ARMADA FUNDS, DEFS14A, 1997-10-17

ARMADA FUNDS
DEFS14A, 1997-10-17

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<PAGE> 1

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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>

ARMADA FUNDS
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

XXXXXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

================================================================================
<PAGE> 2

October 17, 1997

Dear ARMADA FUNDS Shareholder:

You are invited to attend the Special Meeting of Shareholders of ARMADA FUNDS on
November 19, 1997. The meeting is being held in Meeting Room B, 4th Floor Annex
of National City Center, 1900 East Ninth Street, Cleveland, Ohio 44114 at 8:00
a.m. Eastern Time.

As an ARMADA FUNDS shareholder, you are not required to attend the shareholder
meeting; however, you are strongly encouraged to exercise your vote. Your vote
is important no matter how many shares you own. A proxy package has been
enclosed outlining the proposed changes to ARMADA FUNDS, which include the
approval of:

- - New investment advisory agreements with National City Bank and National Asset
Management Corporation

- - Changes to the fundamental investment objectives of the ARMADA Mid Cap
Regional, Equity Growth and Equity Income Funds

- - Changes, which make uniform among the Funds, the fundamental investment
limitations

- - Changes in the classification of fundamental investment objectives, policies
and limitations to non-fundamental

- - Election of the Board of Trustees for ARMADA FUNDS

A Question and Answer guide has also been included in order to help you
understand how each of these proposals may affect your ARMADA FUNDS holdings.

FOR THOSE WHO ARE UNABLE TO ATTEND THE MEETING, PLEASE NOTE THAT YOU HAVE
RECEIVED ONE PROXY CARD FOR EACH FUND YOU OWN. A POSTAGE-PAID REPLY ENVELOPE HAS
BEEN ENCLOSED FOR YOU TO RETURN YOUR SIGNED AND DATED PROXY VOTE. IT IS
IMPORTANT THAT WE RECEIVE YOUR VOTE(S) PRIOR TO THE MEETING.

If you have any additional questions, please contact your trust administrator,
financial consultant or call 1-800-622-FUND (3863). Thank you in advance for
your cooperation.
Sincerely,
/s/ Robert D. Neary
Robert D. Neary
Chairman

[Armada Logo]
<PAGE> 3

ARMADA FUNDS PROXY

QUESTION AND ANSWER GUIDE

Q. Why am I receiving this proxy package?

A.The Board of Trustees for ARMADA FUNDS voted unanimously to put these items to
a vote by shareholders in order to enhance servicing and administration of
ARMADA FUNDS. These measures include:

1.THE APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENTS BETWEEN 1) ARMADA FUNDS
AND NATIONAL CITY BANK, AND 2) ARMADA FUNDS AND NATIONAL ASSET MANAGEMENT
CORPORATION.

2. APPROVAL OF CERTAIN CHANGES TO THE FUNDAMENTAL INVESTMENT OBJECTIVES OF
THE ARMADA MID CAP REGIONAL, EQUITY GROWTH AND EQUITY INCOME FUNDS. These
changes will express more clearly the investment strategies that will be
utilized by the Funds' investment adviser. It is also being proposed to
make the investment objectives of these Funds non-fundamental.

3. THE APPROVAL OF CHANGES TO FUNDAMENTAL INVESTMENT LIMITATIONS. A series of
changes to fundamental investment limitations of certain Funds is being
proposed in an effort to modernize and make uniform such policies among
the Funds.

4. THE APPROVAL OF CHANGES IN CERTAIN FUNDAMENTAL INVESTMENT POLICIES AND
LIMITATIONS OF CERTAIN FUNDS. A series of changes to certain fundamental
investment policies and limitations of certain Funds to make such policies
and limitations non-fundamental.

5. APPROVAL OF CHANGES IN THE FUNDAMENTAL INVESTMENT OBJECTIVES OF CERTAIN
FUNDS. These changes will make the investment objectives of certain Funds
non-fundamental.

6. ELECTION OF THE BOARD OF TRUSTEES FOR ARMADA FUNDS. Information with
respect to all proposed Board Members is included in the enclosed proxy
statement for your review.

YOU ARE BEING ASKED TO VOTE YOUR ARMADA SHARES WITH REGARD TO THESE
PROPOSALS. YOUR PROXY CARD(S) WILL REFLECT ONLY THOSE PROPOSALS RELEVANT TO
THE FUND(S) IN WHICH YOU ARE INVESTED. A BUSINESS REPLY ENVELOPE IS INCLUDED
FOR YOUR CONVENIENCE. PLEASE CHECK YOUR INSTRUCTIONS ALSO INCLUDED IN THIS
PACKAGE FOR OTHER VOTING OPTIONS YOU MAY HAVE (PHONE, FAX, ETC.). IT IS VERY
IMPORTANT THAT WE RECEIVE YOUR VOTE(S) ON OR BEFORE NOVEMBER 14, 1997.

Q. How are my ARMADA mutual funds affected?

A. For the most part, these changes will mean more efficient administration of
ARMADA FUNDS as well as providing more flexibility in the management of the
Funds' investment portfolios.

Q.When will the shareholder meeting take place?

A. The shareholder meeting is scheduled to take place November 19, 1997, 8:00
a.m. Eastern Time in Meeting Room B, 4th Floor Annex of National City Center,
1900 East Ninth Street, Cleveland, Ohio 44114. As an ARMADA FUNDS
shareholder, you are not required to attend this meeting although it is
certainly your prerogative to do so. Your vote may be sent in the enclosed
business reply envelope and your holdings will be voted accordingly at the
meeting. YOU MAY ALSO REGISTER YOUR VOTE(S) BY TELEPHONE, FAX, TELEGRAPH, OR
PERSONAL INTERVIEW (SEE ENCLOSED INSTRUCTIONS FOR MORE DETAILS INCLUDING
PHONE AND FAX NUMBERS).

Q.Do I have a say in whether or not these proposals are implemented?

A.Yes. This proxy package includes everything you need to facilitate your
decision-making regarding these proposed measures or changes to the ARMADA
FUNDS. The package includes a cover letter describing the purpose of the vote,
instructions on what to do, a proxy card for each ARMADA Fund you own, and a
business reply envelope for sending back your vote. You also have the option
of appearing in person at the shareholder meeting on November 19, 1997. IT IS
VERY IMPORTANT THAT YOU SEND BACK YOUR PROXY CARD PRIOR TO NOVEMBER 14, 1997
SO THAT WE KNOW WHAT CHOICES YOU HAVE MADE REGARDING THE PROPOSALS. PLEASE
NOTE THAT YOU WILL RECEIVE ONE PROXY CARD FOR EACH FUND YOU OWN. ALL CARDS
MUST BE VOTED AND RETURNED IN THE BUSINESS REPLY ENVELOPE INCLUDED IN THE
PROXY PACKAGE. You may also register your vote(s) by telephone, fax,
telegraph, or personal interview (see enclosed instructions for more details
including phone and fax numbers).

THE TRUSTEES RECOMMEND THAT YOU VOTE "YES" TO ALL MEASURES PUT FORTH WITH THIS
PROXY PACKAGE. WE ANTICIPATE THAT THE PROPOSALS WILL CARRY AND THAT THESE
CHANGES WILL BE EFFECTIVE AS SOON AS PRACTICABLE AFTER THE SHAREHOLDER MEETING.

IF YOU HAVE ANY ADDITIONAL QUESTIONS, PLEASE SEE YOUR ARMADA FUNDS INVESTMENT
PROFESSIONAL OR CALL 1-800-622-FUND (3863).

<PAGE> 4

ARMADA FUNDS

Oaks, Pennsylvania 19456

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 19, 1997

October 17, 1997

To the Shareholders of Armada Funds:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of each of the Funds listed below (each, a "Fund" and collectively,
the "Funds") of Armada Funds (the "Trust") will be held on November 19, 1997 at
8:00 a.m., Eastern Time, in Meeting Room B, 4th Floor Annex of National City
Center, 1900 East Ninth Street, Cleveland, Ohio 44114. The Funds of the Trust
are the Money Market Fund, Government Fund, Treasury Fund, Tax Exempt Fund,
Pennsylvania Tax Exempt Fund, Ohio Tax Exempt Fund, Pennsylvania Municipal Fund,
Total Return Advantage Fund, Fixed Income Fund, Enhanced Income Fund, GNMA Fund,
Intermediate Government Fund, Mid Cap Regional Fund, Equity Growth Fund, Equity
Income Fund, Core Equity Fund, International Equity Fund and Small Cap Growth
Fund.

The Meeting will be held with respect to the Funds for the following
purposes:

Proposal 1. To approve a new Investment Advisory Agreement between
the Trust and National City Bank with respect to the Money Market Fund,
Government Fund, Treasury Fund, Tax Exempt Fund, Pennsylvania Tax Exempt
Fund, Ohio Tax Exempt Fund, Pennsylvania Municipal Fund, Fixed Income Fund,
GNMA Fund, Intermediate Government Fund, Mid Cap Regional Fund, Equity
Growth Fund and Equity Income Fund, and to approve a new Investment
Advisory Agreement between the Trust and National Asset Management
Corporation with respect to the Total Return Advantage Fund and Enhanced
Income Fund. This Proposal 1 does not apply to the Core Equity,
International Equity or Small Cap Growth Fund.

Proposal 2. To approve certain changes to the fundamental investment
objectives of the (a) Mid Cap Regional Fund, (b) Equity Growth Fund and (c)
Equity Income Fund.

Proposal 3. To approve changes to the following fundamental
investment limitations of the Money Market Fund, Government Fund, Treasury
Fund, Tax Exempt Fund, Pennsylvania Tax Exempt Fund, Ohio Tax Exempt Fund,
Pennsylvania Municipal Fund, Total Return Advantage Fund, Fixed Income
Fund, Enhanced Income Fund, GNMA Fund, Intermediate Government Fund, Mid
Cap Regional Fund, Equity Growth Fund and Equity Income Fund:

(a) limitation on underwriting activities;

(b) limitation on real estate related transactions;

(d) limitation regarding industry concentration;

(e) limitation on loans; and

(f) limitation on borrowing and issuance of senior securities.

This Proposal 3 does not apply to the Core Equity, International Equity or
Small Cap Growth Fund.

Proposal 4. To approve a change in the following fundamental
investment policies and limitations of certain Funds to make such policies
and limitations non-fundamental:

(a) with respect to the Money Market Fund, Government Fund,
Treasury Fund, Tax Exempt Fund, Pennsylvania Tax Exempt Fund,
Pennsylvania Municipal Fund, Total Return Advantage Fund, Fixed Income
Fund, Enhanced Income Fund, GNMA Fund and Intermediate Government Fund,
the limitation on investment in other investment companies;
<PAGE> 5

(b) with respect to the Money Market Fund, Government Fund,
Treasury Fund, Tax Exempt Fund, Pennsylvania Tax Exempt Fund, Ohio Tax
Exempt Fund, Total Return Advantage Fund, Fixed Income Fund, Enhanced
Income Fund, GNMA Fund, Intermediate Government Fund, Mid Cap Regional
Fund, Equity Growth Fund and Equity Income Fund, the limitation on
illiquid securities;

(c) with respect to the Money Market Fund, Government Fund,
Treasury Fund, Tax Exempt Fund, Pennsylvania Tax Exempt Fund, Ohio Tax
Exempt Fund, Pennsylvania Municipal Fund, Total Return Advantage Fund,
Fixed Income Fund, Enhanced Income Fund, GNMA Fund, Intermediate
Government Fund, Mid Cap Regional Fund, Equity Growth Fund and Equity
Income Fund, the limitation on purchasing securities on margin;

(d) with respect to the Money Market Fund, Government Fund,
Treasury Fund, Tax Exempt Fund, Pennsylvania Tax Exempt Fund, Ohio Tax
Exempt Fund, Pennsylvania Municipal Fund, Total Return Advantage Fund,
Fixed Income Fund, Enhanced Income Fund, GNMA Fund, Intermediate
Government Fund, Mid Cap Regional Fund, Equity Growth Fund and Equity
Income Fund, the limitation on purchasing securities of companies for
the purpose of exercising control;

(e) with respect to the Money Market Fund, Government Fund,
Treasury Fund, Tax Exempt Fund, Ohio Tax Exempt Fund, Total Return
Advantage Fund, Fixed Income Fund, Enhanced Income Fund, GNMA Fund,
Intermediate Government Fund, Mid Cap Regional Fund, Equity Growth Fund
and Equity Income Fund, the limitation on writing or selling put
options, call options, straddles, spreads, or any combinations thereof;

(f) with respect to the Money Market Fund, Government Fund,
Treasury Fund, Tax Exempt Fund, Ohio Tax Exempt Fund, Total Return
Advantage Fund, Fixed Income Fund, Enhanced Income Fund, GNMA Fund,
Intermediate Government Fund, Mid Cap Regional Fund, Equity Growth Fund
and Equity Income Fund, the limitation on purchasing or retaining
securities of any issuer if officers or trustees/directors of the Trust
or any of its investment advisers own beneficially more than certain
percentages of that issuer's securities;

(g) with respect to the Tax Exempt Fund, GNMA Fund and Intermediate
Government Fund, the limitation on investing in securities issued by
companies with less than three years of operation;

(h) with respect to the Ohio Tax Exempt Fund and Pennsylvania
Municipal Fund which are classified as non-diversified funds under the
Investment Company Act of 1940, as amended (the "1940 Act"), the
limitation regarding investments in securities of any one issuer; and

(i) with respect to the Pennsylvania Tax Exempt Fund, the policy of
the Fund to use its best efforts to maintain a constant net asset value
of $1.00 per share.

This Proposal 4 does not apply to the Core Equity, International Equity or
Small Cap Growth Fund.

Proposal 5. To approve a change in the fundamental investment
objective to non-fundamental investment objective of the following Funds:
Money Market Fund, Government Fund, Treasury Fund, Tax Exempt Fund,
Pennsylvania Tax Exempt Fund, Ohio Tax Exempt Fund, Pennsylvania Municipal
Fund, Total Return Advantage Fund, Fixed Income Fund, Enhanced Income Fund,
GNMA Fund and Intermediate Government Fund. This Proposal 5 does not apply
to the Mid Cap Regional, Equity Growth, Equity Income, Core Equity,
International Equity or Small Cap Growth Fund.

Proposal 6. To elect eight (8) nominees to the Board of Trustees.

Proposal 7. To transact such other business as may properly come
before the Meeting or any adjournment thereof.

The Proposals stated above are discussed in detail in the attached Proxy
Statement. Shareholders of record as of the close of business on September 30,
1997 are entitled to notice of, and to vote at, the Meeting or any adjournment
thereof.

2
<PAGE> 6

YOUR TRUSTEES UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOR OF THE PROPOSALS.

SHAREHOLDERS ARE REQUESTED TO EXECUTE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE THE ACCOMPANYING PROXY CARD OR CARDS WHICH ARE BEING SOLICITED BY THE
TRUST'S BOARD OF TRUSTEES. THIS IS IMPORTANT FOR THE PURPOSE OF ENSURING A
QUORUM AT THE MEETING. A PROXY MAY BE REVOKED BY ANY SHAREHOLDER AT ANY TIME
BEFORE IT IS EXERCISED BY EXECUTING AND SUBMITTING A REVISED PROXY, BY GIVING
WRITTEN NOTICE OF REVOCATION TO THE TRUST'S SECRETARY, OR BY WITHDRAWING THE
PROXY AND VOTING IN PERSON AT THE MEETING.

/s/ W. Bruce McConnel, III
W. Bruce McConnel, III
Secretary

October 17, 1997

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<PAGE> 7

ARMADA FUNDS
Oaks, Pennsylvania 19456

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees (the "Board") of Armada Funds (the "Trust") for
use at the Special Meeting of Shareholders of the Trust and any adjournment(s)
thereof (the "Meeting") to be held on November 19, 1997 at 8:00 a.m., Eastern
Time, in Meeting Room B, 4th Floor Annex of National City Center, 1900 East
Ninth Street, Cleveland, Ohio 44114. This Proxy Statement and accompanying proxy
card or cards will first be mailed on or about October 17, 1997.

The Trust currently offers eighteen (18) investment portfolios which are
each referred to herein as a "Fund" and collectively, as the "Funds." Only
shareholders of record of the Funds at the close of business on September 30,
1997 will be entitled to vote at the Meeting. The Funds' shares are referred to
herein as "Shares." Each full Share is entitled to one vote and each fractional
Share to a proportionate fractional vote. The following table summarizes the
Proposals to be voted on at the Meeting and indicates those shareholders who are
being solicited with respect to each Proposal:

TABLE

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
------------------------------------------- -------------------------------------------
<C> <S> <C>
1. To approve a new Investment Advisory Agree- Each Fund, except for the Core Equity,
ment between the Trust and National City International Equity and Small Cap Growth
Bank with respect to the Money Market Fund, Funds, voting separately on a Fund-by-Fund
Government Fund, Treasury Fund, Tax Exempt basis. All classes of Shares of the same
Fund, Pennsylvania Tax Exempt Fund, Ohio Fund will vote together.
Tax Exempt Fund, Pennsylvania Municipal
Fund, Fixed Income Fund, GNMA Fund,
Intermediate Government Fund, Mid Cap
Regional Fund, Equity Growth Fund and
Equity Income Fund, and to approve a new
Investment Advisory Agreement between the
Trust and National Asset Management
Corporation with respect to the Total
Return Advantage Fund and Enhanced Income
Fund.
This Proposal 1 is not being presented to
shareholders of the Core Equity,
International Equity and Small Cap Growth
Funds.
2. To approve certain changes to the Shareholders of the Mid Cap Regional,
fundamental investment objectives of the Equity Growth and Equity Income Funds
(a) Mid Cap Regional Fund, (b) Equity voting separately on a Fund-by-Fund basis.
Growth Fund and (c) Equity Income Fund. All classes of Shares of the same Fund will
vote together.

3. To approve changes to the following
fundamental investment limitations of the
Money Market Fund, Government Fund,
Treasury Fund, Tax Exempt Fund,
Pennsylvania Tax Exempt Fund, Ohio Tax
Exempt Fund, Pennsylvania Municipal Fund,
Total Return Advantage Fund, Fixed Income
Fund, Enhanced Income Fund, GNMA Fund,
Intermediate Government Fund, Mid Cap
Regional Fund, Equity Growth Fund and
Equity Income Fund:
</TABLE>

4
<PAGE> 8

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
------------------------------------------- -------------------------------------------
<C> <S> <C>
(a) limitation on underwriting activities; Each Fund, except for the Core Equity,
International Equity and Small Cap Growth
Funds, voting separately on a Fund-by-Fund
basis. All classes of Shares of the same
Fund will vote together.
(b) limitation on real estate related Each Fund, except for the Core Equity,
transactions; International Equity and Small Cap Growth
Funds, voting separately on a Fund-by-Fund
basis. All classes of Shares of the same
Fund will vote together.
(c) limitation on investment in Each Fund, except for the Core Equity,
commodities; International Equity and Small Cap Growth
Funds, voting separately on a Fund-by-Fund
basis. All classes of Shares of the same
Fund will vote together.
(d) limitation regarding industry Each Fund, except for the Core Equity,
concentration; International Equity and Small Cap Growth
Funds, voting separately on a Fund-by-Fund
basis. All classes of Shares of the same
Fund will vote together.
(e) limitation on loans; and Each Fund, except for the Core Equity,
International Equity and Small Cap Growth
Funds, voting separately on a Fund-by-Fund
basis. All classes of Shares of the same
Fund will vote together.
(f) limitation on borrowing and issuance of Each Fund, except for the Core Equity,
senior securities. International Equity and Small Cap Growth
Funds, voting separately on a Fund-by-Fund
basis. All classes of Shares of the same
Fund will vote together.
This Proposal 3 is not being presented to
shareholders of the Core Equity,
International Equity and Small Cap Growth
Funds.
</TABLE>

5
<PAGE> 9

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
------------------------------------------- -------------------------------------------
<C> <S> <C>
4. To approve a change in the following
fundamental investment policies and
limitations of the Funds indicated below to
make such policies and limitations
non-fundamental:
(a) limitation on investment in other Each of the following Funds voting
investment companies; separately on a Fund-by-Fund basis: Money
Market Fund, Government Fund, Treasury
Fund, Tax Exempt Fund, Pennsylvania Tax
Exempt Fund, Pennsylvania Municipal Fund,
Total Return Advantage Fund, Fixed Income
Fund, Enhanced Income Fund, GNMA Fund and
Intermediate Government Fund. All classes
of Shares of the same Fund will vote
together.
(b) limitation on illiquid securities; Each of the following Funds voting
separately on a Fund-by-Fund basis: Money
Market Fund, Government Fund, Treasury
Fund, Tax Exempt Fund, Pennsylvania Tax
Exempt Fund, Ohio Tax Exempt Fund, Total
Return Advantage Fund, Fixed Income Fund,
Enhanced Income Fund, GNMA Fund,
Intermediate Government Fund, Mid Cap
Regional Fund, Equity Growth Fund and
Equity Income Fund. All classes of Shares
of the same Fund will vote together.
(c) limitation on purchasing securities on Each of the following Funds voting
margin; separately on a Fund-by-Fund basis: Money
Market Fund, Government Fund, Treasury
Fund, Tax Exempt Fund, Pennsylvania Tax
Exempt Fund, Ohio Tax Exempt Fund,
Pennsylvania Municipal Fund, Total Return
Advantage Fund, Fixed Income Fund, Enhanced
Income Fund, GNMA Fund, Intermediate
Government Fund, Mid Cap Regional Fund,
Equity Growth Fund and Equity Income Fund.
All classes of Shares of the same Fund will
vote together.
(d) limitation on purchasing securities of Each of the following Funds voting
companies for the purpose of separately on a Fund-by-Fund basis: Money
exercising control; Market Fund, Government Fund, Treasury
Fund, Tax Exempt Fund, Pennsylvania Tax
Exempt Fund, Ohio Tax Exempt Fund,
Pennsylvania Municipal Fund, Total Return
Advantage Fund, Fixed Income Fund, Enhanced
Income Fund, GNMA Fund, Intermediate
Government Fund, Mid Cap Regional Fund,
Equity Growth Fund and Equity Income Fund.
All classes of Shares of the same Fund will
vote together.
</TABLE>

6
<PAGE> 10

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
------------------------------------------- -------------------------------------------
<C> <S> <C>
(e) limitation on writing or selling put Each of the following Funds voting
options, call options, straddles, separately on a Fund-by-Fund basis: Money
spreads, or any combinations thereof; Market Fund, Government Fund, Treasury
Fund, Tax Exempt Fund, Ohio Tax Exempt
Fund, Total Return Advantage Fund, Fixed
Income Fund, Enhanced Income Fund, GNMA
Fund, Intermediate Government Fund, Mid Cap
Regional Fund, Equity Growth Fund and
Equity Income Fund. All classes of Shares
of the same Fund will vote together.
(f) limitation on purchasing or retaining Each of the following Funds voting
securities of any issuer if officers or separately on a Fund-by-Fund basis: Money
trustees/directors of the Trust or any Market Fund, Government Fund, Treasury
of its investment advisers own Fund, Tax Exempt Fund, Ohio Tax Exempt
beneficially more than certain Fund, Total Return Advantage Fund, Fixed
percentages of that issuer's Income Fund, Enhanced Income Fund, GNMA
securities; Fund, Intermediate Government Fund, Mid Cap
Regional Fund, Equity Growth Fund and
Equity Income Fund. All classes of Shares
of the same Fund will vote together.
(g) limitation on investing in securities Each of the following Funds voting
issued by companies with less than separately on a Fund-by-Fund basis: Tax
three years of operation; Exempt Fund, GNMA Fund and Intermediate
Government Fund. All classes of Shares of
the same Fund will vote together.
(h) with respect to the Ohio Tax Exempt Shareholders of the Ohio Tax Exempt Fund
Fund and Pennsylvania Municipal Fund and Pennsylvania Municipal Fund voting
which are classified as non-diversified separately on a Fund-by-Fund basis. All
funds under the Investment Company Act classes of Shares of the same Fund will
of 1940, as amended (the "1940 Act"), vote together.
the limitation regarding investments in
securities of any one issuer; and
(i) with respect to the Pennsylvania Tax Shareholders of the Pennsylvania Tax Exempt
Exempt Fund, the policy of the Fund to Fund voting separately. All classes of
use its best efforts to maintain a Shares of the Fund will vote together.
constant net asset value of $1.00 per
share.
This Proposal 4 is not being presented
to shareholders of the Core Equity,
International Equity and Small Cap
Growth Funds.

5. To approve a change in the fundamental Each of the following Funds voting
investment objectives of the Funds separately on a Fund-by-Fund basis: Money
indicated below to non-fundamental Market Fund, Government Fund, Treasury
investment objectives. This Proposal 5 is Fund, Tax Exempt Fund, Pennsylvania Tax
not being presented to shareholders of the Exempt Fund, Ohio Tax Exempt Fund,
Mid Cap Regional, Equity Growth, Equity Pennsylvania Municipal Fund, Total Return
Income, Core Equity, International Equity Advantage Fund, Fixed Income Fund, Enhanced
and Small Cap Growth Funds. Income Fund, GNMA Fund and Intermediate
Government Fund. All classes of Shares of
the same Fund will vote together.
</TABLE>

7
<PAGE> 11

<TABLE>
<CAPTION>
PROPOSAL SHAREHOLDERS SOLICITED
------------------------------------------- -------------------------------------------
<C> <S> <C>
6. To elect eight (8) nominees to the Board of All Funds of the Trust. All shareholders of
Trustees. all Funds of the Trust will vote together.

7. To transact such other business as may Each Fund voting separately on a
properly come before the Meeting or any Fund-by-Fund basis. All classes of Shares
adjournment(s) thereof. of the same Fund will vote together.
</TABLE>

On September 30, 1997, the following Shares were outstanding and entitled
to vote at the Meeting:

<TABLE>
<CAPTION>
NAME OF FUND SHARES OUTSTANDING
- -------------------------------------------------------------------------- ------------------
<S> <C>
Money Market Fund:
Institutional Class:................................................. 2,015,861,952.780
Retail Class:........................................................ 433,427,682.620
Government Fund:
Institutional Class:................................................. 837,403,569.980
Retail Class:........................................................ 192,385,561.130
Treasury Fund:
Institutional Class:................................................. 259,925,915.830
Retail Class:........................................................ 6,485,334.170
Tax Exempt Fund:
Institutional Class:................................................. 361,707,467.750
Retail Class:........................................................ 64,627,642.600
Equity Growth Fund:
Institutional Class:................................................. 14,044,131.820
Retail Class:........................................................ 371,649.283
Fixed Income Fund:
Institutional Class:................................................. 12,714,174.894
Retail Class:........................................................ 346,690.756
Ohio Tax Exempt Fund:
Institutional Class:................................................. 8,852,026.337
Retail Class:........................................................ 371,676.340
Equity Income Fund:
Institutional Class:................................................. 9,523,511.096
Retail Class:........................................................ 29,361.687
Mid Cap Regional Fund:
Institutional Class:................................................. 14,484,759.456
Retail Class:........................................................ 367,578.245
Enhanced Income Fund:
Institutional Class:................................................. 7,128,230.645
Retail Class:........................................................ 223,415.049
Total Return Advantage Fund:
Institutional Class:................................................. 27,321,875.051
Retail Class:........................................................ 224,763.036
Pennsylvania Tax Exempt Fund:
Institutional Class:................................................. 61,920,247.600
Retail Class:........................................................ 21,967,905.960
Intermediate Government Fund:
Institutional Class:................................................. 9,426,292.483
Retail Class:........................................................ 2,379.211
</TABLE>

8
<PAGE> 12

<TABLE>
<CAPTION>
NAME OF FUND SHARES OUTSTANDING
- -------------------------------------------------------------------------- ------------------
<S> <C>
GNMA Fund:
Institutional Class:................................................. 6,644,986.826
Retail Class:........................................................ 12,492.015
Pennsylvania Municipal Fund:
Institutional Class:................................................. 3,611,095.785
Retail Class:........................................................ 7,988.373
International Equity Fund:
Institutional Class:................................................. 8,846,041.874
Retail Class:........................................................ 341.622
Core Equity Fund:
Institutional Class:................................................. 10,466,470.404
Retail Class:........................................................ 5,547.792
Small Cap Growth Fund:
Institutional Class:................................................. 2,568,906.847
Retail Class:........................................................ 493.361
</TABLE>

Proxy solicitations will be made primarily by mail, but proxy solicitations
also may be made by telephone, facsimile, telegraph or personal interview. The
Trust will bear all proxy solicitation costs. Any shareholder submitting a proxy
may revoke it at any time before it is exercised by submitting to the Trust a
written notice of revocation or a subsequently executed proxy or by attending
the Meeting and voting in person.

THE TRUST WILL FURNISH TO SHAREHOLDERS UPON REQUEST, WITHOUT CHARGE, COPIES
OF ITS ANNUAL REPORTS TO SHAREHOLDERS, CONTAINING AUDITED FINANCIAL STATEMENTS
FOR THE FISCAL YEAR ENDED MAY 31, 1997. REQUESTS FOR COPIES OF THE ANNUAL
REPORTS SHOULD BE DIRECTED TO THE TRUST AT THE ADDRESS AT THE BEGINNING OF THIS
DOCUMENT OR BY TELEPHONE AT 1-800-622-FUND (3863). THE ANNUAL REPORTS ARE NOT TO
BE REGARDED AS PROXY SOLICITING MATERIAL.

IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WISH YOUR SHARES TO
BE VOTED, PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD OR CARDS AND MAIL THE
SAME IN THE ENCLOSED REPLY ENVELOPE. PLEASE ALLOW SUFFICIENT TIME FOR THE PROXY
CARD OR CARDS TO BE RECEIVED ON OR BEFORE 11:00 A.M., EASTERN TIME, ON NOVEMBER
14, 1997.

9
<PAGE> 13

PROPOSAL 1: TO APPROVE NEW INVESTMENT ADVISORY AGREEMENTS

At the Meeting, shareholders of the Funds will be asked to vote on the
approval of two investment advisory agreements (each, a "New Advisory Agreement"
and collectively, the "New Advisory Agreements"), which are summarized below.
Copies of the New Advisory Agreements, which have been marked to show changes
from the currently existing advisory agreements, are attached to this Proxy
Statement as Exhibit A and Exhibit B, and the description of the New Advisory
Agreements which follows is qualified in its entirety by reference to Exhibits A
and B.

Currently, the Trust has various advisory agreements on behalf of certain
of its Funds with National City Bank, while other agreements for certain Funds
are with National City Bank and two affiliates, National City Bank of Columbus
and National City Bank of Kentucky. National City Corporation ("NCC"), the
parent of National City Bank and these two affiliates, intends to consolidate
the three affiliates into a single entity, National City Bank. The Asset
Management Group at National City Bank now manages all of the Trust's Funds
(with the exception of the Total Return Advantage, Enhanced Income and Core
Equity Funds) pursuant to the current advisory agreements. Following the
intended consolidation into National City Bank, the Asset Management Group, with
the same management and personnel, will continue to manage the same Funds.
National Asset Management Corporation ("NAM"), another affiliate of National
City Bank, now manages the Total Return Advantage Fund, the Enhanced Income Fund
and the Core Equity Fund under separate advisory agreements. The various
agreements between the Trust and NAM, National City Bank, National City Bank of
Columbus and National City Bank of Kentucky are substantially identical except
for variations among the fee structures.

For administrative convenience, it is proposed that the Trust have a single
advisory agreement with National City Bank on behalf of all the Funds (except
the Total Return Advantage Fund, Enhanced Income Fund and Core Equity Fund,
which are advised by NAM, and the International Equity Fund and Small Cap Growth
Fund, for which there is a separate agreement) and that it have a single
advisory agreement with NAM for the Total Return Advantage Fund and the Enhanced
Income Fund.

DESCRIPTION OF THE EXISTING ADVISORY AGREEMENTS

National City Bank, National City Bank of Columbus (formerly, BancOhio
National Bank) and National City Bank of Kentucky (formerly, First National Bank
of Louisville) are investment advisers to the Money Market, Government,
Treasury, Tax Exempt, Ohio Tax Exempt, Fixed Income and Equity Growth Funds
under an advisory agreement dated September 26, 1990 which was approved by the
public shareholders of these Funds (other than the Treasury Fund) on such date.
At that time, shareholders were asked to approve increases to the advisory fees
charged to certain funds and other contractual changes. McDonald & Company
Securities, Inc., as sole shareholder of the Treasury Fund, approved such
advisory agreement for that Fund. National City Bank, National City Bank of
Columbus and National City Bank of Kentucky are investment advisers to the
Equity Income Fund pursuant to an advisory agreement dated June 30, 1994. NAM
acts as investment adviser to the Total Return Advantage and Enhanced Income
Funds pursuant to an agreement dated July 5, 1994. National City Bank acts as
adviser to the Mid Cap Regional Fund pursuant to an agreement dated July 25,
1994. Allmerica Investments, Inc., as sole shareholder of the Equity Income,
Total Return Advantage, Enhanced Income and Mid Cap Regional Funds, approved the
existing advisory agreements for such Funds. National City Bank acts as adviser
to the Pennsylvania Tax Exempt, Pennsylvania Municipal, GNMA, and Intermediate
Government Funds pursuant to an advisory agreement dated September 9, 1996. 440
Financial Distributors, Inc., as sole shareholder of the Pennsylvania Tax
Exempt, Pennsylvania Municipal, GNMA and Intermediate Government Funds approved
the existing advisory agreements for such Funds. National City Bank is adviser
to the International Equity and Small Cap Growth Funds pursuant to an agreement
dated July 31, 1997. NAM is adviser to the Core Equity Fund pursuant to an
advisory agreement dated July 31, 1997. Wellington Management Company, LLP acts
as sub-adviser to the Small Cap Growth Fund pursuant to an advisory agreement
dated July 31, 1997. SEI Investments Distribution Co., as sole shareholder of
the International Equity, Small Cap Growth and Core Equity Funds, approved the
existing advisory agreements for such Funds. The advisory agreements for the
International

10
<PAGE> 14

Equity, Small Cap Growth and Core Equity Funds are not being submitted to
shareholders for their consideration and approval at this time.

In each of the existing advisory agreements, the advisers have agreed,
subject to the general supervision of the Trust's Board of Trustees, to provide
a continuous investment program and to be responsible for, make decisions with
respect to and place orders for all purchases and sales of each Fund's
securities. These responsibilities are presently performed entirely by National
City Bank with respect to all of the Funds except for the Total Return
Advantage, Enhanced Income and Core Equity Funds. Advisory services for these
latter Funds are provided solely by NAM. The Small Cap Growth Fund, which is
advised by National City Bank, is sub-advised and effectively managed by
Wellington Management Company, LLP.

For the services provided and expenses assumed pursuant to the respective
existing advisory agreements, the advisers are entitled to fees, computed daily
and payable monthly, at the annual rates of: .30% of the average daily net
assets of the Treasury Fund; .35% of the average daily net assets of each of the
Money Market, Government and Tax Exempt Funds; .40% of the average daily net
assets of the Pennsylvania Tax Exempt Fund; .45% of the average daily net assets
of the Enhanced Income Fund; .55% of the average daily net assets of each of the
Ohio Tax Exempt, Pennsylvania Municipal, Total Return Advantage, Fixed Income,
GNMA and Intermediate Government Funds; and .75% of the average daily net assets
of each of the Mid Cap Regional, Equity Growth, Equity Income, International
Equity, Small Cap Growth and Core Equity Funds. For the fiscal year ended May
31, 1997, the respective advisers voluntarily waived the following amounts:

<TABLE>
<CAPTION>
TOTAL ADVISORY
FUND FEES WAIVED*
- -------------------------------------------------------------------------------- --------------
<S> <C>
Money Market Fund............................................................... $2,026,982
Treasury Fund................................................................... 158,966
Government Fund................................................................. 966,112
Tax Exempt Fund................................................................. 764,704
Pennsylvania Tax Exempt Fund.................................................... 191,305
Ohio Tax Exempt Fund............................................................ 490,179
Pennsylvania Municipal Fund..................................................... 29,097
Total Return Advantage Fund..................................................... 1,530,963
Fixed Income Fund............................................................... 118,288
Enhanced Income Fund............................................................ 296,129
GNMA Fund....................................................................... 50,450
Intermediate Government Fund.................................................... 54,417
</TABLE>

- ---------------

* The advisers may terminate, reduce or increase their fee waivers at any time.

Portfolio securities purchased and sold for the Funds are generally
purchased directly from the issuer or from an underwriter making a market in the
securities. Purchases from an underwriter 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; the over-the-counter price includes an
undisclosed commission or mark-up. From June 1, 1996 through May 31, 1997, the
Money Market, Treasury, Government, Tax Exempt, Pennsylvania Tax Exempt, Ohio
Tax Exempt, Pennsylvania Municipal, Total Return Advantage, Fixed Income,
Enhanced Income, GNMA and Intermediate Government Funds paid no brokerage
commissions. For the same period, the Mid Cap Regional, Equity Growth and Equity
Income Funds paid $421,322, $803,733 and $403,726, respectively, in brokerage
commissions to non-affiliated brokers.

In placing orders with brokers or dealers executing portfolio transactions
for the Funds, the advisers are required under the existing agreements to
attempt to obtain the best net price and the most favorable execution of the
orders. To the extent that the execution and price offered by more than one
dealer are comparable, the advisers may, in their discretion, effect
transactions in portfolio securities with dealers who provide the advisers with
research advice and other services. Information so received is in addition to
and not

11
<PAGE> 15

in lieu of services required to be performed by the advisers under the existing
advisory agreements and does not reduce the advisory fee otherwise payable by
the Funds. Such information may be useful to the advisers 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 advisers in
discharging their obligations to the Trust.

The existing advisory agreements provide that the advisers may not make
loans for the purpose of carrying or purchasing the Trust's shares or make loans
to the Trust or the Funds. The existing agreements also provide that the
advisers will 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
agreements, 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 any of them of their
obligations or duties.

Unless sooner terminated, the existing advisory agreements for each Fund
(except for the International Equity, Small Cap Growth and Core Equity Funds)
will continue in effect until September 30, 1998. (At a meeting of the Trust's
Board of Trustees on July 17, 1997, a majority of the trustees, including a
majority of the trustees who are not "interested persons" of the Trust or of any
of the advisers, approved the continuation of the existing advisory agreements
until September 30, 1998.) Each existing agreement will terminate automatically
in the event of its assignment and is terminable with respect to any Fund to
which it relates at any time without penalty by the Board of Trustees or by vote
of a majority of the outstanding shares of such Fund and is terminable by the
respective adviser on 60 days' written notice to the Trust. Accordingly, the
existing advisory agreements will terminate with respect to each Fund whose
shareholders approve the corresponding New Advisory Agreements at the Meeting.

DESCRIPTION OF THE PROPOSED ADVISORY AGREEMENTS

The New Advisory Agreements are intended to consolidate several outstanding
investment advisory agreements between the Trust and its advisers. One New
Advisory Agreement with National City Bank would supersede the current advisory
agreements with National City Bank, National City Bank of Columbus and National
City Bank of Kentucky (other than with respect to the International Equity and
Small Cap Growth Funds, which have a separate agreement with National City
Bank), and one New Advisory Agreement would supersede the current advisory
agreement with NAM (other than with respect to the Core Equity Fund). As
mentioned above, no significant change in advisory personnel would result from
this action, as the Asset Management Group within National City Bank that
currently manages all Funds (except for those Funds managed by NAM) would retain
its current investment advisory responsibilities. With the exception of Fund
names, the names of the advisers, and the specific advisory fees payable by the
respective Funds, the two New Advisory Agreements are identical.

The New Advisory Agreements will take effect with respect to a particular
Fund when approved by a Majority of such Fund's Outstanding shares (as defined
below) and, unless sooner terminated, will continue in effect until September
30, 1998. Thereafter, if not terminated, each New Advisory Agreement will
continue in effect with respect to a Fund for successive twelve month periods
ending on September 30, provided its continuance with respect to such Fund is
specifically approved at least annually (a) by the vote of a majority of the
trustees of the Trust who are not interested persons of any party to such
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 that Fund.

THE ADVISORY FEES PROVIDED FOR IN THE CURRENT ADVISORY AGREEMENTS WILL
REMAIN THE SAME AND NOT CHANGE IN THE NEW ADVISORY AGREEMENTS. EXCEPT AS
SUMMARIZED BELOW, THE TERMS OF THE NEW ADVISORY AGREEMENTS ARE SUBSTANTIALLY THE
SAME AS THOSE IN THE CORRESPONDING EXISTING ADVISORY AGREEMENTS AND THERE ARE NO
OTHER MATERIAL DIFFERENCES.

In placing portfolio transaction orders with brokers and dealers for the
Funds, the advisers are required under the existing advisory agreements to
attempt to obtain the best net price and most favorable execution of their
orders. The New Advisory Agreements amend this provision to provide that the
advisers shall "use [their] best efforts to seek on behalf of the Trust and each
Fund the best overall terms available." In assessing

12
<PAGE> 16

the best overall terms available for any transaction, the New Advisory
Agreements require the advisers to consider all factors deemed relevant,
including the breadth of the market in the security, the price of the security,
the financial condition and execution capability of the broker or dealer, and
the reasonableness of the commission, if any, both for the specific transaction
and on a continuing basis. Moreover, in evaluating the best overall terms
available and selecting brokers or dealers to execute portfolio transactions,
the New Advisory Agreements provide that the advisers may consider brokerage and
research services (as those terms are defined in Section 28(e) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) provided to any Fund
and/or other accounts over which the adviser or any of its affiliates exercise
investment discretion.

In addition, as permitted by Section 28(e) of the Exchange Act, subject to
the prior approval of the Trust's Board of Trustees, the New Advisory Agreements
authorize the advisers to negotiate and pay to a broker or dealer providing such
brokerage and research services a commission for executing a portfolio
transaction which is higher than the amount of commission another broker or
dealer would have charged for effecting the same transaction if, but only if,
the advisers determine in good faith that such commission is reasonable in
relation to the value of the brokerage and research services provided by such
broker or dealer (viewed in terms of that particular transaction or in terms of
the overall responsibilities of the advisers with respect to the Fund and other
accounts as to which they exercise investment discretion).

These new provisions are intended to provide the advisers additional
flexibility to negotiate, to the extent legally permitted, the amount of
brokerage commissions payable by a Fund in consideration for brokerage and
research services.

Portfolio brokerage expense is an ordinary operating expense of the Funds
borne by shareholders. Although the New Advisory Agreements provide the advisers
enhanced flexibility to negotiate portfolio brokerage commissions as permitted
by law, both National City Bank and NAM have advised the Board of Trustees that
they do not presently intend to change their current policies governing the
allocation of portfolio brokerage for the Trust but will continue to seek "best
execution" with respect to all transactions. The advisers will therefore
continue to consider the full range and quality of a broker's services in
placing brokerage for the Trust including, among other things, the value of
research provided as well as the firm's execution capability, commission rate,
financial responsibility and responsiveness to the requirements of the
particular transaction. Obtaining lowest possible commission cost has not been
in the past, nor will it be in the future, the determinative factor in placing
orders for portfolio transactions. Rather, the advisers will continue to assess
whether any given portfolio transaction represents the best qualitative
execution for the Fund. Because the advisers intend to continue their current
portfolio brokerage allocation policies, neither the Board nor the advisers
expect portfolio brokerage expenses borne by the Funds to increase by reason of
the New Advisory Agreements.

The New Advisory Agreements also would permit each adviser to aggregate
purchase orders for securities on behalf of a particular Fund with orders for
the same securities placed for other advisory clients. While legally
permissible, the current advisory agreements do not specifically authorize this
practice. The aggregation of customer orders, sometimes known as "block" trading
or "bunching" of trades, may benefit the Funds by providing National City Bank
and NAM the ability to reduce brokerage expenses and otherwise obtain more
favorable terms of execution. The Securities and Exchange Commission requires
that an adviser that aggregates orders among different clients do so consistent
with its duty to seek best execution for its clients and consistent with the
terms of the adviser's advisory agreement with the participating clients. The
advisers intend to allocate orders among the Funds and other clients equitably
and only in accordance with written procedures that have been approved by the
Board of Trustees.

In the existing advisory agreements, the advisers have agreed that if, in
any fiscal year, the expenses borne by a Fund to which such agreement relates
exceed the applicable expense limitations imposed by the securities regulations
of any state in which its shares are registered or qualified for sale to the
public, the advisers will reimburse the Fund for such excess to the extent
required by such regulations. In September 1996, Congress enacted legislation
that preempted a state's ability to regulate the expenses borne by

13
<PAGE> 17

investment companies the shares of which are sold in the state. Consequently,
the New Advisory Agreements would not contain provisions relating to
state-imposed expense limitations.

At regular meetings of the Board of Trustees held on July 17, 1997 and
September 17, 1997, the Board of Trustees considered the New Advisory Agreements
and whether to recommend them for approval by shareholders. The trustees,
including those trustees who were not interested persons of the Trust or of any
adviser under the New Advisory Agreements, considered such information as they
believed to be necessary to their exercise of reasonable business judgment,
including, for example, information pertaining to: the nature, quality and
extent of services provided by the advisers under the existing advisory
agreements; comparative industry data as to investment performance, advisory
fees and expense ratios of the respective Funds; estimates of the profitability
of the investment advisory services provided by the advisers; and the
qualifications and experience of the personnel providing advisory services to
the Trust. After discussion, the trustees of the Trust unanimously approved the
New Advisory Agreements and recommended that they be submitted for approval to
the shareholders of the respective Funds. Accordingly, the New Advisory
Agreements are being submitted for approval at the Meeting by the holders of a
Majority of the Outstanding Shares of the respective Funds. The term "a Majority
of the Outstanding Shares" of a Fund means the lesser of (i) 67% of the Shares
of the Fund present at the Meeting if the holders of more than 50% of the
outstanding Shares of such Fund are present in person or by proxy, or (ii) more
than 50% of the outstanding Shares of such Fund. Shareholders of a Fund will
vote by class and not series with respect to the New Advisory Agreements. If any
New Advisory Agreement is not approved by the holders of a Majority of the
Outstanding Shares of a Fund to which it relates, the Board of Trustees will
reconsider its terms and the current advisory agreement will remain in effect
with respect to such Fund pending a further decision by the Board.

The approval of the shareholders of the International Equity, Small Cap
Growth and Core Equity Funds is not being solicited at the Meeting. Each such
Fund commenced operations on August 1, 1997 pursuant to advisory agreements that
are substantially the same as the New Advisory Agreements.

INFORMATION ABOUT THE PROPOSED ADVISERS

The advisers are wholly owned subsidiaries of NCC, a publicly-owned bank
holding company, whose offices are located at 1900 East Ninth Street, Cleveland,
Ohio 44114. As of August 31, 1997, to the Trust's knowledge, no person owned
more than 10% of the issued and outstanding shares of any class of the
Corporation's stock.

National City Bank 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
Bank is a member bank of the Federal Reserve System and the Federal Deposit
Insurance Corporation. National City Bank also serves as custodian of the
Trust's assets. As the Trust's custodian, National City Bank earned fees in the
amount of $586,095 for the fiscal year ended May 31, 1997. NAM is a registered
investment adviser providing investment advisory and related services.

On June 30, 1997, National City Bank's, National City Bank of Columbus's
and National City Bank of Kentucky's Trust Departments had approximately $10.7
billion, $1.5 billion and $5.6 billion, respectively, in assets under
management; and National City Bank, National City Bank of Columbus and National
City Bank of Kentucky had approximately $21.5 billion, $11.6 billion and $13.8
billion, respectively, in total Trust assets. National City Bank has its
principal offices at 1900 East Ninth Street, Cleveland, Ohio 44114; National
City Bank of Columbus has its principal offices at 155 East Broad Street,
Columbus, Ohio 43251; and National City Bank of Kentucky has its principal
offices at 101 South Fifth Street, Louisville, Kentucky 40202. On June 30, 1997,
NAM had approximately $7.7 billion in assets under management. NAM has its
principal office at 101 South Fifth Street, Louisville, Kentucky 40202.

14
<PAGE> 18

The names and principal occupations of the principal executive officers and
each director of National City Bank as of June 30, 1997 were as follows:

<TABLE>
<CAPTION>
POSITION WITH OTHER BUSINESS TYPE OF
NAME NATIONAL CITY BANK CONNECTIONS BUSINESS
- ------------------------- ------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Edward B. Brandon Director Retired Chairman, National Bank holding company
City Corporation

Director, The Standard Automobile parts and
Products Company supplies

Director, RPM, Inc. Manufacturer of protective
coatings, roofing materials
and paint

Director, Premier Industrial Electronics distribution
Corp.
John G. Breen Director Chairman and Chief Executive Manufacturer of paints,
Officer, The coatings, and containers
Sherwin-Williams Company

Steve D. Bullock Director Chief Executive Officer and Non-Profit organization
Chapter Manager, American
Red Cross

Duane E. Collins Director President and Chief Manufacturer of hydraulic
Executive Officer, Parker and and automotive equipment
Hannifin Corp.

David A. Daberko Director Chairman and Chief Executive Bank holding company
Officer, National City
Corporation

Director, National City Bank Bank
of Columbus

Director, National City Bank
Bank, Northeast

Director, National City Bank Bank
of Dayton

Director, National City Bank
Bank, Northwest

Director, National City Bank Bank
of Indiana

Director, National City Bank Bank
of Kentucky

Officer and Director, Hudson Tractor sales
Tractor Sales, Inc.

Director, Student Loan
Marketing Association

Robert J. Farling Director Chairman, President and Electric utility
Chief Executive Officer,
Centerior Energy Corporation
</TABLE>

15
<PAGE> 19

Russell R. Gifford Director Retired President, CNG Natural gas
Energy Services Corporation

Henry J. Goodman Director Chairman and Chief Executive Furniture company
Officer, H. Goodman, Inc.

Gordon D. Harnett Director President, Chairman and Manufacturer of engineered
Chief Executive Officer, material
Brush Wellman, Inc.

Leon J. Hendrix, Jr. Director Partner, Clayton, Dubilier & Private investment firm
Rice, Inc.

J. Peter Kelly Director President and Chief Manufacturer of steel
Operating Officer, LTV Steel
Company

William E. MacDonald III Chairman, Director and Executive Vice Bank holding company
President, Chief President, National City
Executive Officer Corporation
and Director

William P. Madar Director Vice Chairman and Chief Manufacturer of machinery
Executive Officer, Nordson
Corporation

H. Gene Nau Director President and Chief Travel agency
Executive Officer, Travel
One Midwest

William F. Patient Director Chairman, President and PVC manufacturer
Chief Executive Officer, The
Geon Company

William R. Robertson Director President, National City Bank holding company
Corporation
Director, National Asset Registered Investment
Management Corporation Adviser

Shelley B. Roth Director President, Pierre's French Ice cream
Ice Cream Company

Thomas C. Sullivan Director Chairman of the Board and Manufacturer of protective
Chief Executive Officer, coatings, roofing material
RPM, Inc. and paint

Dr. Jerry S. Thornton Director President, Cuyahoga Education
Community College

Morry Weiss Director Chairman and Chief Executive Greeting cards
Officer, American Greetings
Corporation

Theodore K. Zampetis Director President and Chief Manufacturer of rubber and
Operating Officer, The plastic parts for automotive
Standard Products Co. original equipment industry
</TABLE>

16
<PAGE> 20

W. Douglas Bannerman Executive Vice Senior Vice President, Bank holding company
President, National City Corporation
Corporate Banking

Jeffrey M. Biggar Executive Vice Senior Vice President, Bank holding company
President, Private National City Corporation
Client Group

Jane Grebenc Executive Vice None
President, Retail
Banking

Jeffrey D. Kelly Executive Vice Executive Vice President, Bank holding company
President, National City Corporation
Investments

Bruce T. Muddell Executive Vice None
President, Credit
Administration

Harold B. Todd, Jr. Executive Vice Executive Vice President, Bank holding company
President, National City Corporation
Institutional Trust
and Asset
Management
</TABLE>

The names and principal occupations of the principal executive officers and
each director of National City Bank of Columbus as of June 30, 1997 were as
follows:

<TABLE>
<CAPTION>
POSITION WITH
NATIONAL CITY OTHER BUSINESS TYPE OF
NAME COLUMBUS CONNECTIONS BUSINESS
- ------------------------- ------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
Eric D. Chapman, III Director President and Chief Health care industry
Executive Officer, Chapman consulting
Health International, Inc.
David A. Daberko Director Chairman and Chief Executive Bank holding company
Officer, National City
Corporation

Director, National City Bank
Bank, Northeast

Director, National City Bank Bank
of Dayton

Director, National City Bank
Bank, Northwest

Director, National City Bank Bank
of Indiana

Director, National City Bank Bank

Director, National City Bank Bank
of Kentucky

Officer and Director, Hudson Tractor sales
Tractor Sales, Inc.

Director, Student Loan
Marketing Association
</TABLE>

17
<PAGE> 21

Vincent A. DiGirolamo Director Vice Chairman, National City Bank holding company
Corporation

Daniel E. Evans Director Chairman, Bob Evans Farms, Food processing wholesale &
Inc. retail

Director, National City Bank holding company
Corporation

Thomas J. Fitzpatrick Director Chairman and Chief Executive General contractor
Officer, Elford, Inc.

Gary A. Glaser Director, President Executive Vice President, Bank holding company
and Chief Executive National City Corporation
Officer

Director, National City Bank
Bank, Dayton

William G. Kelley Director Chairman and Chief Retail
Executive, Officer,
Consolidated Stores Corp.

J. Frederick Reid Director Retired Chairman, Grange Insurance
Insurance Companies

Carol L. Scott Director Retired, Midwestern Regional Governmental agency
Neighborhood Reinvestment
Corp.

Dr. K. Wayne Smith Director President and Chief Computerized library
Executive 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 Senior Vice None
President, Human
Resources Division

Stephen B. McLane Executive Vice None
President,
Corporate Banking

Richard A. Ray Executive Vice None
President, Private
Client Group
</TABLE>

18
<PAGE> 22

The names and principal occupations of the principal executive officers and
each director of National City Bank of Kentucky as of June 30, 1997 were as
follows:

<TABLE>
<CAPTION>
POSITION WITH
NATIONAL CITY OTHER BUSINESS TYPE OF
NAME KENTUCKY CONNECTIONS BUSINESS
- ------------------------- ------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
James R. Bell III Director, President Executive Vice President, Bank holding company
and Chief Executive National City Corporation
Officer
Morton Boyd Director None

Timothy C. Brown Director Chairman, President and Manufacturer of lighting and
Chief Executive Officer, compressor and vacuum pumps
Thomas Industries, Inc.

Robert E. Champagne Director Chairman, Curtaulds United Paint and industrial
States, Inc. coatings manufacturer

David A. Daberko Director Chairman and Chief Executive Bank holding company
Officer, National City
Corporation

Director, National City Bank Bank
of Columbus

Director, National City Bank
Bank, Northeast

Director, National City Bank Bank
of Dayton

Director, National City Bank
Bank, Northwest

Director, National City Bank Bank
of Indiana

Director, National City Bank Bank

Officer and Director, Hudson Tractor sales
Tractor Sales, Inc.

Director, Student Loan
Marketing Association

Robert R. Dawson, Jr. Director Partner, R.R. Dawson Bridge Bridge and road construction
Company

Margaret H. Greene Director Vice President and General Telecommunications
Counsel, BellSouth
Telecommunications
</TABLE>

19
<PAGE> 23

Leonard V. Hardin Director and None
Chairman of the
Board

George N. King, Sr. Director President, King's Management Maintenance
Group, Inc.

W. Bruce Lunsford Director Chairman, President & Chief Health service
Executive Officer, Vencor
Incorporated

Carl F. Pollard Director Hermitage Farm Commercial thoroughbred
breeding farm

James L. Rose Director and Former Chairman, President Bank holding company
Chairman, Southeast and Chief Executive Officer,
Area United Bancorp of Kentucky,
Inc.

President and Director, TSR Real estate
Investments, Inc.

Director, Tri-State Realty, Real estate
Inc.

Limited Partner, Lexington Real estate
Financial Center

John H. Schnatter Director Chairman and Chief Executive Food industry
Officer, Papa John's
International, Inc.

Dr. John W. Shumaker Director President, University of Education
Louisville

William M. Street Director Vice Chairman, Brown-Forman Consumer products
Corporation

James E. Barber President, Bowling None
Green Area

William I. Cornett, Jr. Executive Vice None
President,
Corporate Banking

Roger M. Dalton President, None
Lexington Area

Robert E. Hawkins Executive Vice None
President, Credit
Administration

Harvey E. Hensley President, None
Southeast Area
</TABLE>

20
<PAGE> 24

David E. Jones President, Ashland None
Area

Larry R. Mayfield President, None
Owensboro Area

Donna M. Paccioni Executive Vice None
President, Retail
Banking

Charles R. Stoess President, None
Crestwood Area
</TABLE>

The names and principal occupations of the principal executive officers and
each director of NAM as of June 30, 1997 were as follows:

<TABLE>
<CAPTION>
POSITION WITH
NATIONAL ASSET OTHER BUSINESS TYPE OF
NAME MANAGEMENT CONNECTIONS BUSINESS
- ------------------------- ------------------- ---------------------------- ----------------------------
<S> <C> <C> <C>
James R. Bell, III Director Director, President and Bank
Chief Executive Officer,
National City Bank of
Kentucky

Executive Vice President, Bank holding company
National City Corporation
William F. Chandler, Jr. Director, Managing None
Director and
Principal

Carl W. Hafele Director, Managing None
Director and
Principal

Leonard V. Hardin Director Director and Chairman of the Bank
Board, National City Bank of
Kentucky

William R. Robertson Director President, National City Bank holding company
Corporation

Director, National City Bank Bank

Robert Siefers Director Chief Financial Officer, Bank holding company
National City Corp.
</TABLE>

21
<PAGE> 25

Harold B. Todd, Jr. Director Executive Vice President, Bank holding company
National City Corporation

Executive Vice President, Bank
Institutional Trust and
Asset Management, National
City Bank

Michael C. Heyman Principal None

David B. Hiller Managing Director None
and Principal

Stephen G. Mullins Principal None

Larry J. Walker Principal None

John W. Ferreby Principal None

Catherine R. Stodghill Senior Investment None
Manager

Erik N. Evans Investment Manager None

Brent A. Bell Investment Manager None

Randall T. Zipfel Manager, None
Information Systems
</TABLE>

AUTHORITY TO ACT AS INVESTMENT ADVISERS

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 advisers believe that they may perform the
services contemplated by the New Advisory Agreements with the Trust as described
in such Agreements and in the Trust's Prospectuses for the respective Funds
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 and future requirements, could prevent the
advisers from performing services for the Trust. If the advisers were to be
prohibited from providing services to the Trust, 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 advisers, or their affiliated and
correspondent banks in connection with shareholder purchases of Trust shares,
the advisers and their affiliated and correspondent banks might be required to
alter materially or discontinue the services offered by them 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

22
<PAGE> 26

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
advisers, or such an affiliate, might offer to provide such services.

APPROVAL OF PROPOSAL 1

In order for Proposal 1 to be adopted with respect to a particular Fund, it
must be approved by a Majority of the Outstanding Shares of that Fund. Shares of
each Fund affected will be voted separately on a Fund-by-Fund basis on Proposal
1.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE NEW ADVISORY AGREEMENTS.

PROPOSAL 2: TO APPROVE CERTAIN CHANGES TO THE FUNDAMENTAL INVESTMENT OBJECTIVES
OF CERTAIN FUNDS

The Board of Trustees believes that the following changes to the investment
objectives of the Mid Cap Regional, Equity Growth and Equity Income Funds of the
Trust will express more clearly and accurately the investment strategies that
will be utilized by National City Bank as it advises these Funds. In connection
with the proposed change of investment objective of the Mid Cap Regional Fund,
the adviser has recommended to the Board that the Fund be permitted to change
its regional focus to a more national focus and that the name of the Fund be
changed to the "Small Cap Value Fund" to more accurately reflect the current
value orientation and capitalization of its portfolio investments. The adviser
considers the current capitalization range of the securities in which the Fund
invests under normal conditions to be more accurately characterized as small
capitalization. With respect to the Equity Growth Fund, the reference to income
as a factor in attempting to achieve a high level of total return would be
removed if the new investment objective were approved by shareholders. In the
case of the Equity Income Fund, the proposed investment objective would clarify
that the Fund's portfolio investments as a whole would seek to provide a premium
current yield.

In addition, the following proposals would change the fundamental
investment objectives of the Mid Cap Regional, Equity Growth and Equity Income
Funds to non-fundamental investment objectives. In contrast with a fundamental
investment objective, a non-fundamental investment objective may be changed
without the approval of shareholders. Neither the 1940 Act nor state securities
laws require a fund's investment objective to be fundamental.

<TABLE>
<CAPTION>
CURRENT INVESTMENT OBJECTIVE PROPOSED NEW INVESTMENT OBJECTIVE
- --------------------------------------------- ---------------------------------------------
<S> <C>
(a) MID CAP REGIONAL FUND
--------------------------
"to seek capital appreciation by investing in "to seek capital appreciation by investing in
a diversified portfolio of publicly traded a diversified portfolio of publicly traded
equity securities of issuers which are equity securities."
domiciled in Ohio, Indiana, Kentucky and This investment objective would be made non-
Pennsylvania and contiguous states and other fundamental.
states in which National City Corporation
affiliates are located."
</TABLE>

23
<PAGE> 27

<TABLE>
<CAPTION>
CURRENT INVESTMENT OBJECTIVE PROPOSED NEW INVESTMENT OBJECTIVE
- --------------------------------------------- ---------------------------------------------
<S> <C>
(b) EQUITY GROWTH FUND
----------------------
"to seek a high level of total return arising "to seek a high level of total return arising
out of capital appreciation and income." primarily out of capital appreciation."
This investment objective would be made non-
fundamental.

(c) EQUITY INCOME FUND
----------------------
"to seek a competitive total rate of return "to seek a competitive total rate of return
through investments in equity and equity through investments in equity and equity
equivalent securities which carry premium equivalent securities which, in the
current yields." aggregate, provide a premium current yield."
This investment objective would be made non-
fundamental.
</TABLE>

APPROVAL OF PROPOSAL 2

In order for Proposal 2(a), (b) or (c) to be adopted with respect to the
affected Fund, it must be approved by a Majority of the Outstanding Shares of
that Fund.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
CHANGING OF THE FUNDAMENTAL INVESTMENT OBJECTIVES SET FORTH IN PROPOSAL 2.

PROPOSAL 3: TO APPROVE CHANGES TO THE FUNDAMENTAL INVESTMENT POLICIES AND
LIMITATIONS OF CERTAIN FUNDS

Certain investment policies and limitations of the Funds are matters of
fundamental policy and may not be changed with respect to a particular Fund
without the approval of its shareholders. The Trust's investment advisers have
recommended to the Board of Trustees that certain of the Funds' fundamental
investment policies and limitations be amended as shown below.

PROPOSAL 3(a)

AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTION ON UNDERWRITING ACTIVITIES

This Proposal 3(a) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds.

For each of these Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may act as an underwriter of No Fund may act as an underwriter of
securities within the meaning of the securities within the meaning of the
Securities Act of 1933 except insofar as it Securities Act of 1933 except insofar as it
might be deemed to be an underwriter upon might be deemed to be an underwriter upon the
disposition of certain portfolio securities disposition of portfolio securities acquired
acquired within the limitation on purchases within the limitation on purchases of
of restricted securities. illiquid securities and except to the extent
that the purchase of obligations directly
from the issuer thereof in accordance with
its investment objective, policies and
limitations may be deemed to be underwriting.
</TABLE>

24
<PAGE> 28

Explanation of Proposed Change: The proposed change would modernize and
make uniform among the Funds the language addressing the ability of the Funds to
act as an underwriter of securities.

PROPOSAL 3(b)

AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTION CONCERNING REAL ESTATE RELATED TRANSACTIONS

This Proposal 3(b) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds.

For the Money Market, Government, Treasury, Tax Exempt, Pennsylvania Tax
Exempt, Ohio Tax Exempt, Mid Cap Regional, Equity Growth and Equity Income
Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase or sell real estate, No Fund may purchase or sell real estate,
except that each Fund may invest in except that it may purchase securities of
securities secured by real estate or issuers which deal in real estate and may
interests therein or issued by companies or purchase securities which are secured by
investment trusts which invest in real estate interests in real estate.
or interests therein. The Pennsylvania Tax
Exempt Fund will not purchase or sell real
estate limited partnership interests.
</TABLE>

For the Pennsylvania Municipal Fund:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
The Fund may not purchase or sell real estate The Fund may not purchase or sell real
or real estate limited partnership interests, estate, except that it may purchase
except to invest in securities or interests securities of issuers which deal in real
of companies which invest in real estate. estate and may purchase securities which are
secured by interests in real estate.
</TABLE>

For the Total Return Advantage, Fixed Income, Enhanced Income, GNMA and
Intermediate Government Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase or sell real estate, or, No Fund may purchase or sell real estate,
in the case of the GNMA and Intermediate except that it may purchase securities of
Government Funds, real estate limited issuers which deal in real estate and may
partnerships, except that the Total Return purchase securities which are secured by
Advantage, Fixed Income and Enhanced Income interests in real estate.
Funds may invest in securities secured by
real estate or interests therein or issued by
companies or investment trusts which invest
in real estate or interests therein.
</TABLE>

Explanation of Proposed Change: The proposed change would modernize, make
uniform among the Funds, and shorten the language addressing the Funds' ability
to invest in real estate.

25
<PAGE> 29

PROPOSAL 3(c)

AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTION CONCERNING COMMODITIES

This Proposal 3(c) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds.

For the Money Market, Government, Treasury, Tax Exempt and Pennsylvania Tax
Exempt Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase or sell commodities or No Fund may invest in commodities, except
commodity contracts or invest in oil, gas, or that as consistent with its investment
other mineral exploration or development objective and policies the Fund may: (a)
programs, except, to the extent appropriate purchase and sell options, forward contracts,
to its investment objective, invest in futures contracts, including without
securities issued by companies which purchase limitation those relating to indices; (b)
or sell financial commodity contracts or purchase and sell options on futures
invest in real estate. contracts or indices; and (c) purchase
publicly traded securities of companies
engaging in whole or in part in such
activities.
</TABLE>

For the Ohio Tax Exempt, Total Return Advantage, Fixed Income, Enhanced
Income, GNMA, Intermediate Government, Mid Cap Regional, Equity Growth and
Equity Income Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase or sell commodities or No Fund may invest in commodities, except
commodity contracts or invest in oil, gas, or that as consistent with its investment
other mineral exploration or development objective and policies the Fund may: (a)
programs, except that a Fund may: (a) to the purchase and sell options, forward contracts,
extent appropriate to its investment futures contracts, including without
objective, invest in securities issued by limitation those relating to indices; (b)
companies which purchase or sell commodities purchase and sell options on futures
or commodity contracts or which invest in contracts or indices; and (c) purchase
such programs; and (b) purchase and sell publicly traded securities of companies
futures contracts and options on futures engaging in whole or in part in such
contracts in accordance with its investment activities.
objective. In addition, each Fund may enter
into forward currency contracts and other
financial instruments in accordance with its
investment objective and policies.
</TABLE>

For the Pennsylvania Municipal Fund:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
The Fund may not purchase or sell commodities The Fund may not invest in commodities,
or commodity contracts or invest in oil, gas, except that as consistent with its investment
or other mineral exploration or development objective and policies the Fund may: (a)
programs or oil, gas and mineral leases, purchase and sell options, forward contracts,
except to the extent appropriate to its futures contracts, including without
investment objective, the Fund may invest in limitation those relating to indices; (b)
securities issued by companies which purchase purchase and sell options on futures
or sell commodities or commodity contracts or contracts or indices; and (c) purchase
which invest in such programs. publicly traded securities of companies
engaging in whole or in part in such
activities.
</TABLE>

Explanation of Proposed Change: The proposed change would modernize, make
uniform among the Funds, and, in some instances, shorten the language addressing
the Funds' investments in commodities but is

26
<PAGE> 30

not intended to signify a change in the Funds' approach to investing in
commodities. The Funds do not intend to engage in the selling of commodities
such as pork, corn and wheat futures or related commodity contracts other than
financial instruments.

PROPOSAL 3(d)

AMENDMENT TO CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
RESTRICTION CONCERNING INDUSTRY CONCENTRATION

This Proposal 3(d) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds.

For the Money Market, Pennsylvania Tax Exempt, Total Return Advantage,
Fixed Income, Enhanced Income, GNMA, Intermediate Government, Mid Cap Regional,
Equity Growth and Equity Income Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase any securities which No Fund may purchase any securities which
would cause 25% or more of the value of its would cause 25% or more of the value of its
total assets at the time of such purchase to total assets at the time of purchase to be
be invested in securities of one or more invested in the securities of one or more
issuers conducting their principal business issuers conducting their principal business
activities in the same industry, provided activities in the same industry, provided
that: (a) there is no limitation with respect that: (a) there is no limitation with respect
to obligations issued or guaranteed by the to obligations issued or guaranteed by the
U.S. government, its agencies or U.S. government, any state, territory or
instrumentalities and repurchase agreements possession of the United States, the District
secured by such obligations, or in the case of Columbia or any of their authorities,
of the Money Market and Pennsylvania Tax agencies, instrumentalities or political
Exempt Funds by domestic branches of U.S. subdivisions, and repurchase agreements
banks and repurchase agreements secured by secured by such instruments, or in the case
such obligations; (b) wholly-owned finance of the Money Market and Pennsylvania Tax
companies will be considered to be in the Exempt Funds, domestic bank obligations and
industries of their parents if their repurchase agreements secured by such
activities are primarily related to financing obligations; (b) wholly-owned finance
the activities of their parents; (c) companies will be considered to be in the
utilities will be classified according to industries of their parents if their
their services, for example, gas, gas activities are primarily related to financing
transmission, electric and gas, electric, and the activities of the parents; (c) utilities
telephone will each be considered a separate will be divided according to their services,
industry; (d) with respect to the GNMA Fund, for example, gas, gas transmission, electric
there is no limit with respect to securities and gas, electric, and telephone will each be
issued by state and local governments. considered a separate industry; and (d)
personal credit and business credit
businesses will be considered separate
industries.
</TABLE>

27
<PAGE> 31

For the Government, Treasury and Tax Exempt Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
The Government Fund may not purchase The Fund may not purchase any securities
securities other than obligations issued or which would cause 25% or more of the value of
guaranteed by the U.S. government, its its total assets at the time of purchase to
agencies or instrumentalities (some of which be invested in the securities of one or more
may be subject to repurchase agreements) and issuers conducting their principal business
securities of other investment companies. activities in the same industry, provided
The Treasury Fund may not purchase any that: (a) there is no limitation with respect
securities other than direct obligations of to obligations issued or guaranteed by the
the U.S. Treasury, such as Treasury bills and U.S. government, any state, territory or
notes and securities of other investment possession of the United States, the District
companies. of Columbia or any of their authorities,
The Tax Exempt Fund may not purchase any agencies, instrumentalities or political
securities other than obligations the subdivisions, and repurchase agreements
interest on which is exempt from federal secured by such instruments, or domestic bank
income tax, stand-by commitments with respect obligations and repurchase agreements secured
to such obligations, and securities of other by such obligations; (b) wholly-owned finance
investment companies. 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 divided according to their services,
for example, gas, gas transmission, electric
and gas, electric, and telephone will each be
considered a separate industry; and (d)
personal credit and business credit
businesses will be considered separate
industries.
</TABLE>

28
<PAGE> 32

For the Ohio Tax Exempt and Pennsylvania Municipal Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase securities (except No Fund may purchase any securities which
securities issued or guaranteed by the United would cause 25% or more of the value of its
States, any state, territory or possession of total assets at the time of purchase to be
the United States, the District of Columbia invested in the securities of one or more
or any of their authorities, agencies, issuers conducting their principal business
instrumentalities or political subdivisions) activities in the same industry, provided
which would cause 25% or more of the Fund's that: (a) there is no limitation with respect
total assets at the time of purchase to be to obligations issued or guaranteed by the
invested in the securities of issuers U.S. government, any state, territory or
conducting their principal business possession of the United States, the District
activities in the same industry. of Columbia or any of their authorities,
agencies, instrumentalities or political
subdivisions, and repurchase agreements
secured by such instruments; (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 divided according to their services,
for example, gas, gas transmission, electric
and gas, electric, and telephone will each be
considered a separate industry; and (d)
personal credit and business credit
businesses will be considered separate
industries.
</TABLE>

Explanation of Proposed Change: The proposed amendment would modernize and
make uniform the language of these restrictions for all Funds. Additionally, the
Government, Treasury and Tax Exempt Funds would be adopting the proposed
industry concentration policy.

PROPOSAL 3(e)

AMENDMENT TO CERTAIN FUNDS' INVESTMENT RESTRICTION
CONCERNING LOANS

This Proposal 3(e) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds.

For each of these Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may make loans, except that each Fund No Fund may make loans, except that each Fund
may purchase or hold debt instruments in may purchase and hold debt instruments and
accordance with its investment objective and enter into repurchase agreements in
policies, each Fund (other than the Tax accordance with its investment objective and
Exempt Fund) may lend portfolio securities, policies and may lend portfolio securities in
and each Fund (other than the Tax Exempt an amount not exceeding one-third of its
Fund) may enter into repurchase agreements in total assets.
accordance with its investment objective and
policies.
</TABLE>

Explanation of Proposed Change: The proposed amendment would modernize the
language of this restriction and conform it to provisions of the 1940 Act. It
would permit those transactions which are not prohibited by current regulatory
interpretations.

29
<PAGE> 33

PROPOSAL 3(f)

AMENDMENT TO CERTAIN FUNDS' INVESTMENT RESTRICTION
CONCERNING BORROWING AND ISSUANCE OF SENIOR SECURITIES

This Proposal 3(f) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds.

For the Money Market, Government, Treasury, Tax Exempt, Ohio Tax Exempt,
Total Return Advantage, Fixed Income, Enhanced Income, Mid Cap Regional, Equity
Growth and Equity Income Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may borrow money or issue senior No Fund may borrow money, issue senior
securities, except that each Fund may borrow securities or mortgage, pledge or hypothecate
from banks and each Fund (other than the Tax its assets except to the extent permitted
Exempt Fund) may enter into reverse under the 1940 Act.
repurchase agreements for temporary purposes As a non-fundamental policy, no Fund will
in amounts not in excess of 10% of the value purchase securities while its outstanding
of its total assets at the time of such borrowings (including reverse repurchase
borrowing; or mortgage, pledge, or agreements) are in excess of 5% of its total
hypothecate any assets except in connection assets. Securities held in escrow or in
with any such borrowing and in amounts not in separate accounts in connection with a Fund's
excess of the lesser of the dollar amounts investment practices described in the Fund's
borrowed or 10% of the value of the Fund's Prospectus or Statement of Additional
total assets at the time of such borrowing. Information are not deemed to be pledged for
Borrowings are intended solely to facilitate purposes of this limitation.
the orderly sale of portfolio securities to
accommodate abnormally heavy redemption
requests and not for leverage purposes. A
Fund will not purchase securities while
borrowings (including reverse repurchase
agreements) in excess of 5% of its total
assets are outstanding.
</TABLE>

For the Pennsylvania Tax Exempt, Pennsylvania Municipal, GNMA and
Intermediate Government Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may borrow money or issue senior No Fund may borrow money, issue senior
securities, except that the Fund may borrow securities or mortgage, pledge or hypothecate
from anyone for temporary purposes in amounts its assets except to the extent permitted
not in excess of 5% of the value of its total under the 1940 Act.
assets at the time of such borrowing; or the As a non-fundamental policy, no Fund will
Fund may borrow from a bank for non-temporary purchase securities while its outstanding
purposes, provided that the borrowing does borrowings (including reverse repurchase
not exceed 33 1/3% of the Fund's net assets. agreements) are in excess of 5% of its total
The Fund will not purchase securities while assets. Securities held in escrow or in
outstanding borrowings equal or exceed 5% of separate accounts in connection with a Fund's
its total assets. investment practices described in the Fund's
Prospectus or Statement of Additional
Information are not deemed to be pledged for
purposes of this limitation.
</TABLE>

Explanation of Proposed Change: The proposed amendment would modernize the
restriction on borrowing and conform it for all Funds. It would expand the Money
Market, Government, Treasury, Tax Exempt, Ohio Tax Exempt, Total Return
Advantage, Enhanced Income, Mid Cap Regional, Equity Growth

30
<PAGE> 34

and Equity Income Funds' power to borrow money from 10% to 33 1/3% of their
total assets at the time of a borrowing. The Funds' current fundamental policies
prevent the purchase of securities while a Fund's borrowings, including reverse
repurchase agreements, are in excess of 5% of a Fund's total assets. This latter
policy is being continued as a non-fundamental policy, which means that the
Board of Trustees can change it without the approval of shareholders. So long as
the Board of Trustees does not change this non-fundamental restriction, this
limitation will continue to limit each Fund's ability to borrow money for
purposes of investment leverage. The Funds have no present intention to use
investment leverage. If they did so at some time in the future, however, such
leverage could increase the opportunity for greater total return, but also
increase the risk of loss if securities purchased with borrowed funds decline in
value. Borrowed funds are subject to interest costs.

Under the 1940 Act, an open-end investment company may not issue senior
securities except under certain conditions. The proposed amendment would clarify
and modernize the language concerning senior securities to conform to provisions
of the 1940 Act. It would allow those transactions which are not prohibited by
current regulatory interpretations.

APPROVAL OF PROPOSAL 3

In order for Proposals 3(a), (b), (c), (d), (e) and (f) to be adopted for a
particular Fund, they must be approved by a Majority of the Outstanding Shares
of that Fund. Shares of each Fund affected will be voted separately on a
Fund-by-Fund basis on Proposal 3(a), (b), (c), (d), (e) and (f).

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
CHANGING OF THE FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS AS SET FORTH IN
PROPOSAL 3.

PROPOSAL 4: TO APPROVE CHANGES OF CERTAIN FUNDAMENTAL INVESTMENT POLICIES AND
LIMITATIONS TO NON-FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS

The following proposals would change certain fundamental investment
policies and limitations of the Money Market, Government, Treasury, Tax Exempt,
Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal, Total Return
Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate Government, Mid Cap
Regional, Equity Growth and Equity Income Funds to non-fundamental investment
policies and limitations. Unlike a fundamental policy or limitation, a
non-fundamental investment policy or limitation may be changed without the
approval of shareholders. These proposals would avoid the delay and expense of a
shareholder vote in the event that the permissible guidelines for such
investments or the financial markets change in the future. Neither the 1940 Act
nor state securities laws require such policies to be fundamental. Shareholders
of the Core Equity, International Equity and Small Cap Growth Funds are not
being asked to approve these proposals because they presently have in place
substantially identical investment policies and limitations that are
non-fundamental.

PROPOSAL 4(a)

RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING INVESTMENTS
IN OTHER INVESTMENT COMPANIES

This Proposal 4(a) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Pennsylvania Municipal, Total Return
Advantage, Fixed Income, Enhanced Income, GNMA and Intermediate Government Funds
of the Trust.

31
<PAGE> 35

For the Money Market, Government, Treasury, Tax Exempt, and Pennsylvania
Tax Exempt Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase securities of other This restriction would be made
investment companies except in connection non-fundamental.
with a merger, consolidation, acquisition or
reorganization or where otherwise permitted
by the 1940 Act (but only in securities of
other investment companies which seek to
maintain a constant net asset value per share
and which are permitted themselves to invest
only in securities which may be acquired by
the Fund).
</TABLE>

For the Pennsylvania Municipal, Total Return Advantage, Fixed Income,
Enhanced Income, GNMA and Intermediate Government Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase securities of other This restriction would be made
investment companies, except as permitted by non-fundamental.
the 1940 Act and the rules and regulations
thereunder.
</TABLE>

PROPOSAL 4(b)

RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING INVESTMENTS
IN ILLIQUID SECURITIES

This Proposal 4(b) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Total Return Advantage,
Fixed Income, Enhanced Income, GNMA, Intermediate Government, Mid Cap Regional,
Equity Growth and Equity Income Funds of the Trust.

For the Money Market, Government, Treasury, Tax Exempt and Pennsylvania Tax
Exempt Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may invest more than 10% of the value This restriction would be made
of its net assets in illiquid securities, non-fundamental.
including repurchase agreements with
remaining maturities in excess of seven days,
non-negotiable time deposits, and other
securities which are not readily marketable.
</TABLE>

For the Ohio Tax Exempt, Fixed Income and Equity Growth Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may invest more than 10% of the value This restriction would be made
of its net assets in illiquid securities, non-fundamental.
including repurchase agreements with
remaining maturities in excess of seven days,
non-negotiable time deposits, certificates of
participation without corresponding
remarketing agreements, and other securities
which are not readily marketable.
</TABLE>

32
<PAGE> 36

For the Total Return Advantage, Enhanced Income, Mid Cap Regional and
Equity Income Funds:

For the GNMA and Intermediate Government Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may invest in illiquid securities in This restriction would be made
an amount exceeding, in the aggregate, 15% of non-fundamental.
its net assets.
</TABLE>

PROPOSAL 4(c)

RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING
PURCHASING SECURITIES ON MARGIN

This Proposal 4(c) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds of the
Trust.

For the Money Market, Government, Treasury, Tax Exempt, Pennsylvania Tax
Exempt and Pennsylvania Municipal Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase securities on margin, This restriction would be made
make short sales of securities, or maintain a non-fundamental.
short position, except that the Pennsylvania
Tax Exempt and Pennsylvania Municipal Funds
may obtain short-term credits as necessary
for the clearance of security transactions in
accordance with their respective investment
objectives.
</TABLE>

For the Ohio Tax Exempt, Total Return Advantage, Fixed Income, Enhanced
Income, GNMA, Intermediate Government, Mid Cap Regional, Equity Growth and
Equity Income Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase securities on margin, This restriction would be made
make short sales of securities, or maintain a non-fundamental.
short position, except that (i) each Fund may
purchase and sell futures contracts and
options on futures contracts in accordance
with its investment objective; and (ii) the
GNMA Fund may obtain short term credits as
necessary for the clearance of securities
transactions and make short sales "against
the box" as described in its Prospectus.
</TABLE>

33
<PAGE> 37

PROPOSAL 4(d)

RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING PURCHASING SECURITIES OF COMPANIES
FOR THE PURPOSE OF EXERCISING CONTROL

This Proposal 4(d) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania Municipal,
Total Return Advantage, Fixed Income, Enhanced Income, GNMA, Intermediate
Government, Mid Cap Regional, Equity Growth and Equity Income Funds of the
Trust.

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may invest in any issuer for the This restriction would be made
purpose of exercising control or management. non-fundamental.
</TABLE>

PROPOSAL 4(e)

RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING THE
WRITING OR SELLING OF PUT OPTIONS, CALL OPTIONS,
STRADDLES, SPREADS OR ANY COMBINATION THEREOF

This Proposal 4(e) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Ohio Tax Exempt, Total Return Advantage, Fixed Income, Enhanced
Income, GNMA, Intermediate Government, Mid Cap Regional, Equity Growth and
Equity Income Funds of the Trust.

For the Money Market, Government, Treasury, Tax Exempt, Ohio Tax Exempt,
Fixed Income, GNMA, Intermediate Government and Equity Growth Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may write or purchase put options This restriction would be made
except stand-by commitments, call options, non-fundamental.
straddles, spreads, or any combination
thereof, except that the Ohio Tax Exempt,
Fixed Income, GNMA, Intermediate Government
and Equity Growth Funds may purchase and sell
futures contracts and options on futures
contracts in accordance with their respective
investment objectives.
</TABLE>

For the Total Return Advantage, Enhanced Income, Mid Cap Regional and
Equity Income Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may write puts, calls or combinations This restriction would be made
thereof, except for transactions in: options non-fundamental.
on securities, financial instruments,
currencies and indices of securities; futures
contracts; options on futures contracts;
forward currency contracts; interest rate
swaps; and similar instruments.
</TABLE>

34
<PAGE> 38

PROPOSAL 4(f)

RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING INVESTMENT IN
SECURITIES HELD BY CERTAIN PERSONS RELATED TO THE TRUST

This Proposal 4(f) is applicable to the Money Market, Government, Treasury,
Tax Exempt, Ohio Tax Exempt, Total Return Advantage, Fixed Income, Enhanced
Income, GNMA, Intermediate Government, Mid Cap Regional, Equity Growth and
Equity Income Funds.

For each of these Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase or retain securities of This restriction would be made
any issuer if the officers or trustees of the non-fundamental.
Trust or the officers or directors of its
investment advisers owning beneficially more
than one-half of 1% of the securities of such
issuer together own beneficially more than 5%
of such securities.
</TABLE>

PROPOSAL 4(g)

RECLASSIFICATION OF THE FUNDAMENTAL INVESTMENT
RESTRICTION REGARDING INVESTMENT IN SECURITIES OF
COMPANIES WITH LESS THAN A THREE YEAR OPERATING HISTORY

This Proposal 4(g) is applicable to the Tax Exempt, GNMA and Intermediate
Government Funds.

For the Tax Exempt Fund:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
The Fund may not invest in private activity This restriction would be made
bonds where the payment of principal and non-fundamental.
interest is the responsibility of a company
(including its predecessors) with less than
three years of continuous operation.
</TABLE>

For the GNMA and Intermediate Government Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
These Funds may not purchase securities of This restriction would be made
any company which has (with predecessors) a non-fundamental.
record of less than three years continuing
operations, if, as a result, more than 5% of
the total assets of each such Fund (taken at
current value) would be invested in such
securities.
</TABLE>

35
<PAGE> 39

PROPOSAL 4(h)

RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING INVESTMENTS IN
SECURITIES OF ANY ONE ISSUER

This Proposal 4(h) is applicable to the Ohio Tax Exempt and Pennsylvania
Municipal Funds:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
No Fund may purchase securities of any one This restriction would be made
issuer (other than obligations issued or non-fundamental.
guaranteed by the U.S. government, its
agencies or instrumentalities) if,
immediately after and as a result of such
purchase, (a) more than 5% of the value of
the Fund's total assets would be invested in
such issuer, or (b) 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, 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.
</TABLE>

PROPOSAL 4(i)

RECLASSIFICATION OF THE FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING
MAINTAINING A STABLE NET ASSET VALUE

This Proposal 4(i) is applicable to the Pennsylvania Tax Exempt Fund:

<TABLE>
<CAPTION>
CURRENT PROPOSED
- --------------------------------------------- ---------------------------------------------
<S> <C>
It is a fundamental policy of the Fund to use This restriction would be made
its best efforts to maintain a constant net non-fundamental. The Fund will use its best
asset value of $1.00 per share. efforts to maintain a constant net asset
value of $1.00 per share.
</TABLE>

Explanation of Proposed Change: The Securities and Exchange Commission
currently requires a money market fund, such as the Pennsylvania Tax Exempt
Fund, to attempt to maintain a constant net asset value of $1.00 per share.
However, a Fund policy to that effect does not need to be fundamental. The Board
of Trustees has no current intention to change the Fund's policy to permit it to
seek a net asset value that could fluctuate, even if the Securities and Exchange
Commission were to permit such a change.

APPROVAL OF PROPOSAL 4

In order for Proposals 4(a), (b), (c), (d), (e), (f), (g), (h) and (i) to
be adopted for a particular Fund, they must be approved by a Majority of the
Outstanding Shares of that Fund. Shares of each Fund affected will be voted
separately on a Fund-by-Fund basis on Proposal 4(a), (b), (c), (d), (e), (f),
(g), (h) and (i).

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
CHANGING OF THE FUNDAMENTAL INVESTMENT POLICIES AND LIMITATIONS SET FORTH IN
PROPOSAL 4 TO NON-FUNDAMENTAL POLICIES AND LIMITATIONS.

36
<PAGE> 40

PROPOSAL 5: TO APPROVE A CHANGE IN CERTAIN FUNDS' FUNDAMENTAL INVESTMENT
OBJECTIVES TO NON-FUNDAMENTAL INVESTMENT OBJECTIVES

Currently, the investment objective of the Money Market, Government,
Treasury, Tax Exempt, Pennsylvania Tax Exempt, Ohio Tax Exempt, Pennsylvania
Municipal, Total Return Advantage, Fixed Income, Enhanced Income, GNMA and
Intermediate Government Funds is fundamental. Like a fundamental policy, a
fundamental investment objective may be changed only upon the approval of
shareholders. Rendering the investment objectives non-fundamental would avoid
the delay and expense of a shareholder vote in the event that circumstances
should change such that the Board of Trustees deemed the current objective to be
no longer in the best interests of the particular Fund's shareholders. Neither
the 1940 Act nor state securities laws require a Fund's investment objective to
be fundamental. Shareholders of the Core Equity, International Equity and Small
Cap Growth Funds are not being asked to vote on these proposals since they
presently have non-fundamental investment objectives.

<TABLE>
<CAPTION>
CURRENT INVESTMENT OBJECTIVE PROPOSED NEW INVESTMENT OBJECTIVE
- --------------------------------------------- ---------------------------------------------
<S> <C>
(a) MONEY MARKET FUND
----------------------
"to seek as high a level of current income as This investment objective would be made non-
is consistent with liquidity and stability of fundamental.
principal."

(b) GOVERNMENT FUND>
-------------------
"to seek as high a level of current income as This investment objective would be made non-
is consistent with liquidity and stability of fundamental.
principal."
(c) TREASURY FUND
---------------
"to seek as high a level of current income as This investment objective would be made non-
is consistent with liquidity and stability of fundamental.
principal."

(d) TAX EXEMPT FUND
-------------------
"to provide as high a level of current This investment objective would be made non-
interest income exempt from federal income fundamental.
tax as is consistent with liquidity and
stability of principal."

(e) PENNSYLVANIA TAX EXEMPT FUND
----------------------------------
"to provide current income exempt from This investment objective would be made non-
regular federal income tax and Pennsylvania fundamental.
personal income taxes, consistent with
stability of principal."

(f) OHIO TAX EXEMPT FUND
-------------------------
"to provide as high a level of interest This investment objective would be made non-
income exempt from federal income tax and, to fundamental.
the extent possible, from Ohio income tax, as
is consistent with conservation of capital."

(g) PENNSYLVANIA MUNICIPAL FUND
--------------------------------
"to provide current income exempt from both This investment objective would be made non-
regular federal income and Pennsylvania fundamental.
personal income taxes while preserving
capital."

(h) TOTAL RETURN ADVANTAGE FUND
--------------------------------
"to provide a total rate of return, income This investment objective would be made non-
and price appreciation greater than that of fundamental.
popular market indices with similar maturity
and quality characteristics."
</TABLE>

37
<PAGE> 41

<TABLE>
<CAPTION>
CURRENT INVESTMENT OBJECTIVE PROPOSED NEW INVESTMENT OBJECTIVE
- --------------------------------------------- ---------------------------------------------
<S> <C>
(i) FIXED INCOME FUND
--------------------
"to provide as high a level of current income This investment objective would be made non-
as is consistent with prudent investment fundamental.
risk".

(j) ENHANCED INCOME FUND
-------------------------
"to seek a total rate of return greater than This investment objective would be made non-
that of the Merrill Lynch 1-3 year Treasury fundamental.
Index."

(k) GNMA FUND
--------------
"to seek the highest level of current income This investment objective would be made non-
consistent with preservation of capital and a fundamental.
high degree of liquidity by investing
primarily in mortgage pass-through securities
guaranteed by the Government National
Mortgage Association."

(l) INTERMEDIATE GOVERNMENT FUND
---------------------------------
"to seek preservation of capital and a high This investment objective would be made non-
degree of liquidity while providing current fundamental.
income."
</TABLE>

APPROVAL OF PROPOSAL 5

In order for Proposal 5(a), (b), (c), (d), (e), (f), (g), (h), (i), (j),
(k) or (l) to be adopted for a particular Fund, it must be approved by a
Majority of the Outstanding Shares of that Fund. Shares of each Fund affected
will be voted separately on a Fund-by-Fund basis on Proposal 5(a), (b), (c),
(d), (e), (f), (g), (h), (i), (j), (k) and (l).

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
CHANGING OF THE FUNDAMENTAL INVESTMENT OBJECTIVES SET FORTH IN PROPOSAL 5 TO
NON-FUNDAMENTAL INVESTMENT OBJECTIVES.

PROPOSAL 6: ELECTION OF TRUSTEES

Eight Trustees, constituting the entire Board of Trustees, are to be
elected at the Meeting. Each Trustee so elected will hold office until the next
meeting of shareholders and until his successor is elected and qualifies, or
until his term as a Trustee is terminated as provided in the Trust's Code of
Regulations. The persons named as proxies in the accompanying proxy have been
designated by the Board of Trustees and intend to vote for the nominees named
below.

Messrs. Neary, Carter, Durkott, Furst, Gherlein and Pullen are incumbent
Trustees. Messrs. Carter, Durkott, Furst and Pullen were last elected by
shareholders at a meeting held on November 4, 1993. Messrs. Neary and Gherlein
were appointed to the Board of Trustees on February 15, 1996 and July 17, 1997,
respectively. In addition, Messrs. Durkott, Furst, Gherlein, Neary, Pullen and
Tullis, non-interested Trustees who comprise the Nominating Committee of the
Board of Trustees, have nominated Messrs. Farling and Martens as additional
Trustees to be voted on by the shareholders.

All Shares represented by valid proxies will be voted in the election of
Trustees for each nominee named below, unless authority to vote for a particular
nominee is withheld. Should any nominee withdraw from the election or otherwise
be unable to serve, the named proxies will vote for the election of such
substitute nominee as the Board of Trustees may recommend unless a decision is
made to reduce the number of Trustees serving on the Board. The following table
sets forth certain information about the nominees:

38
<PAGE> 42

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
- ------------------------- ------------------------- ----------------------------------------
<S> <C> <C>
Robert D. Neary Chairman of the Board Retired Co-Chairman of Ernst & Young,
32980 Creekside Drive since November 1996; April 1984-September 1993; Director,
Pepper Pike, OH 44124 Trustee since February Cold Metal Products, Inc., since March
Age 64 1996. 1994; Director, Zurn Industries, Inc.
(building products and construction
services), since June 1995.
Leigh Carter* Trustee since November Retired President and Chief Operating
13901 Shaker Blvd., #6B 1993. Officer, B.F. Goodrich Company, August
Cleveland, OH 44120 1986 to September 1990; Director, Adams
Age 72 Express Company (closed-end investment
company), since April 1982; Director,
Acromed Corporation (producer of spinal
implants), since June 1992; Director,
Petroleum & Resources Corp., since April
1987; Director, Morrison Products
(manufacturer of blower fans and air
moving equipment), since April 1983;
Director, Kirtland Capital Corp.
(privately funded investment group),
since January 1992.

John F. Durkott Trustee since November President and Chief Operating Officer,
8600 Allisonville Road 1993. Kittle's Home Furnishings Center, Inc.,
Indianapolis, IN 46250 since January 1982; partner, Kittles
Age 53 Bloomington Property Company, since
January 1981; partner, KK&D (Affiliated
Real Estate Companies of Kittle's Home
Furnishings Center), since January 1989.

Robert J. Farling* Nominee for Trustee. Chairman, President and Chief Executive
1608 Balmoral Way Officer, Centerior Energy (electric
Westlake, OH 44145 utility), since March 1992; Director,
Age 60 National City Corporation (bank holding
company).

Richard W. Furst, Dean Trustee since June 1990. Professor of Finance and Dean, Carol
600 Autumn Lane Martin Gatton College of Business and
Lexington, KY 40502 Economics, University of Kentucky, since
Age 59 1981; Director, The Seed Corporation
(restaurant group), since 1990;
Director, Foam Design, Inc.
(manufacturer of industrial and
commercial foam products), since 1993.

Gerald L. Gherlein Trustee since July 1997. Executive Vice-President and General
3679 Greenwood Drive Counsel, Eaton Corporation (global
Pepper Pike, OH 44124 manufacturing), since 1991; Trustee,
Age 59 Meridia Health System (four hospital
health system); Trustee, WVIZ
Educational Television (public
television).
</TABLE>

39
<PAGE> 43

<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
POSITION WITH DURING PAST 5 YEARS
NAME AND ADDRESS THE TRUST AND OTHER AFFILIATIONS
- ------------------------- ------------------------- ----------------------------------------
<S> <C> <C>
Herbert R. Martens, Jr.* President since July Executive Vice President, National City
c/o NatCity 1997; Nominee for Corporation (bank holding company),
Investments, Inc. Trustee. since July 1997; Chairman and Chief
1965 E. Sixth Street Executive Officer, NatCity Investments,
Cleveland, OH 44114 Inc. (investment banking), since July
Age 45 1995; President and Chief Executive
Officer, Raffensperger, Hughes & Co.
(broker-dealer), from 1993 until 1995;
President, Reserve Capital Group, from
1990 until 1993.

J. William Pullen Trustee since May 1993. 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
Age 58 (rental subsidiary of Whayne Supply
Co.), since 1988.
</TABLE>

- ---------------

* Mr. Carter is an "interested person" of the Trust, as defined in the 1940 Act,
due to his ownership of 7,200 shares of stock of National City Corporation,
the parent corporation of National City Bank. Mr. Martens is an "interested
person" because (1) he is an Executive Vice President of National City
Corporation, (2) he owns shares of common stock and options to purchase common
stock of National City Corporation, (3) he is the Chief Executive Officer of
NatCity Investments, Inc., a broker-dealer affiliated with National City Bank,
and (4) he is President of the Trust. As of the date of this Proxy Statement,
Mr. Farling is an "interested person" of the Trust because he is a director of
National City Corporation, the parent corporation to National City Bank.
Moreover, he currently holds 1,000 shares of stock of National City
Corporation. Mr. Farling has indicated his intention to resign from National
City Corporation's Board of Directors effective October 21, 1997 and his
intention to sell all shares of National City Corporation's stock before the
Meeting. Consequently, as of the date of the Meeting, Mr. Farling is not
expected to be an "interested person" of the Trust.

Each Trustee receives an annual fee of $7,500 plus $2,500 for each Board
meeting attended and is reimbursed for reasonable 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, 1997, the
Trust's Trustees and officers as a group received aggregate fees of $125,000.
The Trustees and officers of the Trust own less than 1% of the outstanding
Shares of the Trust.

40
<PAGE> 44

The following table summarizes the compensation for each of the Trustees of
the Trust for the fiscal year ended May 31, 1997:

<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS ACCRUED TOTAL
AGGREGATE AS PART OF ESTIMATED COMPENSATION
NAME OF COMPENSATION THE TRUST'S ANNUAL BENEFITS FROM THE
PERSON, POSITION FROM THE TRUST EXPENSES UPON RETIREMENT TRUST
- -------------------------------------- -------------- ---------------- --------------- ------------
<S> <C> <C> <C> <C>
Robert D. Neary, Chairman and
Trustee............................. $ 18,750 $0 $ 0 $ 18,750
Thomas R. Benua, Jr., Trustee*........ $ 17,500 $0 $ 0 $ 17,500
Leigh Carter, Trustee................. $ 17,500 $0 $ 0 $ 17,500
John F. Durkott, Trustee.............. $ 17,500 $0 $ 0 $ 17,500
Robert J. Farling, Nominee............ ** ** ** **
Richard W. Furst, Trustee............. $ 17,500 $0 $ 0 $ 17,500
Gerald L. Gherlein, Trustee........... ** ** ** **
Herbert R. Martens, Jr., President and
Nominee............................. ** ** ** **
J. William Pullen, Trustee............ $ 17,500 $0 $ 0 $ 17,500
Richard B. Tullis, Trustee*........... $ 18,750 $0 $ 0 $ 18,750
</TABLE>

- ---------------

* Mr. Benua resigned as Trustee effective July 17, 1997. Mr. Tullis, while
currently a Trustee, intends to resign on November 19, 1997 upon the election
of a new Board of Trustees.

** Messrs. Farling, Gherlein and Martens were not Trustees of the Trust during
the fiscal year ended May 31, 1997.

During the fiscal year ended May 31, 1997, there were four regular meetings
of the Board of Trustees as follows: August 30, 1996; November 15, 1996;
February 10, 1997; and May 22, 1997. Messrs. Neary, Benua, Carter, Durkott,
Furst, Pullen and Tullis, comprising the entire Board of Trustees during such
period, each attended each of these meetings of the Board. During the current
fiscal year to date, the Board of Trustees has met on July 17, 1997 and
September 17, 1997. Messrs. Neary, Benua (who resigned as Trustee on July 17,
1997), Carter, Durkott, Furst, Gherlein (who became a Trustee as of July 17,
1997), Pullen and Tullis each attended the meeting on July 17, 1997. Messrs.
Neary, Carter, Durkott, Furst, Gherlein, Pullen and Tullis each attended the
meeting on September 17, 1997.

APPROVAL OF PROPOSAL 6

In order for Proposal 6 to be adopted, it must be approved by a plurality
of the votes cast by Shareholders of the Trust.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE TO THE BOARD OF TRUSTEES.

41
<PAGE> 45

ADDITIONAL INFORMATION

BENEFICIAL OWNERS OF THE TRUST

As of September 30, 1997, the following persons owned of record 5 percent
or more of the shares of the Funds of the Trust:

ARMADA GOVERNMENT FUND (INSTITUTIONAL)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
National City Bank................................... 356,735, 929.00 42.60%
Trust Operations
Operations Center
3rd Floor Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 183,863,406.47 21.96%
Operations Center
3rd Floor North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 72,219,843.47 8.62%
Trust Operations
Operations Center
3rd Floor Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
National City Bank................................... 71,799,005.46 8.57%
Trust Operations
Operations Center
3rd Floor Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
National City Bank................................... 51,420,736.51 6.14%
Trust Operations
Operations Center
3rd Floor Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
Columbia Veba........................................ 43,099,575.00 5.15%
c/o National City Bank KY
101 S. 5th St.
Louisville, KY 40202
ARMADA TAX EXEMPT FUND (INSTITUTIONAL)
National City Bank................................... 105,393,727.95 29.14%
Trust Operations
Operations Center
3rd Floor, North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
</TABLE>

42
<PAGE> 46

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
National City Bank................................... 44,845,738.30 12.40%
Trust Operations
Operations Center
3rd Floor, North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 43,953,860.09 12.15%
Trust Operations
Operations Center
3rd Floor, North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 40,328,738.72 11.15%
Trust Operations
Operations Center
3rd Floor, North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 29,482,469.39 8.15%
Trust Operations
Operations Center
3rd Floor, North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 24,851,364.95 6.87%
Trust Operations
Operations Center
3rd Floor, North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 23,037,463.66 6.37%
Trust Operations
Operations Center
3rd Floor, North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389

ARMADA ENHANCED INCOME FUND (INSTITUTIONAL)
Sheldon & Co......................................... 3,405,777.57 47.78%
Future Quest -- c/o National City Bank
Attn: Trust Mutual Funds
PO Box 94717
Cleveland OH 44101-4717
Sheldon & Co......................................... 2,404,211.87 33.73%
Future Quest -- c/o National City Bank
Attn: Trust Mutual FDS
PO Box 94777
Cleveland, OH 44101-4777
</TABLE>

43
<PAGE> 47

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
Key Trust Company.................................... 667,003.30 9.36%
FBO St. Luke's Self Insurance
800 Superior Ave.
PO Box 94717
Cleveland, OH 44101-4717

ARMADA EQUITY INCOME FUND (INSTITUTIONAL)
National City Bank, Cleveland........................ 3,106,654.06 32.62%
National City Non-Contributory
Retirement Trust
Attn: Trust Mutual Funds
Cleveland, OH 44101-4777
c/o National City Bank............................... 1,360,483.40 14.29%
Sheldon & Co. -- Pathway 49
Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
Whitelaw and Co...................................... 876,767.02 9.21%
Daily Valuation Account
PO Box 94777
Attn: Trust Mutual Funds
Cleveland, OH 44101-4777

ARMADA MID CAP REGIONAL FUND (INSTITUTIONAL)
Sheldon & Co......................................... 5,456,685.60 37.67%
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
Sheldon & Co......................................... 3,762,358.71 25.97%
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
Sheldon & Co. -- Pathway 49.......................... 2,325,106.61 16.05%
c/o National City Bank
Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
National City Bank, Whitelaw & Co.................... 1,202,583.76 8.30%
Daily Valuation Account
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-47777
Sheldon & Co......................................... 1,030,216.61 7.11%
c/o National City Bank
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
</TABLE>

44
<PAGE> 48

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
ARMADA TOTAL RETURN ADVANTAGE FUND (INSTITUTIONAL)
Sheldon & Co......................................... 15,117,666.76 55.33%
Attn: Trust Mutual Funds
PO Box 94984
Cleveland, OH 44101-4984
Sheldon & Co......................................... 7,106,974.96 26.01%
PO Box 94777
Attn: Trust Mutual Funds
Cleveland, OH 44101-4777
Sheldon & Co. TTEE................................... 4,008,317.37 14.67%
c/o National City Bank
PO Box 94777
Attn: Trust Mutual Funds
Cleveland, OH 44101-4777

ARMADA MONEY MARKET FUND (INSTITUTIONAL)
National City Bank................................... 594,948,785.84 29.51%
Operations Center
3rd Floor North Annex
4100 W. 150th Street
Cleveland, OH 44135-1389
National City Bank................................... 283,512,414.38 14.06%
Trust Operations
Operation Center
3rd Floor, N. Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
National City Bank................................... 202,371,131.37 10.04%
Trust Operations
Operations Center
3rd Floor N. Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
National City Bank................................... 170,834,378.64 8.47%
Trust Operations
Operations Center
3rd Floor N. Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
</TABLE>

45
<PAGE> 49

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

ARMADA PENNSYLVANIA TAX EXEMPT FUND (INSTITUTIONAL)
National City Bank................................... 61,689,415.98 99.64%
Trust Operations
Operations Center
3rd Floor Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
Jessie L. Peters..................................... 4,218,948.28 6.18%
RD #3 Box 26
Franklin, PA 16323

ARMADA PENNSYLVANIA MUNICIPAL FUND (INSTITUTIONAL)
National City Bank................................... 3,545,286.94 98.18%
Sheldon & Co. Pathway -- 49
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777

ARMADA EQUITY GROWTH FUND (INSTITUTIONAL)
National City Corporation............................ 3,093,964 22.23%
1900 East Ninth St.
Cleveland, OH 44114

ARMADA INTERNATIONAL EQUITY FUND (INSTITUTIONAL)
National City........................................ 6,233,346.63 70.46%
Non-Contributory Retirement Trust
Trust Mutual FDS
PO Box 94777
Cleveland, OH 44101-4777
Whitelaw & Co........................................ 1,050,651.30 11.88%
c/o National City
Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
</TABLE>

46
<PAGE> 50

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
Whitelaw & Co........................................ 844,018.66 9.54%
c/o National City
Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
The Columbus Foundation.............................. 645,109.67 5.07%
1234 East Broad St.
Columbus, OH 43205-1463

ARMADA SMALL CAP GROWTH FUND (INSTITUTIONAL)
National City........................................ 1,893,587.28 73.71%
Non-Contributory Retirement Trust
Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
Whitelaw and Co...................................... 222,294.99 8.65%
c/o National City
Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
National City Bank................................... 210,799.00 8.18%
Sheldon & Co. Pathway -- 49
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777

ARMADA CORE EQUITY FUND (INSTITUTIONAL)
National City........................................ 10,451,067.04 99.85%
Non-Contributory Retirement Trust
Trust Mutual FDS
PO Box 94777
Cleveland, OH 44101-4777

ARMADA OHIO TAX EXEMPT FUND (INSTITUTIONAL)
Sheldon and Co....................................... 7,977,224.69 90.12%
National City Bank
Trust Mutual Funds
PO Box 5756
Cleveland, OH 44193-0001

ARMADA TREASURY FUND (INSTITUTIONAL)
National City Bank................................... 75,315,334.64 28.98%
Trust Operations
Operations Center
3rd Floor, N Annex
4100 W. 150th St.
Cleveland, OH 44135-1389
</TABLE>

47
<PAGE> 51

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

ARMADA FIXED INCOME FUND (INSTITUTIONAL)
SEI Trust Company.................................... 939,967.06 7.39%
Attn: Mutual Fund Administrator
One Freedom Valley Dr.
Oaks, PA 19456
Kencourt & Co. (45).................................. 815,597.80 6.41%
Attn: Mutual Funds 3rd Floor
PO Box 94777
Cleveland, OH 44101-4777
Bancohio National BK TTEE............................ 645,109.67 5.07%
Columbus FDN Field of Interest
Attn: Trust Mutual Fund
PO Box 94777
Cleveland, OH 44101-4777

ARMADA INTERMEDIATE GOVERNMENT FUND (INSTITUTIONAL)
National City Bank................................... 9,221,180.16 97.82%
Sheldon & Co. Pathway -- 49
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777
</TABLE>

48
<PAGE> 52

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
GNMA FUND (INSTITUTIONAL)
National City Bank................................... 6,081,801.46 91.52%
Sheldon & Co. Pathway -- 49
Attn: Trust Mutual Funds
PO Box 94777
Cleveland, OH 44101-4777

ARMADA TAX EXEMPT FUND (RETAIL)
Wheat First Securities............................... 43,958,154.56 68.02%
PO Box 6629
Glen Allen, VA 23058-6629
Cleveland............................................ 5,844,844.72 9.04%
FBO PCG/ Retail Sweep Customer
c/o National City Bank of Cleveland
770 W. Broad Street Loc. 16-0347
Columbus, OH 43222-1419
Northeast............................................ 4,852,573.41 7.51%
National City Bank, North East
FBO PCG/Retail Sweep Customers
Cash Management Operations
770 W. Broad St. 16-0347
Columbus, OH 43222-1419
Perry Construction Group............................. 4,274,000.00 6.63%
General Account
1440 W 21st St.
Erie, PA 16512-2091
David H. & Edris Weis................................ 3,948,363.84 6.13%
JT Ten
144 Thornberry
Pittsburgh, PA 15235-2643
Martin and Mary Walker............................... 3,527,293.16 5.47%
c/o Morwal Investments
24500 Center Ridge Rd., Ste. 275
Westlake, OH 44145-5690
Jane M. Johnson...................................... 1,185,170.54 5.39%
14 W. Woodland Rd.
Pittsburgh, PA 15232-2825
Recmix of Pennsylvania, Inc.......................... 3,326,000.00 5.16%
586 Plum Rd.
Canonsbug, PA 15317-9773
National City Bank of Indiana........................ 3,327,272.34 5.15%
FBO PCG/Retail Sweep Customers
Cash Management Operations
770 W. Broad St. Loc. 16-0347
Columbus, OH 43222-1419
</TABLE>

49
<PAGE> 53

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
ARMADA TREASURY FUND (RETAIL)
Wheat First Securities............................... 2,585,906.64 39.87%
PO Box 6629
Glen Allen, VA 23058-6629
Doctor's Hospital Developement Foundation............ 568,278.19 8.92%
1100 Dennison Ave.
Columbus, OH 43201-3262
Pittsburgh Pediatric Research, Inc................... 376,578.16 8.32%
253 Kenforest Dr.
Pittsburgh, PA 15216-1133
Warner Theater Presentation.......................... 418,057.68 6.45%
Trust Corp
PO Box 1645
Erie, PA 16507-0645
Cleveland............................................ 400,022.28 6.17%
FBO PCG/Retail Sweep Customer
770 W. Broad St. Loc. 16-0347
Columbus, OH 43222-1419
Estate of Barbara Cass............................... 380,880.22 5.98%
Anita Fellner Executrix
c/o Richard Crone
1500 PPG Place
Pittsburgh, PA 15222
National City Bank of Kentucky....................... 376,578.16 5.81%
FBO PCG/Retail Sweep Customers
Cash Management Operations
770 W. Broad St. Loc. 16-0347
Columbus, OH 43222-1419

ARMADA PENNSYLVANIA TAX EXEMPT FUND (RETAIL)
Pennsylvania......................................... 16,842,000.00 76.67%
FBO Corporate Autosweep Customers
c/o National City Bank of PA
300 Fourth St. 2-191
Pittsburgh, PA 15278-0001
National City Bank of Pennsylvania................... 3,497,787.73 15.92%
FBO PCG/Retail Sweep Customers
Cash Management Operations
770 W. Broad St. Loc. 16-0347
Columbus, OH 43222-1419
</TABLE>

50
<PAGE> 54

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
ARMADA MONEY MARKET FUND (RETAIL)
Wheat First Securities............................... 243,715,496.48 56.23%
PO Box 6629
Glen Allen, VA 23058-6629
Pennsylvania......................................... 156,256,000.00 36.05%
FBO Corporate Autosweep Customers
c/o National City Bank of PA
300 Fourth Street 2-191
Pittsburgh, PA 15278-0001

ARMADA GOVERNMENT FUND (RETAIL)
Pennsylvania......................................... 165,939,000.00 86.25%
FBO Corporate Autosweep Customers
c/o National City Bank of PA
300 Fourth St. 2-191
Pittsburgh, PA 15278-0001
Wheat First Securities............................... 20,993,842.79 10.91%
PO Box 6629
Glen Allen, VA 23058-6629

ARMADA FIXED INCOME FUND (RETAIL)
Wheat First FBO...................................... 102,650.52 29.61%
INTRAC
Attn: Gary Ream
8440 Woodfield Crossing Blvd.
Indianapolis, IN 46240-2476
Wheat First FBO...................................... 51,840.36 14.95%
BF Beverage Co, Inc.
3150 Shelby St
Indianapolis, IN 46240-2476

ARMADA OHIO TAX EXEMPT FUND (RETAIL)
Wheat First FBO...................................... 91,172.86 24.53%
David & Pamela Beverly
JT Ten
1128 Laguna Dr.
Huron, OH 44839-2605
Wheat First Securities, Inc.......................... 45,454.55 12.23%
Edward B. Brandon
Lakepoint Office Park
3201 Enterprise Parkway, Ste. 470
Beachwood, OH 44122-7320
</TABLE>

51
<PAGE> 55

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
ARMADA ENHANCED INCOME FUND (RETAIL)
Wheat First FBO...................................... 171,672.29 76.84%
Intrac
Attn Gary Ream
8440 Woodfield Crossing Blvd.
Indianapolis, IN 46240-2476
Wheat First FBO...................................... 33,352.72 14.93%
BF Beverage Co. Inc.
3150 Shelby St.
Indianapolis, IN 46227-3165
Wheat First FBO...................................... 12,649.32 5.66%
Harvey M. Brunner Jr. IRA
WFS AS Custodian
U/A DTD 10/24/96
700 Brick Mill Run Apartment 106
Westlake, OH 44145-1655

ARMADA EQUITY INCOME FUND (RETAIL)
Wheat First FBO...................................... 5,119.49 17.44%
Carroll C. Homans TTEE
Alan & Carroll C. Homans
Declaration of TR U/A 5/19/92
1190 Sugar Sands Blvd. Apt 517
Riviera Beach, FL 33404-3141
James R. Kirk........................................ 2,328.07 7.93%
29752 Devonshire Oval
Westlake, OH 44145-3896
Wheat First FBO...................................... 2,114.93 7.20%
Lawanah Harris IRA
WFS as Custodian
U/A DTD 09/09/96
244 Natale Dr.
Cortland, OH 44410-1519
Wheat First FBO...................................... 1,840.94 6.27%
David Daberko TTEE
Rose J. Daberko Trust
U/A DTD 12/18/95
33851 Old Kinsman Rd.
Chagrin Falls, OH 44022-6629
Wheat First FBO...................................... 1,629.47 5.55%
Melva D. Upshaw IRA
WFS as Custodian
U/A DTD 19/19/96
15100 Minerva Ave.
Dolton, IL 60419-2873
</TABLE>

52
<PAGE> 56

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
ARMADA TOTAL RETURN ADVANTAGE FUND (RETAIL)
Wheat First FBO...................................... 217,907.42 96.95%
INTRAC
Attn: Gary Ream
8440 Woodfield Crossing Blvd.
Indianapolis, IN 46240-2476

ARMADA PA MUNICIPAL FUND (RETAIL)
Helen and James Weyer JTTEN.......................... 5,921.18 74.12%
2600 Mohawk Dr.
White Oak, PA 15122-3150
Robert H. Rhone...................................... 1,100.31 13.77%
c/o Michael Rhone
PO Box 175
Rew, PA 16744-0175
Rita & Howard La Fianza JTTEN........................ 494.64 6.19%
507 Lisa Dr.
W. Mifflin, PA

ARMADA INTERMEDIATE GOVERNMENT FUND (RETAIL)
SEI Trust Company.................................... 2,363.39 99.34%
Cust for the IRA Account
FBO William J. Fortwangler
353 Conniston Ave.
Pittsburgh, PA 15210-3231

ARMADA CORE EQUITY FUND (RETAIL)
Wheat First Securities, Inc.......................... 5,020.08 90.49%
Vincent and Nancy DiGirolamo
2002 Fox Trace Trail
Cuyahoga Falls, OH 44223-3738

ARMADA INTERNATIONAL EQUITY FUND (RETAIL)
Joseph and Jane L. Gnan.............................. 124.86 36.55%
1014 Bel Vista Ct.
St. Mary's, PA 15857-3072
Mary Jane Matts...................................... 102.04 29.87%
425 W. Lakeside Ave. Apt 508
Cleveland, OH 44113-1027
SEI Investments Co................................... 100.00 29.27%
Attn: Rob Silvestri
One Freedom Valley Dr.
Oaks, PA 19456
</TABLE>

53
<PAGE> 57

ARMADA 5% SHAREHOLDERS AS OF 9/30/97 (CONTINUED)

<TABLE>
<CAPTION>
# OF OUTSTANDING SHARES % OF OUTSTANDING SHARES
----------------------- -----------------------
<S> <C> <C>
ARMADA SMALL CAP GROWTH FUND (RETAIL)
Marilyn and John Hayes............................... 278.81 56.51%
20807 Sandalwood Ln.
Strongsville, OH 44136
Mary Jane Matts...................................... 100.10 20.29%
425 W. Lakeside Apt 508
Cleveland, OH 44113-1027
SEI Investments Co................................... 100.00 20.27%
Attn: Rob Silvestri
One Freedom Valley Dr.
Oaks, PA 19456

ARMADA GNMA FUND (RETAIL)
SEI Trust Company.................................... 3,943.88 31.57%
IRA Virginia Jasek
1701 Iowa Dr.
W. Mifflin, PA 15122-3931
SEI Trust Company.................................... 2,958.63 23.90%
Cust for the IRA Account
FBO R/O Helen M. Weyer
2600 Mohawk Dr.
White Oak, PA 15131-3121
SEI Trust Company.................................... 2,245.87 17.98%
Cust for the IRA Account
FBO R/O William C. Rodgers
177 C. Penwood Ave.
Pittsburgh, PA 15218-1458
June and Joseph Muraco............................... 1,740.05 13.93%
116 Patterson Ave.
Carnegie, PA 15106-2827
Edith and Herman De Shantz JTTEN..................... 1,048.41 8.39%
590 Dorchester Ave.
Pittsburgh, PA 15226-2020
</TABLE>

All of these Shares were beneficially owned by the record owners named
above because they possessed or shared investment or voting power with respect
to them while owning the Shares or while acting in a fiduciary, advisory,
custodial, or other similar capacity on behalf of their customers.

For purposes of the 1940 Act, any person who owns directly or through one
or more controlled companies more than 25 percent of the voting securities of a
company is presumed to "control" such company. Under this definition, National
City Corporation and its affiliates may be deemed to be controlling persons of
the Trust.

As of September 30, 1997, the Trust's Trustees and officers, as a group,
beneficially owned less than 1 percent of the Shares of each Fund of the Trust.

SHAREHOLDER MEETINGS

The Trust is organized as a Massachusetts business trust. The Trust's
Declaration of Trust does not require that an annual meeting of shareholders be
held each year. The Trust does not intend to hold annual meetings of
shareholders except as required by the 1940 Act or other applicable law. The
Trust's Code of

54
<PAGE> 58

Regulations provides that special meetings of shareholders, including meetings
to consider the removal of trustees, shall be called at the written request of
the shareholders entitled to vote at least 10% of the outstanding shares of the
Trust entitled to be voted at such meetings.

QUORUM

In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve a
particular Proposal are not received, the persons named as proxies, or their
substitutes, may propose one or more adjournments of the Meeting to permit
further solicitation of the proxies. Any such adjournment will require the
affirmative vote of a majority of those Shares affected by the adjournment that
are represented at the Meeting in person or by proxy. If a quorum is present,
the persons named as proxies will vote those proxies which they are entitled to
vote FOR the Proposal in favor of such adjournments, and will vote those proxies
required to be voted AGAINST such Proposal against any adjournment. A
shareholder vote may be taken with respect to the Trust or one or more of the
Funds on any of the (but not all) Proposals prior to any such adjournment as to
which sufficient votes have been received for approval. A quorum is constituted
with respect to the Trust and each of the Funds by the presence in person or by
proxy of the holders of more than 50% of the outstanding Shares thereof entitled
to vote at the Meeting. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions, but not broker "non-votes"
(that is, proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote Shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power), will be treated as Shares that are present at
the Meeting but which have not been voted. Abstentions and broker "non-votes"
will have the effect of a "no" vote for purposes of obtaining the requisite
approval of each Proposal other than the election of Trustees.

National City Corporation and its bank subsidiaries hold Shares for the
benefit of their customers and may be considered controlling persons of the
Trust for purposes of certain federal securities laws. National City Corporation
and its subsidiaries intend to vote Shares over which they have voting authority
pursuant to the Employee Retirement Income Security Act of 1974 ("ERISA") in the
best interests of the plan participants. With respect to Shares over which
National City Corporation and its subsidiaries possess voting authority, but
which are not subject to ERISA, National City Corporation and its subsidiaries
will vote such Shares in the same proportion as the votes cast by other
shareholders.

INVESTMENT ADVISER AND CUSTODIAN

The Trust's investment advisers are: National City Bank, National City Bank
of Columbus, National City Bank of Kentucky and NAM. National City Bank's
principal offices are located at 1900 East Ninth Street, Cleveland, Ohio 44114.
National City Bank also serves as custodian of the Trust's assets. National City
Bank of Columbus' principal offices are located at 155 East Broad Street,
Columbus, Ohio 43251. National City Bank of Kentucky's principal offices are
located at 101 South Fifth Street, Louisville, Kentucky 40202. NAM's principal
offices are located at 101 South Fifth Street, Louisville, Kentucky.

DISTRIBUTOR AND TRANSFER AGENT

Shares are distributed on a continuous basis by the Trust's sponsor and
distributor, SEI Investments Distribution Co. ("SEI"). SEI's principal offices
are located at Oaks, Pennsylvania 19456. State Street Bank and Trust Company
serves as the Trust's transfer and dividend disbursing agent.

ADMINISTRATOR

PFPC Inc., located at 400 Bellevue Parkway, Wilmington, Delaware 19809,
serves as the Trust's administrator.

55
<PAGE> 59

INDEPENDENT AUDITORS

Ernst & Young LLP, independent auditors, with offices at Two Commerce
Square, 2001 Market Street, Suite 4000, Philadelphia, Pennsylvania 19103, serves
as independent auditors of the Trust and audited the Trust's operations for the
fiscal year ended May 31, 1997. The Board of Trustees selected Ernst & Young LLP
at its meeting on July 17, 1997 to serve in such capacity for the fiscal year
ending May 31, 1998. Shareholders are not herein requested to approve the
selection of Ernst & Young LLP. Nevertheless, a representative of Ernst & Young
LLP is expected to be available by telephone at the Meeting should any matter
arise requiring consultation with the auditors, and Ernst & Young LLP will be
given the opportunity to make a statement if it chooses.

OFFICERS

Officers of the Trust are elected by, and serve at the pleasure of, the
Board. Officers of the Trust receive no remuneration from the Trust for their
services in such capacities. The following table sets forth certain information
about the Trust's officers who are not also Trustees:

<TABLE>
<CAPTION>
POSITION PRINCIPAL OCCUPATION
OFFICER WITH THE DURING PAST 5 YEARS
NAME AND ADDRESS SINCE TRUST AND OTHER AFFILIATIONS
- ------------------------- --------------- ------------------------ --------------------------
<S> <C> <C> <C>
Herbert R. Martens, Jr. July, 1997 President Executive Vice President,
c/o NatCity National City Corporation
Investments, Inc. Also nominee for Trustee (bank holding company),
1965 East Sixth Street since July 1997; Chairman
Cleveland, OH 44114 and Chief Executive
Age 45 Officer, NatCity
Investments, Inc.
(investment banking),
since July 1995; President
and Chief Executive
Officer, Raffensberger,
Hughes & Co.
(broker-dealer), from 1993
until 1995; President,
Reserve Capital Group,
from 1990 until 1993.
W. Bruce McConnel, III August, 1985 Secretary Partner of the law firm
Philadelphia National Drinker Biddle & Reath LLP
Bank Building Philadelphia, Pennsylvania
1345 Chestnut Street
Suite 1100
Philadelphia, PA 19107
Age 54

Neal J. Andrews February, 1997 Treasurer Vice President and
PFPC Inc. Director of Investment
400 Bellevue Parkway Accounting, PFPC Inc.,
Wilmington, DE 19809 since 1992; prior thereto,
Age 31 Senior Auditor, Price
Waterhouse, LLP
</TABLE>

Herbert R. Martens, Jr. is employed by National City Corporation, the parent
corporation to National City Bank, which receives fees as an investment adviser
to the Trust. Mr. Andrews is employed by PFPC Inc., which receives fees as
Administrator to the Trust. Mr. McConnel is a partner of the law firm Drinker
Biddle & Reath LLP, which receives fees as counsel to the Trust.

56
<PAGE> 60

OTHER MATTERS

No business other than the matters above are expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any questions as to an adjournment of the Meeting, the persons named
in the enclosed proxy will vote thereon according to their best judgment in the
interests of the Trust.

SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.

DATED: OCTOBER 17, 1997

57
<PAGE> 61

EXHIBIT A

ARMADA FUNDS

ADVISORY AGREEMENT

AGREEMENT made as of , 1997 between ARMADA FUNDS, a
Massachusetts business trust, located in Oaks, Pennsylvania (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 Money Market, Treasury, Government, Tax Exempt, Pennsylvania Tax Exempt,
National Tax Exempt, Fixed Income, GNMA, Intermediate Government, Equity Growth,
Equity Income, Mid Cap Regional, Ohio Tax Exempt 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 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.

2. 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

A-1
<PAGE> 62

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.

3. 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 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.

4. 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 selecting brokers or dealers for executing portfolio
transactions, the Adviser will use its best efforts to seek on
behalf of the Trust and each Fund the best overall terms
available. In assessing the best overall terms available for any
transaction the Adviser shall consider all factors it deems
relevant, including the breadth of the market in the security, the
price of the security, the financial condition and execution
capability of the broker or dealer, and the reasonableness of the
commission, if any, both for the specific transaction and on a
continuing basis. In evaluating the best overall terms available,
and in selecting the broker or dealer to execute a particular
transaction, the Adviser may also consider the brokerage and
research services (as those terms are defined in Section 28(e) of
the Securities Exchange Act of 1934, as amended) provided to any
Fund and/or other accounts over which the Adviser or any affiliate
of the Adviser exercises investment discretion. The Adviser is
authorized, subject to the prior approval of the Board, to
negotiate and pay to a broker or dealer who provides such
brokerage and research services a commission for executing

A-2
<PAGE> 63

a portfolio transaction for any Fund which is in excessof the
amount of commission another broker or dealer would have
charged for effecting that transaction if, but only if, the
Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer viewed in terms of
that particular transaction or in terms of the overall
responsibilities of the Adviser with respect to the accounts as
to which it exercises investment discretion. In no instance will
fund securities be purchased from or sold to the Adviser, any
Sub-Adviser, SEI Investments Distribution Co. ("SEI") (or any
other principal underwriter to the Trust) or an affiliated person
of either the Trust, the Adviser, Sub-Adviser, or SEI (or such
other principal underwriter) unless permitted by an order of the
SEC or applicable rules. In executing portfolio transactions for
any Fund, the Adviser may, but shall not be obligated to, to the
extent permitted by applicable laws and regulations, aggregate
the securities to be sold or purchased with those of other Funds
and its other clients where such aggregation is not inconsistent
with the policies set forth in the Trust's registration
statement. In such event, the Adviser will allocate the
securities so purchased or sold, and the expenses incurred in the
transaction, in the manner it considers to be the most equitable
and consistent with its fiduciary obligations to the Funds and
such other clients;

(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).

5. 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.

6. 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.

7. 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.

8. 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: .35% of
the average daily net assets of the Money Market Fund; .35% of the average daily
net assets of the Government Fund; .30% of the average daily net assets of the
Treasury Fund; .35% of the average daily net assets of the Tax Exempt Fund; .40%
of the average daily net assets of the Pennsylvania Tax Exempt Fund; .55% of the
average daily net assets of the Ohio Tax Exempt Fund; .55% of the average daily
net assets of the Pennsylvania Municipal Fund; .55% of the average daily net
assets of the Fixed Income Fund; .55% of the average daily net assets of the
GNMA Fund; .55% of the average daily net assets of the Intermediate Government
Fund; .75% of the average daily net assets of the Mid Cap Regional Fund; .75% of
the average daily net assets of the Equity Growth Fund; and .75% of the average
daily net assets of the Equity Income Fund.

A-3
<PAGE> 64

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.

9. 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.

10. 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 each such Fund, and, unless sooner
terminated as provided herein, shall continue in effect until September 30,
1998. 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.)

11. AMENDMENT OF THIS AGREEMENT. No provision of this Agreement may be
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought. No amendment of this Agreement shall be
effective with respect to a Fund until approved by vote of a majority of the
outstanding voting securities of that Fund.

12. 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.

13. 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.

A-4
<PAGE> 65

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: President

--------------------------------------

NATIONAL CITY BANK

By:

--------------------------------------

Title: Vice President

--------------------------------------

A-5
<PAGE> 66

EXHIBIT B

ARMADA FUNDS

ADVISORY AGREEMENT

AGREEMENT made as of , 1997 between ARMADA FUNDS, a
Massachusetts business trust, located in Oaks, Pennsylvania (the "Trust") and
NATIONAL ASSET MANAGEMENT CORPORATION, located in Louisville, 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 Enhanced Income and Total Return Advantage 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:

(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;

The Trust will furnish the Adviser from time to time with execution copies
of all amendments of or supplements to the foregoing.

B-1
<PAGE> 67

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.

4. 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;

B-2
<PAGE> 68

broker or dealer would have charged for effecting that
transaction if, but only if, the Adviser determines in good faith
that such commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or
dealer viewed in terms of that particular transaction or in terms
of the overall responsibilities of the Adviser with respect to
the accounts as to which it exercises investment discretion. In
no instance will fund securities be purchased from or sold to the
Adviser, any Sub-Adviser, SEI Investments Distribution Co.
("SEI") (or any other principal underwriter to the Trust) or an
affiliated person of either the Trust, the Adviser, Sub-Adviser,
or SEI (or such other principal underwriter) unless permitted by
an order of the SEC or applicable rules. In executing portfolio
transactions for any Fund, the Adviser may, but shall not be
obligated to, to the extent permitted by applicable laws and
regulations, aggregate the securities to be sold or purchased
with those of other Funds and its other clients where such
aggregation is not inconsistent with the policies set forth in
the Trust's registration statement. In such event, the Adviser
will allocate the securities so purchased or sold, and the
expenses incurred in the transaction, in the manner it considers
to be the most equitable and consistent with its fiduciary
obligations to the Funds and such other clients;

The fee attributable to each Fund shall be the several (and not joint or
joint and several) obligation of each Fund.

B-3
<PAGE> 69

B-4
<PAGE> 70

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: President

--------------------------------------

NATIONAL ASSET MANAGEMENT CORPORATION

By:

--------------------------------------

Title:

--------------------------------------

B-5
<PAGE> 71
ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA EQUITY GROWTH FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN
TIME) IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST
NINTH STREET, CLEVELAND, OHIO 44114.

The undersigned hereby appoints Anne Rapacz-Kimmins and Terri L. Pasek
and each of them, attorneys and proxies of the undersigned each with the power
of substitution and resubstitution, to attend, vote and act for the undersigned
at the above-referenced Special Meeting of Shareholders, and at any adjournment
or adjournments thereof, casting votes according to the number of shares of the
Fund which the undersigned may be entitled to vote with respect to the proposals
set forth below, in accordance with the specification indicated, if any, and
with all the powers which the undersigned would possess if personally present,
hereby revoking any prior proxy to vote at such Special Meeting, and hereby
ratifying and confirming all that said attorneys and proxies, or each of them,
may lawfully do by virtue hereof

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMEGF
- --------------------------------------------------------------------------------

ARMADA EQUITY GROWTH FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17,1997.

Please sign below exactly as name(s) appear(s) hereon. Corporate or partnership
proxies should be signed in full corporate or partnership name by an authorized
officer. Each joint owner should sign personally. When signing as a fiduciary,
please give full title as such.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST ON BEHALF OF THE
FUND. THE MEETING WILL BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement dated
October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All
ALL ALL EXCEPT Except" and write the nominee's number on the
line below.
0 0 0
-------------------------------------------------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

1. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

2. To approve certain changes to the fundamental 0 0 0
investment objective of the Fund.

3. To approve changes to the following
fundamental investment limitations: 0 0 0

a) limitation on underwriting activities;

b) limitation on real estate related transactions: 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior 0 0 0
securities.

FOR AGAINST ABSTAIN

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options,
call options, straddles, spreads, or any 0 0 0
combinations thereof; and

f) limitation on purchasing or retaining securities
of any issuer if officers or trustees/directors of 0 0 0
Armada or any of its investment advisers own
beneficially more than certain percentages of
that issuer's securities.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- --------------------------------------

======================================
Signature [PLEASE SIGN WITHIN BOX] Date

- --------------------------------------

======================================
Signature (Joint Owners) Date

<PAGE> 72

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA EQUITY INCOME FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMEIF
- -------------------------------------------------------------------------------

ARMADA EQUITY INCOME FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST ON BEHALF OF THE
FUND. THE MEETING WILL BE HELD ON NOVEMBER 19,1997 AT 8:00AM (EASTERN TIME) IN
MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement
dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

2. To approve certain changes to the fundamental 0 0 0
investment objective of the Fund.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior 0 0 0
securities.

FOR AGAINST ABSTAIN

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options,
call options, straddles, spreads, or any 0 0 0
combinations thereof; and

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

========================================
Signature (PLEASE SIGN WITHIN BOX] Date

- -------------------------------------

=====================================
Signature (Joint Owners) Date
<PAGE> 73

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA MID CAP REGIONAL FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMEBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMMRF
- -------------------------------------------------------------------------------
ARMADA MID CAP REGIONAL FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All Except"
ALL ALL EXCEPT and write the nominee's number on the line below.
0 0 0
-------------------------------------------------------
VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

2. To approve certain changes to the fundamental 0 0 0
investment objective of the Fund.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

FOR AGAINST ABSTAIN

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options,
call options, straddles, spreads, or any 0 0 0
combinations thereof; and

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ------------------------------------------------

================================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ------------------------------------------------

================================================
Signature (Joint Owners) Date

<PAGE> 74

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA FIXED INCOME FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMFIF
- -------------------------------------------------------------------------------
ARMADA FIXED INCOME FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER 17,
1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST ON BEHALF OF THE
FUND. THE MEETING WILL BE HELD ON NOVEMBER 19, 1997 AT 8:00 AM (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

FOR AGAINST ABSTAIN

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations 0 0 0
thereof; and

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date

<PAGE> 75

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA ENHANCED INCOME FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMENF
- --------------------------------------------------------------------------------
ARMADA ENHANCED INCOME FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement dated
October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All Except"
ALL ALL EXCEPT and write the nominee's number on the line below.
0 0 0
------------------------------------------------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National Asset 0 0 0
Management Corporation.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

FOR AGAINST ABSTAIN
b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations 0 0 0
thereof; and

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- -----------------------------------------

==========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- -----------------------------------------

==========================================
Signature (Joint Owners) Date

<PAGE> 76

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA TOTAL RETURN ADVANTAGE FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

ARMTRF
- -------------------------------------------------------------------------------
ARMADA TOTAL RETURN ADVANTAGE FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER 17,
1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National Asset 0 0 0
Management Corporation.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

FOR AGAINST ABSTAIN

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options,
call options, straddles, spreads, or any 0 0 0
combinations thereof; and

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date
<PAGE> 77

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA GOVERNMENT FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMGMF
- --------------------------------------------------------------------------------
ARMADA GOVERNMENT FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE
ACTION TO BE TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF
ANY SPECIFICATION, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement dated
October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.: 08) J. William Pullen

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

FOR AGAINST ABSTAIN

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations 0 0 0
thereof; and

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date

<PAGE> 78

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA INTERMEDIATE GOVERNMENT FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMIGF
- --------------------------------------------------------------------------------
ARMADA INTERMEDIATE GOVERNMENT FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

For Withhold For All To withhold authority to vote, mark "For All Except"
All All Except and write the nominee's number on the line below.
0 0 0
--------------------------------------------------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

FOR AGAINST ABSTAIN

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of
companies for the purpose of exercising control; 0 0 0

e) limitation on writing or selling put options,
call options, straddles, spreads, or any combinations 0 0 0
thereof;

g) limitation on investing in securities issued by
companies with less than three years of 0 0 0
operation;

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date

<PAGE> 79

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA GNMA FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST
NINTH STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS.
ARMGNF
- --------------------------------------------------------------------------------
ARMADA GNMA FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER 17,
1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options,
call options, straddles, spreads, or any 0 0 0
combinations thereof;

g) limitation on investing in securities issued by
companies with less than three years of 0 0 0
operation.

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- -----------------------------------------

=========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- -----------------------------------------

=========================================
Signature (Joint Owners) Date

<PAGE> 80

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA MONEY MARKET FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMMMF
- --------------------------------------------------------------------------------

ARMADA MONEY MARKET

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations 0 0 0
thereof; and

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

=========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date
<PAGE> 81

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA TAX EXEMPT FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE "TRUST")
FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED FUND OF
THE TRUST TO BE HELD ON NOVEMBER 19,1997 AT 8:00 A.M. (EASTERN TIME) IN MEETING
ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH STREET,
CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

ARMTEF
- -------------------------------------------------------------------------------
ARMADA TAX EXEMPT FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement dated
October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All Except"
ALL ALL EXCEPT and write the nominee's number on the line below.
0 0 0
------------------------------------------------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations 0 0 0
thereof;

f) limitation on purchasing or retaining securities 0 0 0
of any issuer if officers or trustees/directors of
Armada or any of its investment advisers own
beneficially more than certain percentages of
that issuer's securities; and

g) limitation on investing in securities issued by
companies with less than three years of 0 0 0
operation.

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date

<PAGE> 82

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456
ARMADA TREASURY FUND
SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMTYF
- -------------------------------------------------------------------------------
ARMADA TREASURY FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All Except"
ALL ALL EXCEPT and write the nominee's number on the line below.
0 0 0
------------------------------------------------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities, 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;

e) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations 0 0 0
thereof; and

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date

<PAGE> 83

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
Oaks, Pennsylvania 19456
ARMADA PENNSYLVANIA TAX EXEMPT FUND
SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

ARMPTF
- -------------------------------------------------------------------------------
ARMADA PENNSYLVANIA TAX EXEMPT FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement dated
October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

b) limitation on illiquid securities: 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;
and

i) policy to use its best efforts to maintain a 0 0 0
constant net asset value of $1.00 per share.

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- -----------------------------------------

=========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- -----------------------------------------

=========================================
Signature (Joint Owners) Date

<PAGE> 84

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456
ARMADA OHIO TAX EXEMPT FUND
SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

ARMOTF
- --------------------------------------------------------------------------------
ARMADA OHIO TAX EXEMPT FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER 17,
1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement dated
October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

b) limitation on illiquid securities; 0 0 0

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of
companies for the purpose of exercising control; 0 0 0

e) limitation on writing or selling put options, call
options, straddles, spreads, or any combinations 0 0 0
thereof;

h) limitation regarding investments in securities
of any one issuer applicable to the Fund, which
is classified as a non-diversified fund under the 0 0 0
Investment Company Act of 1940, as amended
(the "1940 Act").

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

=========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

=========================================
Signature (Joint Owners) Date

<PAGE> 85

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
Oaks, Pennsylvania 19456

ARMADA PENNSYLVANIA MUNICIPAL FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMPMF
- --------------------------------------------------------------------------------
ARMADA PENNSYLVANIA MUNICIPAL FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER 17,
1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement
dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F Durkott; 04) Robert
J. Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R.
Martens, Jr.; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

l. To approve a new investment advisory
agreement between the Trust and National City 0 0 0
Bank.

3. To approve changes to the following
fundamental investment limitations:

a) limitation on underwriting activities; 0 0 0

b) limitation on real estate related transactions; 0 0 0

c) limitation on investment in commodities; 0 0 0

d) limitation regarding industry concentration; 0 0 0

e) limitation on loans; and 0 0 0

f) limitation on borrowing and issuance of senior
securities. 0 0 0

4. To approve a change in the following
fundamental investment policies and limitations
of the Fund to non-fundamental policies and
limitations:

a) limitation on investment in other investment 0 0 0
companies;

FOR AGAINST ABSTAIN

c) limitation on purchasing securities on margin; 0 0 0

d) limitation on purchasing securities of 0 0 0
companies for the purpose of exercising control;
and

h) limitation regarding investments in securities
of any one issuer applicable to the Fund, which 0 0 0
is classified as a non-diversified fund under the
Investment Company Act of 1940, as amended
(the "1940 Act").

5. To approve a change in the Fund's fundamental
investment objective to a non-fundamental 0 0 0
investment objective.

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------

=========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

=========================================
Signature(Joint Owners) Date

<PAGE> 86

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA INTERNATIONAL EQUITY FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMILF
- --------------------------------------------------------------------------------
ARMADA INTERNATIONAL EQUITY FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF THE TRUST ON BEHALF OF THE
FUND. THE MEETING WILL BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement
dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All Except"
ALL ALL EXCEPT and write the nominee's number on the line below.

0 0 0
--------------------------------------------------------

- ----------------------------------------

========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date
<PAGE> 87

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE, NY 11735

ARMADA FUNDS

OAKS, PENNSYLVANIA 19456

ARMADA CORE EQUITY FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19,1997 AT 8:00 A.M. (EASTERN TIME)
IN MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH
STREET, CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ARMCEF
- --------------------------------------------------------------------------------
ARMADA CORE EQUITY FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the
proposals in the Notice of Special Meeting of Shareholders and the Proxy
Statement dated October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ------------------------------------------

==========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ------------------------------------------

==========================================
Signature (Joint Owners) Date
<PAGE> 88

ARMADA FUNDS
PROXY SERVICES
P.O. BOX 9156
FARMINGDALE NY 11735

ARMADA FUNDS
OAKS, PENNSYLVANIA 19456

ARMADA SMALL CAP GROWTH FUND

SPECIAL MEETING OF SHAREHOLDERS

THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES OF ARMADA FUNDS (THE
"TRUST") FOR USE AT A SPECIAL MEETING OF SHAREHOLDERS OF THE ABOVE-REFERENCED
FUND OF THE TRUST TO BE HELD ON NOVEMBER 19, 1997 AT 8:00 A.M. (EASTERN TIME) IN
MEETING ROOM B, 4TH FLOOR ANNEX OF NATIONAL CITY CENTER, 1900 EAST NINTH STREET,
CLEVELAND, OHIO 44114.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

ARMSCF
- --------------------------------------------------------------------------------
ARMADA SMALL CAP GROWTH FUND

THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF SPECIAL MEETING OF
SHAREHOLDERS OF THE FUNDS OF THE TRUST AND THE PROXY STATEMENT DATED OCTOBER
17, 1997.

THIS PROXY WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT TO THE
ACTION TO BE TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF
ANY SPECIFICATION, THIS PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.

The numbering of the proposals below follows the presentation of the proposals
in the Notice of Special Meeting of Shareholders and the Proxy Statement dated
October 17, 1997.

VOTE ON TRUSTEES: SEE PROPOSAL #6

01) Robert D. Neary; 02) Leigh Carter; 03) John F. Durkott; 04) Robert J.
Farling; 05) Richard W. Furst; 06) Gerald L. Gherlein; 07) Herbert R. Martens,
Jr.; 08) J. William Pullen

FOR WITHHOLD FOR ALL To withhold authority to vote, mark "For All Except"
ALL ALL EXCEPT and write the nominee's number on the line below.
0 0 0
----------------------------------------

VOTE ON PROPOSALS FOR AGAINST ABSTAIN

7. To transact such other business as may properly 0 0 0
come before the Special Meeting or any
adjournment thereof.

- ----------------------------------------
========================================
Signature [PLEASE SIGN WITHIN BOX] Date

- ----------------------------------------

========================================
Signature (Joint Owners) Date