</TABLE>

SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------

Under Massachusetts law, shareholders of a business trust may,
under certain circumstances, be held personally liable as partners for the
obligations of the trust. However, the Trust's Declaration of Trust provides
that shareholders shall not be subject to any personal liability for the acts
or obligations of the Trust, and that every note, bond, contract, order, or
other undertaking made by the Trust shall contain a provision to the effect
that the shareholders are not personally liable thereunder. The Declaration of
Trust provides for indemnification out of the trust property of any shareholder
held personally liable solely by reason of his being or having been a
shareholder and not because of his acts or omissions or some other reason. The
Declaration of Trust also provides that the Trust shall, upon request, assume
the defense of any claim made against any shareholder for any act or obligation
of the Trust, and shall satisfy any judgment thereon. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability is
limited to circumstances in which the Trust itself would be unable to meet its
obligations.

-14-
<PAGE> 152
for any action or failure to act except by reason of his own bad faith, willful
misfeasance, gross negligence, or reckless disregard of his duties as trustee.
The Declaration of Trust also provides that all persons having any claim
against the trustees or the Trust shall look solely to the trust property for
payment. With the exceptions stated, the Declaration of Trust provides that a
trustee is entitled to be indemnified against all liabilities and expense,
reasonably incurred by him in connection with the defense or disposition of any
proceeding in which he may be involved or with which he may be threatened by
reason of his being or having been a trustee, and that the trustees, have the
power, but not the duty, to indemnify officers and employees of the Trust
unless any such person would not be entitled to indemnification had he been a
trustee.

ADVISORY, ADMINISTRATION, DISTRIBUTION, CUSTODIAN
SERVICES AND TRANSFER AGENCY AGREEMENTS
-------------------------------------------------

ADVISORY AGREEMENT
- ------------------

As described in the Prospectus, National City serves as
investment adviser to the Fund. The adviser is an affiliate of National City
Corporation, a bank holding company with $32 billion in assets, and
headquarters in Cleveland, Ohio and nearly 600 branch offices in three states.
Through its subsidiaries, National City Corporation has been managing
investments for individuals, pension and profit-sharing plans and other
institutional investors for over 75 years and currently manages over $30
billion in assets. From time to time, the adviser may voluntarily waive fees
or reimburse the Trust for expenses.

For the fiscal years ended April 30, 1996 and 1995, Integra
Trust Company ("Integra"), the investment adviser to the Predecessor Fund,
earned advisory fees of $___________ and $132,372, respectively. Integra
waived advisory fees during the same period in the amounts of $___________ and
$72,352, respectively.

The Advisory Agreement provides that the adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the performance of the Advisory 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 adviser in the performance of its
duties or from reckless disregard by them of its duties and obligations
thereunder. In addition, the adviser has undertaken in its Advisory Agreement
to maintain its policy and practice of conducting its Trust Department
independently of its Commercial Department.

-15-
<PAGE> 153
The Advisory Agreement was approved by the sole shareholder of
the Fund prior to the Fund's commencement of operations. Unless sooner
terminated, the Advisory Agreement will continue in effect until September 30,
1997 and from year to year thereafter, subject to annual approval by the
Trust's Board of Trustees, or by a vote of a majority of the outstanding shares
of the Fund (as defined in the Fund's Prospectus) and a majority of the
trustees who are not parties to the Agreement or interested persons (as defined
in the 1940 Act) of any party by votes cast in person at a meeting called for
such purpose. The Advisory Agreement may be terminated by the Trust or the
adviser on 60 days written notice, and will terminate immediately in the event
of its assignment.

If expenses borne by the Fund in any fiscal year exceed
expense limitations imposed by applicable state securities regulations, the
Fund's adviser will reimburse the Trust for any such excess with respect to the
Fund to the extent described in any written undertaking provided by the adviser
to such state. To the Trust's knowledge, as of the date of this Statement of
Additional Information, the most restrictive expense limitation applicable to
the Trust provides that annual expenses (as defined by statute) may not exceed
2.5% of the first $30 million, 2% of the next $70 million and 1.5% of the
remaining average net assets of the Fund. Such amount, if any, will be
estimated, reconciled and paid on a monthly basis. The fees banks may charge
to Customers for services provided in connection with their investments in the
Trust are not covered by the state securities expense limitations described
above.

ADMINISTRATION AND ACCOUNTING SERVICE AGREEMENT
- -----------------------------------------------

PFPC serves as the administrator and accounting agent to the
Trust. The services provided as administrator and accounting agent and current
fees are described in the Prospectus. For the fiscal years ended April 30,
1996 and 1995, SEI Financial Management Corporation, a wholly-owned subsidiary
of SEI Corporation, served as administrator to the Predecessor Fund and earned
the following fees: $__________ and $52,643, respectively.

DISTRIBUTION PLAN AND RELATED AGREEMENT
- ---------------------------------------

The Distributor acts as distributor of the Funds' shares
pursuant to its Distribution Agreement with the Trust as described in the
Prospectus. Shares are sold on a continuous basis.

-16-
<PAGE> 154
and by a majority of the trustees who are not interested persons of the Trust
and have no direct or indirect interest in the operation of the Plan or any
agreement relating to the Plan, by vote cast in person at a meeting called for
the purpose of voting on the Plan and related agreement. In compliance with
the Rule, the trustees requested and evaluated information they thought
necessary to an informed determination of whether the Plan and related
agreement should be implemented, and concluded, in the exercise of reasonable
business judgment and in light of their fiduciary duties, that there is a
reasonable likelihood that the Plan and related agreement will benefit the
Trust and its shareholders.

Rule 12b-1 also requires that persons authorized to direct the
disposition of monies payable by a fund (in the Trust's case, the Distributor)
provide for the trustees' review of quarterly reports on the amounts expended
and the purposes for the expenditures.

Any change in the Plan that would materially increase the
distribution expenses of a Fund requires approval by its shareholders, but
otherwise, the Plan may be amended by the trustees, including a majority of the
disinterested trustees who do not have any direct or indirect financial
interest in the Plan or related agreement. The Plan and related agreement may
be terminated as to a particular Fund by a vote of the Trust's disinterested
trustees or by vote of the shareholders of the Fund, on not more than 60 days
written notice. The selection and nomination of disinterested trustees has
been committed to the discretion of such disinterested trustees as required by
the Rule.

The Trust's Plan provides that each fund will reimburse the
Distributor for distribution expenses in an amount not to exceed .10% of such
fund's average net assets. Distribution expenses payable by the Distributor
pursuant to the Plan include direct and indirect costs and expenses incurred in
connection with advertising and marketing a fund's shares, and direct and
indirect costs and expenses of preparing, printing and distributing its
prospectuses to other than current shareholders. In addition, the Plan
provides that the Trust will pay the Distributor an annual distribution fee of
$250,000 payable monthly and accrued daily by all of the Trust's investment
funds with respect to which the Distributor is distributing shares.

The Plan has been approved, and will continue in effect for
successive one year periods provided that such continuance is specifically
approved by (1) the vote of a majority of the trustees who are not parties to
the Plan or interested persons of any such party and who have no direct or
indirect financial interest in the Plan and (2) the vote of a majority of the
entire Board of Trustees.

-17-
<PAGE> 155
Class A Shares of the Predecessor Fund were subject to a plan
adopted pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). The Plan
provided for reimbursement to the Predecessor Fund's distributor of the Fund's
distribution expenses, including (1) the cost of prospectuses, reports to
shareholders, sales literature and other materials for potential investors; (2)
advertising; (3) expenses incurred in connection with the promotion and sale of
Inventor's shares including the distributor's expenses for travel,
communication compensation and benefits for sales personnel; and (4) any other
expenses reasonably incurred in connection with the distribution and marketing
of Class A shares subject to approval by a majority of disinterested directors
of Integra. For the fiscal years ended April 30, 1996 and 1995, the Fund paid
$__________ and $0, respectively, in 12b-1 fees.

CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS
- -------------------------------------------------

National City Bank serves as the Trust's custodian with
respect to the Fund. Under its Custodian Services Agreement, National City
Bank has agreed to: (i) maintain a separate account or accounts in the name of
the Fund; (ii) hold and disburse fund securities on account of the Fund;
(iii) collect and make disbursements of money on behalf of the Fund; (iv)
collect and receive all income and other payments and distributions on account
of the Fund's securities; (v) respond to correspondence by security brokers and
others relating to its duties; and (vi) make periodic reports to the Board of
Trustees concerning the Fund's operations. National City Bank is authorized
to select one or more banks or trust companies to serve as sub-custodian on
behalf of the Fund, provided that it shall remain responsible for the
performance of all of its duties under the Custodian Services Agreement and
shall hold the Fund harmless from the acts and omissions of any bank or trust
company serving as sub-custodian. The Fund reimburses National City Bank for
its direct and indirect costs and expenses incurred in rendering custodial
services, except that the costs and expenses borne by the Fund in any year may
not exceed $.225 for each $1,000 of average gross assets of the Fund.

First Data Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc., d/b/a 440 Financial) (the "Transfer Agent")
serves as the Trust's transfer agent and dividend disbursing agent with respect
to the Fund. Under its Transfer Agency Agreement, it has agreed to: (i) issue
and redeem shares of the Fund; (ii) transmit all communications by the Fund to
its shareholders of record, including reports to shareholders, dividend and
distribution notices and proxy materials for meetings of shareholders; (iii)
respond to correspondence by security brokers and others relating to its
duties; (iv) maintain shareholder accounts; and (v) make periodic reports to
the Board of Trustees concerning the Fund's operations. The Transfer Agent
sends each shareholder of record a monthly statement showing the total number
of shares owned as of the last business day of the month (as well

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<PAGE> 156
as the dividends paid during the current month and year), and provides each
shareholder of record with a daily transaction report for each day on which a
transaction occurs in the shareholder's account with the Fund.

SHAREHOLDER SERVICES PLAN
-------------------------

As stated in the Prospectus, the Trust has implemented the
Shareholder Services Plan (the "Services Plan") with respect to Retail shares
of the Fund. Pursuant to the Services Plan, the Trust may enter into
agreements with financial institutions pertaining to the provision of
administrative services to their customers who are the beneficial owners of
Retail shares in consideration for the payment of up to .25% (on an annualized
basis) of the net asset value of such shares. Such services may include: (i)
aggregating and processing purchase and redemption requests from customers;
(ii) providing customers with a service that invests the assets of their
accounts in Retail shares; (iii) processing dividend payments from the Fund;
(iv) providing information periodically to customers showing their position in
Retail shares; (v) arranging for bank wires; (vi) responding to customer
inquiries relating to the services performed with respect to Retail shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust. Agreements between
the Trust and financial institutions will be terminable at any time by the
Trust without penalty.

PORTFOLIO TRANSACTIONS
----------------------

Pursuant to its Advisory Agreement with the Trust, National
City is responsible for making decisions with respect to and placing orders for
all purchases and sales of fund securities for the Fund. The adviser
purchases Fund securities either directly from the issuer or from an
underwriter or dealer making a market in the securities involved. Purchases
from an underwriter of fund securities include a commission or concession paid
by the issuer to the underwriter and purchases from dealers serving as market
makers may include the spread between the bid and asked price. Transactions on
stock exchanges involve the payment of negotiated brokerage commissions. There
is generally no stated commission in the case of securities traded in the
over-the-counter market, but the price includes an undisclosed commission or
mark-up.

For the fiscal year ended April 30, 1996, the Predecessor Fund
did not pay any brokerage commissions.

While the adviser generally seeks competitive spreads or
commissions, it may not necessarily allocate each transaction to

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<PAGE> 157
the underwriter or dealer charging the lowest spread or commission available on
the transaction. Allocation of transactions, including their frequency, to
various dealers is determined by the adviser in its best judgment and in a
manner deemed fair and reasonable to shareholders. The primary consideration
is prompt execution of orders in an effective manner at the most favorable
price. Subject to this consideration, dealers who provide supplemental
investment research to the adviser may receive orders for transactions by the
Fund. Information so received is in addition to and not in lieu of services
required to be performed by the adviser and does not reduce the fees payable to
it by the Fund. Such information may be useful to the adviser in serving both
the Trust and other clients, and, similarly, supplemental information obtained
by the placement of business of other clients may be useful to the adviser in
carrying out its obligations to the Trust.

Fund securities will not be purchased from or sold to the
Fund's adviser, the Distributor, or any "affiliated person" (as such term is
defined under the 1940 Act) of any of them acting as principal, except to the
extent permitted by the SEC. In addition, the Fund will not give preference to
its adviser's correspondents with respect to such transactions, securities,
savings deposits, repurchase agreements and reverse repurchase agreements.

While serving as adviser to the Trust, National City has
agreed to maintain its policy and practice of conducting its Trust department
independently of its Commercial Department. In making investment
recommendations for the Trust, personnel will not inquire or take into
consideration whether the issuer of securities proposed for purchase or sale
for the Trust's account 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 Trust.

Investment decisions for the Fund are made independently from
those for each other fund of the Trust and for other investment companies and
accounts advised or managed by the adviser. Such other funds, investment
companies and accounts may also invest in the same securities as the Fund.
When a purchase or sale of the same security is made at substantially the same
time on behalf of the Fund and another investment company or account, the
transaction will be averaged as to price, and available investments allocated
as to amount, in a manner which the adviser believes to be equitable to the
Fund and such other investment company or account. In some instances, this
investment procedure may adversely affect the price paid or received by the
Fund or the size of the position obtained or sold by the Fund. To the extent
permitted by law, the adviser may aggregate the securities to be sold or
purchased for the Fund with those to be sold or purchased for other investment
companies or accounts in order to obtain best execution.

-20-
<PAGE> 158

AUDITORS
--------
Ernst & Young LLP, independent auditors, with offices at Two
Commerce Square, 2001 Market Street, Suite 4000, Philadelphia, Pennsylvania
19103, serve as independent auditors of the Trust.

COUNSEL
-------

Drinker Biddle & Reath (of which Mr. McConnel, Secretary of
the Trust, is a partner), with offices at 1345 Chestnut Street, Philadelphia,
Pennsylvania 19107, are counsel to the Trust and will pass upon the legality of
the shares offered hereby.

YIELD AND PERFORMANCE INFORMATION
---------------------------------

The Fund's "yield" described in the Prospectus is calculated
by dividing the Fund's net investment income per share earned during a 30-day
period (or another period permitted by the rules of the SEC) by the net asset
value per share on the last day of the period and annualizing the result on a
semi-annual basis by adding one to the quotient, raising the sum to the power
of six, subtracting one from the result and then doubling the difference. The
Fund's net investment income per share earned during the period is based on the
average daily number of shares outstanding during the period entitled to
receive dividends and includes dividends and interest earned during the period
minus expenses accrued for the period, net of reimbursements. This calculation
can be expressed as follows:

a-b (6)
Yield = 2 [(------) - 1]
cd + 1

Where: a = dividends and interest earned during the
period.

b = expenses accrued for the period (net of
reimbursements).

c = the average daily number of shares
outstanding during the period that were
entitled to receive dividends.

d = maximum offering price per share on the last
day of the period.

The Fund calculates interest earned on debt obligations held
in its portfolio by computing the yield to maturity of each obligation held by
it based on the market value of the obligation

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<PAGE> 159
(including actual accrued interest) at the close of business on the last
business day of each 30-day period, or, with respect to obligations purchased
during the 30-day period, the purchase price (plus actual accrued interest) and
dividing the result by 360 and multiplying the quotient by the market value of
the obligation (including actual accrued interest) in order to determine the
interest income on the obligation for each day of the subsequent 30-day period
that the obligation is in the Fund. The maturity of an obligation with a call
provision is the next call date on which the obligation reasonably may be
expected to be called or, if none, the maturity date. With respect to debt
obligations purchased by the Fund at a discount or premium, the formula
generally calls for amortization of the discount or premium. The amortization
schedule will be adjusted monthly to reflect changes in the market values of
such debt obligations.

Expenses accrued for the period (variable "b" in the formula)
include all recurring fees charged by the Fund to all shareholder accounts in
proportion to the length of the base period and the Fund's mean (or median)
account size. Undeclared earned income will be subtracted from the net asset
value per share (variable "d" in the formula). Undeclared earned income is the
net investment income which, at the end of the 30-day base period, has not been
declared as a dividend, but is reasonably expected to be and is declared as a
dividend shortly thereafter. For applicable sales charges, see "How to
Purchase and Redeem Shares -- Sales Charges Applicable to Purchases of Retail
Shares" in the Prospectus.

For the 30-day period ended April 30, 1996, the yield of the
Predecessor Fund was _____%.

The Fund computes its average annual total return by
determining the average annual compounded rate of return during specified
periods that would equate the initial amount invested to the ending redeemable
value of such investment by dividing the ending redeemable value of a
hypothetical $1,000 initial payment by $1,000 and raising the quotient to a
power equal to one divided by the number of years (or fractional portion
thereof) covered by the computation and subtracting one from the result. This
calculation can be expressed as follows:

-22-
<PAGE> 160
ERV 1/n
T = [(-----) - 1]
P

Where: T = average annual total return

ERV = ending redeemable value at the end of the
period covered by the computation of a
hypothetical $1,000 payment made at the
beginning of the period

P = hypothetical initial payment of $1,000

n = period covered by the computation, expressed
in terms of years

The Fund computes its aggregate total returns by determining
the aggregate rates of return during specified periods that likewise equate the
initial amount invested to the ending redeemable value of such investment. The
formula for calculating aggregate total return is as follows:

ERV
(-----) - 1
P

The calculations of average annual total return and aggregate
total return assume the reinvestment of all dividends and capital gain
distributions on the reinvestment dates during the period and include all
recurring fees charged to all shareholder accounts, assuming an account size
equal to the Fund's mean (or median) account size for any fees that vary with
the size of the account. The maximum sales load and other charges deducted
from payments are deducted from the initial $1,000 payment (variable "P" in the
formula). The ending redeemable value (variable "ERV" in the formula) is
determined by assuming complete redemption of the hypothetical investment and
the deduction of all nonrecurring charges at the end of the measuring period
covered by the computation.

The average annual total returns for the Predecessor Fund's
one year period ending April 30, 1996 was ____% (after taking the sales load
into account) and ____% (without taking into account any sales load). The
average annual total returns since the Predecessor Fund's commencement of
operations through April 30, 1996 was ____% (after taking into account the
sales load) and ____% (without taking into account any sales load). The Fund
commenced operations on August 10, 1994.

The Fund may also from time to time include in Materials a
total return figure that is not calculated according to the

-23-
<PAGE> 161
formulas set forth above in order to compare more accurately the Fund's
performance with other measures of investment return. For example, in
comparing the Fund's total return with data published by Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment
Company Service, or with the performance of an index, the Fund may calculate
its aggregate total return for the period of time specified in the
advertisement or communication by assuming the investment of $10,000 in shares
and assuming the reinvestment of each dividend or other distribution at net
asset value on the reinvestment date. Percentage increases are determined by
subtracting the initial value of the investment from the ending value and by
dividing the remainder by the beginning value. The Fund does not, for these
purposes, deduct from the initial value invested any amount representing sales
charges. The Fund will, however, disclose the maximum sales charge and will
also disclose that the performance data do not reflect sales charges and that
inclusion of sale charges would reduce the performance quoted.

The Fund may also from time to time include discussions or
illustrations of the effects of compounding in Materials. "Compounding" refers
to the fact that, if dividends or other distributions on a Fund investment are
reinvested by being paid in additional Fund shares, any future income or
capital appreciation of the Fund would increase the value, not only of the
original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash.

In addition, the Fund may also include in Materials,
discussions and/or illustrations of the potential investment goals of a
prospective investor, investment management strategies, techniques, policies or
investment suitability of the Fund, high-quality investments, economic
conditions, the relationship between sectors of the economy and the economy as
a whole, various securities markets, the effects of inflation and historical
performance of various asset classes, including but not limited to, stocks,
bonds and Treasury securities. From time to time, Materials may summarize the
substance of information contained in shareholder reports (including the
investment composition of a Fund), as well as the views of the adviser as to
current market, economic, trade and interest rate trends, legislative,
regulatory and monetary developments, investment strategies and related matters
believed to be of relevance to the Fund. The Fund may also include in
Materials charts, graphs or drawings which compare the investment objective,
return potential, relative stability and/or growth possibilities of the Fund
and/or other mutual funds, or illustrate the potential risks and rewards of
investment in various investment vehicles, including but not limited to,
stocks, bonds, Treasury securities and shares of the Fund and/or other

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<PAGE> 162
mutual funds. Materials may include a discussion of certain attributes or
benefits to be derived by an investment in the Fund and/or other mutual funds
(such as value investing, market timing, dollar cost averaging, asset
allocation, constant ratio transfer, automatic accounting rebalancing, the
advantages and disadvantages of investing in tax-deferred and taxable
investments), shareholder profiles and hypothetical investor scenarios, timely
information on financial management, tax and retirement planning and investment
alternatives to certificates of deposit and other financial instruments. Such
Materials may include symbols, headlines or other material which highlight or
summarize the information discussed in more detail therein.

MISCELLANEOUS
-------------

The Trust bears all costs in connection with its organization,
including the fees and expenses of registering and qualifying its shares for
distribution under federal and state securities regulations. All
organizational expenses are amortized on the straight-line method over a period
of five years from the date of commencement of operations.

As used in the Prospectus, "assets belonging to the Fund"
means the consideration received by the Trust upon the issuance of shares in
the Fund, together with all income, earnings, profits, and proceeds derived
from the investment thereof, including any proceeds from the sale of such
investments, any funds or payments derived from any reinvestment of such
proceeds, and a portion of any general assets of the Trust not belonging to the
Fund. In determining the Fund's net asset value, assets belonging to the Fund
are charged with the liabilities in respect of the Fund.

The following shareholders beneficially owned 5% or more of
the outstanding shares of the Predecessor Fund as of May 3, 1996:

<TABLE>
<CAPTION>
Number of Percentage
Outstanding of
Retail Retail
Predecessor Fund Shares Shares
---------------- ------------ -------------
<S> <C> <C>
Sheldon & Co. (Integra-49) 5,993,698.095 97.6%
c/o National City
Attn: Trust Mutual Funds
P.O. Box 94777, Loc. 5312
Cleveland, OH 44101-4777
</TABLE>

No Institutional shares of the Predecessor Fund had been issued as of
May 3, 1996.

-25-
<PAGE> 163
FINANCIAL STATEMENTS

The financial statements for the Predecessor Fund for the
fiscal year ended April 30, 1996 and the periods prior thereto are contained in
the Predecessor Fund's Annual Report to Shareholders (the "Financial
Statements") which has been filed with the Securities and Exchange Commission
and is incorporated into this Statement of Additional Information by reference.
The financial Statements and the information included in the Financial
Highlights tables for the same periods which appear in the Fund's prospectus
have been audited by _____________, independent accountants for the Predecessor
Fund, whose report thereon appears in such Annual Reports. The Financial
Statements in such Annual Reports have been incorporated herein and in the
Fund's Prospectus in reliance upon the report of said firm of independent
accountants given upon their authority as experts in accounting and auditing.

-26-
<PAGE> 164
APPENDIX A
----------

DESCRIPTION OF RATINGS

Corporate Long-Term Debt Ratings
- --------------------------------

The following summarizes the rating categories used by
Standard & Poor's Ratings Group ("S&P") for corporate debt:

"AAA" - This designation represents the highest rating
assigned by S&P to a debt obligation and indicates an
extremely strong capacity to pay interest and repay principal.

"AA" - Debt is considered to have a very strong capacity to
pay interest and repay principal and differs from "AAA" issues
only to a small degree.

"A" - Debt is considered to have a strong capacity to pay
interest and repay principal although such issues are somewhat
more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in
higher-rated categories.

"BBB" - Debt is regarded as having an adequate capacity to pay
interest and repay principal. Whereas such issues normally
exhibit adequate protection parameters, adverse economic
conditions or changing circumstances are more likely to lead
to a weakened capacity to pay interest and repay principal for
debt in this category than in higher-rated categories.

"BB," "B," "CCC," "CC" and "C" - Debt that possesses one of
these ratings is regarded, on balance, as predominantly
speculative with respect to capacity to pay interest and repay
principal in accordance with the terms of the obligation.
"BB" indicates the lowest degree of speculation and "C" the
highest degree of speculation. While such debt will likely
have some quality and protective characteristics, these are
outweighed by large uncertainties or major risk exposures to
adverse conditions.

"CI" - this rating is reserved for income bonds on which no
interest is being paid.

"D" - Debt is in default, and payment of interest and/or
repayment of principal is in arrears.

A-1
<PAGE> 165
PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC"
may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

The following summarizes the rating categories used by Moody's
Investors Service, Inc. ("Moody's") for corporate debt:

"Aaa" - Bonds are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally
referred to as "gilt edge." Interest payments are protected
by a large or by an exceptionally stable margin and principal
is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely
to impair the fundamentally strong position of such issues.

"Aa" - Bonds are judged to be of high quality by all
standards. Together with the "Aaa" group they comprise what
are generally known as high grade bonds. They are rated lower
than the best bonds because margins of protection may not be
as large as in "Aaa" securities or fluctuation of protective
elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear
somewhat larger than in "Aaa" securities.

"A" - Bonds possess many favorable investment attributes and
are to be considered as upper medium grade obligations.
Factors giving security to principal and interest are
considered adequate but elements may be present which suggest
a susceptibility to impairment sometime in the future.

"Baa" - Bonds considered medium-grade obligations (i.e., they
are neither highly protected nor poorly secured). Interest
payments and principal security appear adequate for the
present but certain protective elements may be lacking or may
be characteristically unreliable over any great length of
time. Such bonds lack outstanding investment characteristics
and in fact have speculative characteristics as well.

"Ba," "B," "Caa," "Ca," and "C" - Bonds that possess one of
these ratings provide questionable protection of interest and
principal ("Ba" indicates some speculative elements; "B"
indicates a general lack of characteristics of desirable
investment; "Caa" represents a poor standing; "Ca" represents
obligations which are speculative in a high degree; and "C"
represents the lowest rated class of bonds). "Caa," "Ca" and
"C" bonds may be in default.

A-2
<PAGE> 166
Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition
are rated conditionally. These are bonds secured by (a)
earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which
begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Parenthetical rating
denotes probable credit stature upon completion of
construction or elimination of basis of condition.

Moody's applies numerical modifiers 1, 2 and 3 in each generic
classification from "Aa" through "B" in its bond rating system. The modifier 1
indicates that the security ranks in the higher end of its generic rating
category; the modifier 2 indicates a mid-range ranking; and the modifier 3
indicates that the issue ranks at the lower end of its generic rating category.

The following summarizes the rating categories used by Duff &
Phelps Credit Rating Co. ("Duff & Phelps") for corporate debt:

"AAA" - Debt is considered to be of the highest credit
quality. The risk factors are negligible, being only slightly
more than for risk-free U.S. Treasury debt.

"AA" - Debt is considered of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from
time to time because of economic conditions.

"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable and greater
in periods of economic stress.

"BBB" - Debt possesses below average protection factors but
such protection factors are still considered sufficient for
prudent investment. Considerable variability in risk is
present during economic cycles.

"BB," "B," "CCC," "DD," and "DP" - Debt that possesses one of
these ratings is considered to be below investment grade.
Although below investment grade, debt rated "BB" is deemed
likely to meet obligations when due. Debt rated "B" possesses
the risk that obligations will not be met when due. Debt
rated "CCC" is well below investment grade and has
considerable uncertainty as to timely payment of principal,
interest or preferred dividends. Debt rated "DD" is a
defaulted debt obligation, and the rating "DP" represents
preferred stock with dividend arrearages.

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To provide more detailed indications of credit quality, the
"AA," "A," "BBB," "BB" and "B" ratings may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within these major
categories.

The following summarizes the rating categories used by Fitch
Investors Service, Inc. ("Fitch") for corporate bonds:

"AAA" - Bonds considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.

"AA" - Bonds considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest
and repay principal is very strong, although not quite as
strong as bonds rated "AAA." Because bonds rated in the "AAA"
and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."

"A" - Bonds considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and
repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

"BBB" - Bonds considered to be investment grade and of
satisfactory credit quality. The obligor's ability to pay
interest and repay principal is considered to be adequate.
Adverse changes in economic conditions and circumstances,
however, are more likely to have an adverse impact on these
bonds, and therefore, impair timely payment. The likelihood
that the ratings of these bonds will fall below investment
grade is higher than for bonds with higher ratings.

"BB," "B," "CCC," "CC," "C," "DDD," "DD," and "D" - Bonds that
possess one of these ratings are considered by Fitch to be
speculative investments. The ratings "BB" to "C" represent
Fitch's assessment of the likelihood of timely payment of
principal and interest in accordance with the terms of
obligation for bond issues not in default. For defaulted
bonds, the rating "DDD" to "D" is an assessment of the
ultimate recovery value through reorganization or liquidation.

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To provide more detailed indications of credit quality, the
Fitch ratings from and including "AA" to "C" may be modified by the addition of
a plus (+) or minus (-) sign to show relative standing within these major
rating categories.

IBCA Inc. ("IBCA") assesses the investment quality of
unsecured debt with an original maturity of more than one year which is issued
by bank holding companies and their principal bank subsidiaries. The following
summarizes the rating categories used by IBCA for long-term debt ratings:

"AAA" - Obligations for which there is the lowest expectation
of investment risk. Capacity for timely repayment of
principal and interest is substantial such that adverse
changes in business, economic or financial conditions are
unlikely to increase investment risk significantly.

"AA" - Obligations for which there is a very low expectation
of investment risk. Capacity for timely repayment of
principal and interest is substantial. Adverse changes in
business, economic or financial conditions may increase
investment risk albeit not very significantly.

"A" - Obligations for which there is a low expectation of
investment risk. Capacity for timely repayment of principal
and interest is strong, although adverse changes in business,
economic or financial conditions may lead to increased
investment risk.

"BBB" - Obligations for which there is currently a low
expectation of investment risk. Capacity for timely repayment
of principal and interest is adequate, although adverse
changes in business, economic or financial conditions are more
likely to lead to increased investment risk than for
obligations in higher categories.

"BB," "B," "CCC," "CC," and "C" - Obligations are assigned one
of these ratings where it is considered that speculative
characteristics are present. "BB" represents the lowest
degree of speculation and indicates a possibility of
investment risk developing. "C" represents the highest degree
of speculation and indicates that the obligations are
currently in default.

IBCA may append a rating of plus (+) or minus (-) to a rating
to denote relative status within major rating categories.

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Commercial Paper Ratings
- ------------------------

A S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. The following summarizes the rating categories used by S&P for
commercial paper:

"A-1" - Issue's degree of safety regarding timely payment is
strong. Those issues determined to possess extremely strong
safety characteristics are denoted "A-1+."

"A-2" - Issue's capacity for timely payment is satisfactory.
However, the relative degree of safety is not as high as for
issues designated "A-1."

"A-3" - Issue has an adequate capacity for timely payment. It
is, however, somewhat more vulnerable to the adverse effects
of changes and circumstances than an obligation carrying a
higher designation.

"B" - Issue has only a speculative capacity for timely
payment.

"C" - Issue has a doubtful capacity for payment.

"D" - Issue is in payment default.

Moody's commercial paper ratings are opinions of the ability
of issuers to repay punctually promissory obligations not having an original
maturity in excess of 9 months. The following summarizes the rating categories
used by Moody's for commercial paper:

"Prime-1" - Issuer or related supporting institutions are
considered to have a superior capacity for repayment of
short-term promissory obligations. Principal repayment
capacity will normally be evidenced by the following
characteristics: leading market positions in well established
industries; high rates of return on funds employed;
conservative capitalization structures with moderate reliance
on debt and ample asset protection; broad margins in earning
coverage of fixed financial charges and high internal cash
generation; and well established access to a range of
financial markets and assured sources of alternate liquidity.

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while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternative
liquidity is maintained.

"Prime-3" - Issuer or related supporting institutions have an
acceptable capacity for repayment of short-term promissory
obligations. The effects of industry characteristics and
market composition may be more pronounced. Variability in
earnings and profitability may result in changes in the level
of debt protection measurements and the requirement for
relatively high financial leverage. Adequate alternate
liquidity is maintained.

"Not Prime" - Issuer does not fall within any of the Prime
rating categories.

The following summarizes the rating categories used by Duff &
Phelps for commercial paper:

"Duff 1+" - Debt possesses highest certainty of timely
payment. Short-term liquidity, including internal operating
factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.

"Duff 1" - Debt possesses very high certainty of timely
payment. Liquidity factors are excellent and supported by
good fundamental protection factors. Risk factors are minor.

"Duff 1-" - Debt possesses high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental
protection factors. Risk factors are very small.

"Duff 2" - Debt possesses good certainty of timely payment.
Liquidity factors and company fundamentals are sound.
Although ongoing funding needs may enlarge total financing
requirements, access to capital markets is good. Risk factors
are small.

"Duff 3" - Debt possesses satisfactory liquidity, and other
protection factors qualify issue as investment grade. Risk
factors are larger and subject to more variation.
Nevertheless, timely payment is expected.

"Duff 4" - Debt possesses speculative investment
characteristics. Liquidity is not sufficient to ensure
against disruption in debt service. Operating factors

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and market access may be subject to a high degree of
variation.

"Duff 5" - Issuer has failed to meet scheduled principal
and/or interest payments.

Fitch short-term ratings apply to debt obligations that are
payable on demand or have original maturities of up to three years. The
following summarizes the rating categories used by Fitch for short-term
obligations:

"F-1+" - Securities possess exceptionally strong credit
quality. Issues assigned this rating are regarded as having
the strongest degree of assurance for timely payment.

"F-1" - Securities possess very strong credit quality. Issues
assigned this rating reflect an assurance of timely payment
only slightly less in degree than issues rated "F-1+."

"F-2" - Securities possess good credit quality. Issues
assigned this rating have a satisfactory degree of assurance
for timely payment, but the margin of safety is not as great
as the "F-1+" and "F-1" categories.

"F-3" - Securities possess fair credit quality. Issues
assigned this rating have characteristics suggesting that the
degree of assurance for timely payment is adequate; however,
near-term adverse changes could cause these securities to be
rated below investment grade.

"F-S" - Securities possess weak credit quality. Issues
assigned this rating have characteristics suggesting a minimal
degree of assurance for timely payment and are vulnerable to
near-term adverse changes in financial and economic
conditions.

"D" - Securities are in actual or imminent payment default.

Fitch may also use the symbol "LOC" with its short-term
ratings to indicate that the rating is based upon a letter of credit issued by
a commercial bank.

IBCA assesses the investment quality of unsecured debt with an
original maturity of less than one year which is issued by bank holding
companies and their principal bank subsidiaries. The following summarizes the
rating categories used by IBCA for short-term debt ratings:

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"A1+" - Obligations are supported by the highest capacity for
timely repayment.

"A1" - Obligations are supported by a strong capacity for
timely repayment.

"A2" - Obligations are supported by a good capacity for timely
repayment.

"A3" - Obligations are supported by a satisfactory capacity
for timely repayment.

"B" - Obligations for which there is an uncertainty as to the
capacity to ensure timely repayment.

"C" - Obligations for which there is a high risk of default or
which are currently in default.

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APPENDIX B
----------

As stated in its Prospectus, the Fund may enter into certain futures
transactions for hedging purposes. Such transactions are described in this
Appendix.

I. INTEREST RATE FUTURES CONTRACTS

USE OF INTEREST RATE FUTURES CONTRACTS. Bond prices are established
in both the cash market and the futures market. In the cash market, bonds are
purchased and sold with payment for the full purchase price of the bond being
made in cash, generally within five business days after the trade. In the
futures market, a contract is made to purchase or sell a bond in the future for
a set price on a certain date. Historically, the prices for bonds established
in the futures markets have tended to move generally in the aggregate in
concert with the cash market prices and have maintained fairly predictable
relationships. Accordingly, the Fund may use interest rate futures contracts
as a defense, or hedge, against anticipated interest rate changes and not for
speculation. As described below, this would include the use of futures
contract sales to protect against expected increases in interest rates and
futures contract purchases to offset the impact of interest rate declines.

The Fund presently could accomplish a similar result to that which it
hopes to achieve through the use of futures contracts by selling bonds with
long maturities and investing in bonds with short maturities when interest
rates are expected to increase, or conversely, selling short-term bonds and
investing in long-term bonds when interest rates are expected to decline.
However, because of the liquidity that is often available in the futures
market, the protection is more likely to be achieved, perhaps at a lower cost
and without changing the rate of interest being earned by the Fund, through
using futures contracts.

DESCRIPTION OF INTEREST RATE FUTURES CONTRACTS. An interest rate
futures contract sale would create an obligation by the Fund, as seller, to
deliver the specific type of financial instrument called for in the contract at
a specific future time for a specified price. A futures contract purchase
would create an obligation by the Fund, as purchaser, to take delivery of the
specific type of financial instrument at a specific future time at a specific
price. The specific securities delivered or taken, respectively, at settlement
date, would not be determined until at or near that date. The determination
would be in accordance with the rules of the exchange on which the futures
contract sale or purchase was made.

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Although interest rate futures contracts by their terms call for
actual delivery or acceptance of securities, in most cases the contracts are
closed out before the settlement date without the making or taking of delivery
of securities. Closing out a futures contract sale is effected by the Fund's
entering into a futures contract purchase for the same aggregate amount of the
specific type of financial instrument and the same delivery date. If the price
of the sale exceeds the price of the offsetting purchase, the Fund is
immediately paid the difference and thus realizes a gain. If the offsetting
purchase price exceeds the sale price, the Fund pays the difference and
realizes a loss. Similarly, the closing out of a futures contract purchase is
effected by the Fund entering into a futures contract sale. If the offsetting
sale price exceeds the purchase price, the Fund realizes a gain, and if the
purchase price exceeds the offsetting sale price, the Fund realizes a loss.

Interest rate futures contracts are traded in an auction environment
on the floors of several exchanges -- principally, the Chicago Board of Trade,
the Chicago Mercantile Exchange and the New York Futures Exchange. The Fund
would deal only in standardized contracts on recognized exchanges. Each
exchange guarantees performance under contract provisions through a clearing
corporation, a nonprofit organization managed by the exchange membership.

A public market now exists in futures contracts covering various
financial instruments including long-term United States Treasury Bonds and
Notes and three-month United States Treasury Bills. The Fund may trade in any
interest rate futures contracts for which there exists a public market,
including, without limitation, the foregoing instruments.

EXAMPLE OF FUTURES CONTRACT SALE. The Fund may engage in an interest
rate futures contract sale to maintain the income advantage from continued
holding of a long-term bond while endeavoring to avoid part or all of the loss
in market value that would otherwise accompany a decline in long-term
securities prices. Assume that the market value of a certain security held by
the Fund tends to move in concert with the futures market prices of long-term
United States Treasury bonds ("Treasury bonds"). The adviser wishes to fix the
current market value of this fund security until some point in the future.
Assume the fund security has a market value of 100, and the adviser believes
that because of an anticipated rise in interest rates, the value will decline
to 95. The Fund might enter into futures contract sales of Treasury bonds for
a equivalent of 98. If the market value of the fund security does indeed
decline from 100 to 95, the equivalent futures market price for the Treasury
bonds might also decline from 98 to 93.

In that case, the five point loss in the market value of the Fund
security would be offset by the five point gain realized by closing out the
futures contract sale. Of course, the futures

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<PAGE> 175
market price of Treasury bonds might well decline to more than 93 or to less
than 93 because of the imperfect correlation between cash and futures prices
mentioned below.

The adviser could be wrong in its forecast of interest rates and the
equivalent futures market price could rise above 98. In this case, the market
value of the Fund securities, including the fund security being protected,
would increase. The benefit of this increase would be reduced by the loss
realized on closing out the futures contract sale.

If interest rate levels did not change, the Fund in the above example
might incur a loss (which might be reduced by a offsetting transaction prior to
the settlement date). In each transaction, transaction expenses would also be
incurred.

EXAMPLE OF FUTURES CONTRACT PURCHASE. The Fund may engage in an
interest rate futures contract purchase when it is not fully invested in
long-term bonds but wishes to defer for a time the purchase of long-term bonds
in light of the availability of advantageous interim investments, e.g., shorter
term securities whose yields are greater than those available on long-term
bonds. A Fund's basic motivation would be to maintain for a time the income
advantage from investing in the short-term securities; the Fund would be
endeavoring at the same time to eliminate the effect of all or part of a
expected increase in market price of the long-term bonds that the Fund may
purchase.

For example, assume that the market price of a long-term bond that the
Fund may purchase, currently yielding 10%, tends to move in concert with
futures market prices of Treasury bonds. The adviser wishes to fix the current
market price (and thus 10% yield) of the long-term bond until the time (four
months away in this example) when it may purchase the bond. Assume the
long-term bond has a market price of 100, and the adviser believes that,
because of an anticipated fall in interest rates, the price will have risen to
105 (and the yield will have dropped to about 9 1/2%) in four months. The Fund
might enter into futures contracts purchases of Treasury bonds for an
equivalent price of 98. At the same time, the Fund would assign a pool of
investments in short-term securities that are either maturing in four months or
earmarked for sale in four months, for purchase of the long-term bond at an
assumed market price of 100. Assume these short-term securities are yielding
15%. If the market price of the long-term bond does indeed rise from 100 to
105, the equivalent futures market price for Treasury bonds might also rise
from 98 to 103. In that case, the 5 point increase in the price that the Fund
pays for the long-term bond would be offset by the 5 point gain realized by
closing out the futures contract purchase.

The adviser could be wrong in its forecast of interest rates;
long-term interest rates might rise to above 10%; and the

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<PAGE> 176
equivalent futures market price could fall below 98. If short-term rates at
the same time fall to 10% or below, it is possible that the Fund would continue
with its purchase program for long-term bonds. The market price of available
long-term bonds would have decreased. The benefit of this price decrease, and
thus yield increase, will be reduced by the loss realized on closing out the
futures contract purchase.

If, however, short-term rates remained above available long-term
rates, it is possible that the Fund would discontinue its purchase program for
long-term bonds. The yield on short-term securities in the fund, including
those originally in the pool assigned to the particular long-term bond, would
remain higher than yields on long-term bonds. The benefit of this continued
incremental income will be reduced by the loss realized on closing out the
futures contract purchase. In each transaction, expenses would also be
incurred.

II. MARGIN PAYMENTS

Unlike purchase or sales of fund securities, no price is paid or
received by the Fund upon the purchase or sale of a futures contract.
Initially, the Fund will be required to deposit with the broker or in a
segregated account with the Custodian or a subcustodian an amount of cash or
cash equivalents, known as initial margin, based on the value of the contract.
The nature of initial margin in futures transactions is different from that of
margin in security transactions in that futures contract margin does not
involve the borrowing of funds by the customer to finance the transactions.
Rather, the initial margin is in the nature of a performance bond or good faith
deposit on the contract which is returned to the Fund upon termination of the
futures contract assuming all contractual obligations have been satisfied.
Subsequent payments, called variation margin, to and from the broker, will be
made on a daily basis as the price of the underlying instruments fluctuates
making the long and short positions in the futures contract more or less
valuable, a process known as marking-to-the-market. For example, when the Fund
has purchased a futures contract and the price of the contract has risen in
response to a rise in the underlying instruments, that position will have
increased in value and the Fund will be entitled to receive from the broker a
variation margin payment equal to that increase in value. Conversely, where
the Fund has purchased a futures contract and the price of the future contract
has declined in response to a decrease in the underlying instruments, the
position would be less valuable and the Fund would be required to make a
variation margin payment to the broker. At any time prior to expiration of the
futures contract, the adviser may elect to close the position by taking an
opposite position, subject to the availability of a secondary market, which
will operate to terminate the Fund's position in the futures contract. A final
determination

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of variation margin is then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or gain.

III. RISKS OF TRANSACTIONS IN FUTURES CONTRACTS

There are several risks in connection with the use of futures by the
Fund as hedging devices. One risk arises because of the imperfect correlation
between movements in the price of the futures and movements in the price of the
instruments which are the subject of the hedge. The price of the future may
move more than or less than the price of the instruments being hedged. If the
price of the futures moves less than the price of the instruments which are the
subject of the hedge, the hedge will not be fully effective but, if the price
of the instruments being hedged has moved in an unfavorable direction, the Fund
would be in a better position than if it had not hedged at all. If the price
of the instruments being hedged has moved in a favorable direction, this
advantage will be partially offset by the loss on the futures. If the price of
the futures move more than the price of the hedged instruments, the Fund will
experience either a loss or gain on the futures which will not be completely
offset by movements in the price of the instruments which are the subject of
the hedge. To compensate for the imperfect correlation of movements in the
price of instruments being hedged and movements in the price of futures
contracts, the Fund may buy or sell futures contracts in a greater dollar
amount than the dollar amount of instruments being hedged if the volatility
over a particular time period of the prices of such instruments has been
greater than the volatility over such time period of the futures, or if
otherwise deemed to be appropriate by the adviser. Conversely, the Fund may
buy or sell fewer futures contracts if the volatility over a particular time
period of the prices of the instruments being hedged is less than the
volatility over such time period of the futures contract being used, or if
otherwise deemed to be appropriate by the adviser.

Where futures are purchased to hedge against a possible increase in
the price of securities before the Fund is able to invest its cash (or cash
equivalents) in an orderly fashion, it is possible that the market may decline
instead; if the Fund then concludes not to invest its cash at that time because
of concern as to possible further market decline or for other reasons, the
Fund will realize a loss on the futures contract that is not offset by a
reduction in the price of the instruments that were to be purchased.

In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between movements in the futures and the
instruments being hedged, the price of futures may not correlate perfectly with
movement in the cash market due to certain market distortions. Rather than
meeting additional margin

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deposit requirements, investors may close futures contracts through off-setting
transactions which could distort the normal relationship between the cash and
futures markets. Second, with respect to financial futures contracts, the
liquidity of the futures market depends on participants entering into
off-setting transactions rather than making or taking delivery. To the extent
participants decide to make or take delivery, liquidity in the futures market
could be reduced thus producing distortions. Third, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may also cause temporary
price distortions. Due to the possibility of price distortion in the futures
market, and because of the imperfect correlation between the movements in the
cash market and movements in the price of futures, a correct forecast of
general market trends or interest rate movements by the adviser may still not
result in a successful hedging transaction over a short time frame.

Positions in futures may be closed out only on an exchange or board of
trade which provides a secondary market for such futures. Although the Fund
intends to purchase or sell futures only on exchanges or boards of trade where
there appear to be active secondary markets, there is no assurance that a
liquid secondary market on any exchange or board of trade will exist for any
particular contract or at any particular time. In such event, it may not be
possible to close a futures investment position, and in the event of adverse
price movements, the Fund would continue to be required to make daily cash
payments of variation margin. However, in the event futures contracts have
been used to hedge fund securities, such securities will not be sold until the
futures contract can be terminated. In such circumstances, an increase in the
price of the securities, if any, may partially or completely offset losses on
the futures contract. However, as described above, there is no guarantee that
the price of the securities will in fact correlate with the price movements in
the futures contract and thus provide an offset on a futures contract.

Further, it should be noted that the liquidity of a secondary market
in a futures contract may be adversely affected by "daily price fluctuation
limits" established by commodity exchanges which limit the amount of
fluctuation in a futures contract price during a single trading day. Once the
daily limit has been reached in the contract, no trades may be entered into at
a price beyond the limit, thus preventing the liquidation of open futures
positions. The trading of futures contracts is also subject to the risk of
trading halts, suspensions, exchange or clearing house equipment failures,
government intervention, insolvency of a brokerage firm or clearing house or
other disruptions of normal activity, which could at times make it difficult or
impossible to liquidate existing positions or to recover excess variation
margin payments.

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<PAGE> 179
Successful use of futures by the Fund is also subject to the adviser's
ability to predict correctly movements in the direction of the market. For
example, if the Fund has hedged against the possibility of a decline in the
market adversely affecting securities held by it and securities prices increase
instead, the Fund will lose part or all of the benefit to the increased value
of its securities which it has hedged because it will have offsetting losses in
its futures positions. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell securities to meet daily variation
margin requirements. Such sales of securities may be, but will not necessarily
be, at increased prices which reflect the rising market. The Fund may have to
sell securities at a time when it may be disadvantageous to do so.

IV. OTHER MATTERS

Accounting for futures contracts will be in accordance with generally
accepted accounting principles.

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<PAGE> 180

ARMADA FUNDS

STATEMENT OF ADDITIONAL INFORMATION

____________________, 1996

PENNSYLVANIA MUNICIPAL FUND

This Statement of Additional Information is not a prospectus but should be read
in conjunction with the current prospectus for the above Fund of Armada Funds
(formerly "NCC Funds") (the "Trust"), dated _______________, 1996 (the
"Prospectus"). A copy of the Prospectus may be obtained by calling or writing
the Trust at 1-800-622-FUND, 4400 Computer Drive, Westborough, Massachusetts
01581.
<PAGE> 181
TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 1

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 1

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 11

DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 13

ADDITIONAL INFORMATION CONCERNING TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 15

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 18

ADVISORY, SUB-ADVISORY, ADMINISTRATION, DISTRIBUTION,
CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS . . . .. . . 20

SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 24

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 24

AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 26

COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 26

YIELD AND PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 26

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 31

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . 31

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . A-1
</TABLE>

-i-
<PAGE> 182
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

This Statement of Additional Information should be read in
conjunction with the Prospectus of Armada Funds (the "Trust") that describes
the Pennsylvania Municipal Fund (the "Fund"). The information contained in
this Statement of Additional Information expands upon matters discussed in the
Prospectus. No investment in shares of the Fund should be made without first
reading the Prospectus.

The Pennsylvania Municipal Fund commenced operations on August
10, 1994 as a separate investment portfolio (the "Predecessor Fund") of
Inventor Funds, Inc., which was organized as a Maryland corporation. On
__________________, 1996, the Predecessor Fund was reorganized as a new
portfolio of the Trust. Prior to the reorganization, the Predecessor Fund
offered and sold shares of stock that were similar to the Trust's Retail Shares
of beneficial interest.

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES
------------------------------------------------

ADDITIONAL INFORMATION ON FUND MANAGEMENT
- -----------------------------------------

Attached to this Statement of Additional Information is
Appendix A which contains descriptions of the rating symbols used by S&P,
Fitch, Duff, IBCA and Moody's for Municipal Bonds and other securities which
may be held by the Fund.

MUNICIPAL BONDS
- ---------------

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<PAGE> 183
income tax. Private activity bonds are issued by or on behalf of states or
political subdivisions thereof to finance privately owned or operated
facilities for business and manufacturing, housing, sports, and pollution
control and to finance activities of and facilities for charitable
institutions. Private activity bonds are also used to finance public
facilities such as airports, mass transit systems, ports, parking and low
income housing. The payment of the principal and interest on private activity
bonds is dependent solely on the ability of the facility's user to meet its
financial obligations and may be secured by a pledge of real and personal
property so financed.

Pennsylvania municipal securities that are payable only from
the revenues derived from a particular facility may be adversely affected by
Pennsylvania laws or regulations which make it more difficult for the
particular facility to generate revenues sufficient to pay such interest and
principal, including, among others, laws and regulations which limit the amount
fees, rates or other charges which may be imposed for use of the facility or
which increase competition among facilities of that type or which limit or
otherwise have the effect of reducing the use of such facilities generally,
thereby reducing the revenues generated by the particular facility.
Pennsylvania municipal securities, the payment of interest and principal on
which is insured in whole or in part by a Pennsylvania governmentally created
fund, may be adversely affected by Pennsylvania laws or regulations which
restrict the aggregate proceeds available for payment of principal and interest
in the event of a default on such municipal securities. Similarly,
Pennsylvania municipal securities, the payment of interest and principal on
which is secured, in whole or in part, by an interest in real property may be
adversely affected by Pennsylvania laws which limit the availability of
remedies or the scope of remedies available in the event of a default on such
municipal securities. Because of the diverse nature of such laws and
regulations and the impossibility of either predicting in which specific
Pennsylvania municipal securities the Fund will invest from time to time or
predicting the nature or extent of future changes in existing laws or
regulations or the future enactment or adoption of additional laws or
regulations, it is not presently possible to determine the impact of such laws
and regulations on the securities in which the Fund may invest and, therefore,
on the shares of the Fund.

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<PAGE> 184
standards of quality, and Municipal Bonds with the same maturity, interest rate
and rating may have different yields while Municipal Bonds of the same maturity
and interest rate with different ratings may have the same yield. Subsequent
to its purchase by the Fund, an issue of Municipal Bonds may cease to be rated
or its rating may be reduced below the minimum rating required for purchase by
the Fund. The Fund's Sub-Adviser will consider such an event in determining
whether the Fund should continue to hold the obligation.

The payment of principal and interest on most Municipal Bonds
purchased by the Fund will depend upon the ability of the issuers to meet their
obligations. An issuer's obligations under its Municipal Bonds are subject to
the provisions of bankruptcy, insolvency and other laws affecting the rights
and remedies of creditors, such as the Federal Bankruptcy Code, and laws, if
any, which may be enacted by federal or state legislatures extending the time
for payment of principal or interest, or both, or imposing other constraints
upon enforcement of such obligations or upon the ability of municipalities to
levy taxes. The power or ability of an issuer to meet its obligations for the
payment of interest on the principal of its Municipal Bonds may be materially
adversely affected by litigation or other conditions.

Certain Municipal Bonds held by the Fund may be insured at the
time of issuance as to the timely payment of principal and interest. The
insurance policies will usually be obtained by the issuer of the Municipal Bond
at the time of its original issuance. In the event that the issuer defaults on
interest or principal payments, the insurer of the bond is required to make
payment to the bondholders upon proper notification. There is, however, no
guarantee that the insurer will meet its obligations. In addition, such
insurance will not protect against market fluctuations caused by changes in
interest rates and other factors. The Fund may, from time to time, invest
more than 25% of its assets in Municipal Bonds covered by insurance policies.

OTHER TAX-EXEMPT INSTRUMENTS
- ----------------------------

-3-
<PAGE> 185
types of tax-exempt instruments which are permissible investments for the Fund
including floating rate notes. Investments in such floating rate instruments
will normally involve industrial development or revenue bonds which provide
that the rate of interest is set as a specific percentage of a designated base
rate (such as the prime rate) at a major commercial bank, and that the Fund can
demand payment of the obligation at all times or at stipulated dates on short
notice (not to exceed 30 days) at par plus accrued interest. The Fund must use
the shorter of the period required before the Fund is entitled to prepayment
under such obligations or the period remaining until the next interest rate
adjustment date for purposes of determining the maturity. Such obligations are
frequently secured by letters of credit or other credit support arrangements
provided by banks. The quality of the underlying credit or of the bank, as the
case may be, must, in the Sub-Adviser's opinion be equivalent to the long-term
bond or commercial paper ratings stated above. The Sub-Adviser will monitor
the earning power, cash flow and liquidity ratios of the issuers of such
instruments and the ability of an issuer of a demand instrument to pay
principal and interest on demand. The Sub-Adviser may purchase other types of
tax-exempt instruments as long as they are of a quality equivalent to the bond
or commercial paper ratings stated above.

STAND-BY COMMITMENTS
- --------------------

The Fund may acquire stand-by commitments (also known as put
options) with respect to Municipal Bonds held in its portfolio. It expects
that stand-by commitments will generally be available without the payment of
any direct or indirect consideration. However, if necessary or advisable, the
Fund may pay for a stand-by commitment either separately in cash or by paying a
higher price for portfolio securities which are acquired subject to the
commitment (thus reducing the yield to maturity otherwise available for the
same securities). The Fund will not acquire a stand-by commitment unless
immediately after the acquisition, not more than 5% of its total assets will
be invested in instruments subject to a demand feature, or in stand-by
commitments, with the same institution.

The Fund's right to exercise stand-by commitments will be
unconditional and unqualified. A stand-by commitment will be transferable by
the Fund only with the underlying Municipal Bonds which may be sold to a third
party at any time. Until the Fund exercises its stand-by commitment, it owns
the securities in its portfolio which are subject to the commitment.

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<PAGE> 186
premium or plus any amortized market or original issue discount during the
period the Fund owned the securities, plus (ii) all interest accrued on the
securities since the last interest payment date during that period. Under
normal market conditions, in determining net asset value, the Fund values the
underlying Municipal Bonds on an amortized cost basis. Accordingly, the amount
payable by a dealer upon exercise of a stand-by commitment will normally be
substantially the same as the portfolio value of the underlying Municipal
Bonds.

The Fund intends to enter into stand-by commitments only with
dealers, banks and broker-dealers which, in the Sub-adviser's opinion, present
minimal credit risks. The Fund's reliance upon the credit of these dealers,
banks and broker-dealers will be secured by the value of the underlying
Municipal Bonds that are subject to the commitment. Thus, the risk of loss to
the Fund in connection with a stand-by commitment will not be qualitatively
different from the risk of loss faced by a person that is holding securities
pending settlement after having agreed to sell the securities in the ordinary
course of business.

WHEN-ISSUED SECURITIES
- ----------------------

The Fund may purchase Municipal Bonds on a "when-issued"
basis (i.e., for delivery beyond the normal settlement date at a stated price
and yield). When the Fund agrees to purchase when-issued securities, the
custodian sets aside cash or liquid portfolio securities equal to the amount of
the commitment in a separate account. Normally, the custodian will set aside
portfolio securities to satisfy a purchase commitment, and in such a case the
Fund may be required subsequently to place additional assets in the separate
account in order to ensure that the value of the account remains equal to the
amount of the Fund's commitment, marked to market daily. It is likely that
the Fund's net assets will fluctuate to a greater degree when it sets aside
portfolio securities to cover such purchase commitments than when it sets aside
cash. Because the Fund will set aside cash or liquid assets to satisfy its
purchase commitments in the manner described, the Fund's liquidity and ability
to manage its portfolio might be affected in the event its commitments to
purchase when-issued securities ever exceeded 25% of the value of its total
assets.

SECURITIES OF OTHER INVESTMENT COMPANIES
- ----------------------------------------

The Fund may invest in securities issued by other investment
companies (including other investment companies advised

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<PAGE> 187
by the adviser and Sub-Adviser) which invest in high quality, short term debt
securities and which determine their net asset value per share based on the
amortized cost or penny-rounding method. The Fund currently intends to limit
such investments so that, as determined immediately after a securities purchase
is made: (a) not more than 5% of the value of its total assets will be invested
in the securities of any one investment company; (b) not more than 10% of the
value of its total assets will be invested in the aggregate in securities of
investment companies as a group; (c) not more than 3% of the outstanding voting
stock of any one investment company will be owned by the Fund; and (d) not more
than 10% of the outstanding voting stock of any one investment company will be
owned in the aggregate by the Fund and other investment companies advised by
the adviser.

TAXABLE MONEY MARKET INSTRUMENTS
- --------------------------------

The Fund may invest in various Taxable Money Market
Instruments such as bank obligations, commercial paper, repurchase agreements
and U.S. Government Obligations.

Bank obligations include bankers' acceptances generally having
a maturity of six months or less and negotiable certificates of deposit. Bank
obligations also include U.S. dollar denominated bankers' acceptances and
certificates of deposit. Investment in bank obligations is limited to the
obligations of financial institutions having more than $1 billion in total
assets at the time of purchase.

Investments include commercial paper and other short term
promissory notes issued by corporations, municipalities and other entities
(including variable and floating rate instruments). The Fund may also acquire
zero coupon obligations, which have greater price volatility than coupon
obligations and which will not result in the payment of interest until
maturity.

-6-
<PAGE> 188
were less than the repurchase price under the agreement, or to the extent that
the disposition of such securities by the Fund were delayed pending court
action. Although there is no controlling legal precedent confirming that a
Fund would be entitled, as against a claim by such seller or its receiver or
trustee in bankruptcy, to retain the underlying securities, the Board of
Trustees of the Trust believes that, under the regular procedures normally in
effect for custody of a Fund's securities subject to repurchase agreements and
under federal laws, a court of competent jurisdiction would rule in favor of
the Trust if presented with the question. Securities subject to repurchase
agreements will be held by the Trust's custodian or another qualified custodian
or in the Federal Reserve/Treasury book-entry system. Repurchase agreements
are considered to be loans by a Fund under the 1940 Act.

The Fund may purchase obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. Some of these obligations
are supported by the full faith and credit of the U.S. Treasury, such as
obligations issued by the Government National Mortgage Association. Others,
such as those of the Export-Import Bank of the United States, are supported by
the right of the issuer to borrow from the U.S. Treasury; others, such as those
of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; and still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the agency or instrumentality
issuing the obligation. No assurance can be given that the U.S. Government
would provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. The Fund will invest
in the obligations of such agencies or instrumentalities only when the advisers
believe that the credit risk with respect thereto is minimal.

VARIABLE AND FLOATING RATE OBLIGATIONS
- --------------------------------------

The Fund may purchase variable and floating rate obligations
(including variable amount master demand notes) which are unsecured instruments
that permit the indebtedness thereunder to vary and provide for periodic
adjustments in the interest rate. Because variable and floating rate
obligations are direct lending arrangements between the Fund and the issuer,
they are not normally traded although certain variable and floating rate
obligations, such as Student Loan Marketing Association variable rate
obligations, may have a more active secondary market because they are issued or
guaranteed by the U.S. Government or its agencies or instrumentalities. Even
though there may be no active secondary market in such instruments, the Fund
may demand payment of principal and accrued interest at a time specified in the
instrument or may resell them to a third party. Such obligations may be backed
by bank letters of credit or guarantees issued by banks, other financial
institutions or the U.S. Government, its

-7-
<PAGE> 189
agencies or instrumentalities. The quality of any letter of credit or
guarantee will be rated high quality or, if unrated, will be determined to be
of comparable quality by the adviser. In the event an issuer of a variable or
floating rate obligation defaulted on its payment obligation, the Fund might be
unable to dispose of the instrument because of the absence of a secondary
market and could, for this or other reasons, suffer a loss to the extent of the
default.

PORTFOLIO TURNOVER
- ------------------

ADDITIONAL INVESTMENT LIMITATIONS
- ---------------------------------

In addition to the investment limitations disclosed in the
Prospectus, the Fund is subject to the following investment limitations which
may be changed only by a vote of the holders of a majority of the Fund's
outstanding shares (as defined under "Miscellaneous" in the Prospectus).

The Fund may not:

1. Make short sales of securities or purchase securities
on margin, except to obtain short-term credits as necessary for the clearance
of security transactions in accordance with its investment objective.

3. Purchase or sell real estate or real estate limited
partnership interests, except to invest in securities or interests of companies
which invest in real estate.

4. Purchase or sell commodities or commodity contracts
or invest in oil, gas, or other mineral exploration or development programs and
oil, gas and mineral leases, except to the extent appropriate to its investment
objective, invest in securities

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<PAGE> 190
issued by companies which purchase or sell financial commodity contracts or
invest in real estate.

5. Invest in any issuer for the purpose of exercising
control.

6. Pledge, mortgage or hypothecate assets, except to
secure borrowings permitted by the Fund's investment limitations in aggregate
amounts not to exceed 33-1/3% of the Fund's total assets taken at current value
at the time of the incurrence of such loan.

7. Acquire more than 10% of the voting securities of any
one issuer, provided that this limitation shall apply only as to 75% of the
Fund's net assets.

8. Purchase securities of other investment companies,
except as permitted by the Investment Company Act of 1940 and the rules and
regulations thereunder.

9. Issue senior securities (as defined in the Investment
Company Act of 1940), except in connection with permitted borrowings as
described above or as permitted by rule, regulation or order of the Securities
and Exchange Commission.

The following limitations are considered non-fundamental and
therefore may be changed without a shareholder vote.

The Fund may not purchase puts, calls, options or combinations
thereof, except that the Fund may purchase puts as described in its prospectus.

The Fund may not invest in illiquid securities in an amount
exceeding, in the aggregate, 15% of its net assets.

The foregoing percentages will apply at the time of purchase
of a security.

* * * * *

In addition, so long as the Fund is offering and selling its
shares in the State of Texas , it may not: (i) invest more than 5% of its net
assets in warrants (including within that amount but not to exceed 2%,
warrants that are not listed on the New York or American Stock Exchange), (ii)
invest in oil, gas or other mineral leases, or (iii) invest in real estate
limited partnership interests.

-9-
<PAGE> 191
SPECIAL CONSIDERATIONS REGARDING INVESTMENT IN PENNSYLVANIA BONDS
- -----------------------------------------------------------------

Potential shareholders should consider the fact that the
Fund's portfolio consists primarily of securities issued by the Commonwealth of
Pennsylvania (the "Commonwealth"), its municipalities and authorities and
should realize that the Fund's performance is closely tied to general economic
conditions within the Commonwealth as a whole and to economic conditions within
particular industries and geographic areas located within the Commonwealth.

Although the General Fund of the Commonwealth (the principal
operating fund of the Commonwealth) experienced deficits in fiscal 1990 and
1991, tax increases and spending deceases have resulted in surpluses the last
four years; as of June 30, 1994, the General Fund had a surplus of $892.9
million. The deficit in the Commonwealth's unreserved/undesignated funds also
has been eliminated, and there was a surplus of $79.2 million as of June 30,
1994.

-10-
<PAGE> 192
legislation implementing the judgment. In 1992, a new action in mandamus was
filed seeking to compel the Commonwealth to comply with the original decision;
(iii) litigation was filed in both state and federal court by an association of
rural and small schools and several individual school districts and parents
challenging the constitutionality of the Commonwealth's system for funding
local school districts -- the federal case has been stayed pending the
resolution of the state case, and the state case is in the pre-trial stage, and
(iv) Envirotest/Synterra Partners ("Envirotest") filed suit against the
Commonwealth asserting that it sustained damages in excess of $350 million, as
a result of investments it made in reliance on a contract to conduct emissions
testing before the emission testing program was suspended. Envirotest has
entered into a Standstill Agreement with the Commonwealth pursuant to which the
parties will attempt to resolve Envirotest's claims.

Although there can be no assurance that such conditions will
continue, the Commonwealth's general obligation bonds are currently rated AA-
by S&P and A1 by Moody's and Philadelphia's and Pittsburgh's general obligation
bonds are currently rated BBB- and BBB+, respectively, by S&P and Baa and Baa1,
respectively, by Moody's.

The City of Philadelphia (the "City") experienced a series of
General Fund deficits for fiscal years 1988 through 1992 and, while its general
financial situation has improved, the City is still seeking a long-term
solution for its economic difficulties. The audited balance of the City's
General Fund as of June 30, 1994 was a surplus of $15.4 million, and
preliminary unaudited financial statements as of June 30, 1995 project a
surplus of approximately $59.6 million.

In recent years an authority of the Commonwealth, the
Pennsylvania Intergovernmental Cooperation Authority ("PICA"), has issued
approximately $1.4 billion of Special Revenue Bonds on behalf of the City to
cover budget shortfalls, to eliminate projected deficits and to fund capital
spending. As one of the conditions of issuing bonds on behalf of the City,
PICA exercises oversight of the City's finances. The City is currently
operating under a five year plan approved by PICA in 1995. PICA's power to
issue further bonds to finance capital projects expired on December 31, 1994.
PICA may continue to issue bonds to finance cash flow deficits until December
31, 1996, and its authority to refund existing debt will not expire.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
----------------------------------------------
Shares in the Trust are sold on a continuous basis by 440
Financial Distributors, Inc. (the "Distributor"), which has agreed to use
appropriate efforts to solicit all purchase orders. The

-11-
<PAGE> 193
issuance of shares is recorded on the books of the Trust. To change the
commercial bank or account designated to receive redemption proceeds, a written
request must be sent to National City Investments Corporation at its principal
office. Such requests must be signed by each shareholder, with each signature
guaranteed by a U.S. commercial bank or trust company or by a member firm of a
national securities exchange. Guarantees must be signed by an authorized
signatory and "Signature Guaranteed" must appear with the signature. National
City Investments Corporation may request further documentation from
corporations, executors, administrators, trustees or guardians, and will accept
other suitable verification arrangements from foreign investors, such as
consular verification.

The Trust may suspend the right of redemption or postpone the
date of payment for more than seven days for shares during any period when:
(a) trading on the Exchange is restricted by applicable rules and regulations
of the SEC; (b) the Exchange is closed for other than customary weekend and
holiday closings; (c) the SEC has by order permitted such suspension; or (d) an
emergency exists as determined by the SEC.

There is no sales load charged on shares acquired through the
reinvestment of dividends or distributions on such shares.

For the fiscal year ended April 30, 1996, sales loads paid by
shareholders of the Predecessor Fund totalled $______.

Automatic investment programs such as the monthly savings
program ("Program") described in the Prospectus permit an investor to use
"dollar cost averaging" in making investments. Under this Program, an agreed
upon fixed dollar amount is invested in Fund shares at predetermined intervals.
This may help investors to reduce their average cost per share because the
Program results in more shares being purchased during periods of lower share
prices and fewer shares during periods of higher share prices. In order to be
effective, dollar cost averaging should usually be followed on a sustained,
consistent basis. Investors should be aware, however, that dollar cost
averaging results in purchases of shares regardless of their price on the day
of investment or market trends and does not ensure a profit, protect against
losses in a declining market, or prevent a loss if an investor ultimately
redeems his shares at a price which is lower than their purchase price. An
investor may want to consider his financial ability to continue purchases
through periods of low price levels. From time to time, in advertisements,
sales literature, communications to shareholders and other materials
("Materials"), the Trust may illustrate the effects of dollar cost averaging
through use of or comparison to an index such as the Lehman Five-Year Index

-12-
<PAGE> 194
OFFERING PRICE PER RETAIL SHARE OF THE FUND

PENNSYLVANIA MUNICIPAL FUND
---------------------------

<TABLE>
<S> <C>
Net Assets of Retail Shares . . . . . . . . . . . . . . . . . . . . . . . . $

Outstanding Retail Shares . . . . . . . . . . . . . . . . . . . . . . . . .

Net Asset Value Per Share
($________ + _________) . . . . . . . . . . . . . . . . . . . . . . . . . . $

Sales Charge, 3.00% of
offering price (3.08% of net
asset value per share) . . . . . . . . . . . . . . . . . . . . . . . . . . $

Offering to Public . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
</TABLE>

EXCHANGE PRIVILEGE
- ------------------

By use of the exchange privilege, the Investor authorizes the
Trust's Transfer Agent or his financial institution to act on telephonic or
written instructions from any person representing himself to be the shareholder
and believed by the Transfer Agent or the financial institution to be genuine.
The Investor or his financial institution must notify the Transfer Agent of his
prior ownership of Retail shares and account number. The Transfer Agent's
records of such instructions are binding.

DESCRIPTION OF SHARES
---------------------

-13-
<PAGE> 195
rights, voting powers, restrictions, limitations as to dividends,
qualifications, and terms and conditions of redemption. Pursuant to such
authority, the Board of Trustees has authorized the issuance of 32 classes or
series of shares. Two of these classes or series, which represent interests in
the Pennsylvania Municipal Fund (Class T and Class T-Special Series 1), are
described in this Statement of Additional Information and the related
Prospectus.

Shares have no preemptive rights and only such conversion or
exchange rights as the Board of Trustees may grant in its discretion. When
issued for payment as described in the Prospectus, the Trust's shares will be
fully paid and non-assessable. In the event of a liquidation or dissolution of
the Trust or an individual Fund, shareholders of a Fund are entitled to receive
the assets available for distribution belonging to the particular Fund, and a
proportionate distribution, based upon the relative asset values of the
respective Fund, of any general assets of the Trust not belonging to any
particular Fund which are available for distribution.

-14-
<PAGE> 196
their net asset value and which may be paid in cash or by distribution of the
securities or other consideration received from the sale and conveyance; (b)
sell and convert an investment fund's assets into money and, in connection
therewith, to cause all outstanding shares of such fund involved to be redeemed
at their net asset value; or (c) combine the assets belonging to an investment
fund with the assets belonging to another investment fund of the Trust, if the
Board of Trustees reasonably determines that such combination will not have a
material adverse effect on shareholders of any fund participating in such
combination, and, in connection therewith, to cause all outstanding shares of
any fund to be redeemed at their net asset value or converted into shares of
another class of the Trust's shares at net asset value. In the event that
shares are redeemed in cash at their net asset value, a shareholder may receive
in payment for such shares an amount that is more or less than his original
investment due to changes in the market prices of the Fund's securities. The
exercise of such authority by the Board of Trustees will be subject to the
provisions of the 1940 Act, and the Board of Trustees will not take any action
described in this paragraph unless the proposed action has been disclosed in
writing to the fund's shareholders at least 30 days prior thereto.

ADDITIONAL INFORMATION CONCERNING TAXES
---------------------------------------

As described above and in the Prospectus, the Fund is designed
to provide investors with tax-exempt interest income. The Fund is not intended
to constitute a balanced investment program and is not designed for investors
seeking capital appreciation or maximum tax-exempt income irrespective of
fluctuations in principal. Shares of the Fund would not be suitable for
tax-exempt institutions and may not be suitable for retirement plans qualified
under Section 401 of the Code, H.R. 10 plans and IRAs, because such plans and
accounts are generally tax-exempt and, therefore, would not gain any additional
benefit from the Fund's dividends being tax-exempt.

-15-
<PAGE> 197
taxable year, at the close of each taxable quarter at least 50% of the
aggregate value of its portfolio must consist of tax-exempt obligations. An
exempt-interest dividend is any dividend or part thereof (other than a capital
gain dividend) paid by a Fund and designated as an exempt-interest dividend in
a written notice mailed to shareholders not later than 60 days after the close
of the Fund's taxable year. However, the aggregate amount of dividends so
designated by a Fund cannot exceed the excess of the amount of interest exempt
from tax under Section 103 of the Code received by the Fund during the taxable
year over any amounts disallowed as deductions under Sections 265 and 171(a)(2)
of the Code. The percentage of total dividends paid by a Fund with respect to
any taxable year which qualifies as federal exempt-interest dividends will be
the same for all shareholders receiving dividends from the Fund with respect to
such year.

The Fund does not expect to realize long-term capital gains
and, therefore, does not expect to distribute any capital gain dividends.

Shareholders are advised to consult their tax advisers with
respect to whether exempt-interest dividends would retain the exclusion under
Section 103(a) if the shareholder would be treated as a "substantial user" or a
"related person" to such user with respect to facilities financed through any
of the tax-exempt obligations held by the Fund. A "substantial user" is
defined under U.S. Treasury Regulations to include a non-exempt person who
regularly uses a part of such facilities in his trade or business and whose
gross revenues derived with respect to the facilities financed by the issuance
of bonds are more than 5% of the total revenues derived by all users of such
facilities, who occupies more than 5% of the usable area of such facilities or
for whom such facilities or a part thereof were specifically constructed,
reconstructed or acquired. A "related person" includes certain related natural
persons, affiliated corporations, partners and partnerships, and S corporations
and their shareholders.

Interest on indebtedness incurred by a shareholder to purchase
or carry Fund shares generally is not deductible for federal income tax
purposes if the Fund distributes exempt-interest dividends during the
shareholder's taxable year. In addition, if a shareholder holds Fund shares
for six months or less, any loss on the sale or exchange of those shares will
be disallowed to the extent of the amount of exempt-interest dividends received
with respect to the shares. The Treasury Department, however, is authorized to
issue regulations reducing the six months holding requirement to a period of
not less than the greater of 31 days or the period between regular dividend
distributions where the investment company regularly distributes at least 90%
of its net tax-exempt interest. No such regulations had been issued as of the
date of this Statement of Additional Information.

-16-
<PAGE> 198
The Fund will be treated as a separate corporate entity under
the Code and intends to qualify as a regulated investment company. In order to
qualify for tax treatment as a regulated investment company under the Code,
the Fund must satisfy, in addition to the distribution requirement described in
the Prospectus and above, certain requirements with respect to the source of
its income during a taxable year. At least 90% of the gross income of the
Fund must be derived from dividends, interest, payments with respect to
securities loans, gains from the sale or other disposition of stocks,
securities or foreign currencies, and other income (including, but not limited
to, gains from options, futures, or forward contracts) derived from the Fund's
business of investing in such stock, securities or currencies. The Treasury
Department may by regulation exclude from qualifying income foreign currency
gains which are not directly related to the Fund's principal business of
investing in stock or securities, or options and futures with respect to stock
or securities. Any income derived by the Fund from a partnership or trust is
treated for this purpose as derived from the Fund's business of investing in
stock, securities or currencies only to the extent that such income is
attributable to items of income which would have been qualifying income if
realized by the Fund in the same manner as by the partnership or trust.

Another requirement for qualification as a regulated
investment company under the Code is that less than 30% of the Fund's gross
income for a taxable year must be derived from gains realized on the sale or
other disposition of the following investments held for less than three months:
(1) stock and securities (as defined in Section 2(a)(36) of the 1940 Act); (2)
options, futures and forward contracts other than those on foreign currencies;
and (3) foreign currencies (and options, futures and forward contracts on
foreign currencies) that are not directly related to the Fund's principal
business of investing in stock and securities (and options and futures with
respect to stocks and securities). Interest (including original issue discount
and accrued market discount) received by a Fund upon maturity or disposition
of a security held for less than three months will not be treated as gross
income derived from the sale or other disposition of such security within the
meaning of this requirement. However, any other income which is attributable
to realized market appreciation will be treated as gross income from the sale
or other disposition of securities for this purpose.

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<PAGE> 199
to the extent of the capital gain dividends received with respect to the
shares.

A 4% non-deductible excise tax is imposed on regulated
investment companies that fail to currently distribute an amount equal to
specified percentages of their ordinary taxable income and capital gain net
income (excess of capital gains over capital losses). The Fund intends to
make sufficient distributions or deemed distributions of its ordinary taxable
income and capital gain net income each calendar year to avoid liability for
this excise tax.

The Fund may be required in certain cases to withhold and
remit to the United States Treasury 31% of taxable dividends or gross proceeds
realized upon sale paid to shareholders who have failed to provide a correct
tax identification number in the manner required, who are subject to
withholding by the Internal Revenue Service for failure to properly include on
their return payments of taxable interest or dividends, or who have failed to
certify to the Fund when required to do so that they are not subject to backup
withholding or that they are "exempt recipients."

TRUSTEES AND OFFICERS
---------------------

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<PAGE> 200
(formerly, The Shareholder Services Group, Inc., d/b/a 440 Financial), which
receives fees as Transfer Agent to the Trust.

The following table summarizes the compensation for each of
the Trustees of the Trust for the fiscal year ended May 31, 1996:

<TABLE>
<CAPTION>
Pension or
Retirement
Benefits Accrued Estimated Total
Aggregate as Part of Approval Compensation
Name of Compensation the Trust's Benefits from the
Person, Position from the Trust Expenses Upon Retirement Trust
---------------- -------------- -------- --------------- -----
<S> <C> <C> <C> <C>
Richard B. Tullis, Chairman $13,000 $0 $0 $13,000
Thomas R. Benua, Jr., Trustee $11,375 $0 $0 $11,375

Leigh Carter, Trustee $11,375 $0 $0 $11,375

John F. Durkott, Trustee $11,375 $0 $0 $11,375
Richard W. Furst, Trustee $11,375 $0 $0 $11,375

J. William Pullen, Trustee $11,375 $0 $0 $11,375
Robert D. Neary, Trustee $0 $0 $0 $0
</TABLE>

SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------

-19-
<PAGE> 201
obligation of the Trust, and shall satisfy any judgment thereon. Thus, the
risk of a shareholder incurring financial loss on account of shareholder
liability is limited to circumstances in which the Trust itself would be unable
to meet its obligations.

The Declaration of Trust states further that no trustee,
officer, or agent of the Trust shall be personally liable for or on account of
any contract, debt, tort, claim, damage, judgment or decree arising out of or
connected with the administration or preservation of the trust estate or the
conduct of any business of the Trust; nor shall any trustee be personally
liable to any person for any action or failure to act except by reason of his
own bad faith, willful misfeasance, gross negligence, or reckless disregard of
his duties as trustee. The Declaration of Trust also provides that all persons
having any claim against the trustees or the Trust shall look solely to the
trust property for payment. With the exceptions stated, the Declaration of
Trust provides that a trustee is entitled to be indemnified against all
liabilities and expense, reasonably incurred by him in connection with the
defense or disposition of any proceeding in which he may be involved or with
which he may be threatened by reason of his being or having been a trustee, and
that the trustees, have the power, but not the duty, to indemnify officers and
employees of the Trust unless any such person would not be entitled to
indemnification had he been a trustee.

ADVISORY, SUB-ADVISORY, ADMINISTRATION, DISTRIBUTION,
CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS
-----------------------------------------------------

ADVISORY AND SUB-ADVISORY AGREEMENTS
- ------------------------------------

National City serves as investment adviser to the Fund, as
described in the Prospectus. The adviser is an affiliate of National City
Corporation, a bank holding company with $32 billion in assets, and
headquarters in Cleveland, Ohio and nearly 600 branch offices in three states.
Through its subsidiaries, National City Corporation has been managing
investments for individuals, pension and profit-sharing plans and other
institutional investors for over 75 years and currently manages over $30
billion in assets. From time to time, the advisers may voluntarily waive fees
or reimburse the Trust for expenses.

For the fiscal year ended April 30, 1996 and 1995, Integra
Trust Company ("Integra"), the investment adviser to the Predecessor Fund,
earned advisory fees of $________ and $128,093, and Integra waived fees in the
amount of $________ and $39,805, respectively.

The Advisory Agreement provides that the adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the performance

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<PAGE> 202
of the Advisory 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 adviser in the performance of its duties or from reckless disregard by
it of its duties and obligations thereunder. In addition, the adviser has
undertaken in the Advisory Agreement to maintain its policy and practice of
conducting its Trust Department independently of its Commercial Department.

The Advisory Agreement was approved by the sole shareholder
prior to the commencement of operations. Unless sooner terminated, the
Advisory Agreement will continue in effect until September 30, 1997 and from
year to year thereafter, subject to annual approval by the Trust's Board of
Trustees, or by a vote of a majority of the outstanding shares of the Fund (as
defined in the Prospectus) and a majority of the trustees who are not parties
to the Agreement or interested persons (as defined in the 1940 Act) of any
party by votes cast in person at a meeting called for such purpose. The
Advisory Agreement may be terminated by the Trust or the advisers on 60 days
written notice, and will terminate immediately in the event of its assignment.

Weiss, Peck & Greer, L.L.C. (the "Sub-Adviser"), with
principal offices at One New York Plaza, New York, New York 10004, serves as
Sub-Adviser to the Fund. The Sub-Adviser is a professional investment
counselling firm that provides investment services to investment companies and
other entities.

If expenses borne by the Fund in any fiscal year exceed
expense limitations imposed by applicable state securities regulations, the
Fund's adviser will reimburse the Trust for any such excess to the extent
described in any written undertaking provided by the advisers to such state.
To the Trust's knowledge, as of the date of this Statement of Additional
Information, the most restrictive expense limitation applicable to the Trust
provides that annual expenses (as defined by statute) may not exceed 2.5% of
the first $30 million, 2% of the next $70 million and 1.5% of the remaining
average net assets of the Fund. Such amount, if any, will be estimated,
reconciled and paid on a monthly basis. The fees banks may charge to customers
for services provided in connection with their investments in the Trust are not
covered by the state securities expense limitations described above.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
- ------------------------------------------------

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<PAGE> 203
Corporation, served as administrator to the Predecessor Fund and earned the
following fees: $_______ and $23,985, respectively, and waived fees of $______
and $19,188, respectively.

DISTRIBUTION PLAN AND RELATED AGREEMENT
- ---------------------------------------

The Distributor acts as distributor of the Fund's shares
pursuant to its Distribution Agreement with the Trust as described in the
Prospectus. Shares are sold on a continuous basis.

Pursuant to Rule 12b-1 of the 1940 Act, the Trust has adopted
a Distribution Plan (the "Plan") which permits the Trust to bear certain
expenses in connection with the distribution of its shares. As required by
Rule 12b-1, the Trust's 12b-1 Plan and related distribution agreement have been
approved, and are subject to annual approval, by a majority of the Trust's
Board of Trustees, and by a majority of the trustees who are not interested
persons of the Trust and have no direct or indirect interest in the operation
of the Plan or any agreement relating to the Plan, by vote cast in person at a
meeting called for the purpose of voting on the Plan and related agreement. In
compliance with the Rule, the trustees requested and evaluated information they
thought necessary to make an informed determination of whether the Plan and
related agreement should be implemented, and concluded, in the exercise of
their reasonable business judgment and in light of their fiduciary duties, that
there is a reasonable likelihood that the Plan and related agreement will
benefit the Trust and its shareholders.

Any change in the Plan that would materially increase the
distribution expenses of the Fund requires approval by its shareholders, but
otherwise, the Plan may be amended by the trustees, including a majority of the
disinterested trustees who do not have any direct or indirect financial
interest in the Plan or related agreement. The Plan and related agreement may
be terminated by a vote of the Trust's disinterested trustees or by vote of
the shareholders of the Fund, on not more than 60 days written notice. The
selection and nomination of disinterested trustees has been committed to the
discretion of such disinterested trustees as required by the Rule.

The Trust's Plan provides that each Fund will reimburse the
Distributor for distribution expenses in an amount not to exceed .10% of such
fund's average net assets. Distribution expenses payable by the Distributor
pursuant to the Plan include direct and indirect costs and expenses incurred in
connection with

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<PAGE> 204
advertising and marketing a fund's shares, and direct and indirect costs and
expenses of preparing, printing and distributing its prospectuses to other than
current shareholders. In addition, the Plan provides that the Trust will pay
the Distributor an annual distribution fee of $250,000 payable monthly and
accrued daily by all of the Trust's investment funds with respect to which the
Distributor is distributing shares.

Class A Shares of the Predecessor Fund were subject to a plan
adopted pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). The Plan
provided for reimbursement to the Predecessor Fund's distributor of the Fund's
distribution expenses, including (1) the cost of prospectuses, reports to
shareholders, sales literature and other materials for potential investors; (2)
advertising; (3) expenses incurred in connection with the promotion and sale of
Inventor's shares including the distributor's expenses for travel,
communication compensation and benefits for sales personnel; and (4) any other
expenses reasonably incurred in connection with the distribution and marketing
of Class A shares subject to approval by a majority of disinterested directors
of Inventor. For the years ended April 30, 1996 and 1995, the Fund paid
$______ and $0 in 12b-1 fees.

CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS
- -------------------------------------------------

National City Bank also serves as the Trust's custodian with
respect to the Fund. Under its Custodian Services Agreement, National City
Bank has agreed to: (i) maintain a separate account or accounts in the name of
the Fund; (ii) hold and disburse portfolio securities on account of the Fund;
(iii) collect and make disbursements of money on behalf of the Fund; (iv)
collect and receive all income and other payments and distributions on account
of the Fund's portfolio securities; (v) respond to correspondence by security
brokers and others relating to its duties; and (vi) make periodic reports to
the Board of Trustees concerning the Fund's operations. National City Bank is
authorized to select one or more banks or trust companies to serve as
sub-custodian on behalf of the Fund, provided that it shall remain responsible
for the performance of all of its duties under the Custodian Services
Agreement and shall hold the Fund harmless from the acts and omissions of any
bank or trust company serving as sub-custodian. The Fund reimburses National
City Bank for its direct and indirect costs and expenses incurred in rendering
custodial services, except that the costs and expenses borne by the

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<PAGE> 205
Fund in any year may not exceed $.225 for each $1,000 of average gross assets
of the Fund.

SHAREHOLDER SERVICES PLAN
-------------------------

As stated in the Prospectus, the Trust has implemented the
Shareholder Services Plan (the "Services Plan") with respect to the Retail
shares in the Fund. Pursuant to the Services Plan, the Trust may enter into
agreements with financial institutions pertaining to the provision of
administrative services to their customers who are the beneficial owners of
Retail shares in consideration for the payment of up to .10% (on an annualized
basis) of the net asset value of such shares. Such services may include: (i)
aggregating and processing purchase and redemption requests from customers;
(ii) providing customers with a service that invests the assets of their
accounts in Retail shares; (iii) processing dividend payments from the Fund;
(iv) providing information periodically to customers showing their position in
Retail shares; (v) arranging for bank wires; (vi) responding to customer
inquiries relating to the services performed with respect to Retail shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust. Agreements between
the Trust and financial institutions will be terminable at any time by the
Trust without penalty.

PORTFOLIO TRANSACTIONS
----------------------

Pursuant to the Sub-Advisory Agreement with National City, the
Sub-Adviser is responsible for, makes decisions with respect to and places
orders for all purchases and sales of

-24-
<PAGE> 206
portfolio securities for the Fund. The Sub-Adviser purchases portfolio
securities either directly from the issuer or from an underwriter or dealer
making a market in the securities involved. Purchases from an underwriter of
portfolio securities include a commission or concession paid by the issuer to
the underwriter and purchases from dealers serving as market makers may include
the spread between the bid and asked price. Transactions on stock exchanges
involve the payment of negotiated brokerage commissions. There is generally no
stated commission in the case of securities traded in the over-the-counter
market, but the price includes an undisclosed commission or mark-up.

For the fiscal year ended April 30, 1996, the Predecessor Fund
did not pay any brokerage commissions.

While the Sub-Adviser generally seeks competitive spreads or
commissions, it may not necessarily allocate each transaction to the
underwriter or dealer charging the lowest spread or commission available on the
transaction. Allocation of transactions, including their frequency, to various
dealers is determined by the Sub-Adviser in its best judgment and in a manner
deemed fair and reasonable to shareholders. The primary consideration is
prompt execution of orders in an effective manner at the most favorable price.
Subject to this consideration, dealers who provide supplemental investment
research to the Sub-Adviser may receive orders for transactions by the Fund.
Information so received is in addition to and not in lieu of services required
to be performed by the Sub-Adviser and does not reduce the fees payable to it
by the Fund. Such information may be useful to the Sub-Adviser in serving both
the Trust and other clients, and, similarly, supplemental information obtained
by the placement of business of other clients may be useful to the Sub-Adviser
in carrying out its obligations to the Trust.

Fund securities will not be purchased from or sold to the
Fund's adviser, Sub-Adviser, the Distributor, or any "affiliated person" (as
such term is defined under the 1940 Act) of any of them acting as principal,
except to the extent permitted by the SEC. In addition, the Fund will not give
preference to its Sub-Adviser's or adviser's correspondents with respect to
such transactions, securities, savings deposits, repurchase agreements and
reverse repurchase agreements.

While serving as adviser to the Trust, National City has
agreed to maintain its policy and practice of conducting its Trust department
independently of its Commercial Department. In making investment
recommendations for the Trust, Trust Department personnel will not inquire or
take into consideration whether the issuer of securities proposed for purchase
or sale for the Trust's account are customers of the Commercial Department. In
dealing with commercial customers, the Commercial Department will not

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<PAGE> 207
inquire or take into consideration whether securities of those customers are
held by the Trust.

Investment decisions for the Fund are made independently from
those for the other funds of the Trust and for other investment companies and
accounts advised or managed by the adviser and Sub-Adviser. Such other funds,
investment companies and accounts may also invest in the same securities as the
Fund. When a purchase or sale of the same security is made at substantially
the same time on behalf of the Fund and another investment company or account,
the transaction will be averaged as to price, and available investments
allocated as to amount, in a manner which the Sub-Adviser believes to be
equitable to the Fund and such other investment company or account. In some
instances, this investment procedure may adversely affect the price paid or
received by the Fund or the size of the position obtained or sold by the Fund.
To the extent permitted by law, the Sub-Advisers may aggregate the securities
to be sold or purchased for the Fund with those to be sold or purchased for
other investment companies or accounts in order to obtain best execution.

AUDITORS
--------

Ernst & Young LLP, independent auditors, with offices at Two
Commerce Square, 2001 Market Street, Suite 4000, Philadelphia, Pennsylvania
19103, serve as independent auditors of the Trust.

COUNSEL
-------

YIELD AND PERFORMANCE INFORMATION
---------------------------------

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<PAGE> 208
a-b (6)
Yield = 2 [(----) - 1]
cd+1

Where: a = dividends and interest earned during the
period.

b = expenses accrued for the period (net of
reimbursements).

c = the average daily number of shares
outstanding during the period that were
entitled to receive dividends.

d = maximum offering price per share on the last
day of the period.

The Fund calculates interest earned on debt obligations held
in its portfolio by computing the yield to maturity of each obligation held by
it based on the market value of the obligation (including actual accrued
interest) at the close of business on the last business day of each 30-day
period, or, with respect to obligations purchased during the 30-day period, the
purchase price (plus actual accrued interest) and dividing the result by 360
and multiplying the quotient by the market value of the obligation (including
actual accrued interest) in order to determine the interest income on the
obligation for each day of the subsequent 30-day period that the obligation is
in the Fund. The maturity of an obligation with a call provision is the next
call date on which the obligation reasonably may be expected to be called or,
if none, the maturity date.

Interest earned on tax-exempt obligations that are issued
without original issue discount and have a current market discount is
calculated by using the coupon rate of interest instead of the yield to
maturity. In the case of tax-exempt obligations that are issued with original
issue discount but which have discounts based on current market value that
exceed the then-remaining portion of the original issue discount (market
discount), the yield to maturity is the imputed rate based on the original
issue discount calculation. On the other hand, in the case of tax-exempt
obligations that are issued with original issue discount but which have
discounts based on current market value that are less than the then-remaining
portion of the original issue discount (market premium), the yield to maturity
is based on the market value.

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<PAGE> 209
(variable "d" in the formula). Undeclared earned income is the net investment
income which, at the end of the 30-day base period, has not been declared as a
dividend, but is reasonably expected to be and is declared as a dividend
shortly thereafter. For applicable sales charges, see "How to Purchase and
Redeem Shares -- Sales Charges Applicable to Purchases of Retail Shares" in the
Prospectus.

The "tax-equivalent yield" is computed by dividing the
portion of its yield (calculated as above) that is exempt from federal income
tax by one minus a stated federal income tax rate and adding that figure to
that portion, if any, of the Fund's yield that is not exempt from federal
income tax.

For the 30-day period ended April 30, 1996, the yield of the
Predecessor Fund was ____%. The tax equivalent (assuming a 39.6% federal tax
rate and a ___% Pennsylvania tax rate) for the same period was ____%.

The Fund computes the average annual total returns by
determining the average annual compounded rate of return during specified
periods that would equate the initial amount invested to the ending redeemable
value of such investment by dividing the ending redeemable value of a
hypothetical $1,000 initial payment by $1,000 and raising the quotient to a
power equal to one divided by the number of years (or fractional portion
thereof) covered by the computation and subtracting one from the result. This
calculation can be expressed as follows:

ERV 1/n
T = [(-----) - 1]
P

Where: T = average annual total return

ERV = ending redeemable value at the end of the
period covered by the computation of a
hypothetical $1,000 payment made at the
beginning of the period

P = hypothetical initial payment of $1,000

n = period covered by the computation, expressed
in terms of years

The Fund computes its aggregate total returns by determining
its aggregate rates of return during specified periods that likewise equate the
initial amount invested to the ending redeemable value of such investment. The
formula for calculating aggregate total return is as follows:

-28-
<PAGE> 210
ERV
(-----) -1
P

The calculations of average annual total return and aggregate
total return assume the reinvestment of all dividends and capital gain
distributions on the reinvestment dates during the period and include all
recurring fees charged to all shareholder accounts, assuming an account size
equal to the Fund's mean (or median) account size for any fees that vary with
the size of the account. The maximum sales load and other charges deducted
from payments are deducted from the initial $1,000 payment (variable "P" in the
formula). The ending redeemable value (variable "ERV" in each formula) is
determined by assuming complete redemption of the hypothetical investment and
the deduction of all nonrecurring charges at the end of the measuring period
covered by the computation.

The average annual total returns for the one-year period
ending April 30, 1996 for the Predecessor Fund were ____% (after taking into
account the sales load) and ____% (without taking into account any sales load).
The average annual total returns since the Fund's commencement of operations
through April 30, 1996 were ____% (after taking into account the sales load)
and ____% (without taking into account any sales load). The Fund commenced
investment operations on August 10, 1994.

The Fund may also from time to time include in Materials a
total return figure that is not calculated according to the formulas set forth
above in order to compare more accurately the Fund's performance with other
measures of investment return. For example, in comparing the Fund's total
return with data published by Lipper Analytical Services, Inc., CDA Investment
Technologies, Inc. or Weisenberger Investment Company Service, or with the
performance of an index, the Fund may calculate its aggregate total return for
the period of time specified in the advertisement or communication by assuming
the investment of $10,000 in shares and assuming the reinvestment of each
dividend or other distribution at net asset value on the reinvestment date.
Percentage increases are determined by subtracting the initial value of the
investment from the ending value and by dividing the remainder by the beginning
value. The Fund does not, for these purposes, deduct from the initial value
invested any amount representing sales charges. The Fund will, however,
disclose the maximum sales charge and will also disclose that the performance
data do not reflect sales charges and that inclusion of sales charges would
reduce the performance quoted.

The Fund may also from time to time include discussions or
illustrations of the effects of compounding in Materials. "Compounding" refers
to the fact that, if dividends or other

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<PAGE> 211
distributions on the Fund investment are reinvested by being paid in
additional Fund shares, any future income or capital appreciation of the Fund
would increase the value, not only of the original Fund investment, but also of
the additional Fund shares received through reinvestment. As a result, the
value of the Fund investment would increase more quickly than if dividends or
other distributions had been paid in cash.

In addition, the Fund may include in Materials discussions
and/or illustrations of the potential investment goals of a prospective
investor, investment management strategies, techniques, policies or investment
suitability of the Fund, high-quality investments, economic conditions, the
relationship between sectors of the economy and the economy as a whole, various
securities markets, the effects of inflation and historical performance of
various asset classes, including but not limited to, stocks, bonds and Treasury
securities. From time to time, Materials may summarize the substance of
information contained in shareholder reports (including the investment
composition of the Fund), as well as the views of the adviser and Sub-Adviser
as to current market, economic, trade and interest rate trends, legislative,
regulatory and monetary developments, investment strategies and related matters
believed to be of relevance to the Fund. The Fund may also include in
Materials charts, graphs or drawings which compare the investment objective,
return potential, relative stability and/or growth possibilities of the Fund
and/or other mutual funds, or illustrate the potential risks and rewards of
investment in various investment vehicles, including but not limited to,
stocks, bonds, Treasury securities and shares of the Fund and/or other mutual
funds. Materials may include a discussion of certain attributes or benefits
to be derived by an investment in the Fund and/or other mutual funds (such as
value investing, market timing, dollar cost averaging, asset allocation,
constant ratio transfer, automatic accounting rebalancing, the advantages and
disadvantages of investing in tax-deferred and taxable investments),
shareholder profiles and hypothetical investor scenarios, timely information
on financial management, tax and retirement planning and investment
alternatives to certificates of deposit and other financial instruments. Such
Materials may include symbols, headlines or other material which highlight or
summarize the information discussed in more detail therein.

-30-
<PAGE> 212
MISCELLANEOUS
-------------

The Trust bears all costs in connection with its organization,
including the fees of registering and qualifying its shares for distribution
under federal and state securities regulations. All organizational expenses
are amortized on the straight-line method over a period of five years from the
date of the commencement of operations.

As used in the Prospectus, "assets belonging to the Fund"
means the consideration received by the Trust upon the issuance of shares in
the Fund, together with all income, earnings, profits, and proceeds derived
from the investment thereof, including any proceeds from the sale of such
investments, any funds or payments derived from any reinvestment of such
proceeds, and a portion of any general assets of the Trust not belonging to a
particular Fund. In determining the Fund's net asset value, assets belonging
to the Fund are charged with the respective liabilities.

The following shareholders beneficially owned 5% or more of
the outstanding Retail shares of the Predecessor Fund as of May 3, 1996:

Number of Percentage of
Predecessor Fund Retail Outstanding Retail
---------------- Shares Shares
---------- -------------------
<S> <C> <C>
Sheldon & Co.(Integra-49) c/o National City 3,824,012.970 99.7%
Attn: Trust Mutual Funds
P.O. Box 94777, Loc. 5312
Cleveland, OH 44101-4777
</TABLE>

No Institutional shares of the Predecessor Fund had been
issued as of May 3, 1996.

FINANCIAL STATEMENTS

The financial statements for the Predecessor Fund for the
fiscal year ended April 30, 1996 and the periods prior thereto are contained in
the Predecessor Fund's Annual Report to Shareholders (the "Financial
Statements") which has been filed with the Securities and Exchange Commission
and is incorporated into this Statement of Additional Information by reference.
The Financial Statements and the information included in the Financial
Highlights tables for the same periods which appear in the Fund's prospectus
have been audited by _____________, independent accountants for the Predecessor
Fund, whose report thereon appears in such Annual

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<PAGE> 213
Reports. The Financial Statements in such Annual Reports have been
incorporated herein and in the Fund's Prospectus in reliance upon the report of
said firm of independent accountants given upon their authority as experts in
accounting and auditing.

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<PAGE> 214
APPENDIX A
----------

DESCRIPTION OF RATINGS

Bond Ratings
- ------------

The following summarizes the three highest rating categories
used by Standard & Poor's Ratings Group ("S&P") for bonds:

"AAA" - This is the highest rating assigned by S&P to a debt
obligation and indicates an extremely strong capacity to pay
interest and repay principal.

"AA" - Debt rated "AA" is considered to have a very strong
capacity to pay interest and repay principal and differs from
"AAA" issues only to a small degree.

"A" - Debt rated "A" has a strong capacity to pay interest and
repay principal although it is somewhat more susceptible to
the adverse effects of changes in circumstances and economic
conditions than debt in higher rated categories.

PLUS (+) OR MINUS (-) - The ratings from "AA" through "A" may
be modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

The following summarizes the three highest rating categories
used by Moody's Investors Service, Inc. ("Moody's") for bonds:

"Aaa" - Bonds that are rated "Aaa" are judged to be of the
best quality. They carry the smallest degree of investment
risk and are generally referred to as "gilt edged." Interest
payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various
protective elements are likely to change, such changes as can
be visualized are most unlikely to impair the fundamentally
strong position of such issues.

"Aa" - Bonds that are rated "Aa" are judged to be of high
quality by all standards. Together with the "Aaa" group they
comprise what are generally known as high grade bonds. They
are rated lower than the best bonds because margins of
protection may not be as large as in "Aaa" securities or
fluctuation of protective elements may be of greater amplitude
or there may be other elements

A-1
<PAGE> 215
present which make the long-term risks appear somewhat larger
than in "Aaa" securities.

"A" - Debt which is rated "A" possesses many favorable
investment attributes and is to be considered as an upper
medium grade obligation. Factors giving security to principal
and interest are considered adequate but elements may be
present which suggest a susceptibility to impairment sometime
in the future.

Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition are rated
conditionally. These are bonds secured by (a) earnings of projects under
construction, (b) earnings of projects unseasoned in operation experience, (c)
rentals which begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Parenthetical rating denotes probable
credit stature upon completion of construction or elimination of basis of
condition.

The following summarizes the three highest rating categories
used by Duff & Phelps Credit Rating Co. ("Duff & Phelps") for bonds:

"AAA" - Bonds that are rated "AAA" are of the highest credit
quality. The risk factors are considered to be negligible,
being only slightly more than for risk-free U.S. Treasury
debt.

"AA" - Bonds that are rated "AA" are of high credit quality.
Protection factors are strong. Risk is modest but may vary
slightly from time to time because of economic conditions.

"A" - Bonds rated "A" have average but adequate protection
factors. The risk factors are more variable and greater in
periods of economic stress.

To provide more detailed indications of credit quality, the
"AA" and "A" ratings may be modified by the addition of a plus (+) or minus (-)
sign to show relative standing within these major categories.

A-2
<PAGE> 216
The following summarizes the three highest rating categories
used by Fitch Investors Service, Inc. ("Fitch") for bonds:

"AAA" - Bonds are considered to be investment grade and of the
highest credit quality. The obligor has an exceptionally
strong ability to pay interest and repay principal, which is
unlikely to be affected by reasonably foreseeable events.

"AA" - Bonds are considered to be investment grade and of very
high credit quality. The obligor's ability to pay interest
and repay principal is very strong, although not quite as
strong as bonds rated "AAA". Because bonds rated in the "AAA"
and "AA" categories are not significantly vulnerable to
foreseeable future developments, short-term debt of these
issuers is generally rated "F-1+."

"A" - Bonds that are rated "A" are considered to be investment
grade and of high credit quality. The obligor's ability to
pay interest and repay principal is considered to be strong,
but may be more vulnerable to adverse changes in economic
conditions and circumstances than bonds with higher ratings.

To provide more detailed indications of credit quality, the
Fitch ratings from and including "AA" and "A" may be modified by the addition
of a plus (+) or minus (-) sign to show relative standing within these major
rating categories.

The following summarizes the three highest rating categories
used by IBCA Inc. ("IBCA") for bonds:

"AAA" - Bonds rated "AAA" are considered to have an extremely
strong capacity for repayment of debt obligations.

"AA" - Bonds rated "AA" are considered to have a very strong
capacity for timely repayment of debt, although margins of
protection may not be as large as for "AAA" issues, or
protection elements may be subject to greater fluctuation.

"A" - The bond rating "A" indicates a strong capacity to meet
debt obligations in a timely manner, although the bonds may be
more susceptible to adverse changes in the environment, or
margins of protection for the lender may be lower than for
more highly rated issues.

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<PAGE> 217
IBCA may append a rating of plus (+) or minus (-) to a rating
to denote relative status within major rating categories.

Tax-Exempt Commercial Paper Ratings
- -----------------------------------

An S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short-term in the relevant
market. The following summarizes the two highest rating categories used by S&P
for commercial paper:

"A-1" - Issue's degree of safety regarding timely payment is
strong. Those issues determined to possess extremely strong
safety characteristics are denoted "A-1+."

"A-2" - Issue's capacity for timely payment is satisfactory.
However, the relative degree of safety is not as high as for
issues designated "A-1."

Moody's commercial paper ratings are opinions of the ability
of issuers to repay punctually promissory obligations not having an original
maturity in excess of 9 months. The following summarizes the two highest
rating categories used by Moody's for commercial paper:

"Prime-2" - Issuer or related supporting institutions are
considered to have a strong capacity for repayment of
short-term promissory obligations. This will normally be
evidenced by many of the characteristics cited above but to a
lesser degree. Earnings trends and coverage ratios, while
sound, will be more subject to variation. Capitalization
characteristics, while still appropriate, may be more affected
by external conditions. Ample alternative liquidity is
maintained.

The following summarizes the two highest rating categories
used by Duff & Phelps for commercial paper:

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<PAGE> 218
"Duff 1+" - Debt possesses highest certainty of timely
payment. Short-term liquidity, including internal operating
factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.

"Duff 1" - Debt possesses very high certainty of timely
payment. Liquidity factors are excellent and supported by
good fundamental protection factors. Risk factors are minor.

"Duff 1-" - Debt possesses high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental
protection factors. Risk factors are very small.

The following summarizes the two highest rating categories
used by Fitch for commercial paper:

"F-1+" - Instruments assigned this rating are regarded as
having the strongest degree of assurance for timely payment.

"F-1" - Instruments assigned this rating reflect an assurance
of timely payment only slightly less in degree than issues
rated "F-1+."

"F-2" - Instruments assigned this rating have satisfactory
degree of assurance for timely payment, but the margin of
safety is not as great as for issues assigned "F-1+" and "F-1"
ratings.

IBCA uses the short-term ratings described under Municipal
Notes Ratings for Commercial Paper.

Municipal Notes Ratings
- -----------------------

An S&P rating reflects the liquidity concerns and market
access risks unique to notes due in three years or less. The following
summarizes the two highest rating categories used by S&P for municipal notes:

A-5
<PAGE> 219
"SP-1" - The issuers of these municipal notes exhibit very
strong or strong capacity to pay principal and interest.
Those issues determined to possess overwhelming safety
characteristics are given a plus (+) designation.

"SP-2" - The issuers of these municipal notes exhibit
satisfactory capacity to pay principal and interest.

The following summarizes the two highest rating categories
used by Moody's for short-term notes and variable rate demand obligations:

"MIG-1"/"VMIG-1" - Obligations bearing these designations are
of the best quality, enjoying strong protection by established
cash flows, superior liquidity support or demonstrated
broad-based access to the market for refinancing.

"MIG-2"/"VMIG-2" - Loans bearing this designation are of high
quality, with margins of protection ample although not so
large as in the preceding group.

Fitch uses the short-term ratings described under Commercial
Paper Ratings for municipal notes.

IBCA uses the following two highest rating categories for
short-term notes (including commercial paper):

"A1+" - These issues display the very highest quality
borrowing characteristics and are of undoubted or prime
creditworthiness.

"A1" - These issues display very strong borrowing
characteristics.

"A2" - These issues have high quality borrowing
characteristics although their ability to repay is considered
to be less than those issues rated "A1."

A-6
<PAGE> 220

ARMADA FUNDS

STATEMENT OF ADDITIONAL INFORMATION

____________, 1996

PENNSYLVANIA TAX EXEMPT FUND

This Statement of Additional Information is not a prospectus but should be read
in conjunction with the current prospectus for the above Fund of Armada Funds
(formerly "NCC Funds") (the "Trust"), dated ____________, 1996 (the
"Prospectus"). A copy of the Prospectus may be obtained by calling or writing
the Trust at 1-800-622-FUND, 4400 Computer Drive, Westborough, Massachusetts
01581.
<PAGE> 221
TABLE OF CONTENTS
-----------------

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

NET ASSET VALUE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

DIVIDENDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ADDITIONAL INFORMATION CONCERNING TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

ADVISORY, SUB-ADVISORY, ADMINISTRATION, DISTRIBUTION,
CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS . . . . . . . . . . . . . . . . . . . . . 21

SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

STANDARDIZED YIELD QUOTATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

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<PAGE> 222
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

This Statement of Additional Information should be read in
conjunction with the Prospectus of Armada Funds (the "Trust") that describes
the Pennsylvania Tax Exempt Fund (the "Fund"). The information contained in
this Statement of Additional Information expands upon matters discussed in the
Prospectus. No investment in shares of the Fund should be made without first
reading the Prospectus.

The Pennsylvania Tax-Exempt Fund commenced operations on
August 8, 1994 as a separate investment portfolio (the "Predecessor Fund") of
Inventor Funds, Inc., which was organized as a Maryland corporation. On
_______________, 1996, the Predecessor Fund was reorganized as a new portfolio
of the Trust. Prior to the reorganization, the Predecessor Fund offered and
sold shares of stock that were similar to the Trust's Retail Shares of
beneficial interest.

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES
------------------------------------------------

ADDITIONAL INFORMATION ON FUND MANAGEMENT
- -----------------------------------------

Further information on the advisers' investment management
strategies, techniques, policies and related matters may be included from time
to time in advertisements, sales literature, communications to shareholders and
other materials. See also, "Yield and Performance Information" below.

ELIGIBLE SECURITIES
- -------------------

The Fund may purchase "eligible securities" that present
minimal credit risks as determined by the Sub-Adviser pursuant to guidelines
established by the Trust's Board of Trustees. Eligible securities generally
include: (1) securities that are rated by two or more Rating Agencies (or the
only Rating Agency which has issued a rating) in one of the two highest rating
categories for short term debt securities; (2) securities that have no short
term rating, if the issuer has other outstanding short term obligations that
are comparable in priority and security as determined by the advisers
("Comparable Obligations") and that have been rated in accordance with (1)
above; (3) securities that have no short term rating, but are determined to be
of comparable quality to a security satisfying (1) or (2) above, and the issuer
does not have Comparable Obligations rated by a Rating Agency; and (4)
obligations that carry a demand feature (which will be required to satisfy
provision of applicable regulations and Fund procedures)

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<PAGE> 223
that complies with (1), (2) or (3) above, and are unconditional (i.e., readily
exercisable in the event of default) or, if conditional, either they or the
long term obligations of the issuer of the demand obligation are (a) rated by
two or more Rating Agencies (or the only Rating Agency which has issued a
rating) in one of the three highest categories for long term debt obligations,
or (b) determined by the Sub-Adviser to be of comparable quality to securities
which are so rated. The Board of Trustees will approve or ratify any purchases
by the Fund of securities that are rated by only one Rating Agency or that
qualify under (3) above for so long as required by applicable law or Fund
procedures.

MUNICIPAL BONDS
- ---------------

As described in the Prospectus, the two principal
classifications of Municipal Bonds consist of "general obligation" and
"revenue" issues, and the Fund may include "moral obligation" issues, which are
normally issued by special purpose authorities. Municipal Bonds include debt
obligations issued by governmental entities to obtain funds for various public
purposes, including the construction of a wide range of public facilities, the
refunding of outstanding obligations, the payment of general operating expenses
and the extension of loans to public institutions and facilities. Municipal
Bonds in which the Fund invests must be rated A or better by S&P or Fitch or A
or better by Moody's at the time of investment or, if unrated must be deemed by
the Sub-Adviser to have essentially the same characteristics and quality as
bonds having the above ratings. The Sub-Adviser may purchase private activity
bonds if the interest paid is excludable from federal income tax. Private
activity bonds are issued by or on behalf of states or political subdivisions
thereof to finance privately owned or operated facilities for business and
manufacturing, housing, sports, and pollution control and to finance activities
of and facilities for charitable institutions. Private activity bonds are also
used to finance public facilities such as airports, mass transit systems,
ports, parking and low income housing. The payment of the principal and
interest on private activity bonds is dependent solely on the ability of the
facility's user to meet its financial obligations and may be secured by a
pledge of real and personal property so financed.

Pennsylvania municipal securities which are payable only from
the revenues derived from a particular facility may be adversely affected by
Pennsylvania laws or regulations which make it more difficult for the
particular facility to generate revenues sufficient to pay such interest and
principal, including, among others, laws and regulations which limit the amount
of fees, rates or other charges which may be imposed for use of the facility or
which increase competition among facilities of that type or which limit or
otherwise have the effect of reducing the use of such facilities generally,
thereby reducing the revenues generated by the particular facility.
Pennsylvania municipal securities, the

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<PAGE> 224
payment of interest and principal on which is insured in whole or in part by a
Pennsylvania governmentally created fund, may be adversely affected by
Pennsylvania laws or regulations which restrict the aggregate proceeds
available for payment of principal and interest in the event of a default on
such municipal securities. Similarly, Pennsylvania municipal securities, the
payment of interest and principal on which is secured, in whole or in part, by
an interest in real property may be adversely affected by Pennsylvania laws
which limit the availability of remedies or the scope of remedies available in
the event of a default on such municipal securities. Because of the diverse
nature of such laws and regulations and the impossibility of either predicting
in which specific Pennsylvania municipal securities the Fund will invest from
time to time or predicting the nature or extent of future changes in existing
laws or regulations or the future enactment or adoption of additional laws or
regulations, it is not presently possible to determine the impact of such laws
and regulations on the securities in which the Fund may invest and, therefore,
on the shares of the Fund.

There are, of course, variations in the quality of Municipal
Bonds both within a particular classification and between classifications, and
the yields on Municipal Bonds depend upon a variety of factors, including the
financial condition of the issuer, the general conditions of the municipal bond
market, the size of a particular offering, the maturity of the obligation and
the rating of the issue. The ratings of Rating Agencies represent their
opinions as to the quality of Municipal Bonds. It should be emphasized,
however, that ratings are general and are not absolute standards of quality,
and Municipal Bonds with the same maturity, interest rate and rating may have
different yields while Municipal Bonds of the same maturity and interest rate
with different ratings may have the same yield. Subsequent to its purchase by
the Fund, an issue of Municipal Bonds may cease to be rated or its rating may
be reduced below the minimum rating required for purchase by the Fund. The
Fund's advisers will consider such an event in determining whether the Fund
should continue to hold the obligation.

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<PAGE> 225
Certain Municipal Bonds held by the Fund may be insured at the
time of issuance as to the timely payment of principal and interest. The
insurance policies will usually be obtained by the issuer of the Municipal Bond
at the time of its original issuance. In the event that the issuer defaults on
interest or principal payments, the insurer of the bond is required to make
payment to the bondholders upon proper notification. There is, however, no
guarantee that the insurer will meet its obligations. In addition, such
insurance will not protect against market fluctuations caused by changes in
interest rates and other factors. The Fund may, from time to time, invest
more than 25% of its assets in Municipal Bonds covered by insurance policies.

Municipal notes in which the Fund may invest include, but are
not limited to, general obligation notes, tax anticipation notes (notes sold to
finance working capital needs of the issuer in anticipation of receiving taxes
on a future date), revenue anticipation notes (notes sold to provide needed
cash prior to receipt of expected non-tax revenues from a specific source),
bond anticipation notes, certificates of indebtedness, demand notes and
construction loan notes. The Fund's investments in any of the notes described
above will be limited to those obligations (i) where both principal and
interest are backed by the full faith and credit of the United States, (ii)
which are rated MIG-2 or V-MIG-2 or better at the time of investment by
Moody's, (iii) which are rated SP-2 or better at the time of investment by S&P,
(iv) which are rated F-1 at the time of investment by Fitch, or (v) which, if
not rated, are of equivalent quality in the Sub-Adviser's judgment.

OTHER TAX-EXEMPT INSTRUMENTS
- ----------------------------

Tax-exempt commercial paper will be limited to investments in
obligations which are rated at least A-2 by S&P, F-2 by Fitch or Prime-2 by
Moody's at the time of investment or which are of equivalent quality as
determined by the Sub-Adviser. Other types of tax-exempt instruments which are
permissible investments for the Fund include floating rate notes. Investments
in such floating rate instruments will normally involve industrial development
or revenue bonds which provide that the rate of interest is set as a specific
percentage of a designated base rate (such as the prime rate) at a major
commercial bank, and that the Fund can demand payment of the obligation at all
times or at stipulated dates on short notice (not to exceed 30 days) at par
plus accrued interest. The Fund must use the shorter of the period required
before a Fund is entitled to prepayment under such obligations or the period
remaining until the next interest rate adjustment date for purposes of
determining the maturity. Such obligations are frequently secured by letters
of credit or other credit support arrangements provided by banks. The quality
of the underlying credit or of the bank, as the case may be, must, in the
Sub-Adviser's opinion be equivalent to the long-term bond or commercial paper
ratings stated above. The Sub-Adviser will

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<PAGE> 226
monitor the earning power, cash flow and liquidity ratios of the issuers of
such instruments and the ability of an issuer of a demand instrument to pay
principal and interest on demand. The Sub-Adviser may purchase other types of
tax-exempt instruments as long as they are of a quality equivalent to the bond
or commercial paper ratings stated above.

STAND-BY COMMITMENTS
- --------------------

The amount payable to the Fund upon its exercise of a
stand-by commitment will normally be (i) the Fund's acquisition cost of the
Municipal Bonds (excluding any accrued interest which the Fund paid on its
acquisition), less any amortized market premium or plus any amortized market or
original issue discount during the period the Fund owned the securities, plus
(ii) all interest accrued on the securities since the last interest payment
date during that period. Under normal market conditions, in determining net
asset value, the Fund values the underlying Municipal Bonds on an amortized
cost basis. Accordingly, the amount payable by a dealer upon exercise of a
stand-by commitment will normally be substantially the same as the portfolio
value of the underlying Municipal Bonds.

The Fund intends to enter into stand-by commitments only with
dealers, banks and broker-dealers which, in the Sub-Adviser's opinion, present
minimal credit risks. The Fund's reliance upon the credit of these dealers,
banks and broker-dealers will be secured by the value of the underlying
Municipal Bonds that are subject to the commitment. Thus, the risk of loss to
the Fund in connection with a stand-by commitment will not be qualitatively
different from the risk of loss faced by a person that is holding

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<PAGE> 227
securities pending settlement after having agreed to sell the securities in the
ordinary course of business.

WHEN-ISSUED SECURITIES
- ----------------------

SECURITIES OF OTHER INVESTMENT COMPANIES
- ----------------------------------------

The Fund may invest in securities issued by other investment
companies (including other investment companies advised by the adviser and
Sub-Adviser) which invest in high quality, short term debt securities and which
determine their net asset value per share based on the amortized cost or
penny-rounding method. The Fund currently intends to limit such investments
so that, as determined immediately after a securities purchase is made: (a) not
more than 5% of the value of its total assets will be invested in the
securities of any one investment company; (b) not more than 10% of the value of
its total assets will be invested in the aggregate in securities of investment
companies as a group; (c) not more than 3% of the outstanding voting stock of
any one investment company will be owned by the Fund; and (d) not more than 10%
of the outstanding voting stock of any one investment company will be owned in
the aggregate by the Fund and other investment companies advised by the adviser
and Sub-Adviser. As a shareholder of another investment company, a Fund would
bear, along with other shareholders, its pro rata portion of that company's
expenses, including advisory fees. These expenses would be in addition to the
advisory and other expenses that a Fund bears directly in

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<PAGE> 228
connection with its own operations. Investment companies in which a Fund may
invest may also impose a sales or distribution charge in connection with the
purchase or redemption of their shares and other types of commissions or
charges. Such charges will be payable by the Fund and, therefore, will be
borne indirectly by its shareholders.

TAXABLE MONEY MARKET INSTRUMENTS
- --------------------------------
The Fund may invest in various Taxable Money Market
Instruments such as bank obligations, commercial paper, repurchase agreements
and U.S. Government Obligations.

Investments include commercial paper and other short term
promissory notes issued by corporations, municipalities and other entities
(including variable and floating rate instruments).

Securities held by the Fund may be subject to repurchase
agreements. Under the terms of a repurchase agreement, the Fund purchases
securities from financial institutions such as banks and broker-dealers which
the Fund's Sub-Adviser deems creditworthy under guidelines approved by the
Board of Trustees, subject to the seller's agreement to repurchase such
securities at a mutually agreed-upon date and price. The repurchase price
generally equals the price paid by the Fund plus interest negotiated on the
basis of current short term rates, which may be more or less than the rate on
the underlying portfolio securities. The seller under a repurchase agreement
will be required to maintain the value of collateral held pursuant to the
agreement at not less than the repurchase price (including accrued interest).
If the seller were to default on its repurchase obligation or become insolvent,
the Fund holding such obligation would suffer a loss to the extent that the
proceeds from a sale of the underlying portfolio securities were less than the
repurchase price under the agreement, or to the extent that the disposition of
such securities by the Fund were delayed pending court action. Although there
is no controlling legal precedent confirming that a Fund would be entitled, as
against a claim by such seller or its receiver or trustee in bankruptcy, to
retain the underlying securities, the Board of Trustees of the Trust believes
that, under the regular procedures normally in effect for custody of a Fund's
securities subject to repurchase agreements and under federal laws, a court of
competent jurisdiction would rule in favor of the Trust if presented with the
question. Securities subject to repurchase agreements will be held

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<PAGE> 229
by the Trust's custodian or another qualified custodian or in the Federal
Reserve/Treasury book-entry system. Repurchase agreements are considered to be
loans by a Fund under the 1940 Act.

The Fund may purchase obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. Some of these obligations
are supported by the full faith and credit of the U.S. Treasury, such as
obligations issued by the Government National Mortgage Association. Others,
such as those of the Export-Import Bank of the United States, are supported by
the right of the issuer to borrow from the U.S. Treasury; others, such as those
of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; and still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the agency or instrumentality
issuing the obligation. No assurance can be given that the U.S. Government
would provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. The Fund will invest
in the obligations of such agencies or instrumentalities only when the advisers
believe that the credit risk with respect thereto is minimal.

VARIABLE AND FLOATING RATE INSTRUMENTS
- --------------------------------------

The Fund may purchase variable rate and floating rate
obligations as described in the Prospectus. The Trust's Sub-Adviser will
consider the earning power, cash flows and other liquidity ratios of the
issuers and guarantors of such notes and will continuously monitor their
financial status to meet payment on demand. In determining average weighted
portfolio maturity, a variable or floating rate instrument issued or guaranteed
by the U.S. Government or an agency or instrumentality thereof will be deemed
to have a maturity equal to the period remaining until the obligation's next
interest rate adjustment. Other variable and floating rate obligations will be
deemed to have a maturity equal to the longer or shorter of the periods
remaining to the next interest rate adjustment or the demand notice period, in
accordance with applicable Fund procedures.

Variable and floating rate obligations held by the Fund may
have maturities of more than 397 days, provided: (a) (i) the Fund is entitled
to payment of principal and accrued interest upon not more than 30 days' notice
or at specified intervals not exceeding one year (upon not more than 30 days'
notice) and (ii) the rate of interest on such instrument is adjusted
automatically at periodic intervals which normally will not exceed 31 days, but
may extend up to one year, or (b) if the obligation is an asset-backed
security, the security has a feature permitting the holder unconditionally to
receive principal and interest within 13 months of making demand.

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<PAGE> 230
ADDITIONAL INVESTMENT LIMITATIONS
- ---------------------------------

The Fund may not:

3. Purchase or sell real estate or real estate limited
partnership interests, except to invest in securities or interests of
companies which invest in real estate.

5. Invest in any issuer for the purpose of exercising
control.

7. Acquire more than 10% of the voting securities of any
one issuer, provided that this limitation shall apply only as to 75% of the
Fund's net assets.

8. Purchase securities of other investment companies,
except as permitted by the Investment Company Act of 1940 and the rules and
regulations thereunder.

-9-
<PAGE> 231

The following limitations are considered non-fundamental and
therefore may be changed without a shareholder vote. The Fund may not purchase
puts, calls, options or combinations thereof, except that the Fund may purchase
puts as described in its prospectus.

The Fund may not invest in illiquid securities in an amount
exceeding, in the aggregate, 10% of its net assets.

The foregoing percentages will apply at the time of purchase
of a security.

* * * * *

SPECIAL CONSIDERATIONS REGARDING INVESTMENT IN PENNSYLVANIA BONDS
- -----------------------------------------------------------------

Pennsylvania's economy historically has been dependent upon
heavy industry, but has diversified recently into various services,
particularly into medical and health services, education

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<PAGE> 232
and financial services. Agricultural industries continue to be an important
part of the economy, including not only the production of diversified food and
livestock products, but substantial economic activity in agribusiness and
food-related industries. Service industries currently employ the greatest
share of non-agricultural workers, followed by the categories of trade and
manufacturing. Future economic difficulties in any of these industries could
have an adverse impact on the finances of the Commonwealth or its
municipalities, and could adversely affect the market value of the Bonds in the
Pennsylvania Trust or the ability of the respective obligors to make payments
of interest and principal due on such Bonds.

Certain litigation is pending against the Commonwealth that
could adversely affect the ability of the Commonwealth to pay debt service on
its obligations including suit relating to the following matters: (i) the
American Civil Liberties Union ("ACLU") filed suit in federal court demanding
additional funding for child welfare services; the Commonwealth settled a
similar suit in the Commonwealth Court of Pennsylvania and is seeking the
dismissal of the federal suit, among other things, because of that settlement.
After its earlier denial of class certification was reversed by the Third
Circuit Court of Appeals, the district court granted class certification to the
ACLU and the parties are proceeding with discovery; (ii) in 1987, the Supreme
Court of Pennsylvania held the statutory scheme for country funding of the
judicial system to be in conflict with the constitution of the Commonwealth,
but it stayed judgment pending enactment by the legislature of funding
consistent with the opinion, and the legislature has yet to consider
legislation implementing the judgment. In 1992, a new action in mandamus was
filed seeking to compel the Commonwealth to comply with the original decision;
(iii) litigation was filed in both state and federal court by an association of
rural and small schools and several individual school districts and parents
challenging the constitutionality of the Commonwealth's system for funding
local school districts -- the federal case has been stayed pending the
resolution of the state case, and the state case is in the pre-trial stage, and
(iv) Envirotest/Synterra Partners ("Envirotest") filed suit against the
Commonwealth asserting that it sustained damages in excess of $350 million, as
a result of investments it made in reliance on a contract to conduct emissions
testing before the emission testing program was suspended. Envirotest entered
into a Standstill Agreement with the Commonwealth pursuant to which the parties
will attempt to resolve Envirotest's claims.

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<PAGE> 233
The City of Philadelphia (the "City") experienced a series of
General Fund deficits for fiscal years 1988 through 1992 and, while its general
financial situation has improved, the City is still seeking a long-term
solution for its economic difficulties. The audited balance of the City's
General Fund as of June 30, 1994 was a surplus of $15.4 million, and
preliminary unaudited financial statements as of June 30, 1995 project a
surplus of approximately $59.6 million.

In recent years, an authority of the Commonwealth, the
Pennsylvania Intergovernmental Cooperation Authority ("PICA"), has issued
approximately $1.4 billion of Special Revenue Bonds on behalf of the City to
cover budget shortfalls, to eliminate projected deficits and to fund capital
spending. As one of the conditions of issuing bonds on behalf of the City,
PICA exercises oversight of the City's finances. The City is currently
operating under a five year plan approved by PICA in 1995. PICA's power to
issue further bonds to finance capital projects expired on December 31, 1994.
PICA may continue to issue bonds to finance cash flow deficits until December
31, 1996, and its authority to refund existing debt will not expire.

NET ASSET VALUE
---------------

The Trust uses the amortized cost method to value shares in
the Fund. Pursuant to this method, a security is valued at its cost initially
and thereafter a constant amortization to maturity of any discount or premium
is assumed, regardless of the impact of fluctuating interest rates on the
market value of the security. Where it is not appropriate to value a security
by the amortized cost method, the security will be valued either by market
quotations, or by fair value as determined by the Board of Trustees. While
this method provides certainty in valuation, it may result in periods during
which value, as determined by amortized cost, is higher or lower than the price
the Fund would receive if it sold the security. The value of the portfolio
securities held by the Fund will vary inversely to changes in prevailing
interest rates. Thus, if interest rates have increased from the time a
security was purchased, such security, if sold, might be sold at a price less
than its cost. Similarly, if interest rates have declined from the time a
security was purchased, such security, if sold, might be sold at a price
greater than its purchase cost. In either instance, if the security is held to
maturity, no gain or loss will be realized.

The Fund invests only in high-quality instruments and
maintains a dollar-weighted average portfolio maturity appropriate to its
objective of maintaining a stable net asset value per share, provided that the
Fund will neither purchase any security deemed to have a remaining maturity of
more than 397 calendar days within the meaning of the 1940 Act nor maintain a
dollar-weighted average

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<PAGE> 234
portfolio maturity which exceeds 90 days. The Trust's Board of Trustees has
established procedures pursuant to rules promulgated by the SEC, that are
intended to help stabilize the net asset value per share of the Fund for
purposes of sales and redemptions at $1.00. These procedures include review by
the Board of Trustees, at such intervals as it deems appropriate, to determine
the extent, if any, to which the net asset value per share of the Fund
calculated by using available market quotations deviates from $1.00 per share.
In the event such deviation exceeds one-half of one percent, the Board of
Trustees will promptly consider what action, if any, should be initiated. If
the Board of Trustees believes that the extent of any deviation from a Fund's
$1.00 amortized cost price per share may result in material dilution or other
unfair results to investors or existing shareholders, it has agreed to take
such steps as it considers appropriate to eliminate or reduce, to the extent
reasonably practicable, any such dilution or unfair results. These steps may
include selling portfolio instruments prior to maturity; shortening the average
portfolio maturity; withholding or reducing dividends; redeeming shares in
kind; reducing the number of the Fund's outstanding shares without monetary
consideration; or utilizing a net asset value per share determined by using
available market quotations.

DIVIDENDS
---------
As stated, the Trust uses its best efforts to maintain the net
asset value per share of the Fund at $1.00. As a result of a significant
expense or realized or unrealized loss incurred by the Fund, it is possible
that the Fund's net asset value per share may fall below $1.00. Should the
Trust incur or anticipate any unusual or unexpected significant expense or loss
which would affect disproportionately the income of the Fund for a particular
period, the Board of Trustees would at that time consider whether to adhere to
the present dividend policy with respect to the Fund or to revise it in order
to address to the extent possible the disproportionate effect of such expense
or loss on the income of the Fund. Such expense or loss may result in a
shareholder's receiving no dividends for the period in which he holds shares of
the Fund and/or in his receiving upon redemption a price per share lower than
the price he paid.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
----------------------------------------------

Shares in the Trust are sold on a continuous basis by 440
Financial Distributors, Inc. (the "Distributor"), which has agreed to use
appropriate efforts to solicit all purchase orders. The issuance of shares is
recorded on the books of the Trust. To change the commercial bank or account
designated to receive redemption proceeds, a written request must be sent to an
investor's financial institution at its principal office. Such

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<PAGE> 235
requests must be signed by each shareholder, with each signature guaranteed by
a U.S. commercial bank or trust company or by a member firm of a national
securities exchange. Guarantees must be signed by an authorized signatory and
"Signature Guaranteed" must appear with the signature. An investor's financial
institution may request further documentation from corporations, executors,
administrators, trustees or guardians, and will accept other suitable
verification arrangements from foreign investors, such as consular
verification.

EXCHANGE PRIVILEGE
- ------------------
Investors may exchange all or part of their Retail shares as
described in the Prospectus. Any rights an Investor may have (or have waived)
to reduce the sales load applicable to an exchange, as may be provided in the
Fund Prospectus, will apply in connection with any such exchange. The exchange
privilege may be modified or terminated at any time upon 60 days' notice to
shareholders.

DESCRIPTION OF SHARES
---------------------

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<PAGE> 236
Fund (Class Q and Class Q - Special Series 1) are described in this Statement
of Additional Information and the related Prospectus.

Rule 18f-2 under the 1940 Act provides that any matter
required by the 1940 Act, applicable state law, or otherwise, to be submitted
to the holders of the outstanding voting securities of an investment company
such as the Trust shall not be deemed to have been effectively acted upon
unless approved by the holders of a majority of the outstanding shares of each
investment fund affected by such matter. Rule 18f-2 further provides that an
investment fund is affected by a matter unless the interests of each fund in
the matter are substantially identical or the matter does not affect any
interest of the fund. Under the Rule, the approval of an investment advisory
agreement or any change in a fundamental investment policy would be effectively
acted upon with respect to an investment fund only if approved by a majority of
the outstanding shares of such fund. However, the Rule also provides that the
ratification of the appointment of independent public accountants, the approval
of principal underwriting contracts, and the election of trustees may be
effectively acted upon by shareholders of the Trust voting without regard to a
particular fund. In addition, shareholders of each class in a particular
investment fund have equal voting rights except that only Retail shares of an
investment fund will be entitled to vote on matters submitted to a vote of
shareholders (if any) relating to shareholder servicing fees that are allocable
to such shares.

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<PAGE> 237
investment fund with the assets belonging to another investment fund of the
Trust, if the Board of Trustees reasonably determines that such combination
will not have a material adverse effect on shareholders of any fund
participating in such combination, and, in connection therewith, to cause all
outstanding shares of any fund to be redeemed at their net asset value or
converted into shares of another class of the Trust shares at net asset value.
In the event that shares are redeemed in cash at their net asset value, a
shareholder may receive in payment for such shares an amount that is more or
less than his original investment due to changes in the market prices of the
fund's securities. The exercise of such authority by the Board of Trustees
will be subject to the provisions of the 1940 Act, and the Board of Trustees
will not take any action described in this paragraph unless the proposed action
has been disclosed in writing to the fund's shareholders at least 30 days prior
thereto.

ADDITIONAL INFORMATION CONCERNING TAXES
---------------------------------------

As described above and in the Prospectus, the Fund is designed
to provide investors with tax-exempt interest income. The Fund is not intended
to constitute a balanced investment program and are not designed for investors
seeking capital appreciation or maximum tax-exempt income irrespective of
fluctuations in principal. Shares of the Fund would not be suitable for
tax-exempt institutions and may not be suitable for retirement plans qualified
under Section 401 of the Code, H.R. 10 plans and IRAs because such plans and
accounts are generally tax-exempt and, therefore, would not gain any additional
benefit from the Fund's dividends being tax-exempt.

The policy of the Fund is to pay each year as federal
exempt-interest dividends substantially all the Fund's Municipal Bond interest
income net of certain deductions. In order for the Fund to pay federal
exempt-interest dividends with respect to any taxable year, at the close of
each taxable quarter at least 50% of the aggregate value of its portfolio must
consist of tax-exempt obligations. An exempt-interest dividend is any
dividend or part thereof (other than a capital gain dividend) paid by the Fund
and designated as an exempt-interest dividend in a written notice mailed to
shareholders not later than 60 days after the close of

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<PAGE> 238
the Fund's taxable year. However, the aggregate amount of dividends so
designated by the Fund cannot exceed the excess of the amount of interest
exempt from tax under Section 103 of the Code received by the Fund during the
taxable year over any amounts disallowed as deductions under Sections 265 and
171(a)(2) of the Code. The percentage of total dividends paid by the Fund with
respect to any taxable year which qualifies as federal exempt-interest
dividends will be the same for all shareholders receiving dividends from the
Fund with respect to such year.

The Fund does not expect to realize long-term capital gains
and, therefore, does not expect to distribute any capital gain dividends.

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<PAGE> 239
income during a taxable year. At least 90% of the gross income of each Fund
must be derived from dividends, interest, payments with respect to securities
loans, gains from the sale or other disposition of stocks, securities or
foreign currencies, and other income (including, but not limited to, gains from
options, futures, or forward contracts) derived from the Fund's business of
investing in such stock, securities or currencies. The Treasury Department may
by regulation exclude from qualifying income foreign currency gains which are
not directly related to the Fund's principal business of investing in stock or
securities, or options and futures with respect to stock or securities. Any
income derived by the Fund from a partnership or trust is treated for this
purpose as derived from the Fund's business of investing in stock, securities
or currencies only to the extent that such income is attributable to items of
income which would have been qualifying income if realized by the Fund in the
same manner as by the partnership or trust.

Another requirement for qualification as a regulated
investment company under the Code is that less than 30% of a Fund's gross
income for a taxable year must be derived from gains realized on the sale or
other disposition of the following investments held for less than three months:
(1) stock and securities (as defined in Section 2(a)(36) of the 1940 Act); (2)
options, futures and forward contracts other than those on foreign currencies;
and (3) foreign currencies (and options, futures and forward contracts on
foreign currencies) that are not directly related to the Fund's principal
business of investing in stock and securities (and options and futures with
respect to stocks and securities). Interest (including original issue discount
and accrued market discount) received by the Fund upon maturity or disposition
of a security held for less than three months will not be treated as gross
income derived from the sale or other disposition of such security within the
meaning of this requirement. However, any other income which is attributable
to realized market appreciation will be treated as gross income from the sale
or other disposition of securities for this purpose.

A 4% non-deductible excise tax is imposed on regulated
investment companies that fail to currently distribute an amount equal to
specified percentages of their ordinary taxable income and capital gain net
income (excess of capital gains over capital losses). The Fund intends to make
sufficient distributions or deemed distributions of its ordinary taxable income
and any capital gain net income each calendar year to avoid liability for this
excise tax.

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<PAGE> 240
amounts derived from interest on Municipal Bonds with respect to the Fund)
would be taxable as ordinary income to the Fund's shareholders to the extent of
the Fund's current and accumulated earnings and profits and would be eligible
for the dividends received deduction for corporations.

Depending upon the extent of the Fund's activities in states
and localities in which its offices are maintained, in which its agents or
independent contractors are located or in which it is otherwise deemed to be
conducting business, the Fund may be subject to the tax laws of such states or
localities. In addition, in those states and localities which have income tax
laws, the treatment of the Fund and its shareholders under such laws may differ
from their treatment under federal income tax laws. Under state or local law,
distributions of net investment income may be taxable to shareholders as
dividend income even though a substantial portion of such distributions may be
derived from interest on U.S. Government obligations which, if realized
directly, would be exempt from such income taxes. Shareholders are advised to
consult their tax advisers concerning the application of state and local taxes.

TRUSTEES AND OFFICERS
---------------------

The Prospectus includes a description of the trustees and
certain executive officers of the Trust, their addresses, principal occupations
during the past five years, and other affiliations. Mr. W. Bruce McConnel,
III, Secretary of the Trust, is a partner of the law firm of Drinker Biddle &
Reath, which receives fees as counsel to the Trust. Mr. John J. Burke,
Assistant Treasurer of the Trust, is employed by First Data Investor Services
Group, Inc. (formerly, The Shareholder Services Group, Inc., d/b/a 440
Financial), which receives fees as Transfer Agent to the Trust.

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<PAGE> 241
$69,875. The trustees and officers of the Trust own less than 1% of the shares
of the Trust.

The following table summarizes the compensation for each of
the Trustees of the Trust for the fiscal year ended May 31, 1996:

<TABLE>
<CAPTION>
Pension or
Retirement
Aggregate Benefits Accrued Estimated Total
Compensation as Part of Approval Compensation
Name of from the Trust's Benefits from the
Person, Position the Trust Expenses Upon Retirement Trust
---------------- ------------- -------- --------------- -----
<S> <C> <C> <C> <C>
Richard B. Tullis, Chairman $13,000 $0 $0 $13,000
Thomas R. Benua, Jr., $11,375 $0 $0 $11,375
Trustee
Leigh Carter, Trustee $11,375 $0 $0 $11,375
John F. Durkott, Trustee $11,375 $0 $0 $11,375
Richard W. Furst, Trustee $11,375 $0 $0 $11,375
J. William Pullen, Trustee $11,375 $0 $0 $11,375
Robert D. Neary, Trustee $0 $0 $0 $0
</TABLE>

SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------

The Declaration of Trust states further that no trustee,
officer, or agent of the Trust shall be personally liable for or on

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<PAGE> 242
account of any contract, debt, tort, claim, damage, judgment or decree arising
out of or connected with the administration or preservation of the trust estate
or the conduct of any business of the Trust; nor shall any trustee be
personally liable to any person for any action or failure to act except by
reason of his own bad faith, willful misfeasance, gross negligence, or reckless
disregard of his duties as trustee. The Declaration of Trust also provides
that all persons having any claim against the trustees or the Trust shall look
solely to the trust property for payment. With the exceptions stated, the
Declaration of Trust provides that a trustee is entitled to be indemnified
against all liabilities and expense, reasonably incurred by him in connection
with the defense or disposition of any proceeding in which he may be involved
or with which he may be threatened by reason of his being or having been a
trustee, and that the trustees, have the power, but not the duty, to indemnify
officers and employees of the Trust unless any such person would not be
entitled to indemnification had he been a trustee.

ADVISORY, SUB-ADVISORY, ADMINISTRATION, DISTRIBUTION,
CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS
-----------------------------------------------------

ADVISORY AND SUB-ADVISORY AGREEMENTS
- ------------------------------------
National City serves as investment adviser to the Fund, as
described in the Prospectus. The adviser is affiliate of National City
Corporation, a bank holding company with $32 billion in assets, and
headquarters in Cleveland, Ohio and nearly 600 branch offices in three states.
Through its subsidiaries, National City Corporation has been managing
investments for individuals, pension and profit-sharing plans and other
institutional investors for over 75 years and currently manages over $30
billion in assets. From time to time, the advisers may voluntarily waive fees
or reimburse the Trust for expenses.

For the fiscal years ended April 30, 1996 and 1995, Integra
Trust Company ("Integra"), the investment adviser to the Predecessor Fund,
earned advisory fees of $____________ and $76,582, respectively, and Integra
waived fees in the amount of $__________ and $84,075, respectively.

The Advisory Agreement provides that the adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the performance of the Advisory 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 adviser in the performance of its
duties or from reckless disregard by it of its duties and obligations
thereunder. In addition, the adviser has undertaken in the Advisory Agreement
to maintain its policy and practice of

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<PAGE> 243
conducting its Trust Department independently of its Commercial Department.

The Advisory Agreement was approved by the sole shareholder
prior to the Fund's commencement of operations. Unless sooner terminated, the
Advisory Agreement will continue in effect until September 30, 1997, and from
year to year thereafter, subject to annual approval by the Trust's Board of
Trustees, or by a vote of a majority of the outstanding shares of the Fund (as
defined in the Fund's Prospectus) and a majority of the trustees who are not
parties to the Agreement or interested persons (as defined in the 1940 Act) of
any party by votes cast in person at a meeting called for such purpose. The
Advisory Agreement may be terminated by the Trust or the adviser on 60 days
written notice, and will terminate immediately in the event of its assignment.

If expenses borne by the Fund in any fiscal year exceed
expense limitations imposed by applicable state securities regulations, the
adviser will reimburse the Trust for any such excess with respect to the Fund
to the extent described in any written undertaking provided by the adviser to
such state. To the Trust's knowledge, as of the date of this Statement of
Additional Information, the most restrictive expense limitation applicable to
the Trust provides that annual expenses (as defined by statute) may not exceed
2.5% of the first $30 million, 2% of the next $70 million and 1.5% of the
remaining average net assets of the Fund. Such amount, if any, will be
estimated, reconciled and paid on a monthly basis. The fees banks may charge
to customers for services provided in connection with their investments in the
Trust are not covered by the state securities expense limitations described
above.

ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
- ------------------------------------------------

PFPC serves as the administrator and accounting agent to the
Trust. The services provided as administrator and accounting agent and current
fees are described in the Prospectus. For the fiscal years ended April 30,
1996 and April 30, 1995, SEI Financial Management Corporation, a wholly-owned
subsidiary of SEI Corporation, served as administrator to the Predecessor Fund
and earned the following fees: $____________ and $53,552, respectively.

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<PAGE> 244
DISTRIBUTION PLAN AND RELATED AGREEMENTS
- ----------------------------------------

The Distributor acts as distributor of the Fund's shares
pursuant to its Distribution Agreement with the Trust as described in the
Prospectus. Shares are sold on a continuous basis.

Pursuant to Rule 12b-1 of the 1940 Act, the Trust has adopted
a Distribution Plan (the "Plan") which permits the Trust to bear certain
expenses in connection with the distribution of its shares. As required by
Rule 12b-1, the Trust's 12b-1 Plan and related agreement have been approved,
and are subject to annual approval by, a majority of the Trust's Board of
Trustees, and by a majority of the trustees who are not interested persons of
the Trust and have no direct or indirect interest in the operation of the Plan
or any agreement related to the Plan, by vote cast in person at a meeting
called for the purpose of voting on the Plan and related agreement. In
compliance with the Rule, the trustees requested and evaluated information they
thought necessary to make an informed determination of whether the Plan and
related agreement should be implemented, and concluded, in the exercise of
reasonable business judgment and in light of their fiduciary duties, that there
is a reasonable likelihood that the Plan and related agreement will benefit the
Trust and its shareholders.

Any change in the Plan that would materially increase the
distribution expenses of a Fund requires approval by its shareholders, but
otherwise, the Plan may be amended by the trustees, including a majority of the
disinterested trustees who do not have any direct or indirect financial
interest in the Plan or related agreement. The Plan and related agreement may
be terminated as to a particular Fund by a vote of the Trust's disinterested
trustees or by a vote of the shareholders of the Fund, on not more than 60 days
written notice. The selection and nomination of disinterested trustees has
been committed to the discretion of such disinterested trustees as required by
the Rule.

The Trust's Plan provides that the Fund will reimburse the
Distributor for distribution expenses in an amount not to exceed .10% of the
fund's average net assets. Distribution expenses payable by the Distributor
pursuant to the Plan include direct and indirect costs and expenses incurred in
connection with advertising and marketing the fund's shares, and direct and
indirect costs and expenses of preparing, printing and distributing its
prospectuses to other than current shareholders. In addition, the Plan
provides that the Trust will pay the Distributor an annual distribution fee of
$250,000, payable monthly and accrued daily by

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<PAGE> 245
all of the Trust's investment funds with respect to which the Distributor is
distributing shares.

Class A Shares of the Predecessor Fund were subject to a Plan
adopted pursuant to rule 12b-1 under the 1940 Act (the "Plan"). The Plan
provided for reimbursement to the Predecessor Fund's distributor of the
Predecessor Fund's distribution expenses, including (1) the cost of
prospectuses, reports to shareholders, sales literature and other materials for
potential investors; (2) advertising; (3) expenses incurred in connection with
the promotion and sale of Inventor's shares including the distributor's
expenses for travel, communication, compensation and benefits for sales
personnel; and (4) any other expenses reasonably incurred in connection with
the distribution and marketing of Class A shares subject to approval by a
majority of disinterested directors of Inventor. For the years ended April 30,
1996 and 1995, the Fund paid $ and $0, respectively, in 12b-1 fees.

CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS
- -------------------------------------------------

National City Bank serves as the Trust's custodian with
respect to the Funds. Under its Custodian Services Agreement, National City
Bank has agreed to: (i) maintain a separate account or accounts in the name of
the Fund; (ii) hold and disburse portfolio securities on account of the Fund;
(iii) collect and make disbursements of money on behalf of the Fund; (iv)
collect and receive all income and other payments and distributions on account
of the Fund's portfolio securities; (v) respond to correspondence by security
brokers and others relating to its duties; and (vi) make periodic reports to
the Board of Trustees concerning the Fund's operations. National City Bank is
authorized to select one or more banks or trust companies to serve as
sub-custodian on behalf of the Fund, provided that it shall remain responsible
for the performance of all of its duties under the Custodian Services Agreement
and shall hold the Fund harmless from the acts and omissions of any bank or
trust company serving as sub-custodian. The Fund reimburses National City Bank
for its direct and indirect costs and expenses incurred in rendering custodial
services, except that the costs and expenses borne by the Fund in any year may
not exceed $.225 for each $1,000 of average gross assets of the Fund.

First Data Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc., d/b/a 440 Financial) (the "Transfer Agent")
serves as the Trust's transfer agent and dividend

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<PAGE> 246
disbursing agent with respect to the Fund. Under its Transfer Agency
Agreement, it has agreed to: (i) issue and redeem shares of the Fund; (ii)
transmit all communications by the Fund to its shareholders of record,
including reports to shareholders, dividend and distribution notices and proxy
materials for meetings of shareholders; (iii) respond to correspondence by
security brokers and others relating to its duties; (iv) maintain shareholder
accounts; and (v) make periodic reports to the Board of Trustees concerning the
Fund's operations. The Transfer Agent sends each shareholder of record a
monthly statement showing the total number of shares owned as of the last
business day of the month (as well as the dividends paid during the current
month and year), and provides each shareholder of record with a daily
transaction report for each day on which a transaction occurs in the
shareholder's account with the Fund.

SHAREHOLDER SERVICES PLAN
-------------------------

As stated in the Prospectus, the Trust has implemented a
Shareholder Services Plan (the "Services Plan") with respect to Retail shares
in the Fund. Pursuant to the Services Plan, the Trust may enter into
agreements with financial institutions pertaining to the provision of
administrative services to their customers who are the beneficial owners of
Retail shares in consideration for the payment of up to .10% (on an annualized
basis) of the net asset value of such shares. Such services may include: (i)
aggregating and processing purchase and redemption requests from customers;
(ii) providing customers with a service that invests the assets of their
accounts in Retail shares; (iii) processing dividend payments from the Fund;
(iv) providing information periodically to customers showing their position in
Retail shares; (v) arranging for bank wires; (vi) responding to customer
inquiries relating to the services performed with respect to Retail shares
beneficially owned by customers; (vii) forwarding shareholder communications;
and (viii) other similar services requested by the Trust. Agreements between
the Trust and financial institutions will be terminable at any time by the
Trust without penalty.

PORTFOLIO TRANSACTIONS
----------------------

Pursuant to the Sub-Advisory Agreement with National City,
Weiss, Peck & Greer, L.L.C. (the "Sub-Adviser"), is responsible for, makes
decisions with respect to and places orders for all purchases and sales of
portfolio securities for the Fund. The Sub-Adviser purchases portfolio
securities either directly from the issuer or from an underwriter or dealer
making a market in the securities involved. Purchases from an underwriter of
portfolio securities include a commission or concession paid by the issuer to
the underwriter and purchases from dealers serving as market makers

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<PAGE> 247
may include the spread between the bid and asked price. Transactions on stock
exchanges involve the payment of negotiated brokerage commissions. There is
generally no stated commission in the case of securities traded in the
over-the-counter market, but the price includes an undisclosed commission or
mark-up.

While the Sub-Adviser generally seeks competitive spreads or
commissions, it may not necessarily allocate each transaction to the
underwriter or dealer charging the lowest spread or commission available on the
transaction. Allocation of transactions, including their frequency, to various
dealers is determined by the Sub-Adviser in its best judgment and in a manner
deemed fair and reasonable to shareholders. The primary consideration is
prompt execution of orders in an effective manner at the most favorable price.
Subject to this consideration, dealers who provide supplemental investment
research to the Sub-Adviser may receive orders for transactions by the Fund.
Information so received is in addition to and not in lieu of services required
to be performed by the Sub-Adviser and does not reduce the fees payable to it
by the Fund. Such information may be useful to the Sub-Adviser in serving both
the Trust and other clients, and, conversely, supplemental information obtained
by the placement of business of other clients may be useful to the Sub-Adviser
in carrying out its obligations to the Trust.

Fund securities will not be purchased from or sold to the
Trust's adviser, Sub-Adviser, the Distributor, or any "affiliated person" (as
such term is defined under the 1940 Act) or any of them acting as principal,
except to the extent permitted by the SEC. In addition, the Trust will not
give preference to its adviser's or Sub-Adviser's correspondents with respect
to such transactions, securities, savings deposits and repurchase agreements.
Under certain circumstances, the Trust may be at a disadvantage because of
these limitations compared with the portfolios of other investment companies
with similar objectives that are not subject to such limitations.

While serving as adviser to the Trust, National City has
agreed to maintain its policy and practice of conducting its Trust Department
independently of its Commercial Department. In making investment
recommendations for the Trust, Trust Department personnel will not inquire or
take into consideration whether the issuer of securities proposed for purchase
or sale for the Trust's account 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 Trust.

Investment decisions for the Fund are made independently from
those for other funds of the Trust and for other investment companies and
accounts advised or managed by the adviser and Sub-Adviser. Such other funds,
investment companies and accounts may

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<PAGE> 248
also invest in the same securities as the Fund. When a purchase or sale of the
same security is made at substantially the same time on behalf of the Fund and
another investment company or account, the transaction will be averaged as to
price, and available investments allocated as to amount, in a manner which the
Sub-Adviser believes to be equitable to the Fund and such other investment
company or account. In some instances, this investment procedure may adversely
affect the price paid or received by the Fund or the size of the position
obtained or sold by the Fund. To the extent permitted by law, the Sub-Adviser
may aggregate the securities to be sold or purchased for the Fund with those to
be sold or purchased for other investment companies or accounts in order to
obtain best execution.

AUDITORS
--------

Ernst & Young LLP, independent auditors, with offices at Two
Commerce Square, 2001 Market Street, Suite 4000, Philadelphia, Pennsylvania
19103, serve as independent auditors of the Trust.

COUNSEL
-------
Drinker Biddle & Reath (of which Mr. McConnel, Secretary of
the Trust, is a partner), with offices at 1345 Chestnut Street, Philadelphia,
Pennsylvania 19107, are counsel to the Trust and will pass upon the legality of
the shares offered hereby.

STANDARDIZED YIELD QUOTATIONS
-----------------------------

"Yields," as described in the Prospectus, are calculated
according to formulas prescribed by the SEC. The standardized seven-day yield
for a class of Fund shares is computed by determining the net change, exclusive
of capital changes, in the value of a hypothetical pre-existing account in the
class having a balance of one share at the beginning of the period, subtracting
a hypothetical charge reflecting deductions from shareholder accounts, dividing
the difference by the value of the account at the beginning of the base period
to obtain the base period return, and then multiplying the base period return
by (365/7). The net change in the value of an account in a class includes the
value of additional shares purchased with dividends from the original share,
and dividends declared on both the original share and any such additional
shares, net of all fees, other than nonrecurring account or sales charges, that
are charged to all shareholder accounts in proportion to the length of the base
period and the class' mean or median account size. The capital changes to be
excluded from the calculation of the net change in account value are realized
gains and losses from the sale of securities and unrealized appreciation and
depreciation. The "effective yield" for a class of Fund shares

-27-
<PAGE> 249
is computed by compounding the unannualized base period return (calculated as
above) by adding 1 to the base period return, raising the sum to a power equal
to 365 divided by 7, and subtracting 1 from the result.

The Fund's "tax-equivalent yield" is computed by dividing the
portion of the Fund's yield (calculated as above) that is exempt from federal
and state income tax by one minus a stated federal and state income tax rate
(using a 39.6% and _____% tax bracket, respectively) and adding that figure to
that portion, if any, of the Fund's yield that is not exempt from federal and
state income tax.

For the seven-day period ended April 30, 1996, the yield of
the Predecessor Fund was ____%, and its effective yield was ____%.

The Predecessor Fund's tax-equivalent yield (assuming 39.6%
federal and _____% state tax rates) for the fiscal year ended April 30, 1996
was _____%.

The current yield for each class of shares in the Fund may be
obtained by calling the Trust at the telephone number provided on the cover
page. Quoted yields are not indicative of future yields. Yields will depend
upon factors such as fund maturity, the Fund's expenses and the types of
instruments held by the Fund.

In addition, the Fund may also include in Materials
discussions and/or illustrations of the potential investment goals of a
prospective investor, investment management strategies, techniques, policies or
investment suitability of the Fund, high-quality investments, economic
conditions, the relationship between sectors of the economy and the economy as
a whole, various securities markets, the effects of inflation and historical
performance of various asset classes, including but not limited to, stocks,
bonds and Treasury securities. From time to time, Materials may summarize the
substance of information contained in shareholder reports (including the
investment composition of a Fund), as well as the views of the adviser or as to
current market, economic, trade and interest rate trends, legislative,
regulatory

-28-
<PAGE> 250
and monetary developments, investment strategies and related matters believed
to be of relevance to the Fund. The Fund may also include in Materials charts,
graphs or drawings which compare the investment objective, return potential,
relative stability and/or growth possibilities of the Fund and/or other mutual
funds, or illustrate the potential risks and rewards of investment in various
investment vehicles, including but not limited to, stocks, bonds, Treasury
securities and shares of the Fund and/or other mutual funds. Materials may
include a discussion of certain attributes or benefits to be derived by an
investment in the Fund and/or other mutual funds (such as value investing,
market timing, dollar cost averaging, asset allocation, constant ratio
transfer, automatic accounting rebalancing, the advantages and disadvantages of
investing in tax-deferred and taxable investments), shareholder profiles and
hypothetical investor scenarios, timely information on financial management,
tax and retirement planning and investment alternatives to certificates of
deposit and other financial instruments. Such Materials may include symbols,
headlines or other material which highlight or summarize the information
discussed in more detail therein.

MISCELLANEOUS
-------------

The Trust bears all costs in connection with its organization,
including the fees and expenses of registering and qualifying its shares for
distribution under federal and state securities regulations. All organization
expenses are amortized on the straight-line method over a period of five years
from the date of commencement of operations.

As used in the Prospectus, "assets belonging to the Fund"
means the consideration received by the Trust upon the issuance of shares in
the Fund, together with all income, earnings, profits, and proceeds derived
from the investment thereof, including any proceeds from the sale of such
investments, any funds or payments derived from any reinvestment of such
proceeds, and a portion of any general assets of the Trust not belonging to the
Fund. In determining a Fund's net asset value, assets belonging to the Fund
are charged with the respective liabilities.

The following shareholders beneficially owned 5% or more of
the outstanding shares of the Predecessor Fund as of May 3, 1996:

-29-
<PAGE> 251
<TABLE>
<CAPTION>
Percentage of
Predecessor Number of Retail Outstanding Retail
Fund Shares Shares
--------------- ---------------- ------------------
<S> <C> <C>
Integra Trust Co., N.A. 60,471,892.380 85.9%
300 Fourth Avenue
Pittsburgh, PA 15278-2232

Integra Financial Corporation 8,407,205.460 11.9%
Omnibus Account for Integra Bank Pittsburgh
300 Fourth Avenue
Pittsburgh, PA 15278
</TABLE>

No Institutional Shares of the Predecessor Fund had been issued as of
May 3, 1996.

FINANCIAL STATEMENTS

The financial statements for the Predecessor Fund for the
fiscal year ended April 30, 1996 and the periods prior thereto are contained in
the Predecessor Fund's Annual Report to Shareholders (the "Financial
Statements"), which has been filed with the Securities and Exchange Commission
and is incorporated into this Statement of Additional Information by reference.
The Financial Statements and the information included in the Financial
Highlights tables for the same periods which appear in the Fund's prospectus
have been audited by _____________, independent accountants for the Predecessor
Fund, whose report thereon appears in such Annual Reports. The Financial
Statements in such Annual Reports have been incorporated herein and in the
Fund's Prospectus in reliance upon the report of said firm of independent
accountants given upon their authority as experts in accounting and auditing.

-30-
<PAGE> 252
APPENDIX A
----------

DESCRIPTION OF RATINGS

Bond Ratings
- ------------

The following summarizes the three highest rating categories
used by Standard & Poor's Ratings Group ("S&P") for bonds:

"AAA" - This is the highest rating assigned by S&P to a debt
obligation and indicates an extremely strong capacity to pay
interest and repay principal.

"AA" - Debt rated "AA" is considered to have a very strong
capacity to pay interest and repay principal and differs from
"AAA" issues only to a small degree.

"A" - Debt rated "A" has a strong capacity to pay interest
and repay principal although it is somewhat more susceptible
to the adverse effects of changes in circumstances and
economic conditions than debt in higher rated categories.

PLUS (+) OR MINUS (-) - The ratings from "AA" through "A" may
be modified by the addition of a plus or minus sign to show relative standing
within the major rating categories.

The following summarizes the three highest rating categories
used by Moody's Investors Service, Inc. ("Moody's") for bonds:

A-1
<PAGE> 253
present which make the long-term risks appear somewhat larger
than in "Aaa" securities.

"A" - Debt which is rated "A" possesses many favorable
investment attributes and is to be considered as an upper
medium grade obligation. Factors giving security to principal
and interest are considered adequate but elements but elements
may be present which suggest a susceptibility to impairment
sometime in the future.

Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition
are rated conditionally. These are bonds secured by (a)
earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which
begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Parenthetical rating
denotes probable credit stature upon completion of
construction or elimination of basis of condition.

Moody's applies numerical modifiers (1, 2 and 3) with respect
to bonds rated "Aa" and "A". The modifier 1 indicates that the bond being
rated ranks in the higher end of its generic rating category; the modifier 2
indicates a mid-range ranking; and the modifier 3 indicates that the bond ranks
in the lower end of its generic rating category. With regard to municipal
bonds, those bonds in the "Aa" group that Moody's believes possess the
strongest investment attributes are designated by the symbols "AA1" or "A1".

The following summarizes the three highest rating categories
used by Duff & Phelps Credit Rating Co. ("Duff & Phelps") for corporate and
municipal long-term debt:

"AAA" - Debt is considered to be of the highest credit
quality. The risk factors are negligible, being only slightly more than for
risk-free U.S. Treasury debt.

"AA" - Debt is considered of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from time to time
because of economic conditions.

"A" - Debt has average but adequate protection factors. The
risk factors are more variable and greater in periods of economic stress.

To provide more detailed indications of credit quality, the
"AA" and "A" ratings may be modified by the addition of a plus (+) or minus (-)
sign to show relative standing within these categories.

A-2
<PAGE> 254
The following summarizes the three highest rating categories
used by Fitch Investors Service, Inc. ("Fitch") for bonds:

Because bonds are rated in the "AAA" and "AA" categories are
not significantly vulnerable to foreseeable future
developments, short term debt of these issuers is generally
rated "F-1".

"A" - Bonds are considered to be investment grade and of high
credit quality. The obligor's ability to pay interest and
repay principal is considered to be strong, but may be more
vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

The following summarizes the three highest rating categories
used by IBCA Inc. ("IBCA") for long-term debt ratings:

"A" - A strong capacity to meet debt obligations in a timely
manner, although the bonds may be more susceptible

A-3
<PAGE> 255
to adverse changes in the environment, or margins of
protection for the lender may be lower than for more highly
rated issues.

IBCA may append a rating of plus (+) or minus (-) to a rating
to denote relative status within major rating categories.

Commercial Paper Ratings
- ------------------------

A S&P commercial paper rating is a current assessment of the
likelihood of timely payment of debt considered short term in the relevant
market. The following summarizes the two highest rating categories used by S&P
for commercial paper:

"A-1" - Issue's degree of safety regarding timely payment is
strong. Those issues determined to possess extremely strong
safety characteristics are denoted "A-1+."

"A-2" - Issue's capacity for timely payment is satisfactory.
However, the relative degree of safety is not as high as for
issues designated "A-1."

Moody's commercial paper ratings are opinions of the ability
of issuers to repay punctually promissory obligations not having an original
maturity in excess of 9 months. The following summarizes the two highest
rating categories used by Moody's for commercial paper:

"Prime-1" - Issuer or related supporting institutions are
considered to have a superior capacity for repayment of short
term promissory obligations. Principal repayment capacity
will normally be evidenced by the following characteristics:
leading market positions in well established industries; high
rates of return on funds employed; conservative capitalization
structures with moderate reliance on debt and ample asset
protection; broad margins in earning coverage of fixed
financial charges and high internal cash generation; and well
established access to a range of financial markets and assured
sources of alternate liquidity.

"Prime-2" - Issuer or related supporting institutions are
considered to have a strong capacity for repayment of short
term promissory obligations. This will normally be evidenced
by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound,
will be more subject to variation. Capitalization
characteristics, while still appropriate,

A-4
<PAGE> 256
may be more affected by external conditions. Ample
alternative liquidity is maintained.

The following summarizes the two highest rating categories
used by Duff & Phelps for short term debt obligations with an initial maturity
of less than one year:

"Duff 1" - Very high certainty of timely payment. Liquidity
factors are excellent and supported by good fundamental
protection factors. Risk factors are minor. Duff has
incorporated gradations of "1+" and "1-" to assist investors
in recognizing quality differences that exist within this
rating tier.

"Duff 2" - Good certainty of timely payment. Liquidity
factors and company fundamentals are sound. Although ongoing
funding needs may enlarge, total financing requirements and
access to capital markets are good. Risk factors are small.

Fitch short term ratings apply to debt obligations that are
payable on demand or have original maturities of up to three years. The
following summarizes the two highest rating categories used by Fitch for
commercial paper:

"F-1+" - Instruments assigned this rating are regarded as
having the strongest degree of assurance for timely payment.

"F-1" - Instruments assigned this rating reflect an assurance
of timely payment only slightly less in degree than issues
rated F-1+.

"F-2" - Instruments assigned this rating have satisfactory
degree of assurance for timely payment, but the margin of
safety is not as great as for issues assigned F-1+ and F-1
ratings.

Fitch may also use the symbol "LOC" with its short term
ratings to indicate that the rating is based upon a letter of credit issued by
a commercial bank.

The following summarizes the two highest rating categories
used by IBCA for short term unsecured debt obligations with an original
maturity of less than one year:

"A1+" - Issues which display the very highest quality
borrowing characteristics and are of undoubted or prime
creditworthiness.

A-5
<PAGE> 257
"A1" - Issues which display very strong borrowing
characteristics.

"A2" - These issues have high quality borrowing
characteristics although their ability to repay is considered
to be less than those issues rated "A1."

Short term Municipal Notes and Variable Rate Demand Obligations
- ---------------------------------------------------------------

The following summarizes the two highest rating categories
used by Moody's for short term municipal notes and variable rate demand
obligations:

"MIG 1"/"VMIG 1" - Obligations bearing these designations are
of the best quality. There is present strong protection by
established cash flows, superior liquidity support or
demonstrated broadbased access to the market for refinancing.

"MIG 2"/"VMIG 2" - Obligations bearing these designations are
of high quality. Margins of protection are ample although not
so large as in the preceding group.

Fitch uses the short term ratings described under Commercial
Paper Ratings for Municipal Notes.

A-6
<PAGE> 258

ARMADA FUNDS

STATEMENT OF ADDITIONAL INFORMATION

_______________, 1996

INTERMEDIATE GOVERNMENT FUND

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
STATEMENT OF ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . . . . . 1

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 8

DESCRIPTION OF SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

ADDITIONAL INFORMATION CONCERNING TAXES . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

TRUSTEES AND OFFICERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

ADVISORY, ADMINISTRATION, DISTRIBUTION, CUSTODIAN
SERVICES AND TRANSFER AGENCY AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . 15

SHAREHOLDER SERVICES PLAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

PORTFOLIO TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

COUNSEL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

YIELD AND PERFORMANCE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

APPENDIX A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1

APPENDIX B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
</TABLE>

-i-
<PAGE> 260
STATEMENT OF ADDITIONAL INFORMATION
-----------------------------------

This Statement of Additional Information should be read in
conjunction with the Prospectus of Armada Funds (the "Trust") that describes
the Intermediate Government Fund (the "Fund"). The information contained in
this Statement of Additional Information expands upon matters discussed in the
Prospectus. No investment in shares of the Fund should be made without first
reading the Prospectus.

The Intermediate Government Fund commenced operations on
August 10, 1994 as a separate investment portfolio (the "Predecessor Fund") of
Inventor Funds, Inc. which was organized as a Maryland corporation. On
___________, 1996, the Predecessor Fund was reorganized as a new portfolio of
Armada. Prior to the reorganization, the Predecessor Fund offered and sold
shares of stock that were similar to Armada's Retail shares of beneficial
interest.

RISK FACTORS, INVESTMENT OBJECTIVES AND POLICIES
------------------------------------------------

ADDITIONAL INFORMATION ON FUND MANAGEMENT
- -----------------------------------------

GNMA SECURITIES
- ---------------

The Fund may invest in securities the timely payment of
principal and interest on which are guaranteed by the Government National
Mortgage Association ("GNMA") a wholly-owned U.S. Government corporation. The
market value and interest yield of these instruments can vary due to market
interest rate fluctuations and early prepayments of underlying mortgages.
These securities represent ownership in a pool of federally insured mortgage
loans. GNMA certificates consist of underlying mortgages with a maximum
maturity of 30 years. However, due to scheduled and unscheduled principal
payments, GNMA certificates have a shorter average maturity and, therefore,
less principal volatility than a comparable 30-year bond. Since prepayment
rates vary widely, it is not possible to predict accurately the average
maturity of a particular GNMA pool. GNMA securities differ from conventional
bonds in that principal is paid back to the certificate holders over the life
of the loan rather than at maturity. The scheduled
<PAGE> 261
monthly interest and principal payments relating to mortgages in the pool are
"passed through" to investors. In addition, there may be unscheduled principal
payments representing prepayments on the underlying mortgages. Although GNMA
certificates may offer yields higher than those available from other types of
U.S. Government securities, GNMA certificates may be less effective than other
types of securities as a means of "locking in" attractive long-term rates
because of the prepayment feature. For instance, when interest rates decline,
the value of a GNMA certificate likely will not rise as much as comparable debt
securities due to the prepayment feature. In addition, these prepayments can
cause the price of a GNMA certificate originally purchased at a premium to
decline in price to its par value, which may result in a loss.

MORTGAGE-BACKED SECURITIES
- --------------------------

The Fund may purchase securities backed by mortgages.
Mortgage-backed securities represent interests in "pools" of assets in which
payments of both interest and principal on the securities are made monthly,
thus in effect "passing through" monthly payments made by the individual
borrowers on the assets that underlie the securities, net of any fees paid to
the issuer or guarantor of the securities. The average life of mortgage-backed
securities varies with the maturities of the underlying instruments, and the
average life of a mortgage-backed instrument, in particular, is likely to be
substantially less than the original maturity of the mortgage pools underlying
the securities as a result of mortgage prepayments. For this and other
reasons, a mortgage-backed security's stated maturity may be shortened, and the
security's total return may be difficult to predict precisely. Mortgage-backed
securities acquired by the Fund may include collateralized mortgage obligations
("CMOs") issued by private companies.

There are a number of important differences among the agencies
and instrumentalities of the U.S. Government that issue mortgage-related
securities and among the securities that they issue. Mortgage-related
securities guaranteed by the GNMA include GNMA Mortgage Pass-Through
Certificates (also known as "Ginnie Maes") which are guaranteed as to the
timely payment of principal and interest by GNMA and such guarantee is backed
by the full faith and credit of the United States. GNMA is a wholly-owned U.S.
Government corporation within the Department of Housing and Urban Development.
GNMA certificates also are supported by the authority of GNMA to borrow funds
from the U.S. Treasury to make payments under its guarantee. Mortgage-backed
securities issued by the FNMA include FNMA Guaranteed Mortgage Pass-Through
Certificates (also known as "Fannie Maes") which are solely the obligations of
the FNMA and are not backed by or entitled to the full faith and credit of the
United States, but are supported by the right of the issuer to borrow from the
Treasury. FNMA is a government-sponsored organization owned entirely by
private stockholders. Fannie Maes are guaranteed as to timely payment of the
principal and interest

-2-
<PAGE> 262
by FNMA. Mortgage-related securities issued by the FHLMC include FHLMC
Mortgage Participation Certificates (also known as "Freddie Macs" or "Pcs").
FHLMC is a corporate instrumentality of the United States, created pursuant to
an Act of Congress, which is owned entirely by Federal Home Loan Banks.
Freddie Macs are not guaranteed by the United States or by any Federal Home
Loan Bank and do not constitute a debt or obligation of the United States or of
any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment
of interest, which is guaranteed by the FHLMC. FHLMC guarantees either
ultimate collection or timely payment of all principal payments on the
underlying mortgage loans. When FHLMC does not guarantee timely payment of
principal, FHLMC may remit the amount due on account of its guarantee of
ultimate payment of principal at any time after default on an underlying
mortgage, but in no event later than one year after it becomes payable.

FUTURE CONTRACTS
- ----------------

The Fund may purchase and sell futures contracts on U.S.
Treasury obligations. For a detailed description of futures contracts, see
Appendix B to this Statement of Additional Information.

WHEN-ISSUED SECURITIES
- ----------------------

The Fund may purchase securities on a "when-issued" basis
(i.e., for delivery beyond the normal settlement date at a stated price and
yield). When the Fund agrees to purchase when-issued securities, the custodian
sets aside cash or liquid portfolio securities equal to the amount of the
commitment in a separate account. Normally, the custodian will set aside
portfolio securities to satisfy a purchase commitment, and in such a case a
Fund may be required subsequently to place additional assets in the separate
account in order to ensure that the value of the account remains equal to the
amount of the Fund's commitment, marked to market daily. It is likely that the
Fund's net assets will fluctuate to a greater degree when it sets aside
portfolio securities to cover such purchase commitments than when it sets aside
cash. Because the Fund will set aside cash or liquid assets to satisfy its
purchase commitments in the manner described, the Fund's liquidity and ability
to manage its fund might be affected in the event its commitments to purchase
when-issued securities ever exceeded 25% of the value of its total assets.

When a Fund engages in when-issued transactions, it relies on
the seller to consummate the trade. Failure of the seller to do so may result
in the Fund's incurring a loss or missing an opportunity to obtain a price
considered to be advantageous.

-3-
<PAGE> 263
VARIABLE AND FLOATING RATE OBLIGATIONS
- --------------------------------------

The Fund may purchase variable and floating rate obligations
(including adjustable rate mortgages) which are unsecured instruments that
permit the indebtedness thereunder to vary and provide for periodic adjustments
in the interest rate. Because variable and floating rate obligations are
direct lending arrangements between a Fund and the issuer, they are not
normally traded although certain variable and floating rate obligations, such
as Student Loan Marketing Association variable rate obligations, may have a
more active secondary market because they are issued or guaranteed by the U.S.
Government or its agencies or instrumentalities. Even though there may be no
active secondary market in such instruments, the Fund may demand payment of
principal and accrued interest at a time specified in the instrument or may
resell them to a third party. Such obligations may be backed by bank letters
of credit or guarantees issued by banks, other financial institutions or the
U.S. Government, its agencies or instrumentalities. The quality of any letter
of credit or guarantee will be rated high quality or, if unrated, will be
determined to be of comparable quality by the advisers. In the event an issuer
of a variable or floating rate obligation defaulted on its payment obligation,
the Fund might be unable to dispose of the instrument because of the absence of
a secondary market and could, for this or other reasons, suffer a loss to the
extent of the default.

REPURCHASE AGREEMENTS
- ---------------------

Securities held by the Fund may be subject to repurchase
agreements. Under the terms of a repurchase agreement, the Fund purchases
securities from financial institutions such as banks and broker-dealers which
the Fund's advisers deem creditworthy under guidelines approved by the Board of
Trustees, subject to the seller's agreement to repurchase such securities at a
mutually agreed-upon date and price. The repurchase price generally equals the
price paid by the Fund plus interest negotiated on the basis of current short
term rates, which may be more or less than the rate on the underlying fund
securities. The seller under a repurchase agreement will be required to
maintain the value of collateral held pursuant to the agreement at not less
than the repurchase price (including accrued interest). If the seller were to
default on its repurchase obligation or become insolvent, the Fund holding such
obligation would suffer a loss to the extent that the proceeds from a sale of
the underlying fund securities were less than the repurchase price under the
agreement, or to the extent that the disposition of such securities by the Fund
were delayed pending court action. Although there is no controlling legal
precedent confirming that a Fund would be entitled, as against a claim by such
seller or its receiver or trustee in bankruptcy, to retain the underlying
securities, the Board of Trustees of the Trust believes that, under the regular
procedures normally in effect for custody

-4-
<PAGE> 264
of a Trust's securities subject to repurchase agreements and under federal
laws, a court of competent jurisdiction would rule in favor of the Trust if
presented with the question. Securities subject to repurchase agreements will
be held by the Trust's custodian or another qualified custodian or in the
Federal Reserve/Treasury book-entry system. Repurchase agreements are
considered to be loans by a Fund under the 1940 Act.

U.S. GOVERNMENT OBLIGATIONS
- ---------------------------

The Fund may purchase obligations issued or guaranteed by the
U.S. Government, its agencies or instrumentalities. Some of these obligations
are supported by the full faith and credit of the U.S. Treasury, such as
obligations issued by the Government National Mortgage Association. Others,
such as those of the Export-Import Bank of the United States, are supported by
the right of the issuer to borrow from the U.S. Treasury; others, such as those
of the Federal National Mortgage Association, are supported by the
discretionary authority of the U.S. Government to purchase the agency's
obligations; and still others, such as those of the Student Loan Marketing
Association, are supported only by the credit of the agency or instrumentality
issuing the obligation. No assurance can be given that the U.S. Government
would provide financial support to U.S. Government-sponsored agencies or
instrumentalities if it is not obligated to do so by law. The Fund will invest
in the obligations of such agencies or instrumentalities only when the adviser
believes that the credit risk with respect thereto is minimal.

SECURITIES OF OTHER INVESTMENT COMPANIES
- ----------------------------------------

The Fund currently intends to limit its investments in securities
issued by other investment companies so that, as determined immediately after a
purchase of such securities is made: (i) not more than 5% of the value of the
Fund's total assets will be invested in the securities of any one investment
company; (ii) not more than 10% of the value of its total assets will be
invested in the aggregate in securities of investment companies as a group; and
(iii) not more than 3% of the outstanding voting stock of any one investment
company will be owned by the Fund or by the Trust as a whole.

LENDING OF PORTFOLIO SECURITIES
- -------------------------------

The Fund may lend securities pursuant to agreements requiring
that the loans be continuously secured by cash, securities of the U.S.
government or its agencies, or any combination of cash and such securities, as
collateral equal to 100% of the market value at all times of the securities
lent. Such loans will not be made if, as a result, the aggregate amount of all
outstanding securities loans for the Fund exceed one-third of the value of its
total assets taken at fair market value. The Fund

-5-
<PAGE> 265
will continue to receive interest on the securities lent while simultaneously
earning interest on the investment of the cash collateral in U.S. government
securities. However, the Fund will normally pay lending fees to such
broker-dealers and related expenses from the interest earned on invested
collateral. There may be risks of delay in receiving additional collateral or
risks of delay in recovery of the securities or even loss of rights in the
collateral should the borrower of the securities fail financially. However,
loans are made only to borrowers deemed by the adviser to be of good standing
and when, in the judgment of the adviser, the consideration which can be earned
currently from such securities loans justifies the attendant risk. Any loan
may be terminated by either party upon reasonable notice to the other party.

PORTFOLIO TURNOVER
- ------------------

ADDITIONAL INVESTMENT LIMITATIONS
- ---------------------------------

The Fund may not:

1. Make short sales of securities or purchase securities
on margin, except that it may purchase and sell futures contracts in accordance
with its investment objective.

3. Purchase or sell real estate or real estate limited
partnership interests, except that the Fund may invest in securities or
interests of companies which invest in real estate.

-6-
<PAGE> 266
4. Purchase or sell commodities or commodity contracts
or invest in oil, gas, or other mineral exploration or development programs and
oil, gas or mineral leases, except that the Fund may: (a) to the extent
appropriate to its investment objective, invest in securities issued by
companies which purchase or sell financial commodity contracts; and (b)
purchase and sell futures contracts in accordance with its investment
objective.

5. Invest in any issuer for the purpose of exercising
control.

7. Acquire more than 10% of the voting securities of any
one issuer, provided that this limitation shall apply only as to 75% of the
Fund's net assets.

8. Purchase securities of other investment companies,
except as permitted by the Investment Company Act of 1940 and the rules and
regulations thereunder.

The following are considered non-fundamental investment
limitations and therefore may be changed without a shareholder vote.

The Fund may not invest in illiquid securities in an amount
exceeding, in the aggregate, 15% of its net assets.

The foregoing percentages will apply at the time of purchase
of a security.

* * * * *

-7-
<PAGE> 267
In addition, so long as the Fund is offering and selling its
shares in the State of Texas the Fund may not (i) invest more than 5.0% of its
net assets in warrants (including within that amount, but not to exceed 2.0%,
may be warrants that are not listed of the New York or American Stock Exchange;
(ii) invest in oil, gas, or other mineral leases; and (iii) invest in real
estate limited partnership interests.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
----------------------------------------------

There is no sales load charged on shares acquired through the
reinvestment of dividends or distributions on such shares.

For the fiscal year ended April 30,1996, sales loads paid by
shareholders of the Predecessor Fund totalled $______________.

-8-
<PAGE> 268
Investors should be aware, however, that dollar cost averaging results in
purchases of shares regardless of their price on the day of investment or
market trends and does not ensure a profit, protect against losses in a
declining market, or prevent a loss if an investor ultimately redeems his
shares at a price which is lower than their purchase price. An investor may
want to consider his financial ability to continue purchases through periods of
low price levels. From time to time, in advertisements, sales literature,
communications to shareholders and other materials ("Materials"), the Trust may
illustrate the effects of dollar cost averaging through use of or comparison to
an index such as the Lehman Intermediate Government Index.

OFFERING PRICE PER RETAIL SHARE OF THE FUND
- -------------------------------------------

<TABLE>
<CAPTION>
INTERMEDIATE GOVERNMENT
FUND
----------------------
<S> <C>
Net Assets of Retail Shares . . . . . . . . . . . . . . . . . . . $

Outstanding Retail Shares . . . . . . . . . . . . . . . . . . . .

Net Asset Value Per Share
($________ / _________) . . . . . . . . . . . . . . . . . . . . . $

Sales Charge, 3.75% of
offering price (3.90% of
net asset value per share) . . . . . . . . . . . . . . . . . . .

Offering to Public . . . . . . . . . . . . . . . . . . . . . . . $
</TABLE>

EXCHANGE PRIVILEGE
- ------------------

-9-
<PAGE> 269
Transfer Agent or the financial institution to be genuine. The Investor or his
financial institution must notify the Transfer Agent of his prior ownership of
Retail shares and account number. The Transfer Agent's records of such
instructions are binding.

DESCRIPTION OF SHARES
---------------------

The Trust is a Massachusetts business trust. The Trust's
Declaration of Trust authorizes the Board of Trustees to issue an unlimited
number of shares of beneficial interest and to classify or reclassify any
unissued shares of the Trust into one or more additional classes or series by
setting or changing in any one or more respects their respective preferences,
conversion or other rights, voting powers, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption. Pursuant to
such authority, the Board of Trustees has authorized the issuance of 32 classes
or series of shares. Two of these classes or series, which represent interests
in the Intermediate Government Fund (Class R and Class R - Special Series 1)
are described in this Statement of Additional Information and the related
Prospectus.

-10-
<PAGE> 270
regard to a particular fund. In addition, shareholders of each class in a
particular investment fund have equal voting rights except that only Retail
shares of an investment fund will be entitled to vote on matters submitted to a
vote of shareholders (if any) relating to shareholder servicing fees that are
allocable to such shares.

Although the following types of transactions are normally
subject to shareholder approval, the Board of Trustees may, under certain
limited circumstances, (a) sell and convey the assets of an investment fund
to another management investment company for consideration which may include
securities issued by the purchaser and, in connection therewith, to cause all
outstanding shares of such fund involved to be redeemed at a price which is
equal to their net asset value and which may be paid in cash or by distribution
of the securities or other consideration received from the sale and conveyance;
(b) sell and convert an investment fund's assets into money and, in connection
therewith, to cause all outstanding shares of such fund involved to be redeemed
at their net asset value; or (c) combine the assets belonging to an investment
fund with the assets belonging to another investment fund of the Trust, if the
Board of Trustees reasonably determines that such combination will not have a
material adverse effect on shareholders of any fund participating in such
combination, and, in connection therewith, to cause all outstanding shares of
any fund to be redeemed at their net asset value or converted into shares of
another class of the Trust shares at net asset value. In the event that shares
are redeemed in cash at their net asset value, a shareholder may receive in
payment for such shares an amount that is more or less than his original
investment due to changes in the market prices of the fund's securities. The
exercise of such authority by the Board of Trustees will be subject to the
provisions of the 1940 Act, and the Board of Trustees will not take any action
described in this paragraph unless the proposed action has been disclosed in
writing to the fund's shareholders at least 30 days prior thereto.

ADDITIONAL INFORMATION CONCERNING TAXES
---------------------------------------

The Fund will be treated as a separate corporate entity under
the Code and intends to qualify as a regulated investment

-11-
<PAGE> 271
company. In order to qualify for tax treatment as a regulated investment
company under the Code, the Fund must satisfy, in addition to the distribution
requirement described in the Prospectus, certain requirements with respect to
the source of its income during a taxable year. At least 90% of the gross
income of the Fund must be derived from dividends, interest, payments with
respect to securities loans, gains from the sale or other disposition of
stocks, securities or foreign currencies, and other income (including, but not
limited to, gains from options, futures, or forward contracts) derived with
respect to the Fund's business of investing in such stock, securities or
currencies. The Treasury Department may by regulation exclude from qualifying
income foreign currency gains which are not directly related to a Fund's
principal business of investing in stock or securities, or options and futures
with respect to stock or securities. Any income derived by the Fund from a
partnership or trust is treated for this purpose as derived from the Fund's
business of investing in stock, securities or currencies only to the extent
that such income is attributable to items of income which would have been
qualifying income if realized by the Fund in the same manner as by the
partnership or trust. Some of the investments that the Fund may make (such as
equipment lease and trust certificates) may not be securities or may not
produce qualifying income. Therefore, it may be necessary for the advisers to
restrict the investments of the Fund to ensure that nonqualifying income does
not exceed 10% of its total gross income for a taxable year.

Another requirement for qualification as a regulated
investment company under the Code is that less than 30% of a Fund's gross
income for a taxable year must be derived from gains realized on the sale or
other disposition of the following investments held for less than three months:
(1) stock and securities (as defined in Section 2(a)(36) of the 1940 Act); (2)
options, futures and forward contracts other than those on foreign currencies;
and (3) foreign currencies (and options, futures and forward contracts on
foreign currencies) that are not directly related to a Fund's principal
business of investing in stock and securities (and options and futures with
respect to stocks and securities). Interest (including original issue discount
and accrued market discount) received by the Fund upon maturity or disposition
of a security held for less than three months will not be treated as gross
income derived from the sale or other disposition of such security within the
meaning of this requirement. However, any other income which is attributable
to realized market appreciation will be treated as gross income from the sale
or other disposition of securities for this purpose.

-12-
<PAGE> 272
such shares for more than six months, any loss on the sale or exchange of those
shares will be treated as long-term capital loss to the extent of the capital
gain dividends received with respect to the shares.

A 4% non-deductible excise tax is imposed on regulated
investment companies that fail to currently distribute an amount equal to
specified percentages of their ordinary taxable income and capital gain net
income (excess of capital gains over capital losses). The Fund intends to make
sufficient distributions or deemed distributions of its ordinary taxable income
and capital gain net income each calendar year to avoid liability for this
excise tax.

TRUSTEES AND OFFICERS
---------------------

The Prospectus includes a description of the trustees and
certain executive officers of the Trust, their addresses, principal occupations
during the past five years, and other affiliations. Mr. W. Bruce McConnel,
III, Secretary of the Trust, is a partner of the law firm of Drinker Biddle &
Reath, which receives fees as counsel to the Trust. Mr. John J. Burke,
Assistant Treasurer of the Trust, is employed by First Data Investor Services
Group, Inc. (formerly the Shareholder Services Group, Inc., d/b/a 440
Financial) which receives fees as Transfer Agent to the Trust.

-13-
<PAGE> 273
trustees and officers as a group received aggregate fees of $69,875. The
trustees and officers of the Trust own less than 1% of the shares of the Trust.

The following table summarizes the compensation for each of
the Trustees of the Trust for the fiscal year ended May 31, 1996:

<S> <C> <C> <C> <C>
Richard B. Tullis, Chairman $13,000 $0 $0 $13,000
Thomas R. Benua, Jr., $11,375 $0 $0 $11,375
Trustee
Leigh Carter, Trustee $11,375 $0 $0 $11,375
John F. Durkott, Trustee $11,375 $0 $0 $11,375
Richard W. Furst, Trustee $11,375 $0 $0 $11,375
J. William Pullen, Trustee $11,375 $0 $0 $11,375
Robert D. Neary, Trustee $0 $0 $0 $0
</TABLE>

SHAREHOLDER AND TRUSTEE LIABILITY
- ---------------------------------

-14-
<PAGE> 274
The Declaration of Trust states further that no trustee,
officer, or agent of the Trust shall be personally liable for or on account of
any contract, debt, tort, claim, damage, judgment or decree arising out of or
connected with the administration or preservation of the trust estate or the
conduct of any business of the Trust; nor shall any trustee be personally
liable to any person for any action or failure to act except by reason of his
own bad faith, willful misfeasance, gross negligence, or reckless disregard of
his duties as trustee. The Declaration of Trust also provides that all persons
having any claim against the trustees or the Trust shall look solely to the
trust property for payment. With the exceptions stated, the Declaration of
Trust provides that a trustee is entitled to be indemnified against all
liabilities and expense, reasonably incurred by him in connection with the
defense or disposition of any proceeding in which he may be involved or with
which he may be threatened by reason of his being or having been a trustee, and
that the trustees, have the power, but not the duty, to indemnify officers and
employees of the Trust unless any such person would not be entitled to
indemnification had he been a trustee.

ADVISORY, ADMINISTRATION, DISTRIBUTION, CUSTODIAN
SERVICES AND TRANSFER AGENCY AGREEMENTS
-------------------------------------------------

ADVISORY AGREEMENT
- ------------------

As described in the Prospectus, National City serves as
investment adviser to the Fund. The adviser is an affiliate of National City
Corporation, a bank holding company with $32 billion in assets, and
headquarters in Cleveland, Ohio and nearly 600 branch offices in three states.
Through its subsidiaries, National City Corporation has been managing
investments for individuals, pension and profit-sharing plans and other
institutional investors for over 75 years and currently manages over $30
billion in assets. From time to time, the advisers may voluntarily waive fees
or reimburse the Trust for expenses.

For the fiscal years ended April 30, 1996 and 1995, Integra
Trust Company ("Integra"), the investment adviser to the Predecessor Fund,
earned advisory fees of $_________ and $178,282, respectively. Integra waived
advisory fees during the same period in the amounts of $__________ and $76,919,
respectively.

The Advisory Agreement provides that the adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by
the Trust in connection with the performance of the Advisory 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 its duties and

-15-
<PAGE> 275
obligations thereunder. In addition, the adviser has undertaken in its
Advisory Agreement to maintain its policy and practice of conducting its Trust
Department independently of its Commercial Department.

The Advisory Agreement was approved by its sole shareholder
prior to the Fund's commencement of investment operations. Unless sooner
terminated, the Advisory Agreement will continue in effect until September 30,
1997 and from year to year thereafter, subject to annual approval by the
Trust's Board of Trustees, or by a vote of a majority of the outstanding shares
of the Fund (as defined in the Fund's Prospectus) and a majority of the
trustees who are not parties to the Agreement or interested persons (as defined
in the 1940 Act) of any party by votes cast in person at a meeting called for
such purpose. The Advisory Agreement may be terminated by the Trust or the
adviser on 60 days written notice, and will terminate immediately in the event
of its assignment.

If expenses borne by the Fund in any fiscal year exceed
expense limitations imposed by applicable state securities regulations, the
Fund's adviser will reimburse the Trust for any such excess with respect to the
Fund to the extent described in any written undertaking provided by the
advisers to such state. To the Trust's knowledge, as of the date of this
Statement of Additional Information, the most restrictive expense limitation
applicable to the Trust provides that annual expenses (as defined by statute)
may not exceed 2.5% of the first $30 million, 2% of the next $70 million and
1.5% of the remaining average net assets of the Fund. Such amount, if any,
will be estimated, reconciled and paid on a monthly basis. The fees banks may
charge to customers for services provided in connection with their investments
in the Trust are not covered by the state securities expense limitations
described above.

ADMINISTRATION AND ACCOUNTING SERVICE AGREEMENT
- -----------------------------------------------

-16-
<PAGE> 276
DISTRIBUTION PLAN AND RELATED AGREEMENT
- ---------------------------------------

The Distributor acts as distributor of the Fund's shares
pursuant to its Distribution Agreement with the Trust as described in the
Prospectus. Shares are sold on a continuous basis.

Pursuant to Rule 12b-1 of the 1940 Act, the Trust has adopted
a Distribution Plan (the "Plan") which permits the Trust to bear certain
expenses in connection with the distribution of its shares. As required by
Rule 12b-1, the Trust's 12b-1 Plan and related distribution agreement have been
approved, and are subject to annual approval by, a majority of the Trust's
Board of Trustees, and by a majority of the trustees who are not interested
persons of the Trust and have no direct or indirect interest in the operation
of the Plan or any agreement relating to the Plan, by vote cast in person at a
meeting called for the purpose of voting on the Plan and related agreement. In
compliance with the Rule, the trustees requested and evaluated information they
thought necessary to an informed determination of whether the Plan and related
agreement should be implemented, and concluded, in the exercise of reasonable
business judgment and in light of their fiduciary duties, that there is a
reasonable likelihood that the Plan and related agreement will benefit the
Trust and its shareholders.

The Trust's Plan provides that the fund will reimburse the
Distributor for distribution expenses in an amount not to exceed .10% of the
Fund's average net assets. Distribution expenses payable by the Distributor
pursuant to the Plan include direct and indirect costs and expenses incurred in
connection with advertising and marketing a fund's shares, and direct and
indirect costs and expenses of preparing, printing and distributing its
prospectuses to other than current shareholders. In addition, the Plan
provides that the Trust will pay the Distributor an annual distribution fee of
$250,000 payable monthly and accrued daily by

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<PAGE> 277
all of the Trust's investment funds with respect to which the Distributor is
distributing shares.

Class A Shares of the Predecessor Fund were subject to a plan
adopted pursuant to Rule 12b-1 under the 1940 Act (the "Plan"). The Plan
provided for reimbursement to the Predecessor Fund's distributor of the Fund's
distribution expenses, including (1) the cost of prospectuses, reports to
shareholders, sales literature and other materials for potential investors; (2)
advertising; (3) expenses incurred in connection with the promotion and sale of
Inventor's shares excluding the distributor's expenses for travel,
communication, compensation and benefits for sales personnel; and (4) any other
expenses reasonably incurred in connection with the distribution and marketing
of Class A shares subject to approval by a majority of disinterested directors
of Integra. For the fiscal years ended April 30, 1996 and 1995, the
Predecessor Fund paid $________ and $0, respectively, in 12b-1 fees.

CUSTODIAN SERVICES AND TRANSFER AGENCY AGREEMENTS
- -------------------------------------------------

National City Bank serves as the Trust's custodian with
respect to the Funds. Under its Custodian Services Agreement, National City
Bank has agreed to: (i) maintain a separate account or accounts in the name of
the Fund; (ii) hold and disburse fund securities on account of the Fund;
(iii) collect and make disbursements of money on behalf of the Fund; (iv)
collect and receive all income and other payments and distributions on account
of the Fund's fund securities; (v) respond to correspondence by security
brokers and others relating to its duties; and (vi) make periodic reports to
the Board of Trustees concerning the Fund's operations. National City Bank is
authorized to select one or more banks or trust companies to serve as
sub-custodian on behalf of the Fund, provided that it shall remain responsible
for the performance of all of its duties under the Custodian Services
Agreement and shall hold the Fund harmless from the acts and omissions of any
bank or trust company serving as sub-custodian. The Fund reimburses National
City Bank for its direct and indirect costs and expenses incurred in rendering
custodial services, except that the costs and expenses borne by the Fund in any
year may not exceed $.225 for each $1,000 of average gross assets of the Fund.

First Data Investor Services Group, Inc. (formerly The
Shareholder Services Group, Inc., d/b/a 440 Financial) (the

-18-
<PAGE> 278
"Transfer Agent") serves as the Trust's transfer agent and dividend disbursing
agent with respect to the Fund. Under its Transfer Agency Agreement, it has
agreed to: (i) issue and redeem shares of the Fund; (ii) transmit all
communications by the Fund to its shareholders of record, including reports to
shareholders, dividend and distribution notices and proxy materials for
meetings of shareholders; (iii) respond to correspondence by security brokers
and others relating to its duties; (iv) maintain shareholder accounts; and (v)
make periodic reports to the Board of Trustees concerning the Fund's
operations. The Transfer Agent sends each shareholder of record a monthly
statement showing the total number of shares owned as of the last business day
of the month (as well as the dividends paid during the current month and year),
and provides each shareholder of record with a daily transaction report for
each day on which a transaction occurs in the shareholder's account with the
Fund.

SHAREHOLDER SERVICES PLAN
-------------------------

As stated in the Prospectus, the Trust has implemented the
Shareholder Services Plan (the "Services Plan") with respect to Retail shares
of the Fund. Pursuant to the Services Plan, the Trust may enter into
agreements with financial institutions pertaining to the provision of
administrative services to their customers who are the beneficial owners of
Retail shares in consideration for the payment of up to .25% (on an annualized
basis) in the case of the Fund and of the net asset value of such shares. Such
services may include: (i) aggregating and processing purchase and redemption
requests from customers; (ii) providing customers with a service that invests
the assets of their accounts in Retail shares; (iii) processing dividend
payments from the Fund; (iv) providing information periodically to customers
showing their position in Retail shares; (v) arranging for bank wires; (vi)
responding to customer inquiries relating to the services performed with
respect to Retail shares beneficially owned by customers; (vii) forwarding
shareholder communications; and (viii) other similar services requested by the
Trust. Agreements between the Trust and financial institutions will be
terminable at any time by the Trust without penalty.

PORTFOLIO TRANSACTIONS
----------------------

Pursuant to their Advisory Agreement with the Trust, National
City is responsible for making decisions with respect to and placing orders for
all purchases and sales of fund securities for the Fund. The adviser
purchases fund securities either directly from the issuer or from an
underwriter or dealer making a market in the securities involved. Purchases
from an underwriter of fund securities include a commission or concession paid
by the issuer to the underwriter and purchases from dealers serving as

-19-
<PAGE> 279
market makers may include the spread between the bid and asked price.
Transactions on stock exchanges involve the payment of negotiated brokerage
commissions. There is generally no stated commission in the case of securities
traded in the over-the-counter market, but the price includes an undisclosed
commission or mark-up.

For the fiscal year ended April 30, 1996, the Fund did not pay
any brokerage commissions.

While the adviser generally seeks competitive spreads or
commissions, it may not necessarily allocate each transaction to the
underwriter or dealer charging the lowest spread or commission available on the
transaction. Allocation of transactions, including their frequency, to various
dealers is determined by the adviser in its best judgment and in a manner
deemed fair and reasonable to shareholders. The primary consideration is
prompt execution of orders in an effective manner at the most favorable price.
Subject to this consideration, dealers who provide supplemental investment
research to the adviser may receive orders for transactions by the Fund.
Information so received is in addition to and not in lieu of services required
to be performed by the adviser and does not reduce the fees payable to it by
the Fund. Such information may be useful to the adviser in serving both the
Trust and other clients, and, similarly, supplemental information obtained by
the placement of business of other clients may be useful to the adviser in
carrying out its obligations to the Trust.

-20-
<PAGE> 280
sale of the same security is made at substantially the same time on behalf of
the Fund and another investment company or account, the transaction will be
averaged as to price, and available investments allocated as to amount, in a
manner which the advisers believe to be equitable to the Fund and such other
investment company or account. In some instances, this investment procedure
may adversely affect the price paid or received by the Fund or the size of the
position obtained or sold by the Fund. To the extent permitted by law, the
adviser may aggregate the securities to be sold or purchased for the Fund with
those to be sold or purchased for other investment companies or accounts in
order to obtain best execution.

AUDITORS
--------

Ernst & Young LLP, independent auditors, with offices at Two
Commerce Square, 2001 Market Street, Suite 4000, Philadelphia, Pennsylvania
19103, serve as independent auditors of the Trust.

COUNSEL
-------

YIELD AND PERFORMANCE INFORMATION
---------------------------------

a-b (6)
Yield = 2 [(------) - 1]
cd + 1

Where: a = dividends and interest earned during the
period.

b = expenses accrued for the period (net of
reimbursements).

-21-
<PAGE> 281
c = the average daily number of shares
outstanding during the period that were
entitled to receive dividends.

d = maximum offering price per share on the last
day of the period.

The Fund calculates interest earned on debt obligations held
in its fund by computing the yield to maturity of each obligation held by it
based on the market value of the obligation (including actual accrued interest)
at the close of business on the last business day of each 30-day period, or,
with respect to obligations purchased during the 30-day period, the purchase
price (plus actual accrued interest) and dividing the result by 360 and
multiplying the quotient by the market value of the obligation (including
actual accrued interest) in order to determine the interest income on the
obligation for each day of the subsequent 30-day period that the obligation is
in the Fund. The maturity of an obligation with a call provision is the next
call date on which the obligation reasonably may be expected to be called or,
if none, the maturity date. With respect to debt obligations purchased by the
Fund at a discount or premium, the formula generally calls for amortization of
the discount or premium. The amortization schedule will be adjusted monthly to
reflect changes in the market values of such debt obligations.

Expenses accrued for the period (variable "b" in the formula)
include all recurring fees charged by a Fund to all shareholder accounts in
proportion to the length of the base period and the Fund's mean (or median)
account size. Undeclared earned income will be subtracted from the net asset
value per share (variable "d" in the formula). Undeclared earned income is the
net investment income which, at the end of the 30-day base period, has not been
declared as a dividend, but is reasonably expected to be and is declared as a
dividend shortly thereafter. For applicable sales charges, see "How to
Purchase and Redeem Shares -- Sales Charges Applicable to Purchases of Retail
Shares" in the Prospectus.

For the 30-day period ended April 30, 1996, the yield of the
Predecessor Fund was _____%.

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<PAGE> 282
ERV 1/n
T = [(-----) - 1]
P

Where: T = average annual total return

ERV = ending redeemable value at the end of the
period covered by the computation of a
hypothetical $1,000 payment made at the
beginning of the period

P = hypothetical initial payment of $1,000

n = period covered by the computation, expressed
in terms of years

ERV
(-----) - 1
P

The calculations of average annual total return and aggregate
total return assume the reinvestment of all dividends and capital gain
distributions on the reinvestment dates during the period and include all
recurring fees charged to all shareholder accounts, assuming an account size
equal to such Funds' mean (or median) account size for any fees that vary with
the size of the account. The maximum sales load and other charges deducted
from payments are deducted from the initial $1,000 payment (variable "P" in the
formula). The ending redeemable value (variable "ERV" in the formula) is
determined by assuming complete redemption of the hypothetical investment and
the deduction of all nonrecurring charges at the end of the measuring period
covered by the computation.

The average annual total return for the Predecessor Fund's one
year period ending April 30, 1996 was _____% (after taking the sales load into
account) and _____% (without taking into account any sales load). The average
annual total return since the Predecessor Fund's commencement of operations
through April 30, 1996 was ______% (after taking into account the sales load)
and _____% (without taking into account any sales load). The Fund commenced
operations on August 10, 1994.

The Fund may also from time to time include in Materials a
total return figure that is not calculated according to the

-23-
<PAGE> 283
formulas set forth above in order to compare more accurately a Fund's
performance with other measures of investment return. For example, in
comparing a Fund's total return with data published by Lipper Analytical
Services, Inc., CDA Investment Technologies, Inc. or Weisenberger Investment
Company Service, or with the performance of an index, the Fund may calculate
its aggregate total return for the period of time specified in the
advertisement or communication by assuming the investment of $10,000 in shares
and assuming the reinvestment of each dividend or other distribution at net
asset value on the reinvestment date. Percentage increases are determined by
subtracting the initial value of the investment from the ending value and by
dividing the remainder by the beginning value. The Fund does not, for these
purposes, deduct from the initial value invested any amount representing sales
charges. The Fund will, however, disclose the maximum sales charge and will
also disclose that the performance data do not reflect sales charges and that
inclusion of sale charges would reduce the performance quoted.

The Fund may also from time to time include discussions or
illustrations of the effects of compounding in Materials. "Compounding" refers
to the fact that, if dividends or other distributions on the Fund investment
are reinvested by being paid in additional Fund shares, any future income or
capital appreciation of the Fund would increase the value, not only of the
original Fund investment, but also of the additional Fund shares received
through reinvestment. As a result, the value of the Fund investment would
increase more quickly than if dividends or other distributions had been paid in
cash.

In addition, the Fund may also include in Materials,
discussions and/or illustrations of the potential investment goals of a
prospective investor, investment management strategies, techniques, policies or
investment suitability of the Fund, high-quality investments, economic
conditions, the relationship between sectors of the economy and the economy as
a whole, various securities markets, the effects of inflation and historical
performance of various asset classes, including but not limited to, stocks,
bonds and Treasury securities. From time to time, Materials may summarize the
substance of information contained in shareholder reports (including the
investment composition of the Fund), as well as the views of the adviser as to
current market, economic, trade and interest rate trends, legislative,
regulatory and monetary developments, investment strategies and related matters
believed to be of relevance to the Fund. The Fund may also include in
Materials charts, graphs or drawings which compare the investment objective,
return potential, relative stability and/or growth possibilities of the Fund
and/or other mutual funds, or illustrate the potential risks and rewards of
investment in various investment vehicles, including but not limited to,
stocks, bonds, Treasury securities and shares of the Fund and/or other mutual
funds. Materials may include a discussion of certain attributes or benefits
to be derived by an investment in the Fund and/or other

-24-
<PAGE> 284
mutual funds (such as value investing, market timing, dollar cost averaging,
asset allocation, constant ratio transfer, automatic accounting rebalancing,
the advantages and disadvantages of investing in tax-deferred and taxable
investments), shareholder profiles and hypothetical investor scenarios, timely
information on financial management, tax and retirement planning and investment
alternatives to certificates of deposit and other financial instruments. Such
Materials may include symbols, headlines or other material which highlight or
summarize the information discussed in more detail therein.

MISCELLANEOUS
-------------

The following shareholders beneficially owned 5% or more of
the outstanding shares of the Predecessor Fund as of May 3, 1996:

<TABLE>
<CAPTION>
Number of Percentage
Outstanding of
Retail Retail
Predecessor Shares Shares
- ----------------------- ----------- --------
Fund
----
<S> <C> <C>
Sheldon & Co (Integra-49) 8,816,971,514 98.5%
c/o National City
Attn: Trust Mutual Funds
P.O. Box 94777, Loc. 5312
Cleveland, OH 44101-4777
</TABLE>

No Institutional shares of the Predecessor Fund had been issued as of
May 3, 1996.

-25-
<PAGE> 285
FINANCIAL STATEMENTS

The financial statements for the Predecessor Fund for the
fiscal year ended April 30, 1996 and the periods prior thereto are contained in
the Predecessor Fund's Annual Report to Shareholders (the "Financial
Statements"), which has been filed with the Securities and Exchange Commission
and is incorporated into this Statement of Additional Information by reference.
The Financial Statements and the information included in the Financial
Highlights tables for the same periods which appear in the Fund's prospectus
have been audited by __________________, independent accountants for the
Predecessor Fund, whose report thereon appears in such Annual Reports. The
Financial Statements in such Annual Reports have been incorporated herein and
in the Fund's Prospectus, in reliance upon the report of said firm of
independent accountants given upon their authority as experts in accounting
and auditing.

-26-
<PAGE> 286
APPENDIX A
----------
DESCRIPTION OF RATINGS

Corporate Long-Term Debt Ratings
- --------------------------------

The following summarizes the rating categories used by
Standard & Poor's Ratings Group ("S&P") for corporate debt:

"AAA" - This designation represents the highest rating
assigned by S&P to a debt obligation and indicates an
extremely strong capacity to pay interest and repay principal.

"AA" - Debt is considered to have a very strong capacity to
pay interest and repay principal and differs from "AAA" issues
only to a small degree.

"CI" - this rating is reserved for income bonds on which no
interest is being paid.

"D" - Debt is in default, and payment of interest and/or
repayment of principal is in arrears.

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PLUS (+) OR MINUS (-) - The ratings from "AA" through "CCC"
may be modified by the addition of a plus or minus sign to show relative
standing within the major rating categories.

The following summarizes the rating categories used by Moody's
Investors Service, Inc. ("Moody's") for corporate debt:

A-2
<PAGE> 288
Con. (---) - Bonds for which the security depends upon the
completion of some act or the fulfillment of some condition
are rated conditionally. These are bonds secured by (a)
earnings of projects under construction, (b) earnings of
projects unseasoned in operation experience, (c) rentals which
begin when facilities are completed, or (d) payments to which
some other limiting condition attaches. Parenthetical rating
denotes probable credit stature upon completion of
construction or elimination of basis of condition.

The following summarizes the rating categories used by Duff &
Phelps Credit Rating Co. ("Duff & Phelps") for corporate debt:

"AAA" - Debt is considered to be of the highest credit
quality. The risk factors are negligible, being only slightly
more than for risk-free U.S. Treasury debt.

"AA" - Debt is considered of high credit quality. Protection
factors are strong. Risk is modest but may vary slightly from
time to time because of economic conditions.

"A" - Debt possesses protection factors which are average but
adequate. However, risk factors are more variable and greater
in periods of economic stress.

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<PAGE> 289
To provide more detailed indications of credit quality, the
"AA," "A," "BBB," "BB" and "B" ratings may be modified by the addition of a
plus (+) or minus (-) sign to show relative standing within these major
categories.

The following summarizes the rating categories used by Fitch
Investors Service, Inc. ("Fitch") for corporate bonds:

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<PAGE> 290
To provide more detailed indications of credit quality, the
Fitch ratings from and including "AA" to "C" may be modified by the addition of
a plus (+) or minus (-) sign to show relative standing within these major
rating categories.

IBCA may append a rating of plus (+) or minus (-) to a rating
to denote relative status within major rating categories.

A-5
<PAGE> 291
Commercial Paper Ratings
- ------------------------

"A-1" - Issue's degree of safety regarding timely payment is
strong. Those issues determined to possess extremely strong
safety characteristics are denoted "A-1+."

"A-2" - Issue's capacity for timely payment is satisfactory.
However, the relative degree of safety is not as high as for
issues designated "A-1."

"B" - Issue has only a speculative capacity for timely
payment.

"C" - Issue has a doubtful capacity for payment.

"D" - Issue is in payment default.

A-6
<PAGE> 292
while sound, will be more subject to variation.
Capitalization characteristics, while still appropriate, may
be more affected by external conditions. Ample alternative
liquidity is maintained.

"Not Prime" - Issuer does not fall within any of the Prime
rating categories.

The following summarizes the rating categories used by Duff &
Phelps for commercial paper:

"Duff 1" - Debt possesses very high certainty of timely
payment. Liquidity factors are excellent and supported by
good fundamental protection factors. Risk factors are minor.

"Duff 1-" - Debt possesses high certainty of timely payment.
Liquidity factors are strong and supported by good fundamental
protection factors. Risk factors are very small.

"Duff 4" - Debt possesses speculative investment
characteristics. Liquidity is not sufficient to ensure
against disruption in debt service. Operating factors

A-7
<PAGE> 293
and market access may be subject to a high degree of
variation.

"Duff 5" - Issuer has failed to meet scheduled principal
and/or interest payments.

"F-1+" - Securities possess exceptionally strong credit
quality. Issues assigned this rating are regarded as having
the strongest degree of assurance for timely payment.

"F-1" - Securities possess very strong credit quality. Issues
assigned this rating reflect an assurance of timely payment
only slightly less in degree than issues rated "F-1+."

"D" - Securities are in actual or imminent payment default.

Fitch may also use the symbol "LOC" with its short-term
ratings to indicate that the rating is based upon a letter of credit issued by
a commercial bank.

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<PAGE> 294
"A1+" - Obligations are supported by the highest capacity for
timely repayment.

"A1" - Obligations are supported by a strong capacity for
timely repayment.

"A2" - Obligations are supported by a good capacity for timely
repayment.

"A3" - Obligations are supported by a satisfactory capacity
for timely repayment.

"B" - Obligations for which there is an uncertainty as to the
capacity to ensure timely repayment.

"C" - Obligations for which there is a high risk of default or
which are currently in default.

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<PAGE> 295
APPENDIX B
----------

As stated in the Prospectus, the Fund may enter into certain futures
transactions for hedging purposes. Such transactions are described in this
Appendix.

I. INTEREST RATE FUTURES CONTRACTS

USE OF INTEREST RATE FUTURES CONTRACTS. Bond prices are established
in both the cash market and the futures market. In the cash market, bonds are
purchased and sold with payment for the full purchase price of the bond being
made in cash, generally within five business days after the trade. In the
futures market, only a contract is made to purchase or sell a bond in the
future for a set price on a certain date. Historically, the prices for bonds
established in the futures markets have tended to move generally in the
aggregate in concert with the cash market prices and have maintained fairly
predictable relationships. Accordingly, the Fund may use interest rate futures
contracts as a defense, or hedge, against anticipated interest rate changes and
not for speculation. As described below, this would include the use of futures
contract sales to protect against expected increases in interest rates and
futures contract purchases to offset the impact of interest rate declines.

B-1
<PAGE> 296
Although interest rate futures contracts by their terms call for
actual delivery or acceptance of securities, in most cases the contracts are
closed out before the settlement date without the making or taking of delivery
of securities. Closing out a futures contract sale is effected by a Fund's
entering into a futures contract purchase for the same aggregate amount of the
specific type of financial instrument and the same delivery date. If the price
of the sale exceeds the price of the offsetting purchase, the Fund is
immediately paid the difference and thus realizes a gain. If the offsetting
purchase price exceeds the sale price, the Fund pays the difference and
realizes a loss. Similarly, the closing out of a futures contract purchase is
effected by the Fund entering into a futures contract sale. If the offsetting
sale price exceeds the purchase price, the Fund realizes a gain, and if the
purchase price exceeds the offsetting sale price, the Fund realizes a loss.

A public market now exists in futures contracts covering various
financial instruments including long-term United States Treasury Bonds and
Notes; three-month United States Treasury Bills; and ninety-day commercial
paper. The Fund may trade in any interest rate futures contracts for which
there exists a public market, including, without limitation, the foregoing
instruments.

EXAMPLE OF FUTURES CONTRACT SALE. The Fund may engage in an interest
rate futures contract sale to maintain the income advantage from continued
holding of a long-term bond while endeavoring to avoid part or all of the loss
in market value that would otherwise accompany a decline in long-term
securities prices. Assume that the market value of a certain security held by
the Fund tends to move in concert with the futures market prices of long-term
United States Treasury bonds ("Treasury bonds"). The adviser wishes to fix the
current market value of this Fund security until some point in the future.
Assume the Fund security has a market value of 100, and the adviser believes
that because of an anticipated rise in interest rates, the value will decline
to 95. The Fund might enter into futures contract sales of Treasury bonds for
a equivalent of 98. If the market value of the Fund security does indeed
decline from 100 to 95, the equivalent futures market price for the Treasury
bonds might also decline from 98 to 93.

In that case, the five point loss in the market value of the Fund
security would be offset by the five point gain realized by closing out the
futures contract sale. Of course, the futures

B-2
<PAGE> 297
market price of Treasury bonds might well decline to more than 93 or to less
than 93 because of the imperfect correlation between cash and futures prices
mentioned below.

The adviser could be wrong in their forecast of interest rates and the
equivalent futures market price could rise above 98. In this case, the market
value of the Fund securities, including the Fund security being protected,
would increase. The benefit of this increase would be reduced by the loss
realized on closing out the futures contract sale.

EXAMPLE OF FUTURES CONTRACT PURCHASE. The Fund may engage in a
interest rate futures contract purchase when it is not fully invested in
long-term bonds but wishes to defer for a time the purchase of long-term bonds
in light of the availability of advantageous interim investments, e.g., shorter
term securities whose yields are greater than those available on long-term
bonds. The Fund's basic motivation would be to maintain for a time the income
advantage from investing in the short-term securities; the Fund would be
endeavoring at the same time to eliminate the effect of all or part of a
expected increase in market price of the long-term bonds that the Fund may
purchase.

The adviser could be wrong in its forecast of interest rates;
long-term interest rates might rise to above 10%; and the

B-3
<PAGE> 298
equivalent futures market price could fall below 98. If short-term rates at
the same time fall to 10% or below, it is possible that the Fund would continue
with its purchase program for long-term bonds. The market price of available
long-term bonds would have decreased. The benefit of this price decrease, and
thus yield increase, will be reduced by the loss realized on closing out the
futures contract purchase.

II. MARGIN PAYMENTS

B-4
<PAGE> 299
of variation margin is then made, additional cash is required to be paid by or
released to the Fund, and the Fund realizes a loss or gain.

III. RISKS OF TRANSACTIONS IN FUTURES CONTRACTS

There are several risks in connection with the use of futures by the
Fund as hedging devices. One risk arises because of the imperfect correlation
between movements in the price of the futures and movements in the price of the
instruments which are the subject of the hedge. The price of the future may
move more than or less than the price of the instruments being hedged. If the
price of the futures moves less than the price of the instruments which are the
subject of the hedge, the hedge will not be fully effective but, if the price
of the instruments being hedged has moved in an unfavorable direction, the Fund
would be in a better position than if it had not hedged at all. If the price
of the instruments being hedged has moved in a favorable direction, this
advantage will be partially offset by the loss on the futures. If the price of
the futures moves more than the price of the hedged instruments, the Fund will
experience either a loss or gain on the futures which will not be completely
offset by movements in the price of the instruments which are the subject of
the hedge. To compensate for the imperfect correlation of movements in the
price of instruments being hedged and movements in the price of futures
contracts, the Fund may buy or sell futures contracts in a greater dollar
amount than the dollar amount of instruments being hedged if the volatility
over a particular time period of the prices of such instruments has been
greater than the volatility over such time period of the futures, or if
otherwise deemed to be appropriate by the advisers. Conversely, the Fund may
buy or sell fewer futures contracts if the volatility over a particular time
period of the prices of the instruments being hedged is less than the
volatility over such time period of the futures contract being used, or if
otherwise deemed to be appropriate by the adviser.

B-5
<PAGE> 300
deposit requirements, investors may close futures contracts through off-setting
transactions which could distort the normal relationship between the cash and
futures markets. Second, with respect to financial futures contracts, the
liquidity of the futures market depends on participants entering into
off-setting transactions rather than making or taking delivery. To the extent
participants decide to make or take delivery, liquidity in the futures market
could be reduced thus producing distortions. Third, from the point of view of
speculators, the deposit requirements in the futures market are less onerous
than margin requirements in the securities market. Therefore, increased
participation by speculators in the futures market may also cause temporary
price distortions. Due to the possibility of price distortion in the futures
market, and because of the imperfect correlation between the movements in the
cash market and movements in the price of futures, a correct forecast of
general market trends or interest rate movements by the advisers may still not
result in a successful hedging transaction over a short time frame.

B-6
<PAGE> 301
Successful use of futures by the Fund is also subject to the adviser's
ability to predict correctly movements in the direction of the market. For
example, if the Fund has hedged against the possibility of a decline in the
market adversely affecting securities held by it and securities prices increase
instead, the Fund will lose part or all of the benefit to the increased value
of its securities which it has hedged because it will have offsetting losses in
its futures positions. In addition, in such situations, if the Fund has
insufficient cash, it may have to sell securities to meet daily variation
margin requirements. Such sales of securities may be, but will not necessarily
be, at increased prices which reflect the rising market. The Fund may have to
sell securities at a time when it may be disadvantageous to do so.

IV. OTHER MATTERS

Accounting for futures contracts will be in accordance with generally
accepted accounting principles.

B-7
<PAGE> 302

FORM N-1A
---------

Part C - Other Information
--------------------------

Item 24. FINANCIAL STATEMENTS AND EXHIBITS

(A) Financial Statements
--------------------

(1) None.

(B) Exhibits
--------

(1) Declaration of Trust dated January 28, 1986.

(a) Amendment No. 1 to Declaration of Trust.

(b) Amendment No. 2 to Declaration of Trust.

(c) Certificate of Classification of Shares
reflecting the creation of the Tax Exempt Portfolio (Trust) as
filed with the Office of Secretary of State of Massachusetts
on October 16, 1989.

(d) Certificate of Classification of Shares
reflecting the creation of Special Series 1 in the Money
Market, Government, Treasury, Tax Exempt, Equity, Bond and
Ohio Tax Exempt Portfolios as filed with the Office of
Secretary of State of Massachusetts on December 11, 1989.

(e) Certificate of Classification of Shares
reflecting the creation of Special Series 1 in the Money
Market, Government, Treasury, Tax Exempt, Equity, Bond and
Ohio Tax Exempt Portfolios as filed with the Office of the
Secretary of State of Massachusetts on September 12, 1990.

(f) Certificate of Classification of Shares
reflecting the creation of Class L and Class L-Special Series
1 shares, Class M and Class M-Special Series 1, Class N and
Class N-Special Series 1, Class O and Class O-Special Series
1, and Class P and Class P-Special Series 1 representing
interests in the National Tax Exempt Portfolio, Equity Income
Portfolio, Mid Cap Regional Equity Portfolio, Enhanced Income
Fund and Total Return Advantage Fund, respectively, as filed
with the Office of Secretary of State of Massachusetts on June
30, 1994.

(g) Form of Certificate of Classification of
Shares reflecting the creation of Class Q and Class Q-Special
Series 1 shares, Class R and Class R-Special

C-1
<PAGE> 303
Series 1, Class S and Class S-Special Series 1, and Class T
and Class T-Special Series 1 representing interests in the
Pennsylvania Tax Exempt, Intermediate Government, GNMA and
Pennsylvania Municipal Funds.

(2) Code of Regulations as approved and adopted by
Registrant's Board of Trustees on January 28, 1986 is
incorporated herein by reference to Exhibit (2) to
Pre-Effective Amendment No. 2 to Registrant's Registration
Statement filed on January 30, 1986.

(a) Amendment No. 1 to Code of Regulations is
incorporated herein by reference to Exhibit (2)(a) to Post-
Effective Amendment No. 6 to Registrant's Registration
Statement filed on August 1, 1989.

(3) None.

(4) (a) Specimen copy of share certificate for Class
A units of beneficial interest is incorporated herein by
reference to Exhibit (4)(a) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed on January 30,
1986.

(b) Specimen copy of share certificate for Class
A - Special Series 1 units of beneficial interest is
incorporated herein by reference to Exhibit (4)(b) to
Post-Effective Amendment No. 13 to the Registrant's
Registration Statement filed on July 27, 1990.

(c) Specimen copy of share certificate for Class
B units of beneficial interest is incorporated herein by
reference to Exhibit (4)(b) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed on January 30,
1986.

(d) Specimen copy of share certificate for Class
B - Special Series 1 units of beneficial interest is
incorporated herein by reference to Exhibit (4)(d) to
Post-Effective Amendment No. 13 to the Registrant's
Registration Statement filed on July 27, 1990.

(e) Specimen copy of share certificate for Class
C units of beneficial interest is incorporated herein by
reference to Exhibit (4)(c) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed on January 30,
1986.

(f) Specimen copy of share certificate for Class
C - Special Series 1 units of beneficial interest is
incorporated herein by reference to Exhibit (4)(f) to

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<PAGE> 304
Post-Effective Amendment No. 13 to Registrant's Registration
Statement filed July 27, 1990.

(g) Specimen copy of share certificates for Class
D units of beneficial interest is incorporated herein by
reference to Exhibit (4)(d) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed on January 30,
1986.

(h) Specimen copy of share certificate for Class
D - Special Series 1 units of beneficial interest is
incorporated hereby by reference to Exhibit (4)(h) to
Post-Effective Amendment No. 13 to Registrant's Registration
Statement filed July 27, 1990.

(i) Specimen copy of share certificate for Class
E units of beneficial interest is incorporated herein by
reference to Exhibit (4)(e) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed on January 30,
1986.

(j) Specimen copy of share certificate for Class
F units of beneficial interest is incorporated herein by
reference to Exhibit (4)(f) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed on January 30,
1986.

(k) Specimen copy of share certificate for Class
G units of beneficial interest is incorporated herein by
reference to Exhibit (4)(g) to Pre-Effective Amendment No. 2
to Registrant's Registration Statement filed on January 30,
1986.

(l) Specimen copy of share certificate for Class
J units of beneficial interest is incorporated herein by
reference to Exhibit (4)(h) to Post-Effective Amendment No. 6
to Registrant's Registration Statement filed on August 1,
1989.

(m) Specimen copy of share certificate for Class
H units of beneficial interest is incorporated herein by
reference to Exhibit (4)(i) to Post-Effective Amendment No. 10
to Registrant's Registration Statement filed on April 17,
1990.

(n) Specimen copy of share certificate for Class
H - Special Series 1 units of beneficial interest is
incorporated herein by reference to Exhibit (4)(j) to
Post-Effective Amendment No. 10 to Registrant's Registration
Statement filed on April 17, 1990.

C-3
<PAGE> 305
(o) Specimen copy of share certificate for Class
I units of beneficial interest is incorporated herein by
reference to Exhibit (4)(k) to Post-Effective Amendment No. 10
to Registrant's Registration Statement filed on April 17,
1990.

(p) Specimen copy of share certificate for Class
I - Special Series 1 units of beneficial interest is
incorporated herein by reference to Exhibit (4)(l) to
Post-Effective Amendment No. 10 to Registrant's Registration
Statement filed on April 17, 1990.

(q) Specimen copy of share certificate for Class
K units of beneficial interest is incorporated herein by
reference to Exhibit (4)(m) to Post-Effective Amendment No. 10
to Registrant's Registration Statement filed on April 17,
1990.

(r) Specimen copy of share certificate for Class
K - Special Series 1 units of beneficial interest is
incorporated herein by reference to Exhibit (4)(n) to
Post-Effective Amendment No. 10 to Registrant's Registration
Statement filed on April 17, 1990.

(5) (a) Investment Advisory Agreement for the Money
Market Portfolio, Government Portfolio and Treasury Portfolio
among Registrant and National City Bank and BancOhio National
Bank, dated June 17, 1986 is incorporated herein by reference
to Exhibit (5)(a) to Post-Effective Amendment No. 1 to
Registrant's Registration Statement filed on December 16,
1986.

(b) Investment Advisory Agreement for the Money
Market Portfolio (Trust), Government Portfolio (Trust) and
Treasury Portfolio (Trust) among Registrant and National City
Bank and BancOhio National Bank, dated June 17, 1986 is
incorporated herein by reference to Exhibit (5)(b) to
Post-Effective Amendment No. 1 to Registrant's Registration
Statement filed on December 16, 1986.

(c) Investment Advisory Agreement for the Tax
Exempt Portfolio between Registrant and National City Bank,
dated July 11, 1989, is incorporated herein by reference to
Exhibit (5)(c) to Post-Effective Amendment No. 7 to
Registrant's Registration Statement filed on September 28,
1989.

(d) Investment Advisory Agreement for the Tax
Exempt Portfolio (Trust) between Registrant and National City
Bank, dated October 17, 1989 is incorporated herein by
reference to Exhibit (5)(d) to

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<PAGE> 306
Post-Effective Amendment No. 10 to Registrant's Registration
Statement filed April 17, 1990.

(e) Investment Advisory Agreement for the Bond
Portfolio, Equity Portfolio and Ohio Tax Exempt Portfolio
among Registrant and National City Bank and BancOhio National
Bank, dated December 22, 1989 is incorporated herein by
reference to Exhibit (5)(e) to Post-Effective Amendment No. 10
to Registrant's Registration Statement filed April 17, 1990.

(f) Investment Advisory Agreement for the Money
Market Portfolio, Government Portfolio, Treasury Portfolio,
Tax Exempt Portfolio, Equity Portfolio, Bond Portfolio and
Ohio Tax Exempt Portfolio among Registrant, National City
Bank, BancOhio National Bank and First National Bank of
Louisville dated September 26, 1990 is incorporated herein by
reference to Exhibit (5)(f) to Post-Effective Amendment No. 14
to Registrant's Registration Statement filed on September 5,
1990.

(g) Investment Advisory Agreement for the Money
Market Portfolio (Trust), Government Portfolio (Trust),
Treasury Portfolio (Trust) and Tax Exempt Portfolio (Trust)
among Registrant, National City Bank, BancOhio National Bank
and First National Bank of Louisville dated September 26, 1990
is incorporated herein by reference to Exhibit (5)(g) to
Post-Effective Amendment No. 14 to Registrant's Registration
Statement filed on September 5, 1990.

(h) Investment Advisory Agreement for the
Enhanced Income Fund and the Total Return Advantage Fund
between Registrant and National Asset Management Corporation
dated July 5, 1994, is incorporated herein by reference to
Exhibit (5)(h) to Post-Effective Amendment No. 21 to
Registrant's Registration Statement filed on August 31, 1994.

(i) Investment Advisory Agreement for the Equity
Income Portfolio among Registrant, National City Bank,
National City Bank, Columbus and National City Bank, Kentucky
dated June 30, 1994, is incorporated herein by reference to
Exhibit (5)(i) to Post-Effective Amendment No. 21 to
Registrant's Registration Statement filed on August 31, 1994.

(j) Investment Advisory Agreement for the Mid Cap
Regional Equity Portfolio between Registrant and National City
Bank dated July 25, 1994, is incorporated herein by reference
to Exhibit (5)(j) to Post-Effective

C-5
<PAGE> 307
Amendment No. 21 to Registrant's Registration Statement filed
on August 31, 1994.

(k) Investment Advisory Agreement for the
National Tax Exempt Portfolio among Registrant, National City
Bank, National City Bank, Columbus, National City Bank,
Kentucky and National City Bank, Indiana is incorporated
herein by reference to Exhibit (5)(l) to Post-Effective
Amendment No. 20 to Registrant's Registration Statement filed
on February 11, 1994.

(l) Form of Investment Advisory Agreement for the
Pennsylvania Tax Exempt, Intermediate Government, GNMA and
Pennsylvania Municipal Funds between Registrant and National
City Bank.

(m) Form of Sub-Advisory Agreement for the
Pennsylvania Tax Exempt and Pennsylvania Municipal Funds
between National City Bank and Weiss, Peck & Greer L.L.C.

(6) (a) Distribution Agreement for the Money Market
Portfolio (Trust), Government Portfolio (Trust), Treasury
Portfolio (Trust), Money Market Portfolio, Government
Portfolio and Treasury Portfolio between Registrant and
McDonald & Company Securities, Inc., dated June 17, 1986 is
incorporated herein by reference to Exhibit (6)(a) to
Post-Effective Amendment No. 1 to Registrant's Registration
Statement filed on December 16, 1986.

(b) Distribution Agreement for the Tax Exempt
Portfolio between Registrant and McDonald & Company
Securities, Inc. is incorporated herein by reference to
Exhibit (6)(b) to Post-Effective Amendment No. 1 to
Registrant's Registration Statement filed on December 16,
1986.

(c) Distribution Agreement for the Tax Exempt
Portfolio (Trust) between Registrant and McDonald & Company
Securities, Inc., dated October 17, 1989 is incorporated
herein by reference to Exhibit (6)(c) to Post-Effective
Amendment No. 12 to Registrant's Registration Statement filed
on June 25, 1990.

(d) Distribution Agreement for the Bond
Portfolio, Equity Portfolio and Ohio Tax Exempt Portfolio
between Registrant and McDonald & Company Securities, Inc.,
dated December 22, 1989 is incorporated herein by reference to
Exhibit (6)(d) to

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<PAGE> 308
Post-Effective Amendment No. 12 to Registrant's Registration
Statement filed on June 25, 1990.

(e) Distribution Agreement for the Money Market,
Government, Treasury, Tax Exempt, Money Market (Trust),
Government (Trust), Treasury (Trust), Tax Exempt (Trust),
Equity, Fixed Income and Ohio Tax Exempt Portfolios of the
Registrant among Registrant, Allmerica Investments, Inc. and
State Mutual Life Assurance Company of America, dated March 1,
1993, is incorporated herein by reference to Exhibit (6)(e) to
Post-Effective Amendment No. 16 to Registrant's Registration
Statement filed on March 1, 1993.

(f) Distribution Agreement among Registrant,
Allmerica Investments, Inc. and State Mutual Life Assurance
Company of America, dated April 11, 1994, is incorporated
herein by reference to Exhibit (6)(f) to Post-Effective
Amendment No. 21 to Registrant's Registration Statement filed
on August 31, 1994.

(g) Distribution Agreement among Registrant, The
Shareholder Services Group, Inc. d/b/a/ 440 Financial and 440
Financial Distributors, Inc., dated March 31, 1995, is
incorporated herein by reference to Exhibit (6)(g) to
Post-Effective Amendment No. 23 to Registrant's Registration
Statement filed on May 11, 1995.

(7) None.

(8) (a) Custodian Services Agreement between
Registrant and National City Bank, dated November 7, 1994, is
incorporated herein by reference to Exhibit (8)(a) to
Post-Effective Amendment No. 22 to Registrant's Registration
Statement filed on December 30, 1994.

(b) Sub-Custodian Agreement between National City
Bank and The Bank of California, National Association, dated
November 7, 1994, is incorporated herein by reference to
Exhibit (8)(a) to Post-Effective Amendment No. 22 to
Registrant's Registration Statement filed on December 30,
1994.

(c) Form of Exhibit A to the Custodian Services
Agreement between Registrant and National City Bank with
respect to the Pennsylvania Tax Exempt, Intermediate
Government, GNMA and Pennsylvania Municipal Funds.

C-7
<PAGE> 309
(9) (a) Administration and Accounting Services
Agreement for the Money Market Portfolio, Government Portfolio
and Treasury Portfolio between Registrant and Provident
Financial Processing Corporation, dated September 11, 1987 is
incorporated herein by reference to Exhibit (9)(a) to
Post-Effective Amendment No. 13 to Registrant's Registration
Statement filed on July 27, 1990.

(b) Administration and Accounting Services
Agreement for the Money Market Portfolio (Trust), Government
Portfolio (Trust) and Treasury Portfolio (Trust) between
Registrant and Provident Financial Processing Corporation,
dated September 11, 1987 is incorporated herein by reference
to Exhibit (9)(b) to Post-Effective Amendment No. 13 to
Registrant's Registration Statement filed on July 27, 1990.

(c) Administration and Accounting Services
Agreement for Money Market Portfolio, Government Portfolio,
Treasury Portfolio, Tax Exempt Portfolio, Money Market
Portfolio (Trust), Government Portfolio (Trust), Treasury
Portfolio (Trust) and Tax Exempt Portfolio (Trust) between
Registrant and Provident Financial Processing Corporation,
dated October 17, 1989 is incorporated herein by reference to
Exhibit (9)(c) to Post-Effective Amendment No. 12 to
Registrant's Registration Statement filed on June 25, 1990.

(d) Administration and Accounting Services
Agreement for Equity Portfolio, Bond Portfolio and Ohio Tax
Exempt Portfolio between Registrant and Provident Financial
Processing Corporation, dated December 22, 1989 is
incorporated herein by reference to Exhibit (9)(d) to
Post-Effective Amendment No. 12 to Registrant's Registration
Statement filed on June 25, 1990.

(e) Administration and Accounting Services
Agreement between Registrant and PFPC Inc., dated March 1,
1993 is incorporated by reference to Exhibit (9)(l) to
Post-Effective Amendment No. 16 to Registrant's Registration
Statement filed on March 1, 1993.

(f) Exhibit A to Administration and Accounting
Services Agreement dated March 1, 1993 between Registrant and
PFPC Inc., dated June 1, 1994, is incorporated herein by
reference to Exhibit (9)(f) to Post-Effective Amendment No. 21
to Registrant's Registration Statement filed on August 31,
1994.

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<PAGE> 310
(g) Form of Exhibit A to the Administration and
Accounting Services Agreement dated March 1, 1993 between
Registrant and PFPC Inc. with respect to the Pennsylvania Tax
Exempt, Intermediate Government, GNMA and Pennsylvania
Municipal Funds.

(h) Transfer Agency Agreement between Registrant,
440 Financial Group of Worcester, Inc. and State Mutual Life
Assurance Company of America, dated March 1, 1993 is
incorporated by reference to Exhibit (9)(m) to Post-Effective
Amendment No. 16 to Registrant's Registration Statement filed
on March 1, 1993.

(i) Transfer Agency Agreement between Registrant
and The Shareholder Services Group, Inc. d/b/a 440 Financial,
dated April 1, 1995, is incorporated herein by reference to
Exhibit (9)(h) to Post-Effective Amendment No. 23 to
Registrant's Registration Statement filed on May 11, 1995.

(j) Shareholder Services Plan and Form of
Servicing Agreement is incorporated herein by reference to
Exhibit (9)(g) to Post-Effective Amendment No. 7 to
Registrant's Registration Statement filed on September 28,
1989.

(k) Shareholder Services Plan and Form of
Servicing Agreement adopted by the Board of Trustees on
January 9, 1990 is incorporated herein by reference to Exhibit
(9)(h) to Post-Effective Amendment No. 10 to Registrant's
Registration Statement filed April 17, 1990.

(l) Shareholder Services Plan and Form of
Servicing Agreement adopted by the Board of Trustees on
February 14, 1991 is incorporated herein by reference to
Exhibit (9)(k) to Post-Effective Amendment No. 14 to
Registrant's Registration Statement filed September 5, 1991.

(m) Shareholder Services Plan and Form of
Servicing Agreement adopted by the Board of Trustees on
November 4, 1993 is incorporated herein by reference to
Exhibit (9)(o) to Post-Effective Amendment No. 20 to
Registrant's Registration Statement filed February 8, 1994.

(n) Shareholder Services Plan and Servicing
Agreement adopted by the Board of Trustees on April 1, 1995,
is incorporated herein by reference to Exhibit (9)(m) to
Post-Effective Amendment No. 23 to

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<PAGE> 311
Registrant's Registration Statement filed on May 11, 1995.

(o) Shareholder Services Plan and Servicing
Agreement adopted by the Board of Trustees on February 15,
1996 is incorporated herein by reference to Exhibit 13(o) to
Registrant's Registration Statement on Form N-14 filed on
May 13, 1996.

1(10) Opinion and consent of counsel.

(11) (a) Consent of Drinker Biddle & Reath.

(b) Consent of Ernst & Young LLP.

(12) None.

(13) Purchase Agreements between Registrant and McDonald &
Company Securities, Inc. are incorporated herein by reference
to Exhibit (13) to Post-Effective Amendment No. 1 to
Registrant's Registration Statement filed on December 16,
1986.

(a) Purchase Agreement between Registrant and
McDonald & Company Securities, Inc. with respect to the Tax
Exempt Portfolio dated July 19, 1988 is incorporated by
reference to Exhibit 13(a) to Post-Effective Amendment No. 5
to Registrant's Registration Statement filed on January 19,
1989.

(b) Purchase Agreement between Registrant and
McDonald & Company Securities, Inc. with respect to the Tax
Exempt Portfolio (Trust) dated October 17, 1989 is
incorporated herein by reference to Exhibit (13)(b) to
Post-Effective Amendment No. 13 to Registrant's Registration
Statement filed on July 27, 1990.

(c) Purchase Agreement between Registrant and
McDonald & Company Securities, Inc. with respect to the Equity
Portfolio and Bond Portfolio dated December 20, 1989 is
incorporated herein by reference to Exhibit (13)(c) to
Post-Effective Amendment No. 13 to Registrant's Registration
Statement filed on July 27, 1990.

____________________

1. To be filed under Rule 24f-2 as part of Registrant's Rule
24f-2 Notice.

2. To be filed by Amendment.

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<PAGE> 312
(d) Purchase Agreement between Registrant and
McDonald & Company Securities, Inc. with respect to the Ohio
Tax Exempt Portfolio dated January 5, 1990 is incorporated
herein by reference to Exhibit (13)(d) to Post-Effective
Amendment No. 13 to Registrant's Registration Statement filed
on July 27, 1990.

(e) Purchase Agreement between Registrant and
Allmerica Investments, Inc. with respect to the Enhanced
Income Fund dated July 5, 1994, is incorporated herein by
reference to Exhibit (13)(e) to Post-Effective Amendment No.
21 to Registrant's Registration Statement filed on August 31,
1994.

(f) Purchase Agreement between Registrant and
Allmerica Investments, Inc. with respect to the Equity Income
Portfolio dated June 30, 1994, is incorporated herein by
reference to Exhibit (13)(g) to Post-Effective Amendment No.
21 to Registrant's Registration Statement filed on August 31,
1994.

(g) Purchase Agreement between Registrant and
Allmerica Investments, Inc. with respect to the Mid Cap
Regional Equity Portfolio dated July 25, 1994, is incorporated
herein by reference to Exhibit (13)(h) to Post-Effective
Amendment No. 21 to Registrant's Registration Statement filed
on August 31, 1994.

(h) Purchase Agreement between Registrant and
Allmerica Investments, Inc. with respect to the Total Return
Advantage Fund dated July 5, 1994 is incorporated herein by
reference to Exhibit 13(f) to Post Effective Amendment No. 21
to Registrant's Registration Statement filed on August 31,
1994.

(i) Purchase Agreement between Registrant and
Allmerica Investments, Inc. with respect to the National Tax
Exempt Portfolio is incorporated herein by reference to
Exhibit 13(e) to Post Effective Amendment No. 20 to
Registrant's Registration Statement filed on February 8, 1994.

(j) Form of Purchase Agreement between Registrant
and 440 Financial Distributors, Inc. with respect to the
Pennsylvania Tax Exempt Fund.

(k) Form of Purchase Agreement between Registrant
and 440 Financial Distributors, Inc. with respect to the
Intermediate Government Fund.

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<PAGE> 313
(l) Form of Purchase Agreement between Registrant
and 440 Financial Distributors, Inc. with respect to the GNMA
Fund.

(m) Form of Purchase Agreement between Registrant
and 440 Financial Distributors, Inc. with respect to the
Pennsylvania Municipal Fund.

(14) None.

(15) (a) Registrant's 12b-1 Plan is incorporated
herein by reference to Exhibit (15) to Pre-Effective Amendment
No. 1 to Registrant's Registration Statement filed on January
13, 1986.

(b) Registrant's Revised Service and Distribution
Plan, dated March 1, 1993 is incorporated herein by reference
to Exhibit (15)(b) to Post-Effective Amendment No. 16 to
Registrant's Registration Statement filed on March 1, 1993.

(16) (a) Schedules for Computation of Performance
Quotations are incorporated herein by reference to Exhibit
(16) to Post-Effective Amendment No. 15 to Registrant's
Registration Statement filed on September 18, 1992.

(b) Schedules for Computation of Performance
Quotations for the Treasury, Mid Cap Regional Equity and
Equity Income Portfolios and the Enhanced Income and Total
Return Advantage Funds are incorporated herein by reference to
Exhibit (16) to Post-Effective Amendment No. 22 to
Registrant's Registration Statement filed on December 30,
1994.

(17) Inapplicable.

(18) Plan Pursuant to Rule 18f-3 for Operation of a
Dual-Class System incorporated herein by reference to
Registrant's Registration Statement on Form
N-14 filed on May 13, 1996.

Item 25. PERSONS CONTROLLED BY OR UNDER
COMMON CONTROL WITH REGISTRANT

Registrant is controlled by its Board of Trustees.

McDonald & Company Securities, Inc. ("McDonald"), the former
distributor of NCC Funds, provided the initial capitalization of Registrant.

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Item 26. NUMBER OF HOLDERS OF SECURITIES. The following information is
as of April 30, 1996:

<TABLE>
<CAPTION>
Total
Number of Record
Title of Class Holders Institutional Retail
-------------- ---------------- ------------- ------
<S> <C> <C> <C>
Class A units of
beneficial interest
(Money Market
Fund) 33,599 14,673 18,926

Class B units of
beneficial interest
(Government Fund) 2,636 2,232 404

Class C units of
beneficial interest
(Treasury Fund) 2,374 2,332 42

Class D units of
beneficial interest
(Tax Exempt Fund) 2,600 1,929 671

Class H units of
beneficial interest
(Equity Fund) 2,624 2,118 506

Class I units of
beneficial interest
(Fixed Income
Fund) 2,003 1,803 200

Class K units of
beneficial interest
(Ohio Tax Exempt
Fund) 918 797 121

Class M units of
beneficial interest
(Equity Income
Fund) 1,392 1,343 49

Class N units of
beneficial interest
(Mid Cap Regional
Fund) 1,851 1,249 602

Class O units of
beneficial interest
(Enhanced Income
Fund) 242 214 28

Class P units of
beneficial interest
(Total Return
Advantage Fund) 641 627 14
</TABLE>

C-13
<PAGE> 315
<TABLE>
<CAPTION>
Total
Number of Record
Title of Class Holders Institutional Retail
-------------- ---------------- ------------- ------
<S> <C> <C> <C>
Class Q units of
beneficial interest
(Pennsylvania Tax
Exempt Fund) 0 0 0

Class R units of
beneficial interest
(Intermediate
Government Fund) 0 0 0

Class S units of
beneficial interest
(GNMA Fund) 0 0 0

Class T units of
beneficial interest
(Pennsylvania
Municipal Fund) 0 0 0
</TABLE>

Item 27. INDEMNIFICATION

Indemnification of Registrant's principal underwriter,
custodian and transfer agent against certain losses is provided for,
respectively, in Section 1.14 of the Distribution Agreement, incorporated by
reference as Exhibit (6)(g) hereto, and Sections 12 and 17, respectively, of
the Custodian Services and Transfer Agency Agreements, incorporated by
reference as Exhibits (8)(a) and (9)(h) hereto. In Section 1.14 of the
Distribution Agreement, the Fund agrees to indemnify, defend and hold the
Distributor, its several officers and directors, and any person who controls
the Distributor within the meaning of Section 15 of the Securities Act of 1933,
as amended, free and harmless from and against any and all claims, demands,
liabilities and expenses (including the cost of investigating or defending such
claims, demands or liabilities and any counsel fees incurred in connection
therewith) which the Distributor, its officers and directors, or any such
controlling person, may incur under the Securities Act of 1933, as amended, or
under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated
in either any registration statement or any prospectus or necessary to make the
statements in either thereof not misleading; provided, however, that the
Trust's agreement to indemnify the Distributor, its officers or directors, and
any such controlling person shall not be deemed to cover any claims, demands,
liabilities or expenses arising out of an untrue statement or alleged untrue
statement or omission or alleged omission made in any registration statement or
prospectus

C-14
<PAGE> 316
in reliance upon and in conformity with written information furnished to the
Trust or its counsel by the Distributor and used in the preparation thereof.

In addition, Section 9.3 of Registrant's Declaration of Trust
dated January 28, 1986, incorporated by reference as Exhibit (1) hereto,
provides as follows:

9.3 INDEMNIFICATION OF TRUSTEES, REPRESENTATIVES AND
EMPLOYEES. The Trust shall indemnify each of its Trustees
against all liabilities and expenses (including amounts paid
in satisfaction of judgments, in compromise, as fines and
penalties, and as counsel fees) reasonably incurred by him in
connection with the defense or disposition of any action, suit
or other proceeding, whether civil or criminal, in which he
may be involved or with which he may be threatened, while as a
Trustee or thereafter, by reason of his being or having been
such a Trustee EXCEPT with respect to any matter as to which
he shall have been adjudicated to have acted in bad faith,
willful misfeasance, gross negligence or reckless disregard of
his duties, PROVIDED that as to any matter disposed of by a
compromise payment by such person, pursuant to a consent
decree or otherwise, no indemnification either for said
payment or for any other expenses shall be provided unless the
Trust shall have received a written opinion from independent
legal counsel approved by the Trustees to the effect that if
either the matter of willful misfeasance, gross negligence or
reckless disregard of duty, or the matter of bad faith had
been adjudicated, it would in the opinion of such counsel have
been adjudicated in favor of such person. The rights accruing
to any person under these provisions shall not exclude any
other right to which he may be lawfully entitled, PROVIDED
that no person may satisfy any right of indemnity or
reimbursement hereunder except out of the property of the
Trust. The Trustees may make advance payments in connection
with the indemnification under this Section 9.3, PROVIDED that
the indemnified person shall have provided a secured written
undertaking to reimburse the Trust in the event it is
subsequently determined that he is not entitled to such
indemnification.

The Trustees shall indemnify representatives and employees of
the Trust to the same extent that Trustees are entitled to
indemnification pursuant to this Section 9.3.

Section 12 of Registrant's Custodian Services Agreement
provides as follows:

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<PAGE> 317
12. INDEMNIFICATION. The Trust, on behalf of each of the
Funds, agrees to indemnify and hold harmless the Custodian and
its nominees from all taxes, charges, expenses, assessments,
claims and liabilities (including, without limitation,
liabilities arising under the 1933 Act, the 1934 Act, the 1940
Act, the CEA, and any state and foreign securities and blue
sky laws, and amendments thereto), and expenses, including
(without limitation) reasonable attorneys' fees and
disbursements, arising directly or indirectly from any action
which the Custodian takes or does not take (i) at the request
or on the direction of or in reliance on the advice of the
Fund or (ii) upon Oral or Written Instructions. Neither the
Custodian, nor any of its nominees, shall be indemnified
against any liability to the Trust or to its shareholders (or
any expenses incident to such liability) arising out of the
Custodian's or its nominees' own willful misfeasance, bad
faith, negligence or reckless disregard of its duties and
obligations under this Agreement.

In the event of any advance of cash for any purpose made by
the Custodian resulting from Oral or Written Instructions of
the Trust, or in the event that the Custodian or its nominee
shall incur or be assessed any taxes, charges, expenses,
assessments, claims or liabilities in respect of the Trust or
any Fund in connection with the performance of this Agreement,
except such as may arise from its or its nominee's own
negligent action, negligent failure to act or willful
misconduct, any Property at any time held for the account of
the relevant Fund or the Trust shall be security therefor.

Section 17 of Registrant's Transfer Agency Agreement provides
as follows:

17. INDEMNIFICATION. The Trust agrees to indemnify and
hold the Transfer Agent harmless from all taxes, charges,
expenses, assessments, claims and liabilities (including,
without limitation, liabilities arising under the 1933 Act,
the Securities Exchange Act of 1934, the 1940 Act, and any
state and foreign securities and blue sky laws, all as or as
to be amended from time to time) and expenses, including
(without limitation) attorneys' fees and disbursements,
arising directly or indirectly from any action or thing which
the Transfer Agent takes or does or omits to take or do at the
request or on the direction of or in reliance on the advise of
the fund, provided that the Transfer Agent shall not be
indemnified against any liability to the Fund or to its
Shareholders (or any

C-16
<PAGE> 318
expenses incident to such liability) arising out of the
Transfer Agent's negligent failure to perform its duties under
this Agreement.

Registrant has obtained from a major insurance carrier a
directors' and officers' liability policy covering certain types of errors and
omissions. In no event will Registrant indemnify any of its trustees,
officers, employees or agents against any liability to which such person would
otherwise be subject by reason of his willful misfeasance, bad faith or gross
negligence in the performance of his duties, or by reason of his reckless
disregard of the duties involved in the conduct of his office or under his
agreement with Registrant. Registrant will comply with Rule 484 under the
Securities Act of 1933 and Release No. 11330 under the Investment Company Act
of 1940 in connection with any indemnification.

Insofar as indemnification for liability arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of Registrant pursuant to the foregoing provisions, or otherwise,
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a trustee, officer, or controlling person of
Registrant in the successful defense of any action, suit, or proceeding) is
asserted by such trustee, officer, or controlling person in connection with the
securities being registered, Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

Item 28. BUSINESS AND OTHER CONNECTIONS
OF INVESTMENT ADVISERS

(a) Investment Adviser: National City Bank

National City Bank performs investment advisory services for
Registrant and certain other investment advisory customers. National City Bank
has been in the business of managing the investments of fiduciary and other
accounts throughout Ohio since October 1919. In addition to its trust
business, National City Bank provides commercial banking services.

To the knowledge of Registrant, none of the directors or
officers of National City Bank, except those set forth below, is or has been,
at any time during the past two calendar years,

C-17
<PAGE> 319
engaged in any other business, profession, vocation or employment of a
substantial nature, except that certain directors and officers also hold
various positions with, and engage in business for, National City Corporation,
which owns all the outstanding stock of National City Bank, or other
subsidiaries of National City Corporation. Set forth below are the names and
principal businesses of the directors and certain of the senior executive
officers of National City Bank who are engaged in any other business,
profession, vocation or employment of a substantial nature.

NATIONAL CITY BANK

<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Bank Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Edward B. Brandon Director Retired Chairman, Bank holding
National City company
Corporation

Director, The Automobile parts
Standard Products and supplies
Company

Director, Manufacturer of
RPM, Inc. protective coatings,
roofing materials and
paint

Director, Premier Electronics
Industrial Corp. distribution

John G. Breen Director Chairman and Manufacturer
Chief Executive of paints,
Officer, The coatings, and
Sherwin-Williams containers
Company

Steve D. Bullock Director Chief Executive Non-Profit
Officer and Organization
Chapter Manager,
American Red
Cross

Werner F. Bush Director Executive Vice Manufacturer
President and of specialty
and Chief Oper- chemicals
ating Officer
Ferro Corp.

Duane E. Collins Director President and Manufacturer
Chief Executive of hydraulic and
Officer, Parker and automotive
Hannifin Corp. equipment
</TABLE>

C-18
<PAGE> 320
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Bank Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
David A. Daberko Director Chairman and Bank holding
Chief Executive Company
Officer, National
City Corporation,
Vice Chairman of
Executive Committee

Director, Bank
National City
Bank, Columbus

Director, Bank
National City
Bank, Northeast

Director, Bank
National City
Bank, Dayton

Director, Bank
National City
Bank, Northwest

Director,
National City Bank
Bank, Indiana

Director,
National City
Bank, Kentucky

Officer and Tractor Sales
Director, Hudson
Tractor Sales,
Inc.

Director,
Student Loan
Marketing
Association

Robert J. Farling Director Chairman, President Electric Utility
and Chief Executive
Officer, Centerior
Energy Corporation

Russell R. Gifford Director President, CNG Natural Gas
Energy Services
Corporation

Henry J. Goodman Director Chairman and Furniture Company
Chief Executive
Officer,
H. Goodman, Inc.
</TABLE>

C-19
<PAGE> 321
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Bank Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Gordon D. Harnett Director President, Manufacturer of
Chairman and Engineered
Chief Executive Material
Officer, Brush
Wellman, Inc.

Preston B. Director Retired; formerly Electronic
Heller, Jr. Chairman and Chief Component
Executive Officer, Distributor
Pioneer Standard
Electronics, Inc.

Leon J. Hendrix, Director Partner, Private
Jr. Clayton, Dubilier Investment
& Rice, Inc. Firm

J. Peter Kelly Director President and Manufacturer
Chief Operating of
Officer, LTV Steel Steel
Company

William E. Chairman, Director and Execu-
MacDonald III President, Chief tive Vice President, Bank holding
Executive National City company
Officer and Corporation
Director

William P. Madar Director President and Manufacturer
Chief Executive of machinery
Officer, Nordson
Corporation

H. Gene Nau Director President and Chief Travel Agency
Executive Offer,
Premier Travel
Partners

William F. Patient Director Chairman, PVC manufacturer
President and Chief
Executive Officer,
The Geon Company

William R. Robertson Director, President Bank holding
Chairman of National City company
Trust Committee, Corporation
Member of
Executive
Committee

Shelley B. Roth Director President Ice Cream
Pierre's French
Ice Cream

Dr. Jerry Sue Director President, Education
Thornton Cuyahoga
Community
College
</TABLE>

C-20
<PAGE> 322
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Bank Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Thomas C. Sullivan Director Chairman of the Manufacturer
Board and Chief of protective
Executive Officer, coatings, roofing
RPM, Inc. material and paint

Morry Weiss Director Chairman and Greeting cards
Chief Executive
Officer, American
Greetings
Corporation

Theodore K. Zampetis Director President and Manufacturer of
Chief Operating rubber and plastic
Officer, The parts for automotive
Standard Products original equipment
Co. industry

W. Douglas Bannerman Executive Vice Senior Vice Bank Holding
President, Cor- President, company
porate Banking National City
Corporation

Jeffrey M. Biggar Executive Vice Senior Vice Bank Holding
President, President, company
Personal Trust National City
and Private Corporation
Banking

Paul G. Clark Executive Vice None
President,
Corporate
Banking

Jane Grebeonc Executive Vice None
President, Retail
Banking

Jeffrey D. Kelly Executive Vice Executive Vice Bank Holding
President, President, company
Investments National City
Corporation

Bruce T. Muddell Executive Vice None
President, Credit
Administration

Harold B. Todd, Jr. Executive Vice Executive Vice Bank Holding
President, President, company
Institutional National City
Trust and Asset Corporation
Management
</TABLE>

(b) Investment Adviser: National City Bank, Columbus
("National City Columbus")

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<PAGE> 323
National City Columbus performs investment advisory services
for Registrant and certain other investment advisory customers. National City
Columbus has been in the business of managing the investments of fiduciary and
other accounts throughout Ohio since 1915. In addition to its trust business,
National City Columbus provides commercial banking services.

To the knowledge of Registrant, none of the directors or
officers of National City Columbus, except those set forth below, is or has
been, at any time during the past two calendar years, engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain directors and officers also hold various positions with, and
engage in business for, National City Corporation, which owns all the
outstanding stock of National City Columbus. Set forth below are the names and
principal businesses of the directors and certain of the senior executive
officers of National City Columbus who are engaged in any other business,
profession, vocation or employment of a substantial nature.

NATIONAL CITY COLUMBUS

<TABLE>
<CAPTION>
Position with Other
National City Business Type of
Name Columbus Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>

Eric D. Chapman, III Director President and Health Care
Chief Executive Industry Consulting
Officer, Chapman
Health International,
Inc.

</TABLE>

C-22
<PAGE> 324
<TABLE>
<CAPTION>
Position with Other
National City Business Type of
Name Columbus Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
David A. Daberko Director Chairman and Bank holding
Chief Executive company
Officer, National
City Corporation,
Vice Chairman of
Executive Committee

Director, National Bank
City Bank, Northeast

Director, Bank
National City
Bank, Dayton

Director, Bank
National City
Bank, Northwest

Director, National Bank
City Bank, Indiana

Director, National Bank
City Bank, Cleveland

Director, National Bank
City Bank, Kentucky

Officer and Tractor sales
Director, Hudson
Tractor Sales,
Inc.

Director, Student Loan
Marketing Association

Vincent A. DiGirolamo Director Vice Chairman, Bank holding
National City company
Corporation

Richard E. Disbrow Director Retired, Chairman Electric
and Chief Executive Utility
Officer, American
Electric Power
Company, Inc.

Daniel E. Evans Director Chairman, Food Proc-
Bob Evans Farms, essing
Inc. Wholesale &
Retail

Director, National Bank
City Corporation holding Company

Thomas J. Fitzpatrick Director Chairman and General
Chief Executive Contractor
Officer, Elford,
Inc.

</TABLE>

C-23
<PAGE> 325
<TABLE>
<CAPTION>
Position with Other
National City Business Type of
Name Columbus Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
James H. Gilmour Director Chairman, Credit Card
National City Card company
Services

Gary A. Glaser Director, Executive Vice Bank holding
President President, Company
and Chief National City
Executive Officer Corporation

Director, Bank
National City
Bank, Dayton

Arthur D. Herrmann Director Retired Chairman, Bank
National City Bank,
Columbus

William G. Kelley Director Chairman and Retail
Chief Executive,
Officer, Consoli-
dated Stores Corp.

James H. Miller Director Retired, Tire Manu-
Gencorp. Inc. facturer

J. Frederick Reid Director Retired Chairman, Insurance
Grange Insurance
Companies

Carol L. Scott Director Retired, Mid- Governmental
western Regional Agency
Neighborhood
Reinvestment Corp.

Dr. K. Wayne Smith Director President and Computerized
Chief Executive Library
Officer, OCLC
Online Computer
Library Center, Inc.

William W. Wilkins Director President and Chief Health care
Executive Officer,
U.S. Health
Corporation

Dorothy M. Horvath Executive Vice None -
President,
Credit
Administration

Kelly E. Law Vice President, None -
Human Resources
Division

Stephen B. McLane Executive Vice None -
President,
Corporate Banking

</TABLE>

C-24
<PAGE> 326
<TABLE>
<CAPTION>
Position with Other
National City Business Type of
Name Columbus Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Richard A. Ray Executive Vice None -
President,
Private Client
Group

Gregory L. Tunis Executive Vice None -
President,
Retail Banking
</TABLE>

National City Kentucky, a member of the $32 billion National
City Corporation holding company, was chartered in 1863 and is the oldest
national bank in the South. National City Kentucky has a long history of
innovative financial services to its clients, including being the first to use
discretionary agency accounts for managing individuals' funds. In addition, it
owned the rights to the name "Master Charge" and its affiliate, National City
Processing Company (one of the largest item processing companies in the world).
The address of National City Kentucky and its affiliates is Box 36000,
Louisville, Kentucky 40233. On July 29, 1988, First Kentucky National
Corporation, which owned all of the stock of National City Kentucky, merged
into a wholly-owned subsidiary of National City Corporation.

To the knowledge of Registrant, none of the directors or
officers of National City Kentucky, except those set forth below, is or has
been at any time during the past two calendar years engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain directors and officers of National City Kentucky also hold
positions with National City Corporation or its subsidiaries. Set forth below
are the names and principal business of the directors and certain of the senior
executive officers of National City Kentucky who are engaged in any other
business, profession, vocation, or employment of a substantial nature.

C-25
<PAGE> 327
NATIONAL CITY KENTUCKY

<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Kentucky Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>

James R. Bell III Director and None
Vice Chairman

Morton Boyd Director, Executive Vice Bank holding
Chairman President, company
and Chief National City
Executive Corporation
Officer

Timothy C. Brown Director Chairman, Manufacturer
President and of lighting and
Chief Executive compressor and
Officer, Thomas vacuum pumps
Industries, Inc.

Robert E. Champagne Director Chairman, Paint and
Courtaulds industrial
United States, Inc. coatings
manufacturer

David A. Daberko Director Chairman and Chief Bank holding
Executive Officer, company
National City
Corporation,
Vice Chairman of
Executive Committee

Director, Bank
National City
Bank, Columbus

Director, Bank
National City
Bank, Northeast

Director, Bank
National City
Bank, Dayton

Director, Bank
National City
Bank, Northwest

Director, Bank
National City
Bank, Indiana

Director, Bank
National City
Bank, Cleveland

Officer and Tractor sales
Director, Hudson
Tractor Sales,
Inc.

</TABLE>

C-26
<PAGE> 328
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Kentucky Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Director,
Student Loan
Marketing Association

Robert R. Dawson, Jr. Director Partner, R.R. Bridge
Dawson Bridge and Road
Company Construction

Margaret H. Greene Director Secretary to State Government
Executive
Cabinet,
Governor's Office

Leonard V. Hardin Director and None
President

R. Larry Jones Director Executive Vice Plastic
President, Jones Manufacturer
Plastic and
Engineering
Corporation

George N. King, Sr. Director President, Maintenance
King's Management
Group, Inc.

W. Bruce Lunsford Director Chairman, Health Service
President & Chief
Executive Officer,
Vencor Incorporated

Carl F. Pollard Director Hermitage Farm Commercial
Thoroughbred
Breeding
Farm

James L. Rose Director and Former Chairman, Bank holding
Chairman, President and Chief company
Southeast Area Executive Officer,
United Bancorp of
Kentucky, Inc.

President and Real Estate
Director, TSR
Investments, Inc.

Director, Tri-State Real Estate
Realty, Inc.

Limited Partner, Real Estate
Lexington Financial
Center

John H. Schnatter Director Chairman and Food industry
Chief Executive
Officer, Papa
John's
International, Inc.

</TABLE>

C-27
<PAGE> 329
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Kentucky Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Dr. John W. Shumaker Director President, Education
University of
Louisville

William M. Street Director Vice Chairman, Consumer Products
Brown-Forman
Corporation

James E. Barber President, None
Bowling Green
Area

William I. Executive Vice None
Cornett, Jr. President,
Corporate Banking

Roger M. Dalton President, None
Lexington Area

Robert E. Hawkins Executive Vice None
President,
Credit Admin-
istration

Delroy R. Hayunga Executive Director, Item Processing
Vice President National City
Processing
Company

Harvey E. Hensley President, None
Southeast Area

David E. Jones President, None
Ashland Area

Larry R. Mayfield President, None
Owensboro Area

Barbara K. Pence Executive None
Vice President,
Retail Banking

Charles R. Stoess President, None
Crestwood Area

Lawrence A. Warner Executive None
Vice President,
Trust

John W. Woods, III Executive None
Vice President,
Trust
</TABLE>

(d) Investment Adviser: National City Bank, Indiana
("National City Indiana")

C-28
<PAGE> 330
On May 2, 1992, National City Corporation acquired National
City Indiana (formerly, Merchants National Bank and Trust Company, chartered in
1865).

To the knowledge of Registrant, none of the directors or
officers of National City Indiana, except those set forth below, is or has been
at any time during the past two calendar years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers of National City Indiana also hold positions with
National City Corporation or its subsidiaries. Set forth below are the names
and principal business of the directors and certain of the senior executive
officers of National City Indiana who are engaged in any other business,
profession, vocation, or employment of a substantial nature.

NATIONAL CITY, INDIANA

<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Eleanor F. Bookwalter Director Member, Finance Historical
Committee, Historic Landmarks
Landmarks, Indiana

Member, Indiana
State Office
Building Commission

William E. Corley Director President, Community Hospital
Hospitals of Indiana,
Inc.

President, Community Healthcare
Health Services, Inc.

President, Voluntary Healthcare
Enterprises, Inc.

President, Indianapolis Physician
Medical Management, recruitment
Inc.

President, Healthcare
Affiliated Hospitals
Heart Institute of
Indiana, Inc.

Board Member, HMO
ProHealth Network,
President
</TABLE>

C-29
<PAGE> 331
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
David A. Daberko Director Chairman and Chief Bank holding
Executive Officer, company
National City
Corporation, Vice
Chairman of Executive
Committee

Director, Bank
National City
Bank, Columbus

Director, Bank
National City
Bank, Northeast

Director, Bank
National City
Bank, Dayton

Director, Bank
National City
Bank, Northwest

Director, National City Bank
Bank, Cleveland

Director, National Bank
City Bank, Kentucky

Officer and Tractor sales
Director, Hudson
Tractor Sales,
Inc.

Director, Student Loan
Marketing Association

Vincent A. DiGirolamo Director Vice Chairman, Bank holding
National City company
Corporation

Lawrence A. Ferger Director Director, President Utility
and Chief Executive
Officer, Indiana Gas
Company, Inc.

Director, President, Non-Utility
IEI Investments Inc Holding Co.

Director, IGC Energy Non-Utility
Inc. Investments

Director and President, Utility
Richmond Gas Corp.

Director, Terre Utility
Haute Gas Corp.
</TABLE>

C-30
<PAGE> 332
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Director and President, Real Estate
Energy Realty, Inc. Development

Otto N. Frenzel III Director Director, Indianapolis Utility
Power & Light Co.

Director, IPALCO Utility
Enterprises Holding
Company

Director, Indianapolis Utility
Water Company

Director, IWC Utility
Resources Holding
Company

Director, Indiana Utility
Gas Company

Director, Indiana Utility
Energy, Inc. Holding
Company

Director, American Insurance
United Life Insurance
Co.

Director, Baldwin & Insurance
Lyons, Inc.

Director, Indianapolis
Ballet

Director, Indianapolis Art Museum
Museum of Art

Director, Indianapolis Non-profit
Humane Society organization

Chairman, Riley
Memorial Association
Inc.

Edwin J. Goss Director Director, American Insurance
States Insurance Co.

Director, American Insurance
Economy Insurance Co.

Director, American Insurance
States Preferred
Insurance Co.

Director, American Insurance
States Insurance
Company of Texas
</TABLE>

C-31
<PAGE> 333
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Director, American Insurance
States Life
Insurance Co.

Director, IPALCO Utility
Enterprises, Inc. Holding
Co.

Director, Indianapolis Utility
Power & Light Co.

J. Christopher Graffeo Director, Director, Greater
President Indianapolis Progress
and Chief Committee
Executive
Officer
Director, Corporate
Community Council

Director, Indiana
Community Business
Credit Corp.

Director, Community
Hospital Foundation
Board

Director, Indianapolis Art Museum
Museum of Art

Director, Indiana
Repertory Theater

John A. Hillenbrand II Director Vice-Chairman of Manufacturing
Board, Pri-Pak Inc.

Director, Physicians
Practices Management

Director, PSI Energy Utility

Chairman of Board,
Able Body Corp.

Director, Manufacturing
Hillenbrand
Industries, Inc.

President, Director, Investment
and Chief Executive Company
Officer, Glynnadam, Inc.

Chairman of Board, Manufacturing
Nambe Mills, Inc.
</TABLE>

C-32
<PAGE> 334
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Director, Southern Resort
Cross Club

Don E. Marsh Director President, Chief Retail
Executive Officer, Grocery
and Chairman, Marsh
Supermarkets, Inc.

Director, Indiana Utility
Energy, Inc.

James D. Massey Director Director, Conseco Insurance
Capital Partners
Insurance, Inc.

James T. Morris Director Director, American Insurance
United Life Insurance
Co.

Director, MSA Realty Real Estate

Chairman, Chief Utility
Executive Officer and Holding
Director, IWC Co.
Resources

Chairman, Chief Utility
Executive Officer and
Director, Indianapolis
Water Company

John M. Mutz Director Director, PSI Utility
Resources, Inc. Holding
Co.

Director, PSI Utility
Argentina, Inc.

President, PSI Utility
Energy, Inc.

Director, Indianapolis Chamber of
Chamber of Commerce Commerce

Director, Integrated Research and
Biotechnology Corp. Development

Director, T. M. Venture
Englehart Corp. Capital

Director, Security Lock Manufac-
Group, Inc. turing and
Security Services

Director, CCP Insurance
Insurance, Inc. Holding Company
</TABLE>

C-33
<PAGE> 335
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Director, ADESA Auto Auction
Corp.

Director, PSI Utility
Resources, Inc. Holding
Co.

Stanley K. Paulsen Director Partner, Edinburgh Shopping
Enterprises Center

Partner, Restaurant Real
Realty Co. Estate

Partner, S & P Investments
Enterprises

President and Chief Leasing
Executive Officer,
Circle Business
Credit

Director, T. M.
Englehart Co.

Fred A. Poole Director General Manager, Airline company
United Airlines
Indianapolis

N. Clay Robbins Director President, Charitable
Lilly Endowment, Inc. foundation

Dr. Gene E. Sease Director Chairman, Sease, Public
Gerig & Associates Relations

Director, Indianapolis Insurance
Life Insurance Co.

Director, Indiana Trains/Rail
Hi-Rail Corp.

Director, Marine
Star, Inc.

Director, Indiana Chamber
Chamber of Commerce of Commerce

Director, Chamber
Indianapolis of Commerce
Chamber of Commerce

Director, Commission Building
on Downtown Commission

Director, Greater
Indianapolis Progress
Committee

</TABLE>

C-34
<PAGE> 336
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Stephen A. Stitle Chairman Director, Indianapolis
of the Board Chamber of Commerce

Director, Indiana
University Foundation

Director, 400 Festival

Director, Indianapolis
Festival, Inc.

Director, Indianapolis
Downtown, Inc.

Director, United Way of
Central Indiana

Director, Center for
Leadership Development

Donald W. Tanselle Director Chairman, MSA Realty Real Estate
Inc.

Chairman, Indiana State Fair
Fair Commission

Partner, Washington Real Estate
Square Associates

Eiteljorg Museum Museum

Childrens Museum Museum

Methodist Hospital Hospital

Partner, L. H. Chaney
Associates

Director, Pooled
Certificates Inc.

Randolph P. Wilson Director None

Michael C. Rechin Executive Vice None
President,
Corporate
Banking
Administration

Janice L. Faherty Executive Vice None
President,
Statewide Bank
Administration

Glenn R. Knific Executive Vice None
President, Credit
Administration
</TABLE>

C-35
<PAGE> 337
<TABLE>
<CAPTION>
Position Other
with National Business Type of
Name City Indiana Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
William H. Olds, Jr. Executive Vice None
President, Trust
Administration

John V. White Executive Vice None
President, Retail
Administration
</TABLE>

(e) Investment Adviser: National Asset Management
Corporation ("National Asset Management")

To the knowledge of Registrant, none of the directors or
officers of National Asset Management, except those set forth below, is or has
been at any time during the past two calendar years engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain directors and officers of National Asset Management also hold
positions with National City Corporation or its subsidiaries. Set forth below
are the names and principal business of the directors and certain of the senior
executive officers of National Asset Management who are engaged in any other
business, profession, vocation, or employment of a substantial nature.

NATIONAL ASSET MANAGEMENT

<TABLE>
<CAPTION>
Position with Other
National Asset Business Type of
Name Management Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Morton Boyd Director Chairman and Chief Bank
Executive Officer,
National City Bank,
Kentucky

Executive Vice President Bank Holding
National City Company
Corporation

William F. Director, None
Chandler, Jr. Managing Director
and Principal

Irvin W. Director None
Quensenberry, Jr.

Lawrence A. Warner Director Executive Vice Bank
President, National
City Bank, Kentucky

Carl W. Hafele Director, None
Managing Director
and Principal
</TABLE>

C-36
<PAGE> 338
<TABLE>
<CAPTION>
Position with Other
National Asset Business Type of
Name Management Connections Business
- ---- ------------- ----------- --------
<S> <C> <C> <C>
Michael C. Heyman Principal None

David B. Hiller Managing None
Director
and Principal

Stephen G. Mullins Principal None

Larry J. Walker Principal None

John W. Ferreby Senior None
Investment Manager

Catherine R. Senior None
Stodghill Investment Manager

Erik N. Evans Investment None
Manager

Randall T. Zipfel Manager, None
Information Systems
</TABLE>

(f) Sub-Investment Adviser: Weiss, Peck & Greer, LLC

Weiss, Peck & Greer, LLC performs sub-investment advisory
services for the Registrant's Pennsylvania Tax Exempt and Pennsylvania
Municipal Funds.

To the knowledge of Registrant, none of the principals of
Weiss, Peck & Greer, except as set forth below, is or has been at any time
during the past two calendar years engaged in any other business, profession,
vocation or employment of a substantial nature. Set forth below are the names
and principal businesses of the principals of Weiss, Peck & Greer, if any, who
are engaged in any other business, profession, vocation or employment of a
substantial nature.

C-37
<PAGE> 339
WEISS, PECK & GREER, LLC

Position with
Weiss, Peck & Other Business Type of
Name Greer, LLC Connections Business
---- ------------ ------------- --------
<S> <C> <C> <C>
Samuel H. Armacost Principal None
Annette Bianchi Principal None
Gill Cogan Principal None
Ellen M. Feeney Principal None
Janet Fiorenza Principal None
Margery Z. Flicker Principal None
Anthony J. Giammalva Principal None
Philip Greer* Principal None
Ronald M. Hoffner* Principal None
Steven N. Hutchinson Principal None
James W. Kiley Principal None
A. Roy Knursen Principal None
Alan D. Kohn Principal None
Wesley W. Lang, Jr.* Principal None
Steven S. Lear Principal None
Gary R. Lisk Principal None
Marvin B. Markowitz Principal None
Howard G. Mattson Principal None
Kathleen A. McCarragher Principal None
Paul M. Morris Principal None
Joseph N. Pappo Principal None
Bradford R. Peck Principal None
Peter B. Pfister Principal None
Richard S. Pollack Principal None
Steven Pomerantz Principal None
Lee McGehee Porter, III Principal None
Stuart W. Porter Principal None
Francis H. Powers Principal None
Donald J. Reid Principal None
R. Scott Richter Principal None
</TABLE>

C-38
<PAGE> 340
<TABLE>
<CAPTION>
Position with
Weiss, Peck & Other Business Type of
Name Greer, LLC Connections Business
---- ------------ ------------- --------
<S> <C> <C> <C>
Nelson Schaenen, Jr. Principal None
James S. Schainuck Principal None
Gary E. Scheier Principal None
David J. Schilder Principal None
Arthur L. Schwarz Principal None
Adam L. Starr Principal None
Melville Straus* Principal None
Kenneth Jay Tarr Principal None
Bernard J. Tew Principal None
Daniel S. Vandivort Principal None
Roger J. Weiss* Principal None
Stephen H. Weiss** Principal None
Hugh S. Zurkuhlen Principal None
</TABLE>

* Member - Executive Committee

** Chairman - Executive Committee

Item 29. PRINCIPAL UNDERWRITER

(a) In addition to Registrant, 440 Financial
Distributors, Inc. (the "Distributor") currently acts as
distributor for The Galaxy Fund, The Galaxy VIP Fund and
Galaxy Fund II; The Kent Funds and The One Group(R). The
Distributor is registered with the Securities and Exchange
Commission as a broker-dealer and is a member of the National
Association of Securities Dealers. The Distributor, a
wholly-owned subsidiary of First Data Corp., is located at 290
Donald Lynch Boulevard, Marlboro, Massachusetts 01752.

(b) The information required by this Item 29 (b)
with respect to each director, officer, or partner of the
Distributor is incorporated by reference to Schedule A of Form
BD filed by the Distributor with the Securities and Exchange
Commission pursuant to the Securities Act of 1934 (File No.
8-45467).

(c) The Distributor is an affiliated person of
First Data Investor Services Group, Inc. (formerly, The
Shareholder Services Group, Inc., d/b/a 440 Financial),

C-39
<PAGE> 341
the Registrant's transfer agent, which receives transfer
agency fees as described in Parts A and B.

Item 30. LOCATION OF ACCOUNTS AND RECORDS

(1) National City Bank, 1900 East Ninth Street,
Cleveland, Ohio, 44114-3484, National City Bank, Columbus, 155
East Broad Street, Columbus, Ohio 43251, and National City
Bank, Trust Operations, 4100 West 150th Street, Cleveland,
Ohio 44135, (records relating to their functions as investment
advisers and custodian); National City Bank, Kentucky, 101
South 5th Street, Louisville, Kentucky 40202; National City
Bank, Indiana, 101 West Washington Street, Suite 645,
Indianapolis, IN 46255; and National Asset Management
Corporation, 101 South Fifth Street, Louisville, KY 40202.

(2) 440 Financial Distributors, Inc., 290 Donald Lynch
Boulevard, Marlboro, Massachusetts 01752 (records relating to
its functions as distributor).

(3) Allmerica Investments, Inc., 440 Lincoln Street,
Worcester, Massachusetts 01653 (records relating to its
former functions as distributor).

(4) Drinker Biddle & Reath, 1345 Chestnut Street,
Philadelphia, Pennsylvania 19107-3496 (Registrant's
Declaration of Trust, Code of Regulations, and Minute Books).

(5) PNC Bank, National Association, 17th and Chestnut
Streets, Philadelphia, Pennsylvania 19103 (records relating
to its former functions as custodian).

(6) PFPC Inc., 400 Bellevue Parkway, Wilmington, Delaware
19809 (records relating to its functions as accounting agent
and administrator).

(7) First Data Investor Services Group, Inc., 4400
Computer Drive, Westborough, Massachusetts 02109 (records
relating to its functions as transfer agent).

(8) First Data Investor Services Group (formerly The
Shareholder Services Group, Inc. d/b/a 440 Financial) 4400
Computer Drive, Westborough, Massachusetts 02109 (records
relating to its former functions as transfer agent).

C-40
<PAGE> 342
(9) Weiss, Peck & Greer, LLC, One New York Plaza, New
York, New York 10004 (records relating its functions
as sub-adviser).

Item 31. MANAGEMENT SERVICES

Inapplicable.

Item 32. UNDERTAKINGS

Registrant undertakes to furnish each person to whom a
prospectus is delivered a copy of the Registrant's most recent annual report to
shareholders, upon request and without charge.

C-41
<PAGE> 343
SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, as
amended, and the Investment Company Act of 1940, as amended, Registrant has
duly caused this Post-Effective Amendment No. 26 to be signed on its behalf by
the undersigned, thereto duly authorized, in the City of Cleveland, State of
Ohio, on the 15th day of May, 1996.

ARMADA FUNDS
Registrant

/s/Leigh Carter
---------------
President
Leigh Carter

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 26 to the Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/Thomas R. Benua, Jr. Trustee May 15, 1996
- -----------------------
Thomas R. Benua, Jr.

/s/Leigh Carter Trustee, President and May 15, 1996
- ----------------------- Treasurer (Principal
Leigh Carter Executive, Financial and
Accounting Officer)

/s/John F. Durkott Trustee May 15, 1996
- -----------------------
John F. Durkott

/s/Richard W. Furst Trustee May 15, 1996
- -----------------------
Richard W. Furst

/s/J. William Pullen Trustee May 15, 1996
- -----------------------
J. William Pullen

/s/Richard B. Tullis Chairman of the Board May 15, 1996
- -----------------------
Richard B. Tullis

Trustee May 15, 1996
- -----------------------
Robert D. Neary
</TABLE>

C-42
<PAGE> 344
EXHIBIT INDEX
-------------

<S> <C> <C>
Exhibit No. Description Page No.
- ----------- ----------- --------

(1) Declaration of Trust dated January
28, 1986.

(1)(a) Amendment No. 1 to Declaration of
Trust.

(1)(b) Amendment No. 2 to Declaration of
Trust.

(1)(c) Certificate of Classification of Shares
reflecting the creation of the Tax Exempt
Portfolio (Trust) as filed with the Office
of Secretary of State of Massachusetts on
October 16, 1989.

(1)(d) Certificate of Classification of Shares
reflecting the creation of Special Series 1
in the Money Market, Government, Treasury,
Tax Exempt, Equity, Bond and Ohio Tax Exempt
Portfolios as filed with the Office of
Secretary of State of Massachusetts on
December 11, 1989.

(1)(e) Certificate of Classification of Shares
reflecting the creation of Special Series 1
in the Money Market, Government, Treasury,
Tax Exempt, Equity, Bond and Ohio Tax Exempt
Portfolios as filed with the Office of the
Secretary of State of Massachusetts on
September 12, 1990.

(1)(f) Certificate of Classification of Shares
reflecting the creation of Class L and Class
L-Special Series 1 shares, Class M and Class
M-Special Series 1, Class N and Class
N-Special Series 1, Class O and Class
O-Special Series 1, and Class P and Class P-
Special Series 1 representing interests in
the National Tax Exempt Portfolio, Equity
Income Portfolio, Mid Cap Regional Equity
Portfolio, Enhanced

</TABLE>

<PAGE> 345

<S> <C> <C>
Exhibit No. Description Page No.
- ----------- ----------- --------

Income Fund and Total Return Advantage Fund,
respectively, as filed with the Office of
Secretary of State of Massachusetts on June
30, 1994.

(1)(g) Form of Certificate of Classification
of Shares reflecting the creation of
Class Q and Class Q-Special Series 1
shares, Class R and Class R-Special
Series 1, Class S and Class S-Special
Series 1, and Class T and Class T-
Special Series 1 representing interests
in the Pennsylvania Tax Exempt,
Intermediate Government, GNMA and
Pennsylvania Municipal Funds.

(5)(l) Form of Investment Advisory Agreement
for the Pennsylvania Tax Exempt,
Intermediate Government, GNMA and
Pennsylvania Municipal Funds between
Registrant and National City Bank.

(5)(m) Form of Sub-Advisory Agreement for the
Pennsylvania Tax Exempt and Pennsylvania
Municipal Funds between National City
Bank and Weiss Peck & Greer L.L.C.

(8)(c) Form of Exhibit A to the Custodian
Services Agreement between Registrant
and National City Bank with respect to
the Pennsylvania Tax Exempt, Intermediate
Government, GNMA and Pennsylvania
Municipal Funds.

(9)(g) Form of Exhibit A to the Administration
and Accounting Services Agreement dated
March 1, 1993 between Registrant and
PFPC Inc. with respect to the Pennsylvania
Tax Exempt, Intermediate Government, GNMA
and Pennsylvania Municipal Funds.

(11)(a) Consent of Drinker Biddle & Reath.

(11)(b) Consent of Ernst & Young LLP.

(13)(j) Form of Purchase Agreement between
Registrant and 440 Financial
Distributors, Inc. with respect to the

</TABLE>

<PAGE> 346

<S> <C> <C>
Exhibit No. Description Page No.
- ----------- ----------- --------

Pennsylvania Tax Exempt Fund.

(13)(k) Form of Purchase Agreement between
Registrant and 440 Financial
Distributors, Inc. with respect to the
Intermediate Government Fund.

(13)(l) Form of Purchase Agreement between
Registrant and 440 Financial
Distributors, Inc. with respect to the
GNMA Fund.

(13)(m) Form of Purchase Agreement between
Registrant and 440 Financial
Distributors, Inc. with respect to the
Pennsylvania Municipal Fund.

</TABLE>

<PAGE> 1
EXHIBIT (1)

DECLARATION OF TRUST

NCC FUNDS

January 28, 1986

DECLARATION OF TRUST, made as of January , 1986 by Andrew T.
Greenberg (the "Trustee"):

WHEREAS, the Trustee desires to establish a trust fund for the
investment and reinvestment of funds contributed thereto;

NOW, THEREFORE, the Trustee declares that all money and property
contributed to the trust fund hereunder shall be held and managed under this
Declaration of Trust for the pro rata benefit of the holders from time to time
of the Shares, as herein set forth below.

NAME

This trust shall be known as NCC FUNDS, (hereinafter called the
"Trust"), and the Trustees shall conduct the business of the Trust under that
name or any other name as they shall from time to time determine.

II.

DEFINITIONS

2.1 DEFINITION OF CERTAIN TERMS. As used in this Declaration of Trust,
the terms set forth below shall have the following meanings:

A. The "Act" refers to the Investment Company Act of 1940, as now or
hereafter amended, to the rules and regulations adopted from time to time
thereunder and to any order or orders thereunder which may from time to time be
applicable to the Trust.

B. The terms "affiliated person," "assignment" and "interested person"
shall have the respective meanings set forth in the Act. The term "vote of a
majority of outstanding

<PAGE> 2
Shares" shall mean the "vote of a majority of the outstanding voting securities"
as defined in the Section 2(a)(42) of the Act.

C. The "Regulations" shall refer to the Code of Regulations of the
Trust as adopted and amended from time to time.

D. The "Declaration of Trust" shall mean this Declaration of Trust as
amended or restated from time to time.

E. "Person" shall mean a natural person, a corporation, a partnership,
an association, a joint-stock company, a trust, a fund or any organized group of
persons whether incorporated or not.

F. "Shares" means the equal proportionate transferable units of
interest of each class into which the beneficial interest in the Trust may be
classified or reclassified from time to time by the Trustees acting under this
Declaration of Trust, or in the absence of such action, means the equal
proportionate transferable units of interest into which the entire beneficial
interest in the Trust shall be divided from time to time, and includes fractions
of Shares as well as whole Shares.

G. "Shareholder" means a record owner of Shares in the Trust.

H. The "Trustees" refers to the individual trustees of the Trust named
herein or elected in accordance with Article VI hereof in their capacity as
trustees hereunder and not as individuals and to their successor or successors
while serving in office as a trustee of the Trust, and includes a single
trustee.

I. "Trust Property" means any and all assets and property, real or
personal, tangible or intangible, which is owned or held by or for the account
of the Trust or the Trustees.

III.

PURPOSE OF TRUST

The Trust is a Massachusetts business trust of the type described in
Chapter 182 section 1 of the General Laws of the Commonwealth of Massachusetts
formed for the purpose of acting as a management investment company under the
Act; PROVIDED, HOWEVER, that the Trust may exercise all powers which are
ordinarily exercised by or permissible for Massachusetts business trusts.

<PAGE> 3

IV.

OWNERSHIP OF ASSETS OF THE TRUST

The assets of the Trust shall be held separate and apart from any
assets now or hereafter held in any capacity, other than as Trustees hereunder,
by the Trustees, including without limitation any successor Trustees. Legal
title to all the assets of the Trust shall be vested in the Trustees as joint
tenants except that the Trustees shall have power to cause legal title to any
assets of the Trust to be held by or in the name of one or more of the Trustees,
or in the name of the Trust, or in the name of any other person as nominee, on
such terms as the Trustees may reasonably determine. The right, title and
interest of the Trustees in the assets of the Trust shall vest automatically in
each person who may hereafter become a Trustee. Upon the resignation, removal or
death of a Trustee, such Trustee shall automatically cease to have any right,
title or interest in any of the assets of the Trust, and the right, title and
interest of such Trustee in the assets of the Trust shall vest automatically in
the remaining Trustees. Such vesting and cessation of title shall be effective
regardless of whether conveyancing documents (pursuant to Section 6.6 hereof or
otherwise) have been executed and delivered. Except to the extent otherwise
required by Article V hereof, no Shareholder shall be deemed to have severable
ownership in any individual asset of the Trust or any right of partition or
possession thereof, or shall be called upon to assume any loss of the Trust nor
can he be called upon to assume any loss of the Trust or suffer an assessment of
any kind by virtue of his ownership of Shares, but each Shareholder shall have a
proportionate undivided beneficial interest in the assets belonging to the class
of Shares held by such Shareholder. The ownership of the Trust Property of every
description and the right to conduct any business hereinbefore described shall
be vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Trust nor can they be called upon
to assume any losses of the Trust or suffer an assessment of any kind by virtue
of their ownership of Shares. The Shares shall be personal property giving only
the rights specifically set forth in this Declaration of Trust. Shares shall not
entitle any holder thereof to preference, preemptive, appraisal, conversion or
exchange rights, except as the Trustees may determine pursuant to Article V
hereof.

<PAGE> 4

SHAREHOLDERS; BENEFICIAL INTEREST IN THE TRUST;

PURCHASE AND REDEMPTION OF SHARES

5.1 SHARES IN THE TRUST.

A. The beneficial interest in the Trust shall at all times be divided
into an unlimited number of full and fractional transferable Shares without par
value. All Shares shall be of one class, PROVIDED that subject to this
Declaration of Trust and the requirements of applicable law, the Trustees shall
have the power to classify or reclassify any unissued Shares into any number of
additional classes of Shares by setting or changing in any one or more respects,
from time to time before the issuance thereof, their designations, preferences,
conversion or other rights, voting powers, restrictions, limitations,
qualifications or terms or conditions of redemption, PROVIDED FURTHER that the
investment objectives, policies and restrictions governing the management and
operations of the Trust, including the management of assets belonging to any
class of Shares, may from time to time be changed or supplemented by the
Trustees, subject to the requirements of the Act. The power of the Trustees to
classify or reclassify Shares shall include, without limitation, the power to
classify or reclassify any class of Shares into one or more series of such
class. All references to Shares in this Declaration of Trust which are not
accompanied by a reference to any particular class of Shares shall be deemed to
apply to all outstanding Shares of any and all classes. All references in this
Declaration of Trust to any class of Shares shall include and refer to the
Shares of any series thereof.

Upon the issuance of the first Share of a second class of Shares
classified or reclassified by the Trustees pursuant to this Section 5.1, all
Shares theretofore issued and outstanding shall automatically represent Shares
of a separate class having the preferences, conversion and other rights, voting
powers, restrictions, limitations, qualifications and terms and conditions of
redemption provided for in this Declaration of Trust with respect to any class
of Shares. The Trustees may from time to time divide or combine the outstanding
Shares of the Trust or of any class into a greater or lesser number without
thereby changing the proportionate beneficial interest of the Shares in the
Trust so divided or combined or in the assets belonging to such class as the
case may be.

B. Subject to the power of the Trustees to classify and reclassify any
unissued Shares pursuant to subsection A of this Section 5.1, Shares of the
Trust shall have the following preferences, conversion and other rights, voting

<PAGE> 5
powers, restrictions, limitations, qualifications and terms and conditions of
redemption:

(1) ASSETS BELONGING TO A CLASS. All consideration received by
the Trust for the issue or sale of Shares of any class, together with all
income, earnings, profits and proceeds derived from the investment thereof,
including any proceeds derived from the sale, exchange or liquidation of such
investments, any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any general assets of the Trust
not belonging to a particular class which the Trustees may, in their sole
discretion, allocate to a class, shall irrevocably belong to the class of Shares
with respect to which such assets, payments or funds were received or allocated
for all purposes, subject only to the rights of creditors, and shall be so
handled upon the books of account of the Trust. Such assets and the income,
earnings, profits and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form, are herein referred to as
"assets belonging to" such class. Shareholders of any class of Shares shall have
no right, title or interest in or to the assets belonging to any other class.

(2) LIABILITIES BELONGING TO A CLASS. The assets belonging to any
class of Shares shall be charged with the direct liabilities in respect of such
class. General liabilities of the Trust shall be allocated to each class in
equal proportions PROVIDED that the Board of Trustees may in their discretion
direct that any one or more general liabilities of the Trust be allocated to the
respective classes of Shares on a different basis. The direct liabilities in
respect of a class and the general liabilities of the Trust so allocated are
herein referred to as "liabilities belonging to" such class.

(3) DIVIDENDS DISTRIBUTIONS. Shares of each class shall be
entitled to such dividends and distributions, in Shares or in cash or both, as
may be declared from time to time by the Trustees, acting in their sole
discretion, with respect to such class, PROVIDED that dividends and
distributions on Shares of a particular class shall be paid only out of the
lawfully available "assets belonging to" such class as such term is defined in
subsection C(1) of this Section 5.1.

(4) LIQUIDATING DISTRIBUTIONS. In the event of the termination of
the Trust and the winding up of its affairs, the Shareholders of each class
shall be entitled to receive, as a class, out of the assets of the Trust
available for distribution to Shareholders, but other than general assets not
belonging to any particular class of Shares, the assets belonging to such class;
and the assets so distributable to the Shareholders of any class shall be
distributed among such

<PAGE> 6
Shareholders in proportion to the number of Shares of such class held by them
and recorded in their name on the books of the Trust. In the event that there
are any general assets not belonging to any particular class of Shares and
available for distribution, such distribution shall be made to the Shareholders
of all classes in proportion to the relative net assets of the respective
classes determined as hereinafter provided and the number of Shares of such
class held by them and recorded in their name on the books of the Trust.

(5) VOTING. The holder of each Share shall be entitled to one
vote for each full Share, and a proportionate fractional vote for each
fractional Share, irrespective of the class, then recorded in his name on the
books of the Trust, to the extent provided in Article VIII hereof.

(6) PRE-EMPTIVE RIGHTS. Shareholders shall have no pre-emptive or
other rights to subscribe to any additional Shares or other securities issued by
the Trust.

(7) CONVERSION RIGHTS. The Trustees shall have the authority to
provide from time to time that the holders of Shares of any class shall have the
right to convert or exchange said Shares for or into Shares of one or more other
classes in accordance with such requirements and procedures as may be
established from time to time by the Trustees.

(8) REDEMPTION OF SHARES. To the extent of the assets of the
Trust legally available for such redemptions, a Shareholder of the Trust shall
have the right to require the Trust to redeem his full and fractional Shares of
any class out of assets belonging to such class at a redemption price equal to
the net asset value per Share next determined after receipt of a request to
redeem in proper form as determined by the Trustees, subject to the right of the
Trustees to suspend the right of redemption of Shares or postpone the date of
payment of such redemption price in accordance with the provisions of applicable
law. The Trustees shall establish such rules and procedures as they deem
appropriate for the redemption of Shares, provided that all redemptions shall be
in accordance with the Act. Without limiting the generality of the foregoing,
the Trust shall, to the extent permitted by applicable law, have the right at
any time to redeem the Shares owned by any holder thereof: (a) in connection
with the termination of any class of Shares as provided hereunder; (b) if the
value of such Shares in the account or accounts maintained by the Trust or its
transfer agent for any class or classes of Shares is less than the value
determined from time to time by the Trustees as the minimum required for an
account or accounts of such class or classes, PROVIDED that the Trust shall
provide a Shareholder with written notice at least fifteen (15) days prior to
effecting a redemption of Shares as a result of not satisfying such requirement;
(c) to reimburse the

<PAGE> 7
Trust for any loss it has sustained by reason of the failure of such Shareholder
to make full payment for Shares purchased by such Shareholder; (d) to collect
any charge relating to a transaction effected for the benefit of such
Shareholder which is applicable to Shares as provided in the prospectus relating
to such Shares; or (e) if the net income with respect to any particular class of
Shares should be negative or it should otherwise be appropriate to carry out the
Trust's responsibilities under the Investment Company Act of 1940, in each case
subject to such further terms and conditions as the Trustees may from time to
time establish. The redemption price of Shares in the Trust shall, except as
otherwise provided in this section, be the net asset value thereof as determined
by the Trustees from time to time in accordance with the provisions of
applicable law, less such redemption fee or other charge, if any, as may be
fixed by the Trustees. When the net income of any class with respect to which
the Trustees have, in their discretion, established a policy of maintaining a
constant net asset value per Share is negative or whenever deemed appropriate by
the Trustees in order to carry out the Trust's responsibilities under the
Investment Company Act of 1940, the Trust may, without payment of compensation
but in consideration of the interests of the Trust and the holders of Shares of
such class in maintaining a constant net asset value per Share of such class,
redeem pro rata from each holder of record on such day, such number of full and
fractional Shares of such class as may be necessary to reduce the aggregate
number of outstanding Shares in order to permit the net asset value thereof to
remain constant. Payment of the redemption price, if any, shall be made in cash
by the Trust at such time and in such manner as may be determined from time to
time by the Trustees unless, in the opinion of the Trustees, which shall be
conclusive, conditions exist which make payment wholly in cash unwise or
undesirable; in such event the Trust may make payment in the assets belonging or
allocable to the class of the Shares redemption of which is being sought, the
value of which shall be determined as provided herein.

(9) TERMINATION OF A CLASS. Without the vote of the Shares of any
class then outstanding (unless otherwise required by applicable law), the
Trustees may:

(a) Sell and convey the assets belonging to a class of
Shares to another trust or corporation that is a management investment company
(as defined in the Investment Company Act of 1940) and is organized under the
laws of any state of the United States for consideration which may include the
assumption of all outstanding obligations, taxes and other liabilities, accrued
or contingent, belonging to such class and which may include securities issued
by such trust or corporation. Following such sale and conveyance, and after
making provision for the payment of any liabilities belonging to such class that
are not assumed by the purchaser of the assets

<PAGE> 8
belonging to such class that are not assumed by the purchaser of the assets
belonging to such class, the Trust may, at the Trustees' option, redeem all
outstanding shares of such class at the net asset value thereof as determined by
the Trustees in accordance with the provisions of applicable law, less such
redemption fee or other charge, if any, as may be fixed by the Trustees.
Notwithstanding any other provision of this Declaration of Trust to the
contrary, the redemption price may be paid in cash or by distribution of the
securities or other consideration received by the Trust for the assets belonging
to such class upon such conditions as the Trustees deem, in their sole
discretion, to be appropriate consistent with applicable law and this
Declaration of Trust;

(b) Sell and convert the assets belonging to a class of
Shares into money and, after making provision for the payment of all
obligations, taxes and other liabilities, accrued or contingent, belonging to
such class, the Trust may, at the Trustees' option, (i) redeem all outstanding
shares of such class at the net asset value thereof as determined by the
Trustees in accordance with the provisions of applicable law, less such
redemption fee or other charge, if any, as may be fixed by the Trustees upon
such conditions as the Trustees deem, in their sole discretion, to be
appropriate consistent with applicable law and this Declaration of Trust; or
(ii) combine the assets belonging to such class following such sale and
conversion with the assets belonging to any one or more other classes of Shares
pursuant to and in accordance with subsection C of this Section 5.9; or

(c) Combine the assets belonging to a class of Shares with
the assets belonging to any one or more other classes of Shares if the Trustees
reasonably determine that such combination will not have a material adverse
effect on the Shareholders of any class participating in such combination. In
connection with any such combination of assets the Shares of any class then
outstanding may, if so determined by the Trustees, be converted into shares of
any other class or classes of Shares with respect to which conversion is
permitted by applicable law, or may be redeemed, at the option of the Trustees,
at the net asset value thereof as determined by the Trustees in accordance with
the provisions of applicable law, less such redemption fee or other charge, or
conversion cost, if any, as may be fixed by the Trustees upon such conditions as
the Trustees deem, in their sole discretion, to be appropriate consistent with
applicable law and this Declaration of Trust. Notwithstanding any other
provision of this Declaration of Trust to the contrary, any redemption price, or
part thereof, paid pursuant to this subsection may be paid in Shares of any
other existing or future class or classes.

<PAGE> 9
In connection with the termination of a class of Shares and the
winding up of its affairs, all of the powers of the Trustees under this
Declaration of Trust shall continue until the affairs of such class shall have
been wound up, including the power to fulfill or discharge the contracts of the
Trust relating to such class, to collect assets belonging to such class, to
sell, convey, assign, exchange, transfer or otherwise dispose of all or any part
of the remaining assets belonging to such class to one or more persons at public
or private sale for consideration that may consist in whole or in part of cash,
securities or other property of any kind, to discharge or pay the liabilities
belonging to such class, and to do all other acts appropriate to liquidate the
business of such class, provided that the holders of Shares of any class shall
not be entitled in any liquidation to receive any distribution upon the assets
belonging to any other class.

After the excess of the assets belonging to any class over the
liabilities belonging to such class have been distributed among the Shareholders
of such class in proportions to the numbers of Shares held by them and recorded
on the books of the Trust, the Trustees may authorize the termination of such
class of Shares.

5.2 PURCHASE OF SHARES. The Trustees may accept investments in the
Trust from such persons for such consideration, including cash or property, and
on such other terms as they may from time to time authorize and the Trustees may
in such manner acquire other assets (including the acquisition of assets subject
to, and in connection with, the assumption of liabilities) and businesses. The
Trustees may in their discretion reject any order for the purchase of Shares.

5.3 NET ASSET VALUE PER SHARE. The net asset value per Share of any
class of Shares shall be computed at such time or times as the Trustees may
specify pursuant to the Act. Assets shall be valued and net asset value per
Share shall be determined by such person or persons as the Trustees may appoint
under the supervision of the Trustees in such manner as the Trustees may
determine not inconsistent with the Act.

5.4 OWNERSHIP OF SHARES. The ownership of Shares shall be recorded on
the record books of the Trust. The Trustees may make such rules and regulations
as they consider appropriate for the issuance of Share certificates, the
transfer of Shares and similar matters. Certificates certifying the ownership of
Shares may be issued as the Trustees may determine from time to time, PROVIDED
that the Trustees shall have the power to call outstanding Share certificates
and to replace them with book entries. The record books of the Trust shall be
conclusive as to the identity of holders of Shares and as to the number of
Shares held by each Shareholder.

<PAGE> 10

VI.

THE TRUSTEES

6.1 MANAGEMENT OF THE TRUST. The affairs of the Trust shall be managed
by the Trustees and they shall have all powers necessary or desirable to carry
out such responsibility, including without limitation the appointment of and
delegation of responsibility to such officers, employees, agents, and
contractors as they may select.

6.2 NUMBER AND TERM OF OFFICE. The number of Trustees shall be
determined time to time by the Trustees themselves, but shall not be more than
ten. Subject to the provisions of this section relating to resignation or
removal, the Trustees shall have the power to set and alter the terms of office
of the Trustees, and they may at any time lengthen or shorten their own terms or
make their terms of unlimited duration, PROVIDED that the term of office of any
incumbent Trustee shall continue until terminated as provided in Section 6.5
hereof, or, if not so terminated until the election of such Trustee's successor
in office has become effective in accordance with this section. A Trustee shall
qualify by accepting in writing his election or appointment and agreeing to be
bound by the provisions of this Declaration of Trust. Except as otherwise
provided herein in the case of vacancies, Trustees (other than the Initial
Trustee provided in Section 6.3 hereof) shall be elected by the Shareholders at
such time or times as the Trustees shall determine that such election is
required under Section 16(a) of the Act or is otherwise advisable.
Notwithstanding the foregoing, (a) any Trustee may resign as a Trustee by
written instrument signed by him and delivered to the other Trustees at the
principal business office of the Trust (without need for prior or subsequent
accounting), which shall take effect upon such delivery or upon such later date
as is specified therein; (b) any Trustee may be removed at any time with or
without cause by written instrument, signed by at least two-thirds of the number
of Trustees prior to such removal shall become effective; (c) any Trustee who
has become incapacitated by illness or injury may be retired by written
instrument signed by a majority of the other Trustees; and (d) the term of a
Trustee shall terminate at his death, resignation, removal or adjudicated
incompetency.

6.3 INITIAL TRUSTEE. The initial Trustee shall be Andrew T. Greenberg,
who, by his execution hereof, has agreed to be bound by the provisions of this
Declaration of Trust. The initial trustee shall have the power to appoint
additional trustees prior to the public offering of shares.

6.4 QUORUM. At all meetings of the Trustees, a majority of the
Trustees shall constitute a quorum for the

<PAGE> 11
transaction of business and the action of a majority of the Trustees present at
any meeting at which a quorum is present shall be the action of the Trustees
unless the concurrence of a greater proportion is required for such action by
law,the Regulations or this Declaration of Trust. If a quorum shall not be
present at any meeting of Trustees, the Trustees present thereat may by a
majority vote adjourn the meeting from time to time, without notice other than
announcement at the meeting, until a quorum shall be present. Meetings may be
held by means of a conference telephone circuit or similar communications
equipment by means of which all persons participating may hear each other. The
Trustees may also act without a meeting, unless provided otherwise in this
Declaration of Trust or required by law, by written consents of a majority of
the Trustees. As used herein, a "majority of the Trustees" shall mean a majority
of the Trustees in office at the time in question or if there shall be only one
(1) Trustee if office then such term shall mean such Trustee.

The Trustees may appoint committees of Trustees and delegate powers to
them as provided in the Regulations. Any committee of the Trustees, including an
executive committee, if any, may act with or without a meeting. A quorum for all
meetings of any such committee shall be a majority of the members thereof.
Unless provided otherwise in this Declaration of Trust, any action of any such
committee may be taken at a meeting by vote of a majority of the members present
(a quorum being present) or without a meeting by unanimous written consent of
the members.

6.5 VACANCIES. In case a vacancy shall exist by reason of an increase
in number, or for any other reason, the remaining Trustees may fill such vacancy
by appointing such other person as they in their discretion shall select. An
appointment of a Trustee may be made in anticipation of a vacancy to occur at a
later date by reason of retirement or resignation of the Trustee or an increase
in the number of Trustees; provided, that such appointment will not become
effective prior to such retirement or resignation or such increase in the number
of Trustees. Whenever a vacancy in number of Trustees shall occur, until such
vacancy is filled as provided in this section, the Trustees in office,
regardless of their number, shall have all the powers granted to the Trustees
and shall discharge all the duties imposed on the Trustees by the Declaration of
Trust. A written instrument certifying existence of such vacancy signed by a
majority of the Trustees shall be conclusive evidence of the existence of such
vacancy. Such appointment Shall be evidenced by a written instrument signed by a
majority of the then Trustees but the appointment shall not take effect until
the individual so named shall have qualified by accepting in writing the
appointment and agreeing to be bound by the terms of this Declaration of Trust.
A vacancy may also be filled by the

<PAGE> 12
Shareholders in an election held at an annual or special meeting. As soon as any
Trustee so appointed or elected shall have qualified, the Trust estate shall
vest in the new Trustee or Trustees, together with the continuing Trustees,
without any further act or conveyance.

6.6 EFFECT OF DEATH, RESIGNATION, ETC. OF TRUSTEE. The death,
resignation, removal, or incapacity of the Trustees, or any one of them, shall
not operate to annul the Trust or to revoke any existing agency created pursuant
to the terms of this Declaration of Trust. Upon the resignation or removal of a
Trustee, or his otherwise ceasing to be a Trustee, he shall execute and deliver
such documents as the remaining Trustees shall require for the purpose of
conveying to the Trust or the remaining Trustees any Trust property held in the
name of the resigning or removed Trustee. Upon the incapacity or death of any
Trustee, his legal representative shall execute and deliver on his behalf such
documents as the remaining Trustees shall require as provided in the preceding
sentence. The failure request or deliver such documents shall not affect the
operation of the provisions of Article IV hereof.

6.7 POWERS. The Trustees in all instances shall act as principals and
are and shall be free from the control of the Shareholders. The Trustees shall
have full power and authority to do any and all acts and to make and execute any
and all contracts and instruments that they may consider necessary or desirable
in connection with the management of the Trust. The Trustees shall not be bound
or limited by present or future laws or customs in regard to Trust investments,
but shall have full authority and power to make any and all investments which
they, in their uncontrolled discretion, shall deem proper to accomplish the
purpose of this Trust. Without limiting the foregoing, and subject to any
applicable limitation in this Declaration of Trust or the Regulations, the
Trustees shall have power and authority:

A. To conduct, operate and carry on, either directly or thorough
one or more wholly-owned subsidiaries, the business of an investment company or
any other lawful business activity which the Trustees, in their sole and
absolute discretion, consider to be (1) incidental to the business of the Trust
or such class of Shares as an investment company, (2) conducive to or expedient
for the benefit or protection of the Trust or the Shareholders of such class of
Shares, or (3) calculated in any other manner to promote the interests of the
Trust or the Shareholders of such class of Shares.

B. To adopt a Code of Regulations (the "Regulations") not
inconsistent with this Declaration of Trust providing for the conduct of the
affairs of the Trust and to amend and repeal them to the extent that they do not
reserve that right solely to the Shareholders.

<PAGE> 13

C. To issue, sell, repurchase, redeem, retire, cancel, acquire,
hold, resell, reissue, dispose of, transfer, and otherwise deal in Shares of the
Trust; and to apply to any such repurchase, redemption, retirement, cancellation
or acquisition of Shares, any funds or other assets of the Trust, whether
constituting capital or surplus or otherwise, to the full extent now or
hereafter permitted by applicable law; and to divide or combine Shares without
thereby changing the proportionate beneficial interest in the Trust.

D. To issue, acquire, hold, resell, convey, write options on, and
otherwise deal in securities, debt instruments and other instruments and rights
of a financial character and to apply to any acquisition of securities any
property of the Trust whether from capital or surplus or otherwise.

E. To invest and reinvest cash, and to hold cash uninvested.

F. To borrow money, issue guarantees of indebtedness or
contractual obligations of others, to sell, exchange, lend, pledge, mortgage,
hypothecate, write options on and lease any or all of the Trust Property.

G. To act as a distributor of Shares and as underwriter of, or
broker or dealer in, securities or other property.

H. To vote or give assent, or exercise any rights of ownership,
with respect to stock or other securities or property; and to execute and
deliver proxies or powers of attorney to such Person or Persons as the Trustees
shall deem proper, granting to such Person or Persons such power and discretion
with relation to securities or property as the Trustees shall deem proper.

I. To exercise powers and rights of subscription or otherwise
which in any manner arise out of ownership of securities.

J. To hold any security or property in a form not indicating any
trust. whether in bearer, unregistered or other negotiable form, or in the name
of the Trustees or of the Trust or in the name of a custodian, sub-custodian or
other depositary or a nominee or nominees or otherwise.

K. To consent to or participate in any plan for the
reorganization, consolidation or merger of any corporation or issuer; any
security of which is or was held in the Trust; and consent to any contract,
lease, mortgage, purchase or sale of

<PAGE> 14
property by such corporation or issuer; and to pay calls or subscriptions with
respect to any security held in the Trust.

L. To join with other security holders in acting through a
committee, depositary, voting trustee or otherwise, and in that connection to
deposit any security with, or transfer any security to, any such committee,
depositary or trustee, and to delegate to them such power and authority with
relation to any security (whether or not so deposited or transferred) as the
Trustees shall deem proper, and to agree to pay, and to pay, such portion of the
expenses and compensation of such committee, depositary or trustee as the
Trustees shall deem proper.

M. To enter into joint ventures, general or limited partnerships
and any other combinations or associations.

N. To enter into contracts of any kind and description.

O. To collect all property due to the Trust, to pay all claims,
including taxes, against the assets belonging to the Trust, to prosecute,
defend, compromise, arbitrate, or otherwise adjust claims in favor of or against
the Trust or any matter in controversy including, but not limited to, claims for
taxes, to foreclose any security interest securing any obligations by virtue of
which any property is owed to the Trust, and to enter into releases, agreements
and other instruments.

P. To retain and employ any Person or Persons to serve on behalf
of the Trust as investment adviser, administrator, transfer agent, custodian,
underwriter, distributor or in such other capacities as they consider desirable
and to delegate such power and authority as they consider desirable to any such
Person or Persons.

Q. To indemnify any person with whom the Trust has dealings.

R. To purchase and pay for entirely out of Trust Property such
insurance as they may deem necessary or appropriate for the conduct of the
business, including without limitation, insurance policies insuring the Trust
Property and payment of distributions and principal on its portfolio
investments, and insurance policies insuring the Shareholders, Trustees,
officers, employees, agents, investment advisers or managers, principal
underwriters, or independent contractors of the Trust individually against all
claims and liabilities of every nature arising by reason of holding, being or
having held any such office or position, or by reason of any action alleged to
have been taken or omitted by any such person as Shareholder, Trustee, officer,
employee, agent, investment adviser or manager, principal underwriter, or
independent contractor, including any

<PAGE> 15
action taken or omitted that may be determined to constitute negligence, whether
or not the Trust would have the power to indemnify such Person against such
liability.

S. To engage in and to prosecute, defend, compromise, abandon, or
adjust, by arbitration or otherwise, any actions, suits, proceedings, disputes,
claims, and demands relating to the Trust or the Trust Property, and, out of the
Trust Property, to pay or to satisfy any debts, claims or expenses incurred in
connection therewith, including those of litigation, and such power shall
include without limitation the power of the Trustees or any appropriate
committee thereof, in the exercise of their or its good faith business judgment,
consenting to dismiss any action, suit, proceeding, dispute, claims, or demand,
derivative or otherwise, brought by any person, including a Shareholder in such
Shareholder's own name or in the name of the Trust, whether or not the Trust or
any of the Trustees may be named individually therein or the subject matter
arises by reason of business for or on behalf of the Trust.

T. To establish pension, profit sharing, Share purchase, and
other retirement, incentive and benefit plans for any Trustees, officers,
employees and agents of the Trust.

U. To determine and change the fiscal year of the Trust and the
method by which its accounts shall be kept.

V. To establish in their absolute discretion in accordance with
the provisions of applicable law the basis or method for determining the value
of the assets belonging to any class of Shares, the value of the liabilities
belonging to any class of Shares, the allocation of any assets or liabilities to
any class of Shares, the net asset value of any class of Shares, the times at
which Shares of any class shall be deemed to be outstanding or no longer
outstanding and the net asset value of each Share of any class for purposes of
sales, redemptions, repurchases of Shares or otherwise.

W. To determine in accordance with generally accepted accounting
principles and practices what constitutes net profits or net earnings, and to
determine what accounting periods shall be used by the Trust for any purpose,
whether annual or any other period, including daily; to set apart out of the
assets belonging to any class of Shares such reserves of funds for such purposes
as it shall determine and to abolish the same; to declare and pay any dividends
and distributions to any class of Shares in cash, securities or other property
from any assets legally available therefor, at such intervals (which may be as
frequently as daily) or on such other periodic basis, as it shall determine; to
declare such dividends or distributions by means of a formula or other method of
determination, at meetings held less frequently than the frequency of the
effectiveness of such

<PAGE> 16
declaration; to establish payment dates for dividends or any other distributions
on any basis, including dates occurring less frequently than the effectiveness
of declarations thereof; and to provide for the payment of declared dividends on
a date earlier or later than the specified payment date in the case of
Shareholders redeeming their entire ownership of Shares of any class.

X. To engage in any other lawful act or activity in which a
Massachusetts business trust or a corporation organized under the Massachusetts
Business Corporation Law may engage.

No one dealing with the Trustees shall be under any obligation to
make any inquiry concerning the authority of the Trustees, or to see to the
application of any payments made or property transferred to the Trustees or upon
their order.

6.8 TRUSTEES AND REPRESENTATIVES AS SHAREHOLDERS. Any Trustee,
representative or other agent of the Trust may acquire, own and dispose of
Shares of the Trust to the same extent as if he were not a Trustee,
representative or agent; and the Trust may issue and sell or cause to be issued
and sold Shares of the Trust to, and may buy such Shares from, any person with
which such Trustee, representative or agent is affiliated subject only to the
general limitations herein contained as to the sale and purchase of such Shares;
all subject to any restrictions which may be contained in the Regulations.

6.9 EXPENSES; TRUSTEE REIMBURSEMENT. The Trustees shall have the power
to incur and to pay (or shall be reimbursed) from the Trust Property all
expenses and disbursements of the Trust, including, without limitation, interest
expense, compensation payable to Trustees and representatives of the Trust,
taxes, fees and commissions of every kind incurred in connection with the
affairs of the Trust, expenses of issue, repurchase and redemption of Shares,
expenses of registering and qualifying the Trust and its Shares under Federal
and State securities laws and regulations, charges of custodians, transfer
agents, investment advisers, administrators and registrars, expenses of
preparing and printing and distributing prospectuses, auditing and legal
expenses, expenses of reports to Shareholders, expenses of meetings of
Shareholders and proxy solicitations therefor, insurance expense, association
membership dues and such non-recurring items as may arise, including costs and
expenses of litigation to which the Trust is a party, and for all losses and
liabilities by them incurred in administering the Trust, PROVIDED that expenses,
disbursements, losses and liabilities incurred in connection with a class of
Shares or in connection with the management of the assets belonging to such
class shall be payable solely out of the assets belonging to such class, and
PROVIDED FURTHER that the Trustees shall have a lien on the Trust Property

<PAGE> 17
prior to any rights or interests of the Shareholders thereto for the payment of
any expenses, disbursements, losses and liabilities of the Trust.

6.10 POWER TO CARRY OUT TRUST'S PURPOSES; PRESUMPTIONS. The Trustees
shall have power to carry out any and all acts consistent with the Trust's
purposes through branches and offices both within and without the Commonwealth
of Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories,
dependencies, possessions, agencies or instrumentalities of the United States of
America and of foreign governments, and to do all such other things and execute
all such instruments as they deem necessary, proper or desirable in order to
promote the interests of the Trust although such things are not herein
specifically mentioned. Any determination as to what is in the interests of the
Trust made by the Trustees in good faith shall be conclusive. In construing the
provisions of this Declaration, the presumption shall be in favor of a grant of
power to the Trustees. The enumeration of any specific power herein shall not be
construed as limiting the aforesaid power. The Trustees shall not be required to
obtain any court order to deal with the Trust Property.

6.11 DETERMINATIONS BY TRUSTEES. Any determination made in good faith
and, so far as accounting matters are involved in accordance with generally
accepted accounting principles, by or pursuant to the direction of the Trustees
as to the amount and value of assets, obligations or liabilities of the Trust or
any class of Shares, as to the amount of net income of the Trust or any class of
Shares from dividends and interest for any period or amounts at any time legally
available for the payment of dividends, as to the amount of any reserves or
charges set up and the propriety thereof, as to the time of or purpose for
creating reserves or as to the use, alteration or cancellation of any reserves
or charges (whether or not any obligation or liability for which such reserves
or charges shall have been created shall have been paid or discharged or shall
be then or thereafter required to be paid or discharged), as to the value of any
security owned by the Trust or any class of Shares, as to the allocation of any
assets or liabilities to a class or classes of Shares, as to the times at which
Shares of any class shall be deemed to be outstanding or no longer outstanding,
or as to any other matters relating to the issuance, sale, redemption or other
acquisition or disposition of securities or Shares, and any reasonable
determination made in good faith by the Trustees as to whether any transaction
constitutes a purchase of securities on "margin," a sale of securities "short,"
or any underwriting of the sale of, or a participation in any underwriting or
selling group in connection with the public distribution of, any securities,
shall be final and conclusive, and shall be binding upon the Trust and all
Shareholders, past, present and future,

<PAGE> 18
and Shares are issued and sold on the condition and understanding, evidenced by
the purchase of Shares or acceptance of Share certificates, that any and all
such determinations shall be binding as aforesaid.

6.12 SERVICE IN OTHER CAPACITIES. Any Trustee, representative,
employee or agent of the Trust, including any investment adviser, transfer
agent, administrator, distributor, custodian or underwriter for the Trust, may
serve in any other capacity on his or its own behalf or on behalf of others, and
may engage in other business activities in addition to his or its services on
behalf of the Trust, PROVIDED that such other activities do not materially
interfere with the performance of his or its duties for or on behalf of the
Trust.

VII.

AGREEMENTS WITH INVESTMENT ADVISER,
PRINCIPAL UNDERWRITER, ADMINISTRATOR,
TRANSFER AGENT, CUSTODIAN AND OTHERS

7.1 INVESTMENT ADVISER. The Trustees may, on such terms and conditions
as they may in their discretion determine, enter into a written investment
advisory agreement or agreements with any Person or Persons providing for
portfolio management, investment advisory, statistical and research facilities
and other services pertaining to the assets belonging to one or more classes of
Shares. Notwithstanding any other provision hereof, the Trustees may authorize
such an investment adviser (subject to such general or specific instructions as
the Trustees may adopt) to effect purchases, sales or exchanges of portfolio
securities of such class(es) on behalf of the Trustees and to determine the net
asset value and net income of such class(es) or may authorize any representative
or Trustee to effect such purchases, sales or exchanges pursuant to the
recommendations of such investment adviser (all without further action by the
Trustees). Any such purchases, sales and exchanges so effected shall be deemed
to have been authorized by all of the Trustees.

7.2 ADMINISTRATOR. The Trustees may, on such terms and conditions as
they may in their discretion determine, enter into one or more agreements with
any Person or Persons providing for administrative services to one or more
classes of Shares, including assistance in supervising the affairs of such
class(es) and performance of administrative, clerical and other services
considered desirable by the Trustees.

7.3 PRINCIPAL UNDERWRITER. The Trustees may, on such terms and
conditions as they may in their discretion determine, enter into one or more
distribution agreements with any Person or Persons providing for the sale of
Shares of one or more classes at a price at least equal to the net asset value
per Share of

<PAGE> 19
such class(es) and providing for sale of the Shares of such class(es) pursuant
to arrangements by which the Trust may either agree to sell the Shares of such
class(es) to the other party to the agreement or appoint such other party its
sales agent for such Shares. Such agreements may also provide for the repurchase
of Shares of such class(es) by such other party as principal or as agent of the
Trust, and may authorize the other party to enter into agreements with others
for the purpose of the distribution or repurchase of Shares of such class(es).

7.4 TRANSFER AGENT. The Trustees may, on such terms and conditions as
they may in their discretion determine, enter into one or more agreements with
any Person or Persons providing for transfer agency and other services to
Shareholders of any class.

7.5 CUSTODIAN. The Trustees may, on such terms and conditions as they
may in their discretion determine, enter into one or more agreements with any
Person or Persons providing for the custody and safekeeping of the property of
the Trust or any class of Shares.

7.6 SERVICE AND DISTRIBUTION PLANS. The Trustees may, on such terms
and conditions as they may in their discretion determine, adopt one or more
plans pursuant to which Persons may be compensated directly or indirectly by the
Trust for Shareholder servicing, administration or distribution with respect to
one or more classes of Shares, including without limitation plans subject to
Rule 12b-1 under the Act, and the Trustees may enter into agreements pursuant to
such Plans.

7.7 PARTIES TO AGREEMENTS. The same Person may be employed in multiple
capacities under Sections 7.1 through 7.6 of this Article VII and may receive
compensation from the assets belonging to a particular class in as many
capacities in which such persons shall serve such class. The Trustees may enter
into any agreement of the character described in this Article VII with any
Person, including any Person in which any Trustee, representative, employee or
Shareholder of the Trust may be interested, and no such agreement shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any Person holding such relationship be liable by reason
of such relationship for any loss or expense to the Trust under or by reason of
said agreement or accountable for any profit realized directly or indirectly
therefrom.

VIII.

SHAREHOLDERS' VOTING POWERS AND MEETINGS

8.1 VOTING POWERS. The Shareholders shall have power to vote (a) or
the election of Trustees as provided in Section

<PAGE> 20
6.2 hereof, (b) to the same extent as the shareholders of a Massachusetts
business corporation when considering whether a court action, proceeding or
claim should or should not be brought or maintained derivatively or as a class
action on behalf of the Trust or the Shareholders, (c) with respect to any of
the matters and to the extent provided in Article X hereof, (d) with respect to
such additional matters relating to the Trust as may be required by law, by this
Declaration of Trust, the Regulations of the Trust, by any requirement
applicable to or agreement of the Trust, and as the Trustees may consider
desirable. Every Shareholder of record shall have the right to one vote for
every whole Share (other than Shares held in the treasury of the Trust) standing
in his name on the books of the Trust, and to have a proportional fractional
vote for any fractional Share, as to any matter on which the Shareholder is
entitled to vote. There shall be no cumulative voting. Shares may be voted in
person or by proxy. Until Shares are issued, the Trustees may exercise all
rights of Shareholders and may take any action required or permitted to be taken
by Shareholders by law, this Declaration of Trust or the Regulations.

8.2 MEETINGS. Meetings of Shareholders may be called by the Trustees
as provided in the Regulations and shall be called by the Trustees upon the
written request of Shareholders owning at least twenty percent (20%) of the
outstanding Shares entitled to vote.

8.3 QUORUM AND REQUIRED VOTE. At any meeting of Shareholders a quorum
for the transaction of business shall consist of a majority of the Shares of
each class outstanding and entitled to vote appearing in person or by proxy,
provided that at any meeting at which the only actions to be taken are actions
required by the Act to be taken by vote of all outstanding Shares of all classes
entitled to vote thereon, irrespective of class, a quorum shall consist of a
majority of the Shares (without regard to class) entitled to vote thereon, and
that at any meeting at which the only actions to be taken shall have been
determined by the Board of Trustees to affect the rights and interests of one or
more but not all classes of outstanding Shares, a quorum shall consist of a
majority of the outstanding Shares of that class or classes so affected,
PROVIDED FURTHER that reasonable adjournments of such meeting until a quorum is
obtained may be made by vote of the Shares present in person or by proxy.

The Trustees shall cause each matter required or permitted to be voted
upon at a meeting or by written consent of Shareholders to be submitted to a
separate vote of each class of outstanding Shares entitled to vote thereon,
PROVIDED that (a) when required by the Act, actions of Shareholders shall be
taken by vote of all outstanding Shares of all classes entitled to vote thereon,
irrespective of class, with all outstanding Shares of all classes voting as a
single class and (b) when the Trustees

<PAGE> 21
determine that any matter to be submitted to a vote of Shareholders affects only
the rights or interests of one or more but not all classes of outstanding
Shares, only the Shareholders of the class or classes so affected will be
entitled to vote thereon.

A majority of Shares voting of any class of Shares entitled to vote on
any question shall determine such question, subject to any requirements of the
Act or other applicable law or this Declaration of Trust. In the election of
Trustees, a plurality of Shares voting, irrespective of class, shall elect a
Trustee, to the extent the Act or other applicable law requires that voting
shall be irrespective of class; otherwise, a plurality of each class entitled to
vote shall elect a Trustee.

8.4 SHAREHOLDER ACTION BY WRITTEN CONSENT. Any action which may be
taken by Shareholders may be taken without a meeting if not less than a majority
of the Shareholders entitled to vote on the matter consent to the action in
writing and the written consents are filed with the records of the meetings of
Shareholders. Such consent shall be treated for all purposes as a vote taken at
a meeting of Shareholders.

8.5 CODE OF REGULATIONS. The Regulations may include further
provisions not inconsistent with this Declaration of Trust for meetings of
Shareholders, votes, record dates, notices of meetings and related matters.

IX.

LIMITATIONS OF LIABILITY AND INDEMNIFICATION

9.1 LIABILITIES OF A CLASS. Liabilities belonging to any class of
Shares, including, without limitation, expenses, fees, charges, taxes, and
liabilities incurred or arising in connection with a particular class, or in
connection with the management thereof, shall be paid only from the assets
belonging to such class.

9.2 LIMITATION OF TRUSTEE LIABILITY. Every act or thing done or
omitted, and every power exercised or obligation incurred by the Trustees or any
of them in the administration of this Trust or in connection with any affairs,
property or concerns of the Trust, whether ostensibly in their own names or in
their Trust capacity, shall be done, omitted, exercised or incurred by them as
Trustees and not as individuals. Every person contracting or dealing with the
Trustees or having any debt, claim or judgment against them or any of them shall
look only to the funds and property of the Trust for payment or satisfaction. No
Trustee or Trustees of the Trust shall ever be personally liable for or on
account of any contract, debt, tort,

<PAGE> 22
claim, damage, judgment or decree arising out of or connected with the
administration or preservation of the Trust Property or the conduct of any of
the affairs of the Trust. Every note, bond, contract, order or other undertaking
issued by the Trust or the Trustees relating to the Trust, and stationery used
by the Trust shall include the notice set forth in Section 9.5 of this Article
IX (but the omission thereof shall not be construed as a waiver of the foregoing
provision, and shall not render the Trustees personally liable).

It is the intention of this Section 9.2 that no Trustee shall be
subject to any personal liability whatsoever to any person for any action or
failure to act (including without limitation the failure to compel in any way
any former or acting Trustee to redress any breach of trust) except that nothing
in this Declaration of Trust shall protect any Trustee from any liability to the
Trust or its Shareholders to which he would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of his
duties, or by reason of reckless disregard of his obligations and duties as
Trustee; and that all persons shall look solely to the Trust Property belonging
to a class of Shares for satisfaction of claims of any nature arising in
connection with the affairs of such class of the Trust.

9.3 INDEMNIFICATION OF TRUSTEES, REPRESENTATIVES AND EMPLOYEES. The
Trust shall indemnify each of its Trustees against all liabilities and expenses
including amounts paid in satisfaction of judgments, in compromise, as fines and
penalties, and as counsel fees) reasonably incurred by him in connection with
the defense or disposition of any action, suit or other proceeding, whether
civil or criminal, in which he may be involved or with which he may be
threatened, while as a Trustee or thereafter, by reason of his being or having
been such a Trustee EXCEPT with respect to any matter as to which he shall have
been adjudicated to have acted in bad faith, willful misfeasance, gross
negligence or reckless disregard of his duties, PROVIDED that as to any matter
disposed of by a compromise payment by such person, pursuant to a consent decree
or otherwise, no indemnification either for said payment or for any other
expenses shall be provided unless the Trust shall have received a written
opinion from independent legal counsel approved by the Trustees to the effect
that if either the matter of willful misfeasance, gross negligence or reckless
disregard of duty, or the matter of bad faith had been adjudicated, it would in
the opinion of such counsel have been adjudicated in favor of such person. The
rights accruing to any person under these provisions shall not exclude any other
right to which he may be lawfully entitled, PROVIDED that no person may satisfy
any right of indemnity or reimbursement hereunder except out of the property of
the Trust. The Trustees may make advance payments in connection with the
indemnification under this Section 9.3,

<PAGE> 23
PROVIDED that the indemnified person shall have provided a secured a written
undertaking to reimburse the Trust in the event it is subsequently determined
that he is not entitled to such indemnification.

The Trustees shall indemnify representatives and employees of the
Trust to the same extent that Trustees are entitled to indemnification pursuant
to this Section 9.3.

9.4 RELIANCE ON EXPERTS, ETC. Each Trustee and representative of the
Trust shall, in the performance of his duties, be fully and completely justified
and protected with regard to any act or any failure to act resulting from
reliance in good faith upon the books of account or other records of the Trust,
upon an opinion of counsel satisfactory to the Trust, or upon reports made to
the Trust by any of its representatives or employees or by the investment
adviser, the principal underwriter, selected dealers, accountants, appraisers or
other experts or consultants selected with reasonable care by the Trustees or
representatives of the Trust, regardless of whether such counsel or expert may
also be a Trustee.

9.5 LIMITATION OF SHAREHOLDER LIABILITY. Shareholders shall not be
subject to any personal liability in connection with the assets of the Trust for
the acts or obligations of the Trust. The Trustees shall have no power to bind
any Shareholder personally or to call upon any Shareholder for the payment of
any sum of money or assessment whatsoever other than such as the Shareholder may
at any time personally agree to pay by way of subscription to any Shares or
otherwise. Every obligation, contract, instrument, certificate, Share, other
security of any class of Shares or undertaking, and every other act whatsoever
executed in connection with the Trust or any class of Shares shall be
conclusively presumed to have been executed or done by the executors thereof
only in their capacities as Trustees under the Declaration of Trust or in their
capacity as officers, employees or agents of the Trust and not individually.
Every note, bond, contract, order or other undertaking issued by or on behalf of
the Trust or the Trustees relating to the Trust or any class of Shares, and the
stationery used by the Trust, shall include a recitation limiting the obligation
represented thereby to the Trust and its assets (but the omission of such a
recitation shall not operate to bind any Shareholder), as follows:

"The names 'NCC Funds' and 'Trustees of NCC 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 ___, 1986 which is hereby referred
to and a copy of which is on file at the office of the State Secretary
of the Commonwealth

<PAGE> 24
of Massachusetts and at the principal office of the Trust. The
obligations of 'NCC 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."

The rights accruing to a Shareholder under this Section 9.5 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided for herein, PROVIDED that a Shareholder of any class of
Shares shall be indemnified only from assets belonging to such class.

9.6 INDEMNIFICATION OF SHAREHOLDERS. In case any Shareholder or former
Shareholder shall be held to be personally liable solely by reason of his being
or having been an Shareholder and not because of his acts or omissions or for
some other reason, the Shareholder or former Shareholder (or his heirs,
executors, administrators or other legal representatives or, in the case of a
corporation or other entity, its corporate or other general successor) shall be
entitled out of the assets belonging to the class(es) of Shares owned by such
Shareholder to be held harmless from and indemnified against all loss and
expense arising from such liability. The Trust shall, upon request by the
Shareholder, assume the defense of any claim made against any Shareholder for
any act or obligations of the Trust and satisfy any judgment thereon from such
assets.

MISCELLANEOUS

10.1 TRUST NOT A PARTNERSHIP. It is hereby expressly declared that a
Massachusetts business trust and not a partnership, joint venture, corporation,
joint stock company or any form of legal relationship other than a trust is
created hereby. Nothing herein shall be construed to make the Shareholders,
either by themselves or with the Trustees partners or members of a joint stock
association. No Trustee hereunder shall have any power to bind personally either
representative of the Trust or any Shareholder. All persons extending credit to,
contracting with or having any claim against the Trust or the Trustees shall
look only to the assets of the Trust for payment

<PAGE> 25
under such credit, contract or claim; and neither the Shareholders nor the
Trustees, whether past, present or future, shall be personally liable therefor.

10.2 NO BOND OR SURETY. The Trustees shall not be required to give any
bond as such, nor any surety if a bond is required.

10.3 DURATION OF TRUST. This Trust shall continue without limitation
of time, PROVIDED that the Trust or any class of Shares may be terminated at any
time in accordance with the provisions of this Declaration of Trust and
applicable law.

10.4 MERGER, CONSOLIDATION AND SALE OF ASSETS. The Trust may merge
into or consolidate with any other corporation, association, trust or other
organization or may sell, lease or exchange all or substantially all of the
Trust Property, including its good will, upon such terms and conditions and for
such consideration when and as authorized by vote or written consent of the
Trustees and approved by the affirmative vote of the holders of not less than
two-thirds of the Shares outstanding and entitled to vote, voting separately by
class except to the extent that the Act may require voting without regard to
class, or by an instrument or instruments in writing without a meeting consented
to by the holders of not less than two-thirds of such Shares, voting separately
by class except to the extent that the Act may require voting without regard to
class, and by the vote or written consent of the holders of two-thirds of the
Shares of each class of Shares, PROVIDED that if such merger, consolidation,
sale, lease or exchange is recommended by the Trustees, such may be approved by
a vote of the majority of the outstanding Shares of each class, voting
separately by class.

10.5 INCORPORATION. With the approval of the holders of a majority of
the outstanding Shares, voting separately by class except to the extent that the
Act may require voting without regard to class, the Trustees may cause to be
organized, or assist in organizing, a corporation or corporations under the laws
of any jurisdiction, to carry on any affairs in which the Trust shall directly
or indirectly have any interest, and to transfer the Trust Property to any such
Person in exchange for any Shares or securities thereof or otherwise, and to
lend money to, subscribe for the Shares or securities of, and enter into any
contracts with any such Person in which the Trust holds or is about to acquire
securities or any other interest. The Trustees may also cause a merger or
consolidation between the Trust or any successor thereto and any such Person if
and to the extent permitted by law. Nothing contained herein shall be construed
as requiring approval of Shareholders for the Trustees to organize or assist in
organizing one or more corporations, trusts, partnerships, associations or other
organizations and selling,

<PAGE> 26
conveying or transferring a portion of the Trust property to such Person(s).

10.6 FILING OF COPIES, REFERENCES, HEADINGS. The original instrument
of this Declaration of Trust and of each amendment hereto shall be filed with
the State Secretary of the Commonwealth of Massachusetts as provided by law and
copies thereof shall be kept at the office of the Trust where they may be
inspected by any Shareholder. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by a Trustee or by the Secretary or any
Assistant Secretary of the Trust stating that such action was duly taken in the
manner provided herein, and unless such amendment or such certificate sets forth
some later time for the effectiveness of such amendment, such amendment shall be
effective upon its filing. A restated Declaration of Trust, integrating into a
single instrument all of the provisions of the Declaration of Trust that are
then in effect and operative, may be executed from time to time by a majority of
the Trustees and shall, upon filing with the State Secretary of the Commonwealth
of Massachusetts, be conclusive evidence of all amendments contained therein and
may thereafter be referred to in lieu of the initial Declaration of Trust and
the various amendments thereto. Anyone dealing with the Trust may rely on a
certificate by a representative of the Trust as to whether or not any such
amendment hereto may have been made and as to any matters in connection with the
Trust hereunder, with the same effect as if it were the original, and may rely
on a copy certified by a representative of the Trust to be a copy of this
instrument or of any amendment thereto. Headings are placed herein for
convenience of reference only and in the case of any conflict, the text of this
instrument, rather than the headings, shall control. This instrument may be
executed in any number of counterparts each of which shall be deemed an
original. All signatures to this instrument need not appear on the same page.

10.7 APPLICABLE LAW. The Trust set forth in this instrument is a trust
made in the Commonwealth of Massachusetts and is to be governed by and construed
and administered according to the laws of said Commonwealth.

10.8 PROVISIONS IN CONFLICT WITH LAW OR REGULATIONS.

A. No provision of this Declaration of Trust shall be effective
to:

(1) Require a waiver of compliance with any provision of the
Securities Act of 1933, as amended, or the Investment Company Act of 1940, as
amended, or of any valid rule, regulation or order of the Securities and
Exchange Commission thereunder; or

<PAGE> 27
(2) Protect or purport to protect any Trustee or officer of
the Trust against any liability to the Trust or its Shareholders to which he
would otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.

B. The provisions of this Declaration of Trust are severable, and
if the Trustees shall determine with the advice of counsel that any of such
provisions is in conflict with the Act, the regulated investment company
provisions of the Internal Revenue Code, Chapter 182 of the General Laws of the
Commonwealth of Massachusetts or with any other applicable law or regulation,
then in such event the conflicting provision shall be deemed never to have
constituted a part of this Declaration of Trust, PROVIDED that such
determination shall not affect any of the remaining provisions of this
Declaration of Trust or render invalid or improper any action taken or omitted
prior to such determination.

C. If any provision of this Declaration of Trust shall be held
invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such jurisdiction and
shall not in any manner affect such provision in any other jurisdiction or any
other provision of this Declaration of Trust in any jurisdiction.

10.9 AMENDMENT OF DECLARATION OF TRUST.

A. This Declaration of Trust may be amended upon a resolution to
that effect being adopted by the Trustees and approved by the affirmative vote
of the holders of not less than a majority of the outstanding Shares, voting
separately by class except to the extent that the Act may require voting without
regard to class.

B. Notwithstanding any other provision hereof, until such time as
a Registration Statement under the Securities Act of 1933, as amended, covering
the first public offering of securities of the Trust shall have become
effective, this Declaration of Trust may be terminated or amended in any respect
by the affirmative vote of a majority of the Trustees.

C. The Trustees may amend this Declaration of Trust without a
vote of Shareholders to change the name of the Trust or to cure any error or
ambiguity or if they deem it necessary to conform this Declaration of Trust to
the requirements of applicable state or federal laws or regulations, including
without limitation the requirements of the regulated investment company
provisions of the Internal Revenue Code, but the Trustees shall not be liable
for failing so to do.

<PAGE> 28
D. Notwithstanding any other provision hereof, this Declaration
of Trust may not be amended in any mariner whatsoever that would impair the
exemption from personal liability of the Trustees and Shareholders of the Trust
or that would permit an assessment upon any Shareholder.

IN WITNESS WHEREOF, the undersigned has executed this Declaration of
Trust as a Trustee and not individually, as of the 28th day of January, 1986.

/S/ ANDREW T. GREENBERG
-----------------------

<PAGE> 1

EXHIBIT (1)(a)

NCC FUNDS

Amendment No. 1

DECLARATION OF TRUST

I, W. Bruce McConnel, III, do hereby certify as follows:

1. That I am duly elected Secretary of NCC FUNDS, a Massachusetts
business trust (hereinafter called the "Trust");

2. That in such capacity I have examined records of actions taken by
the Board of Trustees of the Trust;

3. That the existing trustees of the Trust, duly adopted the following
resolutions on September 11, 1987:

RESOLVED, that pursuant to Section 10.9 of the Trust's
Declaration of Trust dated January 28, 1986, Section 8.3 "Quorum and
Required Vote," be amended and restated in its entirety as follows:

"8.3 QUORUM AND REQUIRED VOTE: At any meeting of shareholders a
quorum for the transaction of business shall consist of a
majority of the Shares of each class outstanding and entitled to
vote appearing in person or by proxy, PROVIDED that at any
meeting at which the only actions to be taken are actions
required by the Act to be taken by vote of all outstanding shares
of all classes entitled to vote thereon, irrespective of class, a
quorum shall consist of a majority of the Shares (without regard
to class) entitled to vote thereon, and that at any meeting at
which the only actions to be taken shall have been determined by
the Board of Trustees to affect the rights of one or more but not
all classes of outstanding Shares, a quorum shall consist of a
majority of the outstanding shares of that class or classes so
affected, PROVIDED FURTHER that reasonable adjournments of such
meeting until a quorum is

<PAGE> 2
obtained may be made by vote of the Shares present in person or
by proxy.

The Trustees shall cause each matter required or permitted to be
voted upon at a meeting or by written consent of Shareholders to
be submitted to a vote of all classes of outstanding Shares
entitled to vote thereon (irrespective of class), unless the Act
or other applicable law or regulations require that the action of
the Shareholders be taken by a separate vote of one or more
classes, or the Trustees determine that any matter to be
submitted to a vote of Shareholders affects only the rights or
interests of one or more (but not all) classes of outstanding
Shares, in which case only the Shareholders of the class or
classes so affected shall be entitled to vote thereon.

Unless otherwise required by this Declaration of Trust, the Act
or other applicable law or regulations, a majority of Shares
entitled to vote on any question shall determine such question,
except that in the election of Trustees, a plurality of Shares
voting, irrespective of class, shall elect a Trustee.";

FURTHER RESOLVED, that pursuant to Section 10.9 of the Trust's
Declaration of Trust, Subsection A of Section 10.9 be amended and
restated in its entirety as follows:

"This Declaration of Trust may be amended upon a resolution to
that effect being adopted by the Trustees and approved by the
affirmative vote of the holders of not less than a majority of
the outstanding Shares.";

FURTHER RESOLVED, that the foregoing amendments to the Trust's
Declaration of Trust be submitted to the Trust's Shareholders for
approval, by a separate vote of each class of outstanding Shares, at
the Annual Meeting of Shareholders of the Trust to be held on January
5, 1988; and

FURTHER RESOLVED, that the proper officers of the Trust be, and
hereby are, authorized and directed to execute and file with the
proper Massachusetts state authorities any and all such documents in
the name and on behalf of the Trust, under its seal or otherwise,
necessary or required to be filed in connection with the above
amendments, if approved by the Shareholders

<PAGE> 3
at the Annual Meeting, and to do or cause to be done all such other
acts and things, as they, or any of them, may deem necessary or
desirable to carry out the intent or purpose of the foregoing
resolutions.

4. That the foregoing changes to the Trust's Declaration of Trust were
duly approved by the Trust's Shareholders at the Annual Meeting of Shareholders
of the Trust held on January 5, 1988; and

5. That the foregoing resolutions remain in full force and effect as
of the date hereof.

Dated: 1/8/88 /S/ W. BRUCE MCCONNEL, III
--------------------------
W. Bruce McConnel, III

Subscribed and Sworn to before
me this 5th day of January 1988.

/S/ DARSCHELLE A. RYLANDER
- --------------------------
Notary Public

<PAGE> 1

EXHIBIT (1)(b)

NCC FUNDS
AMENDMENT NO. 2
TO
DECLARATION OF TRUST

I, W. Bruce McConnel, III, do hereby certify as follows:

1. That I am duly elected Secretary of NCC Funds, a Massachusetts
business trust (hereinafter called the "Trust");

2. That in such capacity I have examined records of actions taken by
the Board of Trustees of the Trust;

3. That the current Trustees of the Trust duly adopted the following
resolutions on March 7, 1995;

CHANGE OF NAME OF TRUST
-----------------------

RESOLVED, that pursuant to Article X, Section 10.9.C of the
Declaration of Trust, the name of the Trust is changed to "Armada
Funds";

FILINGS
-------

FURTHER RESOLVED, that the proper officers of the Trust be, and
hereby are, authorized and directed to execute and file with the
proper Massachusetts state and city authorities any and all such
documents in the name and on behalf of the Trust, under its seal or
otherwise, necessary or required to be filed in connection with the
above amendment, and to do or cause to be done all such other acts and
things, as they, or any of them, may deem necessary or desirable to
carry out the intent or purpose of the foregoing resolution.

4. That the foregoing resolutions remain in full force and effect as
of the date hereof.

5. That this Amendment No. 2 to the Declaration of Trust shall be
effective on May 22, 1995.

Dated: May 17, 1995

<PAGE> 2

/S/ W. BRUCE MCCONNEL, III
--------------------------
W. Bruce McConnel, III

Subscribed to and Sworn to Before
Me this 17th day of May, 1995.

/S/ GEORGEANNA GRIFFITH
- -----------------------
Notary Public

<PAGE> 1
EXHIBIT (1)(c)

NCC FUNDS
(A Massachusetts Business Trust)

CERTIFICATE OF CLASSIFICATION OF SHARES

I, W. Bruce McConnel, III, do hereby certify as follows:

(1) That I am the duly elected Secretary of NCC Funds (the "Trust");

(2) That in such capacity I have examined the records of actions taken
by the Board of Trustees of the Trust;

(3) That the Board of Trustees of the Trust duly adopted the following
resolutions at a Regular Meeting of the Board of Trustees held on April 17,
1989:

RESOLVED, that pursuant to Section 5.1 of the Trust's Declaration of
Trust, an unlimited number of unissued units of beneficial interest in the Trust
be, and hereby are, classified into an additional class of shares designated as
Class J Shares of beneficial interest;

FURTHER RESOLVED, that Class J Shares of beneficial interest shall
represent the shares of the Tax Exempt Portfolio (Trust);

FURTHER RESOLVED, that the officers of the Trust be, and each of them
hereby is, authorized to execute and file any and all instruments and documents,
make all such payments and do all such other acts and things that they, or any
of them, deem necessary or desirable to make effective the classification of
shares pursuant to the foregoing resolution.

(4) That the foregoing resolutions remain in full force and effect as
of the date hereof.

/S/ W. BRUCE MCCONNEL, III
--------------------------
W. Bruce McConnel, III

Dated: October 9, 1989

Subscribed and sworn to before
me this 9th day of October, 1989.

/S/ IRENE G. WILKINS
- --------------------
Notary Public

<PAGE> 1
EXHIBIT (1)(d)

NCC FUNDS
(A Massachusetts Business Trust)

CERTIFICATE OF CLASSIFICATION OF SHARES

I, W. Bruce McConnel, III, do hereby certify as follows:

(1) That I am the duly elected Secretary of NCC Funds (the "Trust");

(2) That in such capacity I have examined the records of actions taken
by the Board of Trustees of the Trust;

(3) That the Board of Trustees of the Trust duly adopted the following
resolutions at Regular Meetings of the Board of Trustees held on May 15, 1987,
April 7, 1988 and September 26, 1989:

RESOLVED, that pursuant to Section 5.1 of the Trust's Declaration of
Trust, an unlimited number of unissued units of beneficial interest in the Trust
be, and hereby are, classified into additional classes of shares designated as
(a) Class H Shares of beneficial interest, (b) Class I Shares of beneficial
interest and (c) Class K Shares of beneficial interest;

FURTHER RESOLVED, that Class H Shares of beneficial interest shall
represent the shares of the Equity Portfolio, Class I Shares of beneficial
interest shall represent the shares of the Bond Portfolio, and Class K Shares of
beneficial interest shall represent the shares of the Ohio Tax Exempt Portfolio;

(4) That the Board of Trustees of the Trust duly adopted the following
resolutions in a Unanimous Consent of Trustees dated December 5, 1989 pursuant
to Article VI, Section 6.4 of the Declaration of Trust dated January 28, 1986:
CREATION OF NEW SERIES OF SHARES.

<PAGE> 2

1. CREATION OF CLASS A-SPECIAL SERIES 1 SHARES.

RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust of
the Trust, an unlimited number of authorized, unissued and unclassified
shares of beneficial interest in the Trust (no par value) be, and hereby
are, classified and designated as Class A-Special Series 1 shares;

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class A shares and Class A-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class A shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class A
shares, Class A-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class A share and Class A-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class A share and each Class A-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class A share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation) with the
expenses and liabilities of the Trust in respect of Class A shares, Class
A-Special Series 1 shares or such other shares and in respect of any
general expenses and liabilities of the Trust allocated to Class A shares,
Class A-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, except that
to the extent permitted by rule or order of the Securities and Exchange
Commission:

(a) Class A-Special Series 1 shares shall bear all expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions to their customers who beneficially own such shares but
do not provide for services to any

<PAGE> 3

beneficial owners of Class A shares other than Class A-Special Series
1 shares;

(b) Class A-Special Series 1 shares shall not bear the expenses
and liabilities of payments to institutions under any agreements
entered into by or on behalf of the Trust which provide for services
by the institutions to their customers who beneficially own shares of
Class A but do not provide for services to any beneficial owners of
Class A-Special Series 1 Shares; and

(c) No Class A shares other than Class A-Special Series 1 shares
shall bear the expenses and liabilities described in subparagraph (a)
above.

(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class A-Special Series 1
shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class A-
Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class A-Special Series 1 shares shall be voted in the aggregate
together with such other affected shares and not by class or series
except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect Class
A-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders
of shares of beneficial interest in the Trust other than Class
A-Special Series 1 shares; and

<PAGE> 4
(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, Class A-Special Series 1
shares shall not be entitled to vote, except where otherwise required
by law or permitted by the Board of Trustees of the Trust, and except
that if said matter affects Class A-Special Series 1 shares, such
shares shall be entitled to vote, and in such case Class A-Special
Series 1 shares shall be voted in the aggregate together with all
other shares of beneficial interest in the Trust voting on the matter
and not by class or series, except where otherwise required by law or
permitted by the Board of Trustees.

2. CREATION OF CLASS B-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class B shares and Class B-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class B shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class B
shares, Class B-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
class B share and Class B-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

<PAGE> 5
particular series designation) with the expenses and liabilities of the
Trust in respect of Class B shares, Class B-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class B shares, Class B-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission:

(a) Class B-Special Series 1 shares shall bear all expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions to their customers who beneficially own such shares but
do not provide for services to any beneficial owners of Class B shares
other than Class B- Special Series 1;

(b) Class B-Special Series 1 shares shall not bear the expenses
and liabilities of payments to institutions under any agreements
entered into by or on behalf of the Trust which provide for services
by the institutions to their customers who beneficially own shares of
Class B but do not provide for services to any beneficial owners of
Class B-Special Series 1 shares; and

(c) No Class B shares other than Class B-Special Series 1 shall
bear the expenses and liabilities described in subparagraph (a) above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class B share and each class B-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class B share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except that to the extent permitted by rule or order of the
Securities and Exchange Commission:

<PAGE> 6

beneficial interest in the Trust other than Class B-Special Series 1
shares, such other affected shares of beneficial interest in the Trust
shall also be entitled to vote, and in such case Class B-Special
Series 1 shares shall be voted in the aggregate together with such
other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class B-Special Series
1 shares, said shares shall not be entitled to vote (except where
otherwise required by law or permitted by the Board of Trustees) even
though the matter is submitted to a vote of the holders of shares of
beneficial interest in the Trust other than Class B-Special Series 1
shares; and

(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, Class B-Special Series 1
shares shall not be entitled to vote, except where otherwise required
by law or permitted by the Board of Trustees of the Trust, and except
that if said matter affects Class B-Special Series 1 shares, such
shares shall be entitled to vote, and in such case Class B-Special
Series 1 shares shall be voted in the aggregate together with all
other shares of beneficial interest in the Trust voting on the matter
and not by class or series, except where otherwise required by law or
permitted by the Board of Trustees.

3. CREATION OF CLASS C-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class C shares and Class C-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class C shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class C
shares, Class C-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's

<PAGE> 7

Declaration of Trust, and each Class C share and Class C-Special Series 1
share shall share equally with each such other share in such consideration
and other assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation thereof, and
any assets derived from any reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class C share and each Class C-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class C share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation) with the
expenses and liabilities of the Trust in respect of Class C shares, Class
C-Special Series 1 shares or such other shares and in respect of any
general expenses and liabilities of the Trust allocated to Class C shares,
Class C-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, except that
to the extent permitted by rule or order of the Securities and Exchange
Commission:

(a) Class C-Special Series 1 shares shall bear all expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions to their customers who beneficially own such shares but
do not provide for services to any beneficial owners of Class C shares
other than Class C-Special Series 1 shares;

(b) Class C-Special Series 1 shares shall not bear the expenses
and liabilities of payments to institutions under any agreements
entered into by or on behalf of the Trust which provide for services
by the institutions to their customers who beneficially own shares of
Class C but do not provide for services to any beneficial owners of
Class C-Special Series 1 shares; and

(c) No Class C shares other than Class C-Special Series 1 shares
shall bear the expenses and liabilities described in subparagraph (a)
above.

<PAGE> 8
interest (irrespective of whether said share has been designated as part of
a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:

(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class C-Special Series 1
shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust, other than Class
C-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class C-Special Series 1 shares shall be voted in the aggregate
together with such other affected shares and not by class or series
except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect Class
C-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders
of shares of beneficial interest in the Trust other than Class
C-Special Series 1 shares; and

(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, Class C-Special Series 1
shares shall not be entitled to vote, except where otherwise required
by law or permitted by the Board of Trustees of the Trust, and except
that if said matter affects Class C-Special Series 1 shares, such
shares shall be entitled to vote, and in such case Class C-Special
Series 1 shares shall be voted in the aggregate together with all
other shares of beneficial interest in the Trust voting on the matter
and not by class or series, except where otherwise required by law or
permitted by the Board of Trustees.

4. CREATION OF CLASS D-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class D shares and

<PAGE> 9
Class D-Special Series 1 shares shall be invested and reinvested with the
consideration received by the Trust for the issue and sale of all other
shares of beneficial interest in the Trust now or hereafter designated as
Class D shares of beneficial interest (irrespective of whether said shares
have been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), together with all income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, any funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be, and any general assets of
the Trust allocated to Class D shares, Class D-Special Series 1 shares or
such other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, and each Class D share and Class D-Special Series 1
share shall share equally with each such other share in such consideration
and other assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation thereof, and
any assets derived from any reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class D share and each Class D-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class D share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation) with the
expenses and liabilities of the Trust in respect of Class D shares, Class
D-Special Series 1 shares or such other shares and in respect of any
general expenses and liabilities of the Trust allocated to Class D shares,
Class D-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, except that
to the extent permitted by rule or order of the Securities and Exchange
Commission:

(a) Class D-Special Series 1 shares shall bear all expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions to their customers who beneficially own such shares but
do not provide for services to any beneficial owners of Class D shares
other than Class D-Special Series 1 shares;

(b) Class D-Special Series 1 shares shall not bear the expenses
and liabilities of payments to institutions under any agreements
entered into by or on behalf of the Trust which provide for services
by the institutions to their customers who beneficially own shares of
Class D but do not provide for services to any beneficial owners of
Class D-Special Series 1 shares; and

<PAGE> 10
(c) No Class D shares other than Class D-Special Series 1 shares
shall bear the expenses and liabilities described in subparagraph (a)
above.

(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class D-Special Series 1
shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class D-
Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class D-Special Series 1 shares shall be voted in the aggregate
together with such other affected shares and not by class or series
except where otherwise required by law ar permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect Class
D-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders
of shares of beneficial interest in the Trust other than Class
D-Special Series 1 shares; and

(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, Class D-Special Series 1
shares shall not be entitled to vote, except where otherwise required
by law or permitted by the Board of Trustees of the Trust, and except
that if said matter affects Class D-Special Series 1 shares, such
shares shall be entitled to vote, and in such case Class D-Special
Series 1 shares shall be voted in the aggregate together with all
other shares of beneficial

<PAGE> 11
interest in the Trust voting on the matter and not by class or series,
except where otherwise required by law or permitted by the Board of
Trustees.

5. CREATION OF CLASS H-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class H shares and Class H-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class H shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class H
shares, Class H-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class H share and Class H-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class H share and each Class H-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class H share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation) with the
expenses and liabilities of the Trust in respect of Class H shares, Class
H-Special Series 1 shares or such other shares and in respect of any
general expenses and liabilities of the Trust allocated to Class H shares,
Class H-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, except that
to the extent permitted by rule or order of the Securities and Exchange
Commission:

(a) Class H-Special Series 1 shares shall bear all expenses and
liabilities of payments to institutions under any agreements entered
into by or on

<PAGE> 12
behalf of the Trust which provide for services by the institutions to
their customers who beneficially own such shares but do not provide
for services to any beneficial owners of Class H shares other than
Class H-Special Series 1 shares;

(b) Class H-Special Series 1 shares shall not bear the expenses
and liabilities of payments to institutions under any agreements
entered into by or on behalf of the Trust which provide for services
by the institutions to their customers who beneficially own shares of
Class H but do not provide for services to any beneficial owners of
Class H shares; and

(c) No Class H shares other than Class H-Special Series 1 shares
shall bear the expenses and liabilities described in subparagraph (a)
above.

(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class H-Special Series 1
shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class H-
Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class H-Special Series 1 shares shall be voted in the aggregate
together with such other affected shares and not by class or series
except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect Class
H-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders
of shares of beneficial interest in the Trust other than Class
H-Special Series 1 shares; and

<PAGE> 13
(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, Class H-Special Series 1
shares shall not be entitled to vote, except where otherwise required
by law or permitted by the Board of Trustees of the Trust, and except
that if said matter affects Class H-Special Series 1 shares, such
shares shall be entitled to vote, and in such case Class H-Special
Series 1 shares shall be voted in the aggregate together with all
other shares of beneficial interest in the Trust voting on the matter
and not by class or series, except where otherwise required by law or
permitted by the Board of Trustees.

6. CREATION OF CLASS I-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class I shares and Class I-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class I shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class I
shares, Class I-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class I share and Class I-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class I share and each Class I-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class I share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the

<PAGE> 14
particular series designation) with the expenses and liabilities of the
Trust in respect of Class I shares, Class I-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class I shares, Class I-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission:

(a) Class I-Special Series 1 shares shall bear all expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions to their customers who beneficially own such shares but
do not provide for services to any beneficial owners of Class I shares
other than Class I-Special Series 1 shares;

(b) Class I-Special Series 1 shares shall not bear the expenses
and liabilities of payments to institutions under any agreements
entered into by or on behalf of the Trust which provide for services
by the institutions to their customers who beneficially own shares of
Class I but do not provide for services to any beneficial owners of
Class I-Special Series 1 shares; and

(c) No Class I shares other than Class I-Special Series 1 shares
shall bear the expenses and liabilities described in subparagraph (a)
above.

<PAGE> 15

beneficial interest in the Trust other than Class I- Special Series 1
shares, such other affected shares of beneficial interest in the Trust
shall also be entitled to vote, and in such case Class I-Special
Series 1 shares shall be voted in the aggregate together with such
other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class I-Special Series
1 shares, said shares shall not be entitled to vote (except where
otherwise required by law or permitted by the Board of Trustees) even
though the matter is submitted to a vote of the holders of shares of
beneficial interest in the Trust other than Class I-Special Series 1
shares; and

(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, Class I-Special Series 1
shares shall not be entitled to vote, except where otherwise required
by law or permitted by the Board of Trustees of the Trust, and except
that if said matter affects Class I-Special Series 1 shares, such
shares shall be entitled to vote, and in such case Class I-Special
Series 1 shares shall be voted in the aggregate together with all
other shares of beneficial interest in the Trust voting on the matter
and not by class or series, except where otherwise required by law or
permitted by the Board of Trustees.

7. CREATION OF CLASS K-SPECIAL SERIES 1 SHARES.
--------------------------------------------

RESOLVED, that all consideration received by the Trust for the issue
or sale of Class K shares and Class K-Special Series 1 shares shall be
invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class K shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class K
shares, Class K-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration

<PAGE> 16
of Trust, and each Class K share and Class K-Special Series 1 share shall
share equally with each such other share in such consideration and other
assets, income, earnings, profits and proceeds thereof, including any
proceeds derived from the sale, exchange or liquidation thereof, and any
assets derived from any reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class K share and each Class K-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class K share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation) with the
expenses and liabilities of the Trust in respect of Class K shares, Class
K-Special Series 1 shares or such other shares and in respect of any
general expenses and liabilities of the Trust allocated to Class K shares,
Class K-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, except that
to the extent permitted by rule or order of the Securities and Exchange
Commission:

(a) Class K-Special Series 1 shares shall bear all expenses and
liabilities of payments to institutions under any agreements entered
into by or on behalf of the Trust which provide for services by the
institutions to their customers who beneficially own such shares but
do not provide for services to any beneficial owners of Class K shares
other than Class K-Special Series 1 shares;

(b) Class K-Special Series 1 shares shall not bear the expenses
and liabilities of payments to institutions under any agreements
entered into by or on behalf of the Trust which provide for services
by the institutions to their customers who beneficially own shares of
Class K but do not provide for services to any beneficial owners of
Class K-Special Series 1 shares; and

(c) No Class K shares other than Class K-special Series 1 shares
shall bear the expenses and liabilities described in subparagraph (a)
above.

<PAGE> 17

interest (irrespective of whether said share has been designated as part of
a series of said class and, if so designated as part of a series,
irrespective of the particular series designation), except that to the
extent permitted by rule or order of the Securities and Exchange
Commission:

(a) on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, only Class K-Special Series 1
shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class K-
Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class K-Special Series 1 shares shall be voted in the aggregate
together with such other affected shares and not by class or series
except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect Class
K-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders
of shares of beneficial interest in the Trust other than Class
K-Special Series 1 shares; and

(b) on any matter that pertains to the agreements or expenses and
liabilities described in clause (b) of the immediately preceding
resolution (or any plan or other document adopted by the Trust
relating to said agreements, expenses or liabilities) and is submitted
to a vote of shareholders of the Trust, Class K-Special Series 1
shares shall not be entitled to vote, except where otherwise required
by law or permitted by the Board of Trustees of the Trust, and except
that if said matter affects Class K-Special Series 1 shares, such
shares shall be entitled to vote, and in such case Class K-Special
Series 1 shares shall be voted in the aggregate together with all
other shares of beneficial interest in the Trust voting on the matter
and not by class or series, except where otherwise required by law or
permitted by the Board of Trustees.

IMPLEMENTATION OF RESOLUTIONS.
- ------------------------------

<PAGE> 18
the foregoing resolutions creating new classes or series of shares.

IDENTIFICATION OF SHARES WITH PORTFOLIOS.
- -----------------------------------------

RESOLVED, that the Trust's classes or series of shares shall represent
interests in the several existing and proposed investment portfolios of the
Trust as follows:

<TABLE>
<CAPTION>
CLASS OF SHARES INVESTMENT PORTFOLIO
--------------- --------------------
<S> <C>
Class A-Special Series 1 Money Market Portfolio
Class B-Special Series 1 Government Portfolio
Class C-Special Series 1 Treasury Portfolio
Class D-Special Series 1 Tax Exempt Portfolio
Class H-Special Series 1 Equity Portfolio
Class I-Special Series 1 Bond Portfolio
Class K-Special Series 1 Ohio Tax Exempt Portfolio
</TABLE>

(5) That the foregoing resolutions remain in full force and effect as
of the date hereof.

/S/W. BRUCE MCCONNEL, III
-------------------------
W. Bruce McConnel, III

Dated: December 11, 1989

Subscribed and sworn to before
me this 11th day of December 1989.

/S/IRENE WILKINS
----------------
Notary Public

My Commission Expires:

<PAGE> 1
EXHIBIT (1)(E)

NCC FUNDS
(A Massachusetts Business Trust)

CERTIFICATE OF CLASSIFICATION OF SHARES

I, W. Bruce McConnel, III, do hereby certify as follows:

(1) That I am the duly elected Secretary of NCC Funds (the "Trust");

(2) That in such capacity I have examined the records of actions taken
by the Board of Trustees of the Trust;

(3) That the Board of Trustees of the Trust duly adopted the following
resolutions at a Regular Meeting of the Board of Trustees held on January 9,
1990 which amend and restate the resolutions adopted in a Unanimous Consent of
Trustees dated December 5, 1989, the purpose being to cure certain errors and
ambiguities in the resolutions adopted by said Unanimous Consent of Trustees:

CREATION OF NEW SERIES OF SHARES.
- ---------------------------------

1. CREATION OF CLASS A-SPECIAL SERIES 1 SHARES.
--------------------------------------------

<PAGE> 2

liquidation thereof, any funds or payments derived from any reinvestment of
such proceeds in whatever form the same may be, and any general assets of
the Trust allocated to Class A shares, Class A-Special Series 1 shares or
such other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, and each Class A share and Class A-Special Series 1
share shall share equally with each such other share in such consideration
and other assets, income, earnings, profits and proceeds thereof, including
any proceeds derived from the sale, exchange or liquidation thereof, and
any assets derived from any reinvestment of such proceeds in whatever form;

(a) only the Class A-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class A- Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class A-Special Series 1 shares;

(b) only the Class A shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class A shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class A shares;

<PAGE> 3
(d) no Class A shares shall bear the expenses and liabilities
described in subparagraph (a) above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class A share and each Class A-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class A share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class A-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class A
Special Series 1 shares, such other affected shares of beneficial interest
in the Trust shall also be entitled to vote, and in such case Class
A-Special Series 1 shares shall be voted in the aggregate together with
such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class A-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class A-Special Series 1 shares.

2. CREATION OF CLASS B-SPECIAL SERIES 1 SHARES.
--------------------------------------------

<PAGE> 4
class and, if so designated as part of a series, irrespective of the
particular series designation), together with all income, earnings, profits
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, and any
general assets of the Trust allocated to Class B shares, Class B-Special
Series 1 shares or such other shares by the Board of Trustees in accordance
with the Trust's Declaration of Trust, and each Class B share and Class B-
Special Series 1 share shall share equally with each such other share in
such consideration and other assets, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of such
proceeds in whatever form;

FURTHER RESOLVED, that each Class B share and each Class B-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class B share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation) with the
expenses and liabilities of the Trust in respect of Class B shares, Class
B-Special Series 1 shares or such other shares and in respect of any
general expenses and liabilities of the Trust allocated to Class B shares,
Class B-Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, except that
to the extent permitted by rule or order of the Securities and Exchange
Commission and as may be from time to time determined by the Board of
Trustees:

(a) only the Class B-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class B- Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class B-Special Series 1 shares;

(b) only the Class B shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class B shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class B shares;

<PAGE> 5
(c) no Class B-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class B shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class B share and each Class B-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class B share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class B-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
B-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class B-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class B-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class B-Special Series 1 shares.

3. CREATION OF CLASS C-SPECIAL SERIES 1 SHARES.
--------------------------------------------

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class C shares and Class C-Special Series 1 shares shall
be invested and

<PAGE> 6
reinvested with the consideration received by the Trust for the issue and
sale of all other shares of beneficial interest in the Trust now or
hereafter designated as Class C shares of beneficial interest (irrespective
of whether said shares have been designated as part of a series of said
class and, if so designated as part of a series, irrespective of the
particular series designation), together with all income, earnings, profits
and proceeds thereof, including any proceeds derived from the sale,
exchange or liquidation thereof, any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, and any
general assets of the Trust allocated to Class C shares, Class C-Special
Series 1 shares or such other shares by the Board of Trustees in accordance
with the Trust's Declaration of Trust, and each Class C share and Class C-
Special Series 1 share shall share equally with each such other share in
such consideration and other assets, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of such
proceeds in whatever form;

(a) only the Class C-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class C- Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class C-Special Series 1 shares;

(b) only the Class C shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class C shares; and (ii) such other expenses and
liabilities as

<PAGE> 7
the Board of Trustees may from time to time determine are directly
attributable to such shares and which should therefore be borne solely
by Class C shares;

(c) no Class C-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class C shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class C share and each Class C-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class C share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class C-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
C-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class C-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class C-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class C-Special Series 1 shares.

4. CREATION OF CLASS D-SPECIAL SERIES 1 SHARES.
--------------------------------------------

<PAGE> 8
FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class D shares and Class D-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class D shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class D
shares, Class D-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class D share and Class D-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class D share and each Class D-Special
Series 1 share shall be charged equally with each other share of beneficial
interest in the Trust now or hereafter designated as a Class D share of
beneficial interest (irrespective of whether said share has been designated
as part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation) with the
expenses and liabilities of the Trust in respect of Class D shares, Class
D-Special Series 1 shares or such other shares and in respect of any
general expenses and liabilities of the Trust allocated to Class D shares,
Class D Special Series 1 shares or such other shares by the Board of
Trustees in accordance with the Trust's Declaration of Trust, except that
to the extent permitted by rule or order of the Securities and Exchange
Commission and as may be from time to time determined by the Board of
Trustees:

(a) only the Class D-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class D-Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class D-Special Series 1 shares;

<PAGE> 9
(b) only the Class D shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class D shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class D shares;

(c) no Class D-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class D shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class D share and each Class D-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class D share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class D-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
D-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class D-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class D-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class D-Special Series 1 shares.

5. CREATION OF CLASS H-SPECIAL SERIES 1 SHARES.
--------------------------------------------

RESOLVED, that pursuant to Section 5.1 of the Declaration of Trust of
the Trust, an unlimited number of

<PAGE> 10
authorized, unissued and unclassified shares of beneficial interest in the
Trust (no par value) be, and hereby are, classified and designated as Class
H-Special Series 1 shares;

FURTHER RESOLVED, that each Class H share and each Class H-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each other share of beneficial interest in the Trust now or
hereafter designated as a Class H share of beneficial interest
(irrespective of whether said share has been designated as part of a series
of said class and, if so designated as part of a series, irrespective of
the particular series designation) with the expenses and liabilities of the
Trust in respect of Class H shares, Class H-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class H shares, Class H-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission and as may be from time to time
determined by the Board of Trustees:

(a) only the Class H-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class H-Special Series 1 shares; and (iii) such other expenses

<PAGE> 11
and liabilities as the Board of Trustees may from time to time
determine are directly attributable to such shares and which should
therefore be borne solely by Class H-Special Series 1 shares;

(b) only the Class H shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class H shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class H shares;

(c) no Class H-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class H shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class H share and each Class H-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class H share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class H-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
H-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class H-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class H-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class H-Special Series 1 shares.

<PAGE> 12
6. CREATION OF CLASS I-SPECIAL SERIES 1 SHARES.
--------------------------------------------

FURTHER RESOLVED, that each Class I share and each Class I-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each other share of beneficial interest in the Trust now or
hereafter designated as a Class I share of beneficial interest
(irrespective of whether said share has been designated as part of a series
of said class and, if so designated as part of a series, irrespective of
the particular series designation) with the expenses and liabilities of the
Trust in respect of Class I shares, Class I-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class I shares, Class I-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission and as may be from time to time
determined by the Board of Trustees:

(a) only the Class I-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their

<PAGE> 13

customers who beneficially own such shares; (ii) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class I-Special Series 1 shares; and (iii) such other
expenses and liabilities as the Board of Trustees may from time to
time determine are directly attributable to such shares and which
should therefore be borne solely by Class I-Special Series 1 shares;

(b) only the Class I shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class I shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class I shares;

(c) no Class I-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class I shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class I share and each Class I-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class I share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class I-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
I-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class I-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class I-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise

<PAGE> 14
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class I-Special Series 1 shares.

7. CREATION OF CLASS K-SPECIAL SERIES 1 SHARES.
--------------------------------------------

RESOLVED, that all consideration received by the Trust for the issue
or sale of Class K shares and Class K- Special Series 1 shares shall be
invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class K shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class K
shares, Class K-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class K share and Class K-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class K share and each Class K-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each other share of beneficial interest in the Trust now or
hereafter designated as a Class K share of beneficial interest
(irrespective of whether said share has been designated as part of a series
of said class and, if so designated as part of a series, irrespective of
the particular series designation) with the expenses and liabilities of the
Trust in respect of Class K shares, Class K-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class K shares, Class K-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission and as may be from time to time
determined by the Board of Trustees:

<PAGE> 15
(a) only the Class K-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class K-Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class K-Special Series 1 shares;

(b) only the Class K shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class K shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class K shares;

(c) no Class K-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class K shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class K share and each Class K-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class K share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class K-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
K-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class K-Special Series 1 shares shall be voted in the aggregate together

<PAGE> 16
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class K-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class K-Special Series 1 shares.

IDENTIFICATION OF SHARES WITH PORTFOLIOS.
- -----------------------------------------

RESOLVED, that the Trust's classes or series of shares shall represent
interests in the investment portfolios of the Trust as follows:

CLASS OF SHARES INVESTMENT PORTFOLIO
--------------- --------------------
[S] [C]
Class A-Special Series 1 Money Market Portfolio
Class B-Special Series 1 Government Portfolio
Class C-Special Series 1 Treasury Portfolio
Class D-Special Series 1 Tax Exempt Portfolio
Class H-Special Series 1 Equity Portfolio
Class I-Special Series 1 Bond Portfolio
Class K-Special Series 1 Ohio Tax Exempt Portfolio

AUTHORIZATION OF ISSUANCE OF SHARES OF EQUITY, BOND AND OHIO TAX
EXEMPT PORTFOLIOS TO INVESTORS.

RESOLVED, that the appropriate officers of the Trust be, and each of
them hereby is, authorized, at any time after the effective date and time of
Post-Effective Amendment No. 10 to the Trust's Registration Statement relating
to the Equity, Bond and Ohio Tax Exempt Portfolios to issue and redeem from time
to time shares of Class H-Special Series 1, Class I-Special Series 1, and Class
K-Special Series 1 representing interests in the Equity, Bond and Ohio Tax
Exempt Portfolios, respectively, in accordance with the Trust's Registration
Statement under the Securities Act of 1933, as the same may from time to time be
amended, and the requirements of the Trust's Declaration of Trust and applicable
law, and that such shares, when issued for the consideration described in such
Registration Statement with respect thereto, shall be validly issued, fully paid
and non-assessable by the Trust.

AUTHORIZATION OF ISSUANCE OF SHARES OF MONEY MARKET, GOVERNMENT, TREASURY AND
TAX EXEMPT PORTFOLIOS TO INVESTORS.

RESOLVED, that the appropriate officers of the Trust be, and each of
them hereby is, authorized, at any time after the effective date and time of a
Post-Effective Amendment to the Trust's Registration Statement relating to the
Money Market, Government, Treasury and Tax Exempt Portfolios to issue and redeem
from time to time shares of Class A-Special Series 1, Class B-Special Series 1,
Class C-Special Series 1, and Class D- Special Series 1 representing interests
in the Money Market, Government, Treasury and Tax Exempt Portfolios,
respectively, in accordance with the Trust's Registration Statement under the

<PAGE> 17
Securities Act of 1933, as the same may from time to time be amended, and the
requirements of the Trust's Declaration of Trust and applicable law, and that
each such share, when issued for the consideration described in such
Registration Statement with respect thereto, shall be validly issued, fully paid
and non-assessable by the Trust.

IMPLEMENTATION OF RESOLUTIONS.
- ------------------------------

RESOLVED, that the officers of the Trust be, and each of them hereby
is, authorized and empowered to execute, seal and deliver any and all documents,
instruments, papers and writings, including but not limited to, any instrument
to be filed with the State Secretary of the Commonwealth of Massachusetts or the
Boston City Clerk, and to do any and all other acts, including but not limited
to, changing the foregoing resolutions upon advice of Trust counsel prior to
filing said any and all documents, instruments, papers, and writings, in the
name of the Trust and on its behalf, as may be necessary or desirable in
connection with or in furtherance of the foregoing resolutions, such
determination to be conclusively evidenced by said officers taking any such
actions.

(4) That the foregoing resolutions remain in full force and effect as
of the date hereof.

/S/ W. BRUCE MCCONNEL, III
--------------------------
W. Bruce McConnel, III

Dated: July 19, 1990

Subscribed and sworn to before
me this 19th day of July, 1990.

/S/ IRENE G. WILKINS
- --------------------
Notary Public

My Commission Expires:
December 21, 1992

<PAGE> 1

EXHIBIT (1)(f)

NCC FUNDS
(A MASSACHUSETTS BUSINESS TRUST)

CERTIFICATE OF CLASSIFICATION OF SHARES

I, W. Bruce McConnel, III, do hereby certify as follows:

(1) That I am the duly elected Secretary of NCC Funds (the "Trust");

(2) That in such capacity I have examined the records of actions taken
by the Board of Trustees of the Trust;

(3) That the Board of Trustees of the Trust duly adopted the following
resolutions at a Regular Meeting of the Board of Trustees held on November 4,
1993:

CREATION OF NEW SERIES OF SHARES.
- ---------------------------------

8. CREATION OF CLASS L AND CLASS L-SPECIAL SERIES 1 SHARES.

RESOLVED, that pursuant to Section 5.1 of the Trust's Declaration of
Trust, an unlimited number of authorized, unissued and unclassified shares
of beneficial interest in the Trust (no par value) be, and hereby are,
classified into an additional class of shares designated as Class L shares
of beneficial interest;

FURTHER RESOLVED, that pursuant to Section 5.1 of the Declaration of
Trust of the Trust, an unlimited number of authorized, unissued and
unclassified shares of beneficial interest in the Trust (no par value) be,
and hereby are, classified and designated as Class L-Special Series 1
shares;

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class L shares and Class L-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class L shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any

<PAGE> 2
reinvestment of such proceeds in whatever form the same may be, and any
general assets of the Trust allocated to Class L shares, Class L-Special
Series 1 shares or such other shares by the Board of Trustees in accordance
with the Trust's Declaration of Trust, and each Class L share and Class L-
Special Series 1 share shall share equally with each such other share in
such consideration and other assets, income, earnings, profits and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of such
proceeds in whatever form;

FURTHER RESOLVED, that each Class L share and each Class L-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each other share of beneficial interest in the Trust now or
hereafter designated as a Class L share of beneficial interest
(irrespective of whether said share has been designated as part of a series
of said class and, if so designated as part of a series, irrespective of
the particular series designation) with the expenses and liabilities of the
Trust in respect of Class L shares, Class L-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class L shares, Class L-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission and as may be from time to time
determined by the Board of Trustees:

(a) only the Class L-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class L-Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class L-Special Series 1 shares;

(b) only the Class L shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class L shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class L shares;

<PAGE> 3

(d) no Class L shares shall bear the expenses and liabilities
described in subparagraph (a) above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class L share and each Class L-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class L share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class L-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
L-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class L-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class L-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class L-Special Series 1 shares.

9. CREATION OF CLASS M AND CLASS M-SPECIAL SERIES 1 SHARES.

<PAGE> 4
FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class M shares and Class M-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class M shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class M
shares, Class M-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class M share and Class M-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class M share and each Class M-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each other share of beneficial interest in the Trust now or
hereafter designated as a Class M share of beneficial interest
(irrespective of whether said share has been designated as part of a series
of said class and, if so designated as part of a series, irrespective of
the particular series designation) with the expenses and liabilities of the
Trust in respect of Class M shares, Class M-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class M shares, Class M-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission and as may be from time to time
determined by the Board of Trustees:

(a) only the Class M-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class M-Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class M-Special Series 1 shares;

<PAGE> 5
(b) only the Class M shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class M shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class M shares;

(c) no Class M-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class M shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class M share and each Class M-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class M share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class M-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
M-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class M-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class M-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class M-Special Series 1 shares.

<PAGE> 6
10. CREATION OF CLASS N AND CLASS N-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class N shares and Class N-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class N shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class N
shares, Class N-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class N share and Class N-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class N share and each Class N-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each other share of beneficial interest in the Trust now or
hereafter designated as a Class N share of beneficial interest
(irrespective of whether said share has been designated as part of a series
of said class and, if so designated as part of a series, irrespective of
the particular series designation) with the expenses and liabilities of the
Trust in respect of Class N shares, Class N-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class N shares, Class N-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and

<PAGE> 7
Exchange Commission and as may be from time to time determined by the Board
of Trustees:

(a) only the Class N-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class N-Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class N-Special Series 1 shares;

(b) only the Class N shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class N shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class N shares;

(c) no Class N-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class N shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class N share and each Class N-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class N share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class N-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
N-Special Series 1 shares, such other

<PAGE> 8
affected shares of beneficial interest in the Trust shall also be entitled
to vote, and in such case Class N-Special Series 1 shares shall be voted in
the aggregate together with such other affected shares and not by class or
series except where otherwise required by law or permitted by the Board of
Trustees of the Trust; and (ii) if said matter does not affect Class
N-Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders of
shares of beneficial interest in the Trust other than Class N-Special
Series 1 shares.

11. CREATION OF CLASS O AND CLASS O-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class O shares and Class O-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class O shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class O
shares, Class O-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class O share and Class O-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class O share and each Class O-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each

<PAGE> 9
other share of beneficial interest in the Trust now or hereafter designated
as a Class O share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation) with the expenses and liabilities of the Trust in respect of
Class O shares, Class O-Special Series 1 shares or such other shares and in
respect of any general expenses and liabilities of the Trust allocated to
Class O shares, Class O-Special Series 1 shares or such other shares by the
Board of Trustees in accordance with the Trust's Declaration of Trust,
except that to the extent permitted by rule or order of the Securities and
Exchange Commission and as may be from time to time determined by the Board
of Trustees:

(a) only the Class O-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class O-Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class O-Special Series 1 shares;

(b) only the Class O shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class O shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class O shares;

(c) no Class O-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class O shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class O share and each Class O-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class O share of beneficial interest (irrespective of whether said
share has been

<PAGE> 10
designated as part of a series of said class and, if so designated as part
of a series, irrespective of the particular series designation), except to
the extent permitted by rule or order of the Securities and Exchange
Commission, on any matter that pertains to the agreements or expenses and
liabilities described in clause (a) of the immediately preceding resolution
(or to any plan or other document adopted by the Trust relating to said
agreements, expenses or liabilities) and is submitted to a vote of
shareholders of the Trust, only Class O-Special Series 1 shares shall be
entitled to vote, except that: (i) if said matter affects shares of
beneficial interest in the Trust other than Class O-Special Series 1
shares, such other affected shares of beneficial interest in the Trust
shall also be entitled to vote, and in such case Class O-Special Series 1
shares shall be voted in the aggregate together with such other affected
shares and not by class or series except where otherwise required by law or
permitted by the Board of Trustees of the Trust; and (ii) if said matter
does not affect Class O-Special Series 1 shares, said shares shall not be
entitled to vote (except where otherwise required by law or permitted by
the Board of Trustees) even though the matter is submitted to a vote of the
holders of shares of beneficial interest in the Trust other than Class
O-Special Series 1 shares.

12. CREATION OF CLASS P AND CLASS P-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by the Trust for the
issue or sale of Class P shares and Class P-Special Series 1 shares shall
be invested and reinvested with the consideration received by the Trust for
the issue and sale of all other shares of beneficial interest in the Trust
now or hereafter designated as Class P shares of beneficial interest
(irrespective of whether said shares have been designated as part of a
series of said class and, if so designated as part of a series,
irrespective of the particular series designation), together with all
income, earnings, profits and proceeds thereof, including any proceeds
derived from the sale, exchange or liquidation thereof, any funds or
payments derived from any reinvestment of such proceeds in whatever form
the same may be, and any general assets of the Trust allocated to Class P

<PAGE> 11
shares, Class P-Special Series 1 shares or such other shares by the Board
of Trustees in accordance with the Trust's Declaration of Trust, and each
Class P share and Class P-Special Series 1 share shall share equally with
each such other share in such consideration and other assets, income,
earnings, profits and proceeds thereof, including any proceeds derived from
the sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class P share and each Class P-Special
Series 1 share shall be charged in proportion to their respective net asset
values with each other share of beneficial interest in the Trust now or
hereafter designated as a Class P share of beneficial interest
(irrespective of whether said share has been designated as part of a series
of said class and, if so designated as part of a series, irrespective of
the particular series designation) with the expenses and liabilities of the
Trust in respect of Class P shares, Class P-Special Series 1 shares or such
other shares and in respect of any general expenses and liabilities of the
Trust allocated to Class P shares, Class P-Special Series 1 shares or such
other shares by the Board of Trustees in accordance with the Trust's
Declaration of Trust, except that to the extent permitted by rule or order
of the Securities and Exchange Commission and as may be from time to time
determined by the Board of Trustees:

(a) only the Class P-Special Series 1 shares shall bear: (i) the
expenses and liabilities of payments to institutions under any
agreements entered into by or on behalf of the Trust which provide for
services by the institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and liabilities
arising from transfer agency services that are directly attributable
to Class P-Special Series 1 shares; and (iii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class P-Special Series 1 shares;

(b) only the Class P shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are directly
attributable to Class P shares; and (ii) such other expenses and
liabilities as the Board of Trustees may from time to time determine
are directly attributable to such shares and which should therefore be
borne solely by Class P shares;

(c) no Class P-Special Series 1 shares shall bear the expenses
and liabilities described in subparagraph (b) immediately above; and

(d) no Class P shares shall bear the expenses and liabilities
described in subparagraph (a) immediately above.

<PAGE> 12
FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class P share and each Class P-Special Series 1 share
shall have all the preferences, conversion and other rights, voting powers,
restrictions, limitations, qualifications and terms and conditions of
redemption as set forth in the Declaration of Trust and shall also have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations, qualifications and terms and conditions of redemption as each
other share of beneficial interest in the Trust now or hereafter designated
as a Class P share of beneficial interest (irrespective of whether said
share has been designated as part of a series of said class and, if so
designated as part of a series, irrespective of the particular series
designation), except to the extent permitted by rule or order of the
Securities and Exchange Commission, on any matter that pertains to the
agreements or expenses and liabilities described in clause (a) of the
immediately preceding resolution (or to any plan or other document adopted
by the Trust relating to said agreements, expenses or liabilities) and is
submitted to a vote of shareholders of the Trust, only Class P-Special
Series 1 shares shall be entitled to vote, except that: (i) if said matter
affects shares of beneficial interest in the Trust other than Class
P-Special Series 1 shares, such other affected shares of beneficial
interest in the Trust shall also be entitled to vote, and in such case
Class P-Special Series 1 shares shall be voted in the aggregate together
with such other affected shares and not by class or series except where
otherwise required by law or permitted by the Board of Trustees of the
Trust; and (ii) if said matter does not affect Class P-Special Series 1
shares, said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in the Trust other than Class P-Special Series 1 shares.

IDENTIFICATION OF SHARES WITH PORTFOLIOS.
- -----------------------------------------

RESOLVED, that the Trust's classes or series of shares shall represent
interests in the investment portfolios of the Trust as follows:

<PAGE> 13

<TABLE>
<CAPTION>
CLASS OF SHARES INVESTMENT PORTFOLIO
--------------- --------------------
<S> <C>
Class L and National Tax Exempt
Class L-Special Series 1 Portfolio

Class M and Equity Income Portfolio
Class M-Special Series 1

Class N and Mid Cap Regional Equity
Class N-Special Series 1 Portfolio

Class O and Enhanced Income Fund
Class O-Special Series 1

Class P and Total Return Advantage
Class P-Special Series 1 Fund

</TABLE>

AUTHORIZATION OF ISSUANCE OF SHARES TO INVESTORS.
- -------------------------------------------------

RESOLVED, that the appropriate officers of the Trust be, and each of
them hereby is, authorized, at any time after the effective date and time of
Post-Effective Amendment No. 18 to the Trust's Registration Statement relating
to the Enhanced Income Fund, Total Return Advantage Fund, Equity Income
Portfolio, Mid Cap Regional Equity Portfolio and National Tax Exempt Portfolio
to issue and redeem from time to time Class L shares and Class L - Special
Series 1 shares representing interests in the National Tax Exempt Portfolio,
Class M shares and Class M - Special Series 1 shares representing interests in
the Equity Income Portfolio, Class N shares and Class N - Special Series 1
shares representing interests in the Mid Cap Regional Equity Portfolio, Class O
shares and Class O - Special Series 1 shares representing interests in the
Enhanced Income Fund, and Class P shares and Class P - Special Series 1 shares
representing interests in the Total Return Advantage Fund, in accordance with
the Registration Statement under the Securities Act of 1933, as the same may
from time to time be amended, and the requirements of the Trust's Declaration of
Trust and applicable law, and that such shares, when issued for the
consideration described in such amended Registration Statement, shall be validly
issued, fully paid and non-assessable by the Trust.

IMPLEMENTATION OF RESOLUTIONS.
- ------------------------------

<PAGE> 14
resolutions, such determination to be conclusively evidenced by said officers
taking any such actions.

(4) That the foregoing resolutions remain in full force and effect as
of the date hereof.

/S/ W. BRUCE MCCONNEL, III
--------------------------
W. Bruce McConnel, III

Dated: June 27, 1994

Subscribed and sworn to before
me this 27th day of June, 1994.

/S/ GEORGEANNA GRIFFITH
- -----------------------
Notary

<PAGE> 1
EXHIBIT (1)(g)

ARMADA FUNDS ("ARMADA")
(A MASSACHUSETTS BUSINESS TRUST)

CERTIFICATE OF CLASSIFICATION OF SHARES

CREATION OF NEW SERIES OF SHARES.
- ---------------------------------

CREATION OF CLASS Q AND CLASS Q-SPECIAL SERIES 1 SHARES.

RESOLVED, that pursuant to Section 5.1 of Armada's Declaration
of Trust, an unlimited number of authorized, unissued, and unclassified
shares of beneficial interest in Armada (no par value) be, and hereby
are, classified into an additional class of shares designated as Class
Q shares of beneficial interest;

FURTHER RESOLVED, that pursuant to Section 5.1 of the
Declaration of Trust, an unlimited number of authorized, unissued, and
unclassified shares of beneficial interest in Armada (no par value) be,
and hereby are, classified and designated as Class Q-Special Series 1
shares;

FURTHER RESOLVED, that all consideration received by Armada
for the issue or sale of Class Q shares and Class Q-Special Series 1
shares shall be invested and reinvested with the consideration received
by Armada for the issue and sale of all other shares of beneficial
interest in Armada now or hereafter designated as Class Q shares of
beneficial interest (irrespective of whether said shares have been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation),
together with all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange, or liquidation
thereof, any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any general assets of
Armada allocated to Class Q shares, Class Q-Special Series 1 shares or
such other shares by the Board of Trustees in accordance with the
Declaration of Trust, and each Class Q share and Class Q-Special Series
1 share shall share equally with each such other share in such
consideration and other assets, income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of
such proceeds in whatever form;

FURTHER RESOLVED, that each Class Q share and each Class
Q-Special Series 1 share shall be charged in proportion to their
respective net asset values with each other share of beneficial
interest in Armada now or hereafter designated as a Class Q share of
beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation)
with the expenses and

<PAGE> 2
liabilities of Armada in respect of Class Q shares, Class Q-Special
Series 1 shares or such other shares and in respect of any general
expenses and liabilities of Armada allocated to Class Q shares, Class
Q-Special Series 1 shares or such other shares by the Board of Trustees
in accordance with the Declaration of Trust, except that to the extent
permitted by rule or order of the Securities and Exchange Commission
and as may be from time to time determined by the Board of Trustees:

(e) only the Class Q-Special Series 1 shares shall bear:
(i) the expenses and liabilities of payments to
institutions under any agreements entered into by or on
behalf of Armada which provide for services by the
institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and
liabilities arising from transfer agency services that
are directly attributable to Class Q-Special Series 1
shares; and (iii) such other expenses and liabilities
as the Board of Trustees may from time to time
determine are directly attributable to such shares and
which should therefore be borne solely by Class Q-
Special Series 1 shares;

(f) only the Class Q shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are
directly attributable to Class Q shares; and (ii) such other
expenses and liabilities as the Board of Trustees may from
time to time determine are directly attributable to such
shares and which should therefore be borne solely by Class Q
shares;

(g) no Class Q-Special Series 1 shares shall bear the
expenses and liabilities described in subparagraph (b)
above; and

(h) no Class Q shares shall bear the expenses and
liabilities described in subparagraph (a) above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class Q share and each Class Q-Special Series 1
share shall have all the preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms, and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms, and
conditions of redemption as each other share of beneficial interest in
Armada now or hereafter designated as a Class Q share of beneficial
interest (irrespective of whether said share has been designated as
part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation), except to
the extent permitted by rule or order of the Securities and Exchange
Commission, on any matter that pertains to the agreements or expenses
and liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other

<PAGE> 3
document adopted by Armada relating to said agreements, expenses, or
liabilities) and is submitted to a vote of shareholders of Armada, only
Class Q-Special Series 1 shares shall be entitled to vote, except that:
(i) if said matter affects shares of beneficial interest in Armada
other than Class Q-Special Series 1 shares, such other affected shares
of beneficial interest in Armada shall also be entitled to vote, and in
such case Class Q-Special Series 1 shares shall be voted in the
aggregate together with such other affected shares and not by class or
series except where otherwise required by law or permitted by the Board
of Trustees of Armada; and (ii) if said matter does not affect Class Q-
Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders
of shares of beneficial interest in Armada other than Class Q-Special
Series 1 shares.

CREATION OF CLASS R AND CLASS R-SPECIAL SERIES 1 SHARES.

FURTHER RESOLVED, that all consideration received by Armada
for the issue or sale of Class R shares and Class R-Special Series 1
shares shall be invested and reinvested with the consideration received
by Armada for the issue and sale of all other shares of beneficial
interest in Armada now or hereafter designated as Class R shares of
beneficial interest (irrespective of whether said shares have been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation),
together with all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange, or liquidation
thereof, any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any general assets of
Armada allocated to Class R shares, Class R-Special Series 1 shares or
such other shares by the Board of Trustees in accordance with the
Declaration of Trust, and each Class R share and Class R-Special Series
1 share shall share equally with each such other share in such
consideration and other assets, income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange or
liquidation thereof, and any assets derived from any reinvestment of
such proceeds in whatever form;

<PAGE> 4

FURTHER RESOLVED, that each Class R share and each Class
R-Special Series 1 share shall be charged in proportion to their
respective net asset values with each other share of beneficial
interest in Armada now or hereafter designated as a Class R share of
beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation)
with the expenses and liabilities of Armada in respect of Class R
shares, Class R-Special Series 1 shares or such other shares and in
respect of any general expenses and liabilities of Armada allocated to
Class R shares, Class R-Special Series 1 shares or such other shares by
the Board of Trustees in accordance with the Declaration of Trust,
except that to the extent permitted by rule or order of the Securities
and Exchange Commission and as may be from time to time determined by
the Board of Trustees:

(a) only the Class R-Special Series 1 shares shall bear:
(i) the expenses and liabilities of payments to
institutions under any agreements entered into by or on
behalf of Armada which provide for services by the
institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and
liabilities arising from transfer agency services that
are directly attributable to Class R-Special Series 1
shares; and (iii) such other expenses and liabilities
as the Board of Trustees may from time to time
determine are directly attributable to such shares and
which should therefore be borne solely by Class R-
Special Series 1 shares;

(b) only the Class R shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are
directly attributable to Class R shares; and (ii) such other
expenses and liabilities as the Board of Trustees may from
time to time determine are directly attributable to such
shares and which should therefore be borne solely by Class R
shares;

(c) no Class R-Special Series 1 shares shall bear the
expenses and liabilities described in subparagraph (b)
immediately above; and

(d) no Class R shares shall bear the expenses and
liabilities described in subparagraph (a) immediately
above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class R share and each Class R-Special Series 1
share shall have all the preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms, and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms, and
conditions of redemption as

<PAGE> 5
each other share of beneficial interest in Armada now or hereafter
designated as a Class R share of beneficial interest (irrespective of
whether said share has been designated as part of a series of said
class and, if so designated as part of a series, irrespective of the
particular series designation), except to the extent permitted by rule
or order of the Securities and Exchange Commission, on any matter that
pertains to the agreements or expenses, and liabilities described in
clause (a) of the immediately preceding resolution (or to any plan or
other document adopted by Armada relating to said agreements, expenses
or liabilities) and is submitted to a vote of shareholders of Armada,
only Class R-Special Series 1 shares shall be entitled to vote, except
that: (i) if said matter affects shares of beneficial interest in
Armada other than Class R-Special Series 1 shares, such other affected
shares of beneficial interest in Armada shall also be entitled to vote,
and in such case Class R-Special Series 1 shares shall be voted in the
aggregate together with such other affected shares and not by class or
series except where otherwise required by law or permitted by the Board
of Trustees of Armada; and (ii) if said matter does not affect Class R-
Special Series 1 shares, said shares shall not be entitled to vote
(except where otherwise required by law or permitted by the Board of
Trustees) even though the matter is submitted to a vote of the holders
of shares of beneficial interest in Armada other than Class R-Special
Series 1 shares.

CREATION OF CLASS S AND CLASS S-SPECIAL SERIES 1 SHARES.
--------------------------------------------------------

FURTHER RESOLVED, that all consideration received by Armada
for the issue or sale of Class S shares and Class S-Special Series 1
shares shall be invested and reinvested with the consideration received
by Armada for the issue and sale of all other shares of beneficial
interest in Armada now or hereafter designated as Class S shares of
beneficial interest (irrespective of whether said shares have been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation),
together with all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange, or liquidation
thereof, any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any

<PAGE> 6
general assets of the Trust allocated to Class S shares, Class
S-Special Series 1 shares or such other shares by the Board of Trustees
in accordance with the Declaration of Trust, and each Class S share and
Class S-Special Series 1 share shall share equally with each such other
share in such consideration and other assets, income, earnings,
profits, and proceeds thereof, including any proceeds derived from the
sale, exchange or liquidation thereof, and any assets derived from any
reinvestment of such proceeds in whatever form;

FURTHER RESOLVED, that each Class S share and each Class
S-Special Series 1 share shall be charged in proportion to their
respective net asset values with each other share of beneficial
interest in Armada now or hereafter designated as a Class S share of
beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation)
with the expenses and liabilities of Armada in respect of Class S
shares, Class S-Special Series 1 shares or such other shares and in
respect of any general expenses and liabilities of Armada allocated to
Class S shares, Class S-Special Series 1 shares or such other shares by
the Board of Trustees in accordance with the Declaration of Trust,
except that to the extent permitted by rule or order of the Securities
and Exchange Commission and as may be from time to time determined by
the Board of Trustees:

(a) only the Class S-Special Series 1 shares shall bear:
(i) the expenses and liabilities of payments to
institutions under any agreements entered into by or on
behalf of Armada which provide for services by the
institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and
liabilities arising from transfer agency services that
are directly attributable to Class S-Special Series 1
shares; and (iii) such other expenses and liabilities
as the Board of Trustees may from time to time
determine are directly attributable to such shares and
which should therefore be borne solely by Class S-
Special Series 1 shares;

(b) only the Class S shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are
directly attributable to Class S shares; and (ii) such other
expenses and liabilities as the Board of Trustees may from
time to time determine are directly attributable to such
shares and which should therefore be borne solely by Class S
shares;

(c) no Class S-Special Series 1 shares shall bear the
expenses and liabilities described in subparagraph (b)
immediately above; and

<PAGE> 7
(d) no Class S shares shall bear the expenses and
liabilities described in subparagraph (a) immediately
above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class S share and each Class S-Special Series 1
share shall have all the preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms, and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms, and
conditions of redemption as each other share of beneficial interest in
Armada now or hereafter designated as a Class S share of beneficial
interest (irrespective of whether said share has been designated as
part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation), except to
the extent permitted by rule or order of the Securities and Exchange
Commission on any matter that pertains to the agreements or expenses
and liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by Armada relating
to said agreements, expenses, or liabilities) and is submitted to a
vote of shareholders of Armada, only Class S-Special Series 1 shares
shall be entitled to vote, except that: (i) if said matter affects
shares of beneficial interest in Armada other than Class S-Special
Series 1 shares, such other affected shares of beneficial interest in
Armada shall also be entitled to vote, and in such case Class S-Special
Series 1 shares shall be voted in the aggregate together with such
other affected shares and not by class or series except where otherwise
required by law or permitted by the Board of Trustees of Armada; and
(ii) if said matter does not affect Class S-Special Series 1 shares,
said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in Armada other than Class S-Special Series 1 shares.

CREATION OF CLASS T AND CLASS T-SPECIAL SERIES 1 SHARES.
--------------------------------------------------------

<PAGE> 8
FURTHER RESOLVED, that all consideration received by Armada
for the issue or sale of Class T shares and Class T-Special Series 1
shares shall be invested and reinvested with the consideration received
by Armada for the issue and sale of all other shares of beneficial
interest in Armada now or hereafter designated as Class T shares of
beneficial interest (irrespective of whether said shares have been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation),
together with all income, earnings, profits, and proceeds thereof,
including any proceeds derived from the sale, exchange, or liquidation
thereof, any funds or payments derived from any reinvestment of such
proceeds in whatever form the same may be, and any general assets of
Armada allocated to Class T shares, Class T-Special Series 1 shares or
such other shares by the Board Trustees in accordance with the
Declaration of Trust, and each Class T share and Class T-Special Series
1 share shall share equally with each such other share in such
consideration and other assets, income, earnings, profits, and proceeds
thereof, including any proceeds derived from the sale, exchange, or
liquidation thereof, and any assets derived from any reinvestment of
such proceeds in whatever form;

FURTHER RESOLVED, that each Class T share and each Class
T-Special Series 1 share shall be charged in proportion to their
respective net asset values with each other share of beneficial
interest in Armada now or hereafter designated as a Class T share of
beneficial interest (irrespective of whether said share has been
designated as part of a series of said class and, if so designated as
part of a series, irrespective of the particular series designation)
with the expenses and liabilities of Armada in respect of Class T
shares, Class T-Special Series 1 shares or such other shares and in
respect of any general expenses and liabilities of Armada allocated to
Class T shares, Class T-Special Series 1 shares or such other shares by
the Board of Trustees in accordance with the Declaration of Trust,
except that to the extent permitted by rule or order of the Securities
and Exchange Commission and as may be from time to time determined by
the Board of Trustees:

(a) only the Class T-Special Series 1 shares shall bear:
(i) the expenses and liabilities of payments to
institutions under any agreements entered into by or on
behalf of Armada which provide for services by the
institutions exclusively for their customers who
beneficially own such shares; (ii) the expenses and
liabilities arising from transfer agency services that
are directly attributable to Class T-Special Series 1
shares; and (iii) such other expenses and liabilities
as the Board of Trustees may from time to time
determine are directly attributable to such shares and
which should therefore be borne solely by Class T-
Special Series 1 shares;

<PAGE> 9
(b) only the Class T shares shall bear: (i) the expenses and
liabilities arising from transfer agency services that are
directly attributable to Class T shares; and (ii) such other
expenses and liabilities as the Board of Trustees may from
time to time determine are directly attributable to such
shares and which should therefore be borne solely by Class T
shares;

(c) no Class T-Special Series 1 shares shall bear the
expenses and liabilities described in subparagraph (b)
immediately above; and

(d) no Class T shares shall bear the expenses and
liabilities described in subparagraph (a) immediately
above.

FURTHER RESOLVED, that except as otherwise provided by these
resolutions, each Class T share and each Class T-Special Series 1
share shall have all the preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms and
conditions of redemption as set forth in the Declaration of Trust and
shall also have the same preferences, conversion and other rights,
voting powers, restrictions, limitations, qualifications and terms and
conditions of redemption as each other share of beneficial interest in
Armada now or hereafter designated as a Class T share of beneficial
interest (irrespective of whether said share has been designated as
part of a series of said class and, if so designated as part of a
series, irrespective of the particular series designation), except to
the extent permitted by rule or order of the Securities and Exchange
Commission, on any matter that pertains to the agreements or expenses
and liabilities described in clause (a) of the immediately preceding
resolution (or to any plan or other document adopted by Armada relating
to said agreements, expenses, or liabilities) and is submitted to a
vote of shareholders of Armada, only Class T-Special Series 1 shares
shall be entitled to vote, except that: (i) if said matter affects
shares of beneficial interest in Armada other than Class T-Special
Series 1 shares, such other affected shares of beneficial interest in
Armada shall also be entitled to vote, and in such case Class T-Special
Series 1 shares shall be voted in the aggregate together with such
other affected shares and not by class or series except where otherwise
required by law or permitted by the Board of Trustees of Armada; and
(ii) if said matter does not affect Class T-Special Series 1 shares,
said shares shall not be entitled to vote (except where otherwise
required by law or permitted by the Board of Trustees) even though the
matter is submitted to a vote of the holders of shares of beneficial
interest in Armada other than Class T-Special Series 1 shares.

<PAGE> 10
IDENTIFICATION OF SHARES WITH FUNDS.
- ------------------------------------

RESOLVED, that Armada's classes or series of shares shall represent
interests in the investment fund of Armada as follows:

<TABLE>
<CAPTION>
CLASS OF SHARES INVESTMENT FUND
<S> <C>
Class Q and Pennsylvania Tax Exempt Fund
Class Q-Special Series 1

Class R and Intermediate Government Fund
Class R-Special Series 1

Class S and GNMA Fund
Class S-Special Series 1

Class T and Pennsylvania Municipal Fund
Class T-Special Series 1
</TABLE>

AUTHORIZATION OF ISSUANCE OF SHARES TO INVESTORS.
- -------------------------------------------------

RESOLVED, that the appropriate officers of Armada be, and each of
them hereby is, authorized, at any time after the effective date and
time of Post-Effective Amendment No. 25 to Armada's Registration
Statement relating to the Pennsylvania Tax Exempt, Intermediate
Government, GNMA, and Pennsylvania Municipal Funds to issue and redeem
from time to time Class Q shares and Class Q-Special Series 1 shares
representing interests in the Pennsylvania Tax Exempt Fund, Class R
shares and Class R-Special Series 1 shares representing interests in
the Intermediate Government Fund, Class S shares and Class S-Special
Series 1 shares representing interests in the GNMA Fund, and Class T
shares, and Class T-Special Series 1 shares representing interests in
the Pennsylvania Municipal Fund, in accordance with the Registration
Statement under the Securities Act of 1933, as the same may from time
to time be amended, and the requirements of the Declaration of Trust
and applicable law, and that such shares, when issued for the
consideration described in such amended Registration Statement, shall
be validly issued, fully paid, and non-assessable by Armada.

IMPLEMENTATION OF RESOLUTIONS.
- ------------------------------

RESOLVED, that the officers of Armada be, and each of them
hereby is, authorized and empowered to execute, seal, and deliver any
and all documents, instruments, papers, and writings, including but not
limited to, any instrument to be filed with the State Secretary of the
Commonwealth of Massachusetts or the Boston City Clerk, and to do any
and all other acts, including but not limited to, changing the
foregoing resolutions upon advice of Counsel prior to filing said any
and all documents, instruments, papers, and writings, in the name of
Armada and on its behalf, as may be necessary or desirable in
connection with or in furtherance of the foregoing resolutions, such
determination to be

<PAGE> 11
conclusively evidenced by said officers taking any such
actions.

Adopted by the Board of Trustees
February 16, 1996

<PAGE> 1
EXHIBIT (5)(l)

ARMADA FUNDS
PENNSYLVANIA TAX EXEMPT FUND
INTERMEDIATE GOVERNMENT FUND
GNMA FUND and
PENNSYLVANIA MUNICIPAL FUND
ADVISORY AGREEMENT

AGREEMENT made as of , 1996 between ARMADA FUNDS, a Massachusetts
business trust, located in Marlboro, Massachusetts (the "Trust") and NATIONAL
CITY BANK, located in Cleveland, Ohio (the "Adviser").

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 Adviser as investment adviser
to the Pennsylvania Tax Exempt, Intermediate Government, GNMA, and Pennsylvania
Municipal 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 Adviser acknowledges that it has
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 Adviser 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;

(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

<PAGE> 2
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 Adviser from time to time with
execution copies of all amendments of or supplements to the foregoing.

1. SERVICES. The Trust hereby appoints the Adviser to act as
investment adviser to the Funds for the period and on the terms set
forth in this Agreement. Intending to be legally bound, the Adviser
accepts such appointment and agrees 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
Adviser 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
Adviser will determine from time to time what securities and other
investments will be purchased, retained or sold by each Fund. The
Adviser 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.

2. SUBCONTRACTORS. It is understood that the Adviser may from time to
time employ or associate with itself such person or persons as the
Adviser may believe to be particularly fitted to assist in the
performance of this Agreement; provided, however, that the
compensation of such person or persons shall be paid by the Adviser
and that the Adviser shall be as fully responsible to the Trust for
the acts and omissions of any subcontractor as it is for its own acts
and omissions. Without limiting the generality or the foregoing, it is
agreed that investment advisory service to any Fund may be provided by
a subcontractor agreeable to the Adviser and approved in accordance
with the provision of the 1940 Act. Any such sub-advisers are
hereinafter referred to as the "Sub-Advisers." In the event that any
Sub-Adviser appointed hereunder is terminated, the Adviser may provide
investment advisory services pursuant to this Agreement to the Fund
without further shareholder approval. Notwithstanding the employment
of any Sub-Adviser, the Adviser shall in all events: (a) establish and
monitor general investment criteria and policies for the fund; (b)
review investments in each fund on a periodic basis for compliance
with its fund's investment objective, policies and restrictions as
stated in the Prospectus; (c) review

<PAGE> 3
periodically any Sub-Adviser's policies with respect to the placement
of orders for the purchase and sale of portfolio securities; (d)
review, monitor, analyze and report to the Board of Trustees on the
performance of any Sub-Adviser; (e) furnish to the Board of Trustees
or any Sub-Adviser, reports, statistics and economic information as
may be reasonably requested; and (f) recommend, either in its sole
discretion or in conjunction with any Sub-Adviser, potential changes
in investment policy. Pursuant to this paragraph, on the date hereof,
the Adviser has entered into a Sub-Advisory Agreement with Weiss,
Peck & Greer, L.L.C. with respect to Pennsylvania Tax Exempt and
Pennsylvania Municipal Funds.

3. COVENANTS BY ADVISER. The Adviser agrees 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;

(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 Adviser
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 Adviser may, in its 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

<PAGE> 4
sold to the Adviser, any Sub-Adviser, 440 Financial Distributors,
Inc. ("440 Financial") or an affiliated person of either the
Trust, the Adviser, Sub-Adviser, 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 may not be
withheld and will be deemed granted where the Adviser 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 Adviser hereunder
are deemed not to be exclusive, and the Adviser shall be free to furnish
similar services to others so long as its 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 Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's
request. The Adviser further agrees 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 Adviser will pay all
expenses incurred by it in connection with its 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 Adviser from the assets
belonging to the Funds and the Adviser will accept as full compensation
therefor fees, computed daily and paid monthly, at the following annual
rates: .40% of the average daily net assets of the Pennsylvania Tax Exempt
Fund; .55% of the average daily net

<PAGE> 5
assets of the Intermediate Government Fund; .55% of the average daily net
assets of the GNMA Fund; and .55% of the average daily net assets of the
Pennsylvania Municipal 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 Adviser will
reimburse the Trust for such excess expenses to the extent described in any
written undertaking provided by the Adviser to such state.

8. LIMITATION OF LIABILITY. The Adviser shall not be liable for any error
of judgment or mistake of law or for 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 Adviser in the performance of its
duties or from reckless disregard by it of its 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 Adviser 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.)

<PAGE> 6
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 Adviser expressly agrees that notwithstanding the
termination of or failure to continue this Agreement with respect to a
particular Fund, the Adviser shall continue to be legally bound to provide
the services required herein for the other Funds 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 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:

<PAGE> 1
EXHIBIT (5)(m)

ARMADA FUNDS

PENNSYLVANIA TAX EXEMPT FUND
PENNSYLVANIA MUNICIPAL FUND

WEISS, PECK & GREER, L.L.C.

SUB-ADVISORY AGREEMENT

AGREEMENT made as of , 1996 between NATIONAL CITY
BANK (the "Adviser"), and WEISS, PECK & GREER, L.L.C. (the "Sub-
Adviser").

WHEREAS, ARMADA FUNDS, a Massachusetts business trust (the "Trust"), is
registered as an open-end, management investment company under the Investment
Company Act of 1940, as amended ("1940 Act"); and

WHEREAS, pursuant to an Advisory Agreement of even date herewith (the
"Advisory Agreement") by and between the Trust and the Adviser, the Trust has
appointed the Adviser to furnish investment advisory and other services to the
Trust for its Pennsylvania Tax Exempt, Intermediate Government, GNMA, and
Pennsylvania Municipal Funds and the Adviser has agreed thereto; and

WHEREAS, the Advisory Agreement authorizes the Adviser to subcontract
investment advisory services with respect to the Funds to the Sub-Adviser; and

WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish
investment advisory services to the Trust with respect to the Pennsylvania Tax
Exempt and Pennsylvania Municipal Funds, and the Sub-Adviser is willing to so
furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

13. APPOINTMENT AND DELIVERY OF DOCUMENTS.

(a) Intending to be legally bound, the Adviser, with
the approval of the Trust, hereby appoints the
Sub-Adviser to act as investment adviser to the
Trust's Pennsylvania Tax Exempt and Pennsylvania
Municipal Funds (the "Funds") for the period and
on the terms set forth in this Agreement.
Intending to be legally bound, the Sub-Adviser
accepts such appointment and agrees to furnish the
services herein set forth for the compensation
herein provided.

(b) The Sub-Adviser acknowledges that it has received
copies of the Trust's most recent prospectuses and
statements of additional information with respect

<PAGE> 2

to the Funds. The Trust will furnish the Sub-Adviser
from time to time with copies of all amendments of or
supplements to the foregoing.

14. SERVICES OF SUB-ADVISER. The Sub-Adviser agrees that
with respect to each Fund it shall:

(a) Subject to the supervision of the Trust's Board of
Trustees, assist the Adviser in providing a
continuous investment program for each such Fund,
including investment research and management with
respect to all securities, investments, cash and
cash equivalents in such Funds. The Sub-Adviser
will assist the Adviser in determining from time
to time what securities and other investments will
be purchased, retained or sold by such Funds. The
Sub-Adviser will provide the services rendered by
it under this Agreement in accordance with each
such Fund's investment objective, policies, and
restrictions as stated in the Trust's respective
Prospectuses and Statements of Additional
Information for the Funds and resolutions of the
Trust's Board of Trustees.

(b) Maintain historical tax lots for each portfolio
security held by such Funds;

(d) Prepare a quarterly broker security transaction
summary and monthly security transaction listing
for each such Fund.

(e) Maintain all books and records with respect
to each such Fund's securities transactions
effected by it; and

(f) Supply the Trust and its Board of Trustees with
reports and statistical data as reasonably
requested.

3. OTHER COVENANTS. The Sub-Adviser agrees that it:

(a) will comply with all applicable Rules and Regulations
of the Securities and Exchange Commission 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;

(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;

<PAGE> 3

(d) will maintain a policy and practice of conducting
its investment advisory services hereunder
independently of the commercial banking operations
of any affiliated person of the Adviser. In
making investment recommendations for the Funds,
the Sub-Adviser's personnel will not inquire or
take into consideration whether the issuers (or
related supporting institutions) of securities
proposed for purchase or sale for such Fund's
account are customers of the commercial department
of any affiliated person of the Adviser;

(e) will place orders pursuant to its investment
determinations for each Fund either directly with
the issuer or with any broker or dealer. In
placing orders with brokers and dealers, the Sub-
Adviser 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 Sub-Adviser may, in
its discretion, purchase and sell fund securities
from and to brokers and dealers who provide the
Trust with research advice or other services. In
no instance, however, will securities be purchased
from or sold to the Adviser, any Sub-Adviser, the
Trust's principal underwriter or any affiliated
person of either the Trust, the Adviser, any Sub-
Adviser, or the principal underwriter, unless
permitted by an order of the Securities and
Exchange Commission or applicable rules; and

(f) 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
may not be withheld and will be deemed granted
where the Sub-Adviser may be exposed to civil or
criminal intent 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 Sub-Adviser
hereunder are deemed not to be exclusive, and the Sub-Adviser shall be
free to furnish similar services to others so long as its services
under this Agreement are not impaired thereby. The Adviser acknowledges
that the Sub- Adviser may give advice and take action in the
performance of its duties with respect to any of its other clients
which may differ from advice given, or the time or nature of action
taken, with respect to the Funds.

<PAGE> 4

5. BOOKS AND RECORDS. In compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees that all records
which it maintains for each Fund are the property of the Trust and
further agrees to surrender promptly to the Trust any of such records
upon the Trust's written request. The Sub-Adviser further agrees 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 Sub-Adviser will
pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities, commodities and other
investments (including brokerage commissions and other transaction
costs, if any) purchased or sold for any Fund.

7. COMPENSATION. For the services provided and the expenses assumed
pursuant to this Agreement, the Adviser will pay the Sub-Adviser and
the Sub-Adviser will accept as full compensation therefor a fee,
computed daily and payable monthly, at the rate of .05% of the average
daily net assets of the Pennsylvania Tax Exempt and .18% of the average
daily net assets of the Pennsylvania Municipal Fund, minus such amount,
if any, that the Adviser has reimbursed the Trust in the event the
aggregate expenses of a Fund exceed the expense limitations of any
state having jurisdiction over the Fund.

8. LIMITATION OF LIABILITY. The Sub-Adviser shall not be liable for any
error of judgment or mistake of law or for 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
Sub-Adviser in the performance of its duties or from reckless disregard
by it of its obligations and duties under this Agreement.

9. DURATION AND TERMINATION. This Agreement will become effective as of
the date hereof and, unless sooner terminated as provided herein, shall
continue in effect until September 30, 1997. Thereafter, if not
terminated, this Agreement shall automatically continue in effect as to
a particular Fund for successive annual periods, 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 such Fund. Notwithstanding the
foregoing, this Agreement may be terminated as to any Fund at any time,
without the payment of any penalty, by the Adviser or by the Trust (by
vote of the Trust's Board of Trustees or by vote of a majority of

<PAGE> 5

the outstanding voting securities of such Fund) on sixty days' written
notice to the Sub-Adviser, or by the Sub-Adviser, on sixty days'
written notice to the Trust, provided that in each such case, notice
shall be given simultaneously to the Adviser. In addition,
notwithstanding anything herein to the contrary, in the event of the
termination of the Advisory Agreement with respect to a particular Fund
for any reason (whether by the Trust, by the Adviser or by operation of
law) this Agreement shall terminate with respect to the same Fund upon
the effective date of such termination of the Advisory Agreement. 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 as such terms have 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 as to a particular Fund until
approved by vote of a majority of the outstanding voting securities of
such Fund.

11. MISCELLANEOUS. The Sub-Adviser expressly agrees that
notwithstanding the termination of or failure to continue this
Agreement with respect to a particular Fund, Sub-Adviser shall
continue to be legally bound to provide the services required herein
for the other Funds for the period and on the terms set forth in this
Agreement.

The captions in the 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. 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 an
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

<PAGE> 6

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.

WEISS, PECK & GREER, L.L.C.

BY:
-----------------------------------
TITLE:
--------------------------------

NATIONAL CITY BANK

BY:
----------------------------------
TITLE:
--------------------------------

<PAGE> 1

EXHIBIT (8)(c)

ARMADA FUNDS
------------

This EXHIBIT A, dated , 1996, is that certain Exhibit A to a Custodian Services
Agreement dated as of November 7, 1994 between the undersigned parties. This
Exhibit A supersedes all previously dated Exhibits A.

Money Market Fund
Government Fund
Treasury Fund
Tax Exempt Fund
Equity Fund
Fixed Income Fund
Ohio Tax Exempt Fund
National Tax Exempt Fund
Equity Income Fund
Mid Cap Regional Equity Fund
Enhanced Income Fund
Total Return Advantage Fund
Pennsylvania Tax Exempt Fund
Intermediate Government Fund
GNMA Fund
Pennsylvania Municipal Fund

NATIONAL CITY BANK

By:
--------------------
Title:
-----------------

ARMADA FUNDS

By:
--------------------
Title: PRESIDENT
-----------------

<PAGE> 2

AUTHORIZED PERSONS
APPENDIX

This Appendix, dated , 1996, is that certain Appendix to a Custodian
Services Agreement dated as of November 7, 1994 between Armada Funds and
National City Bank.

<TABLE>
<CAPTION>
NAMES SIGNATURES
----- ----------
<S> <C>

- ----------------------------------- --------------------------------

</TABLE>

<PAGE> 1

EXHIBIT (9)(g)

ARMADA FUNDS
------------

This Exhibit A, dated , 1996, is that certain Exhibit A to an Administration
and Accounting Services Agreement dated as of March 1, 1993 between the
undersigned parties.
This Exhibit A supersedes all previous forms of Exhibit A.

PFPC INC.

By:
---------------------
Title:
-----------------
Accepted:

ARMADA FUNDS

By:
--------------------
Title: PRESIDENT
----------------

<PAGE> 1

EXHIBIT 11(a)

CONSENT OF COUNSEL
------------------

We hereby consent to the use of our name and to the reference
to our Firm under the caption "Counsel" in the Statement of Additional
Information that is included in Post-Effective Amendment No. 26 to the
Registration Statement on Form N-1A under the Investment Company Act of 1940, as
amended, of Armada Funds. This consent does not constitute a consent under
Section 7 of the Securities Act of 1933, and in consenting to the use of our
name and the references to our Firm under such caption we have not certified any
part of the Registration Statement and do not otherwise come within the
categories of persons whose consent is required under Section 7 or the rules and
regulations of the Securities and Exchange Commission thereunder.

/S/ DRINKER BIDDLE & REATH
--------------------------
DRINKER BIDDLE & REATH

Philadelphia, Pennsylvania
May 15, 1996

<PAGE> 1

EXHIBIT (11)(b)

CONSENT OF INDEPENDENT AUDITORS

We consent to the reference to our firm under the caption "Auditors" of the
Armada GNMA, Pennsylvania Municipal, Intermediate Government, and Pennsylvania
Tax Exempt Funds in the Statements of Additional Information in this Post
Effective Amendment Number 26 to the Registration Statement (Form N-1A No.
33-488).

/S/ ERNST & YOUNG LLP
-------------------------
Ernst & Young LLP

Philadelphia, Pennsylvania
May 9, 1996

<PAGE> 1

EXHIBIT (13)(j)
PURCHASE AGREEMENT
------------------

AGREEMENT dated this ____ day of ________, 1996, by and between Armada
Funds (the "Trust"), a Massachusetts business trust, and 440 Financial
Distributors, Inc. ("440 Financial"), a Massachusetts corporation.

1. The Trust hereby offers 440 Financial and 440 Financial hereby
purchases one Class Q - Special Series 1 share of beneficial interest (no par
value per share) representing interests in the Trust's Pennsylvania Tax Exempt
Fund at a price of $1 per share (collectively known as "Shares").

2. 440 Financial hereby acknowledges receipt of one Share. The Trust
hereby acknowledges receipt from 440 Financial of funds in the amount of
$1 for such Share.

3. 440 Financial represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.

4. 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 as of 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 at 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 executed this Agreement as
of the ___ day of ________, 1996.

ARMADA FUNDS
Attest:

By:
- ----------------------- ----------------------
, President

440 FINANCIAL DISTRIBUTORS, INC.
Attest:

By:
- ----------------------- ----------------------

<PAGE> 1

EXHIBIT (13)(k)

PURCHASE AGREEMENT
------------------

1. The Trust hereby offers 440 Financial and 440 Financial hereby
purchases one Class R - Special Series 1 share of beneficial interest (no par
value per share) representing interests in the Trust's Intermediate Government
Fund at a price of $10 per share (collectively known as "Shares").

2. 440 Financial hereby acknowledges receipt of one Share.
The Trust hereby acknowledges receipt from 440 Financial of funds
in the amount of $10 for such Share.

3. 440 Financial represents and warrants to the Trust that
the Shares are being acquired for investment purposes and not
with a view to the distribution thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ___ day of ________, 1996.

ARMADA FUNDS
Attest:

By:
- ----------------------- ----------------------
, President

440 FINANCIAL DISTRIBUTORS, INC.
Attest:

By:
- ----------------------- ----------------------

<PAGE> 1

EXHIBIT (13)(l)

PURCHASE AGREEMENT
------------------

1. The Trust hereby offers 440 Financial and 440 Financial hereby
purchases one Class S - Special Series 1 share of beneficial interest (no par
value per share) representing interests in the Trust's GNMA Fund at a price of
$10 per share (collectively known as "Shares").

2. 440 Financial hereby acknowledges receipt of one Share. The Trust
hereby acknowledges receipt from 440 Financial of funds in the amount of $10
for such Share.

3. 440 Financial represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ___ day of ________, 1996.

ARMADA FUNDS
Attest:

By:
- ----------------------- ----------------------
, President

440 FINANCIAL DISTRIBUTORS, INC.
Attest:

By:
- ----------------------- ----------------------

<PAGE> 1

EXHIBIT (13)(m)

PURCHASE AGREEMENT
------------------

1. The Trust hereby offers 440 Financial and 440 Financial hereby
purchases one Class T - Special Series 1 share of beneficial interest (no par
value per share) representing interests in the Trust's Pennsylvania Municipal
Fund at a price of $10 per share (collectively known as "Shares").

2. 440 Financial hereby acknowledges receipt of one Share. The Trust
hereby acknowledges receipt from 440 Financial of funds in the amount of $10
for such Share.

3. 440 Financial represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the ___ day of ________, 1996.

ARMADA FUNDS
Attest:

By:
- ----------------------- ----------------------
, President

440 FINANCIAL DISTRIBUTORS, INC.
Attest:

By:
- ----------------------- ----------------------