ARMADA FUNDS
485APOS, 2000-12-29
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<PAGE>

      As filed with the Securities and Exchange Commission on December 29, 2000
                                            Registration No. 33-00488/811-04416

                          ============================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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


                         POST-EFFECTIVE AMENDMENT NO. 55                   /X/


                                       and

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


                                Amendment No. 54                           /X/

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

                            One Freedom Valley Drive
                            Oaks, Pennsylvania, 19456
                    (Address of Principal Executive Offices)

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

                          W. Bruce McConnel, III, Esq.
                           DRINKER BIDDLE & REATH LLP
                                One Logan Square
                             18th and Cherry Streets
                      Philadelphia, Pennsylvania 19103-6996
                     (Name and Address of Agent for Service)

                                    Copy to:
                             Patricia Foster, Esq.
                               National City Bank
                              National City Center
                                  P.O. Box 5756
                           Cleveland, Ohio 44101-0756

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

         [ ] Immediately upon filing pursuant to paragraph (b)

         [ ] 60 days after filing pursuant to paragraph (a)(1)

         [ ] 75 days after filing pursuant to paragraph (a)(2)

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

         [X] on March 1, 2001 pursuant to paragraph (a)(1)

         [ ] on (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

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

                                  ===========

The Title of Securities Being Registered . . . . Shares of beneficial interest

<PAGE>

                                  ARMADA FUNDS

                  CLASS A, CLASS B, CLASS C AND CLASS I SHARES

                                   PROSPECTUS

                                  March 1, 2001

                           ARMADA LARGE CAP VALUE FUND

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

                               INVESTMENT ADVISER
                   NATIONAL CITY INVESTMENT MANAGEMENT COMPANY


                                  Page 1 of 33
<PAGE>

                              ABOUT THIS PROSPECTUS

Armada Funds (the Trust) is a mutual fund family that offers different classes
of shares in separate investment portfolios (Funds). The Funds have individual
investment goals and strategies. This prospectus gives you important information
that you should know about the Class A, Class B, Class C and Class I Shares of
the Armada Large Cap Value Fund (the Fund) before investing. Please read this
prospectus and keep it for future reference.

THIS PROSPECTUS HAS BEEN ARRANGED INTO DIFFERENT SECTIONS SO THAT YOU CAN REVIEW
THIS IMPORTANT INFORMATION. ON THE NEXT PAGE, THERE IS SOME GENERAL INFORMATION
YOU SHOULD KNOW ABOUT RISK AND RETURN THAT IS COMMON TO THE FUND. FOR MORE
DETAILED INFORMATION ABOUT THE FUND, PLEASE SEE:

                                                                            PAGE
    ARMADA LARGE CAP VALUE FUND .............................................XXX
    MORE INFORMATION ABOUT RISK..............................................XXX
    MORE INFORMATION ABOUT FUND INVESTMENTS..................................XXX
    INVESTMENT ADVISER, SUB-ADVISER AND
      INVESTMENT TEAMS.......................................................XXX
    PURCHASING, SELLING AND EXCHANGING FUND SHARES...........................XXX
    DIVIDENDS AND TAXES......................................................XXX
    FINANCIAL HIGHLIGHTS.....................................................XXX


                                  Page 2 of 33
<PAGE>


INTRODUCTION

The Fund is a mutual fund. A mutual fund pools shareholders' money and, using
professional investment managers, invests it in securities.

Fund performance is measured against one or more indices. An index measures the
market prices of a specific group of securities in a particular market or
securities in a market sector. You cannot invest directly in an index. Unlike a
mutual fund, an index does not have an investment adviser and does not pay any
commissions or expenses. If an index had expenses, its performance would be
lower.

Class A, Class B, Class C and Class I Shares have different expenses and other
characteristics, allowing you to choose the class that best suits your needs.
You should consider the amount you want to invest, how long you plan to have it
invested, and whether you plan to make additional investments.

     CLASS A SHARES
     -   FRONT-END SALES CHARGE
     -   LOW 12b-1 FEES
     -   $500 MINIMUM INITIAL INVESTMENT - NO SUBSEQUENT MINIMUM

     CLASS B SHARES
     -   NO FRONT-END SALES CHARGE
     -   CONTINGENT DEFERRED SALES CHARGE (BACK-END CHARGE IF YOU REDEEM WITHIN
         5 YEARS-DECLINING FROM YEAR TO YEAR)
     -   HIGHER 12b-1 FEES THAN CLASS A
     -   $500 MINIMUM INITIAL INVESTMENT - NO SUBSEQUENT MINIMUM
     -   CONVERTS TO CLASS A SHARES AFTER THE EIGHTH YEAR

     CLASS C SHARES
     -   NO FRONT-END SALES CHARGE
     -   CONTINGENT DEFERRED SALES CHARGE (BACK-END CHARGE IF YOU REDEEM WITHIN
         THE FIRST 18 MONTHS)
     -   HIGHER 12b-1 FEES THAN CLASS A
     -   $500 MINIMUM INITIAL INVESTMENT - NO SUBSEQUENT MINIMUM
     -   DOES NOT CONVERT TO ANY OTHER SHARE CLASS

     CLASS I SHARES
     -   NO SALES CHARGE
     -   NO MINIMUM INITIAL INVESTMENT
     -   ONLY AVAILABLE TO FINANCIAL INSTITUTIONS


                                  Page 3 of 33
<PAGE>

RISK/RETURN INFORMATION

The Fund has its own investment goal and strategies for reaching that goal. The
investment managers invest Fund assets in a way that they believe will help the
Fund achieve its goal. Still, investing in the Fund involves risk and there is
no guarantee that the Fund will achieve its goal. An investment manager's
judgments about the markets, the economy, or companies may not anticipate actual
market movements, economic conditions or company performance, and these
judgments may affect the return on your investment.

No matter how good a job an investment manager does, you could lose money on
your investment in the Fund, just as you could with other investments.

An investment in the Fund is not a bank deposit and it is not insured or
guaranteed by the Federal Deposit Insurance Corporation (FDIC) or any government
agency.

The value of your investment in the Fund is based primarily on the market prices
of the securities the Fund holds. These prices change daily due to economic and
other events that affect particular companies and other issuers. These price
movements, sometimes called volatility, may be greater or lesser depending on
the types of securities the Fund owns and the markets in which they trade. The
effect on the Fund of a change in the value of a single security will depend on
how widely the Fund diversifies its holdings.


                                  Page 4 of 33
<PAGE>

ARMADA LARGE CAP VALUE FUND

FUND SUMMARY

INVESTMENT GOAL                           Capital appreciation

INVESTMENT FOCUS                          Value-oriented equity securities

SHARE PRICE VOLATILITY                    Medium
(RELATIVE TO MUTUAL FUNDS GENERALLY)

PRINCIPAL INVESTMENT STRATEGY             Investing in value-oriented common
                                          stocks of larger issuers

INVESTOR PROFILE                          Investors seeking capital appreciation
                                          and who are willing to accept the risk
                                          of investing in value-oriented equity
                                          securities


PRINCIPAL INVESTMENT STRATEGIES

The Armada Large Cap Value Fund's investment objective is to provide capital
appreciation by investing in a diversified portfolio of publicly traded large
capitalization equity securities. Equity securities include public and privately
issued equity securities, common and preferred stocks, warrants, rights to
subscribe to common stock and convertible securities, as well as instruments
that attempt to track the price movement of equity indices. The investment
objective may be changed without a shareholder vote.

The Fund normally invests at least 80% of its net assets in common stocks and
securities convertible into common stocks of value-oriented companies. The
Fund may invest up to 20% of its total assets at the time of purchase in
foreign equity securities. In buying and selling securities for the Fund, the
Adviser attempts to emphasize equity securities that the Adviser believes are
undervalued relative to the general market. The Fund will generally sell
securities when they fail to satisfy investment criteria.

PRINCIPAL RISKS OF INVESTING

Since it purchases equity securities, the Fund is subject to the risk that stock
prices will fall over short or extended periods of time. Historically, the
equity markets have moved in cycles, and the value of the Fund's securities may
fluctuate from day to day. Individual companies may report poor results or be
negatively affected by industry and/or economic trends and developments. The
prices of securities issued by such companies may decline in response. These
factors contribute to price volatility, which is the principal risk of investing
in the Fund.

Investing in foreign countries poses additional risks since political and
economic events unique to a country or region will affect those markets and
their issuers. These events will not necessarily affect the U.S. economy or
similar issuers located in the United States. In addition, investments in
foreign countries are generally denominated in a foreign currency. As a result,
changes in the value of those currencies compared to the U.S. dollar may affect
(positively or negatively) the value of a Fund's investments. These currency
movements may happen separately from and in


                                  Page 5 of 33
<PAGE>

response to events that do not otherwise affect the value of the security in the
issuer's home country.

The Fund is also subject to the risk that value-oriented equity securities may
underperform other segments of the equity markets or the equity markets as a
whole.

For additional information about risks, see "More Information About Risk."

PERFORMANCE INFORMATION

The bar chart and the performance table below illustrate the volatility of an
investment in the Fund. Of course, the Fund's past performance does not
necessarily indicate how the Fund will perform in the future.

There is no performance information for Class C Shares because it has not
completed a full calendar year of operations.

This bar chart shows changes in the performance of the Fund's Class A Shares
from year to year.

The bar chart does not reflect sales charges. If sales charges had been
reflected, the returns for Class A Shares of the Fund would be less than those
shown below.

<TABLE>
<CAPTION>
                                       CALENDAR YEAR TOTAL RETURN
<S>                                   <C>                 <C>
                                       1995                 27.37%
                                       1996                 17.89%
                                       1997                 28.87%
                                       1998                 9.77%
                                       1999                 -0.25%
<CAPTION>

                                    BEST QUARTER         WORST QUARTER
<S>                                 <C>                  <C>
                                      12.50%                -9.24%
                                    (6/30/97)              (9/30/99)
</TABLE>

The Fund's performance from January 1, 2000 to September 30, 2000 was 0.80%.


                                  Page 6 of 33
<PAGE>

THIS TABLE COMPARES THE FUND'S AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS
ENDED DECEMBER 31, 1999 TO THOSE OF THE S&P/BARRA VALUE INDEX.

<TABLE>
<CAPTION>

CLASS A SHARES                      1 YEAR       5 YEARS       SINCE INCEPTION
--------------------------------------------------------------------------------
<S>                                 <C>         <C>             <C>
ARMADA LARGE CAP VALUE FUND          -0.25%        16.20%            14.61%(1)
S&P/BARRA VALUE INDEX(7)             12.72%        22.94%            20.38%(2)

<CAPTION>
CLASS I SHARES                      1 YEAR       5 YEARS       SINCE INCEPTION
--------------------------------------------------------------------------------
<S>                                 <C>          <C>            <C>
ARMADA LARGE CAP VALUE FUND          -0.13%        16.49%            15.02%(3)
S&P/BARRA VALUE INDEX(7)             12.72%        22.94%            21.04%(4)

<CAPTION>
CLASS B SHARES                      1 YEAR       5 YEARS       SINCE INCEPTION
--------------------------------------------------------------------------------
<S>                                 <C>          <C>            <C>
ARMADA LARGE CAP VALUE FUND          -0.92%        N/A                4.67%(5)
S&P/BARRA VALUE INDEX(7)             12.72%        N/A               13.69%(6)
</TABLE>

(1) Since August 22, 1994.
(2) Since August 31, 1994.
(3) Since July 1, 1994.
(4) Since June 30, 1994.
(5) Since January 6, 1998.
(6) Since December 31, 1997.
(7) The S&P/Barra Value Index is comprised of securities in the S&P 500
    Composite Index that have a lower than median market capitalization weighted
    price-to-book ratio.

FUND FEES AND EXPENSES

THIS TABLE DESCRIBES THE FEES AND EXPENSES THAT YOU MAY PAY IF YOU BUY AND HOLD
FUND SHARES.

SHAREHOLDER FEES (FEES PAID DIRECTLY FROM YOUR INVESTMENT)

<TABLE>
<CAPTION>
                                        Large Cap Value Fund
                            Class A     Class B     Class C     Class I
-------------------------------------------------------------------------------
<S>                         <C>         <C>         <C>         <C>
Maximum Sales               5.50%        None        None         None
Charge (Load)
Imposed on
Purchases (as a
percentage of
offering price)(1)

Maximum Deferred            None         5.00%(2)    1.00%(3)     None
Sales Charge
(Load) (as a
percentage of net
asset value)

Maximum Sales               None         None        None         None
Charge (Load)
Imposed on
Reinvested
Dividends and
other Distributions
(as a percentage of
offering price)

Redemption Fee              None         None        None         None
(as a percentage
of amount
redeemed, if
applicable)

Exchange Fee                None         None        None         None
</TABLE>


                                  Page 7 of 33
<PAGE>

ANNUAL FUND OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

<TABLE>
<CAPTION>

Large Cap Value Fund                          Class A Shares   Class B Shares   Class C Shares   Class I Shares
---------------------------------------------------------------------------------------------------------------
<S>                                          <C>              <C>              <C>              <C>
Investment Advisory Fees                      0.75%            0.75%            0.75%            0.75%
Distribution and Service (12b-1) Fees         0.10%            1.00%            1.00%            0.10%
Shareholder Servicing Fees(4)                 0.25%            --               --               NONE
Other Expenses                                0.13%            0.13%            0.13%            0.13%
                                              -----            ------           ------           -----
Total Annual Fund Operating Expenses          1.23%(5)         1.88%            1.88%            0.98%(5)
</TABLE>

(1) This sales charge varies depending upon how much you invest. See "Sales
    Charges."
(2) This amount applies to redemptions during the first and second years. The
    deferred sales charge decreases to 4.0%, 3.0% and 2.0% for redemptions made
    during the third through fifth years, respectively. No deferred sales charge
    is charged after the fifth year. For more information see "Contingent
    Deferred Sales Charges."
(3) A contingent deferred sales charge is charged only with respect to Class C
    Shares redeemed prior to eighteen months from the date of purchase.
(4) The Trust enters into shareholder servicing agreements with certain
    financial institutions under which they agree to provide shareholder
    administrative services to their customers who beneficially own Class A,
    Class B or Class C Shares. Shareholder servicing fees paid by Class B and
    Class C Shares are included in Distribution and Service (12b-1) fees and
    reflect payment of up to 0.25% (on an annualized basis) of the net asset
    value of such Class B and Class C Shares. For further information concerning
    these plans, see "Shareholder Services Plans" in the Statement of Additional
    Information.
(5) The Fund's total actual annual operating expenses for Class A and Class I
    Shares for the most recent fiscal year were less than the amounts shown
    above because the Distributor waived a portion of the fees in order to keep
    total operating expenses for Class A and Class I Shares at a specified
    level. With these fee waivers, the Fund's actual total operating expenses
    for Class A and Class I Shares were, respectively, 1.17% and 0.92%. The
    Distributor expects to continue these waivers so that total operating
    expenses for Class A and Class I Shares for the current fiscal year are
    expected to be, respectively, 1.18% and 0.93%. These fee waivers remain in
    place as of the date of this prospectus, but the Distributor may discontinue
    all or part of these waivers at any time.

For more information about these fees, see "Investment Adviser and Investment
Team" and "Distribution of Fund Shares."


                                  Page 8 of 33
<PAGE>

EXAMPLE

This Example is intended to help you compare the cost of investing in the Fund
with the cost of investing in other mutual funds. The Example assumes that you
invest $10,000 in the Fund for the time periods indicated and that you sell your
shares at the end of the period.

The Example also assumes that each year your investment has a 5% return, Fund
expenses remain the same and your Class B Shares convert to Class A Shares after
eight years. Although your actual costs and returns might be different, your
approximate costs of investing $10,000 in the Fund would be:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                        1 YEAR          3 YEARS        5 YEARS        10 YEARS
--------------------------------------------------------------------------------
<S>                     <C>             <C>            <C>             <C>
Class A Shares           $668            $919           $1,188         $1,957
--------------------------------------------------------------------------------
Class B Shares(1)        $691            $991           $1,216         $2,030
--------------------------------------------------------------------------------
Class B Shares(2)        $191            $591           $1,016         $2,030
--------------------------------------------------------------------------------
Class C Shares(1)        $291            $591           $1,016         $2,201
--------------------------------------------------------------------------------
Class C Shares(2)        $191            $591           $1,016         $2,201
--------------------------------------------------------------------------------
Class I Shares           $100            $312           $542           $1,201
--------------------------------------------------------------------------------
</TABLE>
(1) If you sell your shares at the end of the period.
(2) If you do not sell your shares at the end of the period.


                                  Page 9 of 33
<PAGE>

MORE INFORMATION ABOUT RISK

     EQUITY RISK -- Equity securities include public and privately issued equity
     securities, common and preferred stocks, warrants, rights to subscribe to
     common stock and convertible securities, as well as instruments that
     attempt to track the price movement of equity indices. Investments in
     equity securities and equity derivatives in general are subject to market
     risks that may cause their prices to fluctuate over time. The value of
     securities convertible into equity securities, such as warrants or
     convertible debt, is also affected by prevailing interest rates, the credit
     quality of the issuer and any call provision. Fluctuations in the value of
     equity securities in which a mutual fund invests will cause a fund's net
     asset value to fluctuate. An investment in a portfolio of equity securities
     may be more suitable for long-term investors who can bear the risk of these
     share price fluctuations.

     CONVERTIBLE SECURITIES RISK -- Convertible securities have characteristics
     of both fixed income and equity securities. The value of the convertible
     security tends to move with the market value of the underlying stock, but
     may also be affected by interest rates, credit quality of the issuer and
     any call provisions.


                                  Page 10 of 33
<PAGE>

     FOREIGN SECURITY RISKS -- Investments in securities of foreign companies or
     governments can be more volatile than investments in U.S. companies or
     governments. Diplomatic, political, or economic developments, including
     nationalization or appropriation, could affect investments in foreign
     countries. Foreign securities markets generally have less trading volume
     and less liquidity than U.S. markets. In addition, the value of securities
     denominated in foreign currencies, and of dividends from such securities,
     can change significantly when foreign currencies strengthen or weaken
     relative to the U.S. dollar. Foreign companies or governments generally are
     not subject to uniform accounting, auditing, and financial reporting
     standards comparable to those applicable to domestic U.S. companies or
     governments. Transaction costs are generally higher than those in the U.S.
     and expenses for custodial arrangements of foreign securities may be
     somewhat greater than typical expenses for custodial arrangements of
     similar U.S. securities. Investment in sovereign debt obligations by
     certain Funds involves risks not present in debt obligations of corporate
     issuers. The issuer of the debt or the governmental authorities that
     control the repayment of the debt may be unable or unwilling to repay
     principal or interest when due in accordance with the terms of such debt,
     and a Fund may have limited recourse to compel payment in the event of a
     default. Periods of economic uncertainty may result in volatility of market
     prices of sovereign debt, and in turn a Fund's NAV, to a greater extent
     than the volatility inherent in debt obligations of U.S. issuers. Some
     foreign governments levy withholding taxes against dividend and interest
     income. Although in some countries a portion of these taxes are
     recoverable, the non-recovered portion will reduce the income received from
     the securities comprising the portfolio.

     In addition to these risks, certain foreign securities may be subject to
     the following additional risk factors:


                                  Page 11 of 33
<PAGE>

     CURRENCY RISK -- Investments in foreign securities denominated in foreign
     currencies involve additional risks, including:

     -   The value of a Fund's assets measured in U.S. dollars may be affected
     by changes in currency rates and in exchange control regulations.

     -   A Fund may incur substantial costs in connection with conversions
     between various currencies.

     -   A Fund may be unable to hedge against possible variations in foreign
     exchange rates or to hedge a specific security transaction or portfolio
     position.

     -   Only a limited market currently exists for hedging transactions
     relating to currencies in certain emerging markets.


     HEDGING RISK -- Hedging is a strategy designed to offset investment risks.
     Hedging activities include, among other things, the use of forwards,
     options and futures. There are risks associated with hedging activities,
     including:

     -   The success of a hedging strategy may depend on an ability to predict
     movements in the prices of individual securities, fluctuations in markets,
     and movements in interest and currency exchange rates.

     -   There may be an imperfect or no correlation between the changes in
     market value of the securities held by the Fund or the currencies in which
     those securities are denominated and the prices of forward contracts,
     futures and options on futures.

     -   There may not be a liquid secondary market for a futures contract or
     option.

     -   Trading restrictions or limitations may be imposed by an exchange, and
     government regulations may restrict trading in currencies, futures
     contracts and options.


                                  Page 12 of 33
<PAGE>

     LEVERAGING RISK -- Leveraging activities include, among other things,
     borrowing and the use of short sales, options and futures. There are risks
     associated with leveraging activities, including:

     -   A fund experiencing losses over certain ranges in the market that
     exceed losses experienced by a non-leveraged Fund.

     -   There may be an imperfect or no correlation between the changes in
     market value of the securities held by a fund and the prices of futures and
     options on futures.

     -   Although the Fund will only purchase exchange-traded futures and
     options, due to market conditions there may not be a liquid secondary
     market for a futures contract or option. As a result, the Fund may be
     unable to close out their futures or options contracts at a time which is
     advantageous.

     -   Trading restrictions or limitations may be imposed by an exchange, and
     government regulations may restrict trading in futures contracts and
     options.

     In addition, the following leveraged instruments are subject to certain
     specific risks:

     DERIVATIVES RISK -- The Fund uses derivatives to attempt to achieve its
     investment objectives, while at the same time maintaining liquidity. To
     collateralize (or cover) these derivatives transactions, the Fund holds
     cash or U.S. government securities.


                                  Page 13 of 33
<PAGE>

     FUTURES RISK -- Futures contracts and options on futures contracts provide
     for the future sale by one party and purchase by another party of a
     specified amount of a specific security at a specified future time and at a
     specified price. An option on a futures contract gives the purchaser the
     right, in exchange for a premium, to assume a position in a futures
     contract at a specified exercise price during the term of the option. Index
     futures are futures contracts for various indices that are traded on
     registered securities exchanges.

     The Fund may use futures contracts and related options for bona fide
     hedging purposes to offset changes in the value of securities held or
     expected to be acquired. It may also be used to gain exposure to a
     particular market or instrument, to create a synthetic money market
     position, and for certain other tax-related purposes. The Fund will only
     enter into futures contracts traded on a national futures exchange or board
     of trade.

     OPTIONS RISK -- The buyer of an option acquires the right to buy (a call
     option) or sell (a put option) a certain quantity of a security (the
     underlying security) or instrument at a certain price up to a specified
     point in time. The seller or writer of an option is obligated to sell (a
     call option) or buy (a put option) the underlying security. When writing
     (selling) call options on securities, a Fund may cover its position by
     owning the underlying security on which the option is written or by owning
     a call option on the underlying security. Alternatively, a Fund may cover
     its position by maintaining in a segregated account cash or liquid
     securities equal in value to the exercise price of the call option written
     by the Fund.

     Because option premiums paid or received by the Fund are small in relation
     to the market value of the investments underlying the options, buying and
     selling put and call options can be more speculative than investing
     directly in securities.


                                  Page 14 of 33
<PAGE>

     SHORT SALES -- Short sales are transactions in which a Fund sells a
     security it does not own. To complete a short sale, a Fund must borrow the
     security to deliver to the buyer. The Fund is then obligated to replace the
     borrowed security by purchasing the security at the market price at the
     time of replacement. This price may be more or less than the price at which
     the security was sold by the Fund.

     REAL ESTATE INVESTING RISK -- The Fund's investments in the securities of
     real estate investment trusts (REITs) and companies principally engaged in
     the real estate industry may subject the Fund to the risks associated with
     the direct ownership of real estate. Risks commonly associated with the
     direct ownership of real estate include fluctuations in the value of
     underlying properties and defaults by borrowers or tenants. In addition to
     these risks, REITs are dependent on specialized management skills and some
     REITs may have investments in relatively few properties, or in a small
     geographic area or a single type of property. These factors may increase
     the volatility of the Fund's investments in REITs.


                                  Page 15 of 33
<PAGE>

MORE INFORMATION ABOUT FUND INVESTMENTS

In addition to the investments and strategies described in this prospectus, the
Fund also may invest in other securities, use other strategies and engage in
other investment practices. These investments and strategies, as well as those
described in this prospectus, are described in detail in our Statement of
Additional Information.

The investments and strategies described in this prospectus are those that we
use under normal conditions. During unusual economic, market, political or other
conditions, or for other temporary defensive or liquidity purposes, the Fund may
invest up to 100% of its assets in short-term high quality debt instruments that
would not ordinarily be consistent with the Fund's principal investment
strategies, which may prevent the Fund from achieving its investment objective.
The Fund will do so only if the Adviser believes that the risk of loss outweighs
the opportunity for achieving the Fund's investment objective. Of course, the
Trust cannot guarantee that the Fund will achieve its investment goal.

The Trust has applied for an order from the SEC that, if granted, would allow
the non-money market funds offered by the Trust to use cash balances that have
not been invested in portfolio securities and cash collateral from securities
lending programs to purchase shares of the money market funds offered by the
Trust. A non-money market fund will hold shares of money market funds only to
the extent that its total investment in the money market funds does not exceed
25% of its total assets.

INVESTMENT ADVISER AND INVESTMENT TEAM

The Adviser makes investment decisions for the Fund and continuously reviews,
supervises and administers the Fund's respective investment program.

The Board of Trustees of the Trust supervises the Adviser and establishes
policies that the Adviser must follow in its management activities.

National City Investment Management Company, with its principal offices at 1900
East Ninth Street, Cleveland, Ohio 44114, serves as Adviser to the Fund. On June
30, 2000, the Adviser had approximately $25.6 billion in assets under
management.

The Adviser utilizes a team approach for management of the Fund. No one person
is primarily responsible for making investment recommendations to the team.

For the fiscal period ended May 31, 2000, the Adviser received 0.75% in advisory
fees paid as a percentage of average net assets. The Adviser's Equity Value Team
is responsible for the Fund's management.

PURCHASING, SELLING AND EXCHANGING FUND SHARES

This section tells you how to purchase, sell (sometimes called "redeem") and
exchange Class A, Class B, Class C and Class I Shares of the Fund.

The classes have different expenses and other characteristics.


                                  Page 16 of 33
<PAGE>

     CLASS A SHARES
     -   FRONT-END SALES CHARGE
     -   LOW 12b-1 FEES
     -   $500 MINIMUM INITIAL INVESTMENT - NO SUBSEQUENT MINIMUM

     CLASS B SHARES (EXCHANGE ONLY FROM AN ARMADA NON-MONEY MARKET FUND OR
     ARRANGE FOR A SYSTEMATIC EXCHANGE PROGRAM)
     -   NO FRONT-END SALES CHARGE
     -   CONTINGENT DEFERRED SALES CHARGE (BACK-END SALES CHARGE IF YOU REDEEM
         WITHIN 5 YEARS - DECLINING FROM YEAR TO YEAR)
     -   HIGHER 12b-1 FEES THAN CLASS A
     -   $500 MINIMUM INITIAL INVESTMENT - NO SUBSEQUENT MINIMUM
     -   CONVERTS TO CLASS A SHARES AFTER THE EIGHTH YEAR

     CLASS C SHARES
     -   NO FRONT-END SALES CHARGE
     -   CONTINGENT DEFERRED SALES CHARGE (BACK-END SALES CHARGE IF YOU REDEEM
         WITHIN THE FIRST 18 MONTHS)
     -   HIGHER 12b-1 FEES THAN CLASS A
     -   $500 MINIMUM INITIAL INVESTMENT - NO SUBSEQUENT MINIMUM
     -   DOES NOT CONVERT TO ANY OTHER CLASS

     CLASS I SHARES
     -   NO SALES CHARGE
     -   NO MINIMUM INITIAL INVESTMENT
     -   ONLY AVAILABLE TO FINANCIAL INSTITUTIONS

Class I Shares are for financial institutions investing for their own or their
customers' accounts. For information on how to open an account and set up
procedures for placing transactions call 1-800-622-FUND (3863). From time to
time, the Adviser may pay from its own resources a fee to financial institutions
that generate purchase orders for Class I Shares.

Class A and Class B Shares are for individual and corporate investors and
retirement plans. Class C Shares are for individual investors and retirement
plans. For investors purchasing shares through a Planned Investment Program, the
minimum initial investment is $50.

HOW TO PURCHASE FUND SHARES -  CLASS A, CLASS B AND CLASS C SHARES

You may purchase Class A, Class B or Class C Shares directly by:
-   Internet
-   Telephone
-   Mail
-   Automated Clearing House (ACH)
-   Wire

To purchase shares directly from us, please log on to our website at
www.armadafunds.com, or call 1-800-622-FUND (3863). To set up a new account with
a different registration, complete and send in an Armada Funds New Account
application. You may complete the application directly online through the Armada
Website. Please print, sign and mail when finished or, you


                                  Page 17 of 33
<PAGE>

may call 1-800-622-FUND (3863) to obtain an application. Unless you arrange to
pay by wire or ACH, write your check, payable in U.S. dollars, to "Armada Funds
(Fund name)." The Trust cannot accept third-party checks, credit cards, credit
card checks or cash.

To purchase shares by wire, call 1-800-622-FUND (3863) to set up your account to
accommodate wire transactions and to receive a wire control number to be
included in the body of the wire. To initiate your wire transaction, call your
depository institution. Federal funds (monies transferred from one bank to
another through the Federal Reserve system with same-day availability) should be
wired to:

State Street Bank and Trust Company
ABA #011000028
Account
(Account Registration)
(Account Number)
(Wire Control Number)

Note: Your bank may charge you a fee for this service.

BUYING OR SELLING SHARES THROUGH A FINANCIAL INTERMEDIARY - CLASS A, CLASS B,
CLASS C AND CLASS I SHARES

You may also buy Class A, Class B, Class C or Class I Shares through accounts
with brokers and other institutions that are authorized to place trades in Fund
shares for their customers. If you invest through an authorized institution, you
will have to follow its procedures. Your broker or institution may charge a fee
for its services, in addition to the fees charged by the Trust. You will also
generally have to address your correspondence or questions regarding a Fund to
your institution.

Your investment representative is responsible for transmitting all subscription
and redemption requests, investment information, documentation and money to the
Fund on time. Certain investment representatives have agreements with the Fund
that allow them to enter confirmed purchase or redemption orders on behalf of
clients and customers. Under this arrangement, the investment representative
must send your payment to the Fund by the time it prices its shares on the
following day. If your investment representative fails to do so, it may be
responsible for any resulting fees or losses.


                                  Page 18 of 33
<PAGE>

GENERAL INFORMATION

You may purchase shares on any day that the New York Stock Exchange is open for
business (a "Business Day").

The Trust may reject any purchase order if it is determined that accepting the
order would not be in the best interests of the Fund or its shareholders.

The price per share (the offering price) will be the net asset value per share
(NAV) next determined after the Fund receives your purchase order plus, in the
case of Class A Shares, the applicable front-end sales charge. Daily NAV is
calculated for the Fund each Business Day at 4:00 p.m. Eastern time, the
regularly-scheduled close of normal trading on the New York Stock Exchange. The
deadline for submitting a purchase order to the Transfer Agent in order to
receive the current Business Day's NAV is 4:00 p.m. Eastern time.

So, for you to be eligible to receive dividends declared on the day you submit
your purchase order, the Fund generally must receive your order by the above
listed deadlines and federal funds (readily available funds) before 2:00 p.m.
Eastern time the following day.

HOW WE CALCULATE NAV

NAV for one Fund share is the value of that share's portion of the assets of the
Fund less liabilities and class expenses.

In calculating NAV, the Fund generally values its investment portfolio at market
price. In the event that a sale of a particular fixed income security is not
reported for that day, fixed income securities are priced at the mean between
the most recent quoted bid and asked prices. Unlisted securities and securities
traded on a national securities market for which market quotations are readily
available are valued at the mean between the most recent bid and asked prices.

In the event that a sale of a particular equity security is not reported for
that day, shares are priced at the last bid quotation. If market prices are
unavailable or the Fund thinks that they are unreliable, fair value prices may
be determined in good faith using methods approved by the Board of Trustees.

The Fund holds securities that are listed on foreign exchanges. These securities
may trade on weekends or other days when the Fund does not calculate NAV. As a
result, the market value of the Fund's investments may change on days when you
cannot buy or sell shares of the Fund.

PLANNED INVESTMENT PROGRAM

With a $50 minimum initial investment and if you have a checking or savings
account with a bank, you may purchase Class A, Class B or Class C Shares
automatically through regular deductions from your account in amounts of at
least $50 per month.

You may arrange for participation in this program via the Internet at
www.armadafunds.com, by calling 1-800-622-FUND (3863) or by completing an
account application.


                                  Page 19 of 33
<PAGE>

SALES CHARGES

FRONT-END SALES CHARGES -- CLASS A SHARES

The offering price of Class A Shares is the NAV next calculated after the Fund
receives your request, plus the front-end sales load.

The amount of any front-end sales charge included in your offering price varies,
depending on the amount of your investment:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                       SALES CHARGE AS A % OF                          DEALERS' REALLOWANCE
                                         OFFERING PRICE PER    AS A % OF NET ASSET      AS A % OF OFFERING
If your Investment is:                          SHARE            VALUE PER SHARE         PRICE PER SHARE
-------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>                     <C>
Less than $25,000                               5.50                   5.80                    5.25
-------------------------------------------------------------------------------------------------------------------
$25,000 but less than $50,000                   5.25                   5.50                    5.00
-------------------------------------------------------------------------------------------------------------------
$50,000 but less than $100,000                  4.75                   5.00                    4.50
-------------------------------------------------------------------------------------------------------------------
$100,000 but less than $250,000                 3.75                   3.90                    3.50
-------------------------------------------------------------------------------------------------------------------
$250,000 but less than $500,000                 3.00                   3.10                    2.75
-------------------------------------------------------------------------------------------------------------------
$500,000 but less than $1,000,000               2.00                   2.00                    1.75
-------------------------------------------------------------------------------------------------------------------
$1,000,000 or more                              0.00                   0.00                    0.00
-------------------------------------------------------------------------------------------------------------------
</TABLE>

With respect to purchases of $1,000,000 or more of the Fund, the Adviser may pay
from its own resources a fee of 1.00% of the amount invested to the financial
institution placing the purchase order. A 1.00% sales charge will be assessed
against a shareholder's Fund account if its value falls below $1,000,000 due to
a redemption by the shareholder within the first year following the initial
investment of $1,000,000 or more.

WAIVER OF FRONT-END SALES CHARGE -- CLASS A SHARES

The front-end sales charge will be waived on Class A Shares purchased:

-    by Trustees and Officers of the Trust and their immediate families (spouse,
     parents, siblings, children and grandchildren);

-    by directors and retired directors of National City Corporation (NCC) or
     any of its affiliates and their immediate families, employees and retired
     employees of NCC or any of its affiliates and their immediate families and
     participants in employee benefit/retirement plans of NCC or any of its
     affiliates and their immediate families;

-    by direct transfer of rollover from a qualified plan for which affiliates
     of NCC serve as trustee or agent (or certain institutions having
     relationships with affiliates of NCC);

-    by investors purchasing through payroll deduction, investors in Armada Plus
     account through NCC's Retirement Plan Services or investors investing
     through "one stop" networks;

-    by orders placed by qualified broker-dealers, investment advisers or
     financial planners who charge a management fee for their services and place
     trades for their own account or accounts of clients;

-    when shares are purchased through certain broker-dealers who have agreed
     to provide certain services with respect to shares of the Funds, including
     Charles Schwab Mutual Fund Marketplace.-TM- Check with your broker-dealer
     to see if you qualify for this exemption; and

-    By direct rollover from an Armada Plus Retirement Plan or Armada SIMPLE
     IRA.


                                  Page 20 of 33
<PAGE>

REPURCHASE OF CLASS A SHARES

You may repurchase any amount of Class A Shares of the Fund at NAV without the
normal front-end sales charge, up to the limit of the value of any amount of
Class A Shares (other than those which were purchased with reinvested dividends
and distributions) that you redeemed within the past 180 days. In effect, this
allows you to reacquire shares that you may have had to redeem, without
re-paying the front-end sales charge. To exercise this privilege, the Fund must
receive your purchase order within 180 days of your redemption. IN ADDITION, YOU
MUST NOTIFY THE FUND WHEN YOU SEND IN YOUR PURCHASE ORDER THAT YOU ARE
REPURCHASING SHARES AND WOULD LIKE TO EXERCISE THIS OPTION.

REDUCED SALES CHARGES -- CLASS A SHARES

RIGHTS OF ACCUMULATION. In calculating the appropriate sales charge rate, this
right allows you to add the value of the Class A Shares you already own to the
amount that you are currently purchasing. The Fund will combine the value of
your current purchases with the current value of any Class A Shares you
purchased previously for

(i) your account
(ii) your spouse's account
(iii) a joint account with your spouse or
(iv) your minor children's trust or custodial accounts.

A fiduciary purchasing shares for the same fiduciary account, trust or estate
may also use this right of accumulation. The Fund will only consider the value
of Class A Shares purchased previously that were sold subject to a sales charge.
TO BE ENTITLED TO A REDUCED SALES CHARGE BASED ON SHARES ALREADY OWNED, YOU MUST
ASK US FOR THE REDUCTION AT THE TIME OF PURCHASE. You must provide the Fund with
your account number(s) and, if applicable, the account numbers for your spouse
and/or children (and provide the children's ages). The Fund may amend or
terminate this right of accumulation at any time.

LETTER OF INTENT. You may purchase Class A Shares at the sales charge rate
applicable to the total amount of the purchases you intend to make over a
13-month period. In other words, a Letter of Intent allows you to purchase Class
A Shares of the Fund over a 13-month period and receive the same sales charge as
if you had purchased all the shares at the same time. The Fund will only
consider the value of Class A Shares sold subject to a sales charge. As a
result, Class A Shares purchased with dividends or distributions will not be
included in the calculation. To be entitled to a reduced sales charge based on
shares you intend to purchase over the 13-month period, you must send the Fund a
Letter of Intent. In calculating the total amount of purchases you may include
in your letter purchases made up to 90 days before the date of the Letter. The
13-month period begins on the date of the first purchase, including those
purchases made in the 90-day period before the date of the Letter. Please note
that the purchase price of these prior purchases will not be adjusted.

If you do not purchase the amount of shares indicated in the Letter, the Letter
authorizes the Fund to hold in escrow 4% of the total amount you intend to
purchase. If you do not complete the total intended purchase at the end of the
13-month period or you redeem the entire amount within one year from the time of
fulfillment, the Fund's transfer agent will redeem the necessary portion of the
escrowed shares to make up the difference between the reduced rate sales charge
(based on


                                  Page 21 of 33
<PAGE>

the amount you intended to purchase) and the sales charge that would normally
apply (based on the actual amount you purchased).

COMBINED PURCHASE/QUANTITY DISCOUNT PRIVILEGE. When calculating the appropriate
sales charge rate, the Fund will combine same day purchases of Class A Shares
(that are subject to a sales charge) made by you, your spouse and your minor
children (under age 21). This combination also applies to Class A Shares you
purchase with a Letter of Intent. YOU MUST NOTIFY THE FUND OF THE PURCHASES THAT
QUALIFY FOR THIS DISCOUNT.

CONTINGENT DEFERRED SALES CHARGES -- CLASS B AND CLASS C SHARES

You do not pay a sales charge when you purchase Class B or Class C Shares. The
offering price of Class B and Class C Shares is simply the next calculated NAV.
But if you sell your Class B Shares within five years after your purchase or
your Class C Shares within eighteen months of purchase, you will pay a
contingent deferred sales charge as described in the table below for Class B
Shares or 1.00% for Class C Shares on either (1) the NAV of the shares at the
time of purchase, or (2) NAV of the shares next calculated after the Fund
receives your sale request in good order, whichever is less. The sales charge
does not apply to shares you purchase through reinvestment of dividends or
distributions. So, you never pay a deferred sales charge on any increase in your
investment above the initial offering price. This sales charge does not apply to
exchanges of Class B Shares of the Fund for Class B Shares of another Armada
Fund or to exchanges of Class C Shares of the Fund for Class C Shares of another
Armada Fund. After eight years, your Class B Shares are converted to Class A
Shares. There is no conversion feature for Class C Shares.

<TABLE>
<CAPTION>

                                           CLASS B SHARES
                         CONTINGENT DEFERRED SALES CHARGE AS A PERCENTAGE OF
YEARS SINCE PURCHASE               DOLLAR AMOUNT SUBJECT TO CHARGE
--------------------------------------------------------------------------------
<S>                                      <C>
FIRST                                       5.0%
SECOND                                      5.0%
THIRD                                       4.0%
FOURTH                                      3.0%
FIFTH                                       2.0%
SIXTH                                       NONE
SEVENTH                                     NONE
EIGHTH                                      NONE
</TABLE>

When an investor redeems his or her Class B and Class C Shares, the redemption
order is processed to minimize the amount of the contingent deferred sales
charge that will be charged. Class B and Class C Shares are redeemed first from
those Class B and Class C Shares that are not subject to the deferred sales load
(i.e., Class B and Class C Shares that were acquired through reinvestment of
dividends or capital gain distributions) and thereafter, unless otherwise
designated by the shareholder, from the Class B and Class C Shares that have
been held the longest.

The contingent deferred sales charge will be waived if you sell your Class B or
Class C Shares for the following reasons:

-   redemptions following the death or disability of a shareholder;
-   redemptions representing a minimum required distribution from an IRA or a
    custodial account to a shareholder who has reached 70 1/2 years of age;
-   minimum required distributions from an IRA or a custodial account to a
    shareholder who has died or become disabled;


                                  Page 22 of 33
<PAGE>

-   redemptions by participants in a qualified plan for retirement loans,
    financial hardship, certain participant expenses and redemptions due to
    termination of employment with plan sponsor;
-   redemptions by a settlor of a living trust;
-   redemptions effected pursuant to a Fund's right to liquidate a shareholder's
    account if the value of shares held in the account is less than the minimum
    account size;
-   return of excess contributions;
-   redemptions following the death or disability of both shareholders in the
    case of joint accounts;
-   exchanges of Class B Shares between Class B Shares or Class C Shares between
    Class C Shares, respectively of the Trust; and
-   distributions of less than 10% of the annual account value under a
    Systematic Withdrawal Plan.

GENERAL INFORMATION ABOUT SALES CHARGES

Your securities dealer is paid a commission when you buy Class A Shares and is
paid a servicing fee as long as you hold your shares. For Class B or C Shares,
your securities dealer receives a servicing fee after 12 months and then as long
as you hold your shares. Your securities dealer or servicing agent may receive
different levels of compensation depending on which class of shares you buy.

From time to time, some financial institutions may be reallowed up to the entire
sales charge. Firms that receive a reallowance of the entire sales charge may be
considered underwriters for the purpose of federal securities law.

There are no sales charges on the purchase of Class I Shares.

HOW TO SELL YOUR FUND SHARES

Holders of Class A, Class B, Class C and Class I Shares may sell shares by
following the procedures established when they opened their account or accounts.
If you have questions, call 1-800-622-FUND (3863).

If you own your shares directly, you may sell (sometimes called "redeem") your
shares on any Business Day through the Internet at www.armadafunds.com, by
telephone at 1-800-622-FUND (3863) or by mail. The minimum amount for Internet
and telephone redemptions is $100.

If you own your shares through an account with a broker or other institution,
contact that broker or institution to sell your shares. Your broker or
institution may charge a fee for its services, in addition to the fees charged
by the Fund.

If you would like to sell $100,000 or more of your shares, please notify the
Fund in writing and include a signature guarantee by a bank or other financial
institution (a notarized signature is not sufficient).

The sale price of each share for redemption requests received in good order by
the Fund will be the next NAV determined less, in the case of Class B and Class
C Shares, any applicable deferred sales charge. Good order means that your
request includes complete information and legal


                                  Page 23 of 33
<PAGE>

requirements on your purchase, exchange or redemption and that the Fund has
received the appropriate assets.

When an Investor redeems his or her Class B Shares, the redemption order is
processed to minimize the amount of the contingent deferred sales charge that
will be charged. Class B Shares are redeemed first from those Class B Shares
that are not subject to the deferred sales load (i.e., Class B Shares that were
acquired through reinvestment of dividends or capital gain distributions) and
thereafter, unless otherwise designated by the shareholder, from the Class B
Shares that have been held the longest.

SYSTEMATIC WITHDRAWAL PLAN - CLASS A, CLASS B AND CLASS C SHARES

If you have at least $1,000 in your account, you may use the Systematic
Withdrawal Plan. Under the plan you may arrange periodic automatic withdrawals
of at least $100 from any Fund. The proceeds of each withdrawal will be mailed
to you by check or, if you have a checking or savings account with a bank,
electronically transferred to your account. There will be no deferred sales
charge on systematic withdrawals made on Class B or Class C Shares, as long as
the amounts withdrawn do not exceed 10% annually of the account balance. You may
arrange for participation in this program via the Internet at
www.armadafunds.com or by calling 1-800-622-FUND (3863), or by completing an
account application.

RECEIVING YOUR MONEY

Normally, we will send your sale proceeds within seven Business Days after we
receive your request in good order. Good order means that your request includes
complete information on your purchase, exchange or redemption and that the Fund
has received the appropriate assets. Your proceeds can be wired to your bank
account or sent to you by check. Armada Funds does not charge a fee to wire your
funds; however, your institution may charge a fee. IF YOU RECENTLY PURCHASED
YOUR SHARES BY CHECK OR THROUGH ACH, REDEMPTION PROCEEDS MAY NOT BE AVAILABLE
UNTIL YOUR CHECK HAS CLEARED (WHICH MAY TAKE UP TO 15 DAYS FROM YOUR DATE OF
PURCHASE). IF YOU RECENTLY CHANGED YOUR ADDRESS, YOU WILL NOT BE ABLE TO REDEEM
YOUR SHARES WITHIN 10 DAYS AFTER THE CHANGE WITHOUT A SIGNATURE GUARANTEE.

REDEMPTIONS IN KIND

We generally pay sale (redemption) proceeds in cash. However, under unusual
conditions that make the payment of cash unwise (and for the protection of the
Fund's remaining shareholders) we might pay all or part of your redemption
proceeds in liquid securities with a market value equal to the redemption price
(redemption in kind). It is highly unlikely that your shares would ever be
redeemed in kind, but if they were you would probably have to pay transaction
costs to sell the securities distributed to you, as well as taxes on any capital
gains from the sale as with any redemption.


                                  Page 24 of 33
<PAGE>

INVOLUNTARY SALE OF YOUR SHARES

If your account balance drops below $500 because of redemptions, you may be
required to sell your shares. But, we will always give you at least 60 days'
written notice to give you time to add to your account and avoid the sale of
your shares.

SUSPENSION OF YOUR RIGHT TO SELL YOUR SHARES

The Fund may suspend your right to sell your shares if the New York Stock
Exchange restricts trading, the SEC declares an emergency or for other reasons.
More information about this is in our Statement of Additional Information.

HOW TO EXCHANGE YOUR SHARES- CLASS A, CLASS B AND CLASS C SHARES

You may exchange your shares on any Business Day through the Internet at
www.armadafunds.com, by telephone or by mail. Exchange requests into a new
Armada Fund must be for an amount of at least $500.

The exchange privilege is a convenient way to respond to changes in investment
goals or in market conditions. This privilege is not designed for
market-timing - switching money into investments in anticipation of rising
prices or taking money out in anticipation of the market falling. As money is
shifted in and out, a Fund incurs expenses for buying and selling securities.
These costs are borne by all Fund shareholders, including the long-term
investors who do not generate the costs. Therefore, the Fund discourages short-
term trading by, among other things, limiting the number of exchanges to one
exchange every two months during a given 12-month period beginning upon the date
of the first exchange transaction. The Trust may contact a shareholder who
exceeds the limit and, if a market-timing pattern continues, management of the
Trust may revoke the shareholder's privilege to purchase shares of a Fund
through exchanges. Management of the Trust reserves the right to limit, amend or
impose charges upon, terminate or otherwise modify the exchange privilege. Any
modification to the exchange privilege will not otherwise affect your right to
redeem shares. You will be provided 60 days' notice before any material change
to the exchange privilege is made. Any modification of the exchange privilege
will not otherwise affect your right to redeem shares.

IF YOU RECENTLY PURCHASED SHARES BY CHECK OR THROUGH ACH, YOU MAY NOT BE ABLE TO
EXCHANGE YOUR SHARES UNTIL YOUR CHECK OR ACH TRANSMISSION HAS CLEARED (WHICH MAY
TAKE UP TO 15 DAYS FROM YOUR DATE OF PURCHASE).

When you exchange shares, you are really selling your shares and buying other
Armada Fund shares. So, your sale price and purchase price will be based on the
NAV next calculated after the Fund receives your exchange request.

CLASS A SHARES

You may exchange Class A Shares of the Fund for Class A Shares of any other
Armada Fund. If you exchange shares that you purchased without a sales charge or
with a lower sales charge into an Armada Fund with a sales charge or with a
higher sales charge, the exchange is subject to an incremental sales charge
(e.g., the difference between the lower and higher applicable sales charges). If
you exchange shares into an Armada Fund with the same, lower or no sales charge
there is no incremental sales charge for the exchange in this manner.


                                  Page 25 of 33
<PAGE>

CLASS B SHARES

You may exchange Class B Shares of the Fund for Class B Shares of any other
Armada Fund. No contingent deferred sales charge is imposed on redemptions of
shares you acquire in an exchange, provided you hold your shares for at least
five years from your initial purchase.

CLASS C SHARES

You may exchange Class C Shares of the Fund for Class C Shares of any other
Armada Fund. No contingent deferred sales charge is imposed on redemptions of
shares you acquire in an exchange in this manner, provided you hold your shares
for at least 18 months from your initial purchase.

TELEPHONE AND INTERNET TRANSACTIONS

Purchasing, selling and exchanging Fund shares over the telephone or via the
Internet is extremely convenient, but not without risk. Although the Trust has
certain safeguards and procedures to confirm the authenticity of instructions,
the Trust is not responsible for any losses or costs incurred by following
telephone or Internet instructions we reasonably believe to be genuine. If you
or your financial institution transact with the Fund over the telephone or via
the Internet, you will generally bear the risk of any loss, provided the Fund
has followed reasonable procedures to confirm the authenticity of instructions.

DISTRIBUTION OF FUND SHARES

The Fund has adopted distribution plans under Rule 12b-1, pursuant to the
Investment Company Act of 1940, as amended, that allows the Fund to pay
distribution and service fees for the sale and distribution of its shares, and
for services provided to shareholders. Because these fees are paid out of the
Fund's assets continuously, over time these fees will increase the cost of your
investment and may cost you more than paying other types of sales charges.

Distribution fees, after fee waivers, as a percentage of average daily net
assets are as follows:

<TABLE>
<CAPTION>
                                   Class A(1)   Class B    Class C    Class I(1)
                                   ----------   -------    --------   ----------
<S>                                <C>          <C>        <C>        <C>
Armada Large Cap Value Fund         0.05%        0.75%       0.75%     0.05%
</TABLE>

(1) The Fund is permitted to pay up to 0.10% for distribution fees on Class A
    and Class I Shares.

The Distributor may, from time to time in its sole discretion, institute one or
more promotional incentive programs for dealers, which will be paid for by the
Distributor from any sales charge it receives or from any other source available
to it. Under any such program, the Distributor may provide cash or non-cash
compensation as recognition for past sales or encouragement for future sales
that may include the following: merchandise, travel expenses, prizes, meals, and
lodgings, and gifts that do not exceed $100 per year, per individual.

DIVIDENDS AND TAXES

The Fund distributes income quarterly.


                                  Page 26 of 33
<PAGE>

The Fund makes distributions of capital gains, if any, at least annually. If you
own Fund shares on the Fund's record date, you will be entitled to receive the
dividend and/or capital gain distribution.

You will receive dividends and distributions in the form of additional Fund
shares unless you elect to receive payment in cash. Holders of Class A, Class B
or Class C Shares may change your distribution options directly through the
Internet at www.armadafunds.com, or you must notify the Fund in writing prior to
the date of the distribution. Your election will be effective for dividends and
distributions paid the next day if done through the Internet or after the Fund
receives your written notice.

For holders of Class I Shares to elect to receive payment in cash you must
notify the Fund in writing prior to the date of distribution. Your election will
be effective for dividends and distributions received after the Fund receives
your written notice. To cancel your election, simply send the Fund written
notice.

FEDERAL TAXES

The Fund contemplates declaring as dividends each year all or substantially all
of its taxable income, including its net capital gain (the excess of long-term
capital gain over short-term capital loss). Distributions attributable to the
net capital gain of the Fund will be taxable to you as long-term capital gain,
regardless of how long you have held your shares. Other Fund distributions
(other than exempt-interest dividends, discussed below) will generally be
taxable as ordinary income. You will be subject to income tax on Fund
distributions regardless of whether they are paid in cash or reinvested in
additional shares. You will be notified annually of the tax status of
distributions to you.

The Fund uses a tax management technique known as "highest in, first out." Using
this technique, the portfolio holdings that have experienced the smallest gain
or largest loss are sold first in an effort to minimize capital gains and
enhance after-tax returns.

You should note that if you purchase shares just before a distribution, the
purchase price will reflect the amount of the upcoming distribution, but you
will be taxable on the entire amount of the distribution received, even though,
as an economic matter, the distribution simply constitutes a return of capital.
This is known as "buying into a dividend."

You will recognize taxable gain or loss on a sale, exchange or redemption of
your shares, including an exchange for shares of another Armada Fund (or an
in-kind redemption), based on the difference between your tax basis in the
shares and the amount you receive for them. (To aid in computing your tax basis,
you generally should retain your account statements for the periods during which
you held shares.) Any loss realized on shares held for six months or less will
be treated as a long-term capital loss to the extent of any capital gain
dividends that were received on the shares. Additionally, any loss realized on a
sale or redemption of shares of the Fund may be disallowed under "wash sale"
rules to the extent the shares disposed of are replaced with other shares of the
Fund within a period of 61 days beginning 30 days before and ending 30 days
after the shares are disposed of, such as pursuant to a dividend reinvestment in
shares of the Fund. If disallowed, the loss will be reflected in an adjustment
to the basis of the shares acquired.

The one major exception to these tax principles is that distributions on, and
sales, exchanges and redemptions of, shares held in an IRA (or other
tax-qualified plan) will not be currently taxable.


                                  Page 27 of 33
<PAGE>

The foregoing is only a summary of certain tax considerations under current law,
which may be subject to change in the future. Shareholders who are nonresident
aliens, foreign trusts or estates, or foreign corporations or partnerships, may
be subject to different United States federal income tax treatment. You should
consult your tax adviser for further information regarding federal, state, local
and/or foreign tax consequences relevant to your specific situation.

STATE AND LOCAL TAXES

Shareowners may also be subject to state and local taxes on distributions and
redemptions. State income taxes may not apply, however, to the portions of the
Fund's distributions, if any, that are attributable to interest on federal
securities or interest on securities of the particular state or localities
within the state. Shareowners should consult their tax advisers regarding the
tax status of distributions in their states and localities.

MORE INFORMATION ABOUT TAXES IS IN THE STATEMENT OF ADDITIONAL INFORMATION.


                                  Page 28 of 33
<PAGE>

FINANCIAL HIGHLIGHTS

The tables that follow present performance information about Class A, Class B,
Class C and Class I Shares of the Fund. This information is intended to help you
understand the Fund's financial performance for the past five years, or, if
shorter, the period of the Fund's operations. Some of this information reflects
financial information for a single Fund share. The total returns in the table
represent the rate that you would have earned (or lost) on an investment in a
Fund, assuming you reinvested all of your dividends and distributions.

Except as stated otherwise below, this information has been audited by Ernst &
Young LLP, independent auditors, whose report, along with the Fund's financial
statements, are included in the annual report.

You can obtain the Funds' annual report, which contains more performance
information, at no charge by calling 1-800-622-FUND (3863).


                                  Page 29 of 33
<PAGE>

FINANCIAL HIGHLIGHTS
ARMADA LARGE CAP VALUE FUND
FOR A PORTFOLIO SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<CAPTION>

                                                                             FOR THE YEAR ENDED MAY 31,
                                  FOR THE SIX-MONTHS ENDED                               2000
                                   NOVEMBER 30, 2000 (6)
                             CLASS A CLASS B CLASS C CLASS I CLASS A   CLASS B   CLASS C(4)   CLASS I
<S>                          <C>      <C>     <C>     <C>    <C>      <C>      <C>            <C>
Net asset value, beginning of                                $18.79      $18.69     $15.27     $18.80
period

INCOME FROM INVESTMENT
OPERATIONS
Net investment income                                          0.30        0.19       0.08       0.35
Net gain (loss) on securities                                 (1.87)      (1.84)      0.63      (1.85)
(realized and unrealized)
Total from investment                                         (1.57)      (1.65)      0.71      (1.50)
operations

LESS DISTRIBUTIONS
Dividends from net investment                                 (0.31)      (0.20)     (0.05)     (0.36)
income
Distributions from net realized                               (0.91)      (0.91)     (0.00)     (0.91)
capital gains
Total distributions                                           (1.22)      (1.11)     (0.05)     (1.27)
Net asset value, end of period                               $16.00      $15.93     $15.93     $16.03


TOTAL RETURN                                                  (8.30)%(2)  (8.77)%(2)  4.65%(2,5)(7.95)%
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in                                 $9,070     $1,357      $105      $500,135
000's)
Ratio of expenses to average                                   1.17%       1.88%      1.88%(1)   0.92%
net assets
Ratio of net investment income                                 1.82%       1.11%      1.11%(1)   2.07%
to average net assets
Ratio of expenses to average                                   1.23%       1.88%      1.88%(1)   0.98%
net assets before fee waivers
Ratio of net investment income                                 1.76%       1.11%      1.11%(1)   2.01%
to average net assets before fee
waivers
Portfolio turnover rate                                          40%         40%        40%        40%

<CAPTION>

                                   FOR THE YEAR ENDED MAY 31,
                                             1999                            1998
                                 CLASS A      CLASS B  CLASS I    CLASS A    CLASS B(3)   CLASS I
<S>                              <C>          <C>       <C>       <C>        <C>          <C>
Net asset value, beginning of     $17.51      $17.54    $17.53    $14.86     $16.28       $14.87
period

INCOME FROM INVESTMENT
OPERATIONS
Net investment income               0.21        0.17      0.30      0.26       0.46         0.27
Net gain (loss) on securities       1.55        1.39      1.50      3.41       0.86         3.44
(realized and unrealized)
Total from investment               1.76        1.56      1.80      3.67       1.32         3.71
operations

LESS DISTRIBUTIONS
Dividends from net investment      (0.23)      (0.16)    (0.28)    (0.29)     (0.06)       (0.32)
income
Distributions from net realized    (0.25)      (0.25)    (0.25)    (0.73)     (0.00)       (0.73)
capital gains
Total distributions                (0.48)      (0.41)    (0.53)    (1.02)     (0.06)       (1.05)
Net asset value, end of period    $18.79      $18.69    $18.80    $17.51     $17.54       $17.53


TOTAL RETURN                       10.40%(2)    9.14%(2) 10.62%    25.41%(2)  25.58%(1,2)  25.69%
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in      $11,075      $997     $548,361  $2,151      $3          $193,923
000's)
Ratio of expenses to average        1.18%       1.89%    0.93%       1.17%      1.86%(1)     0.92%
net assets
Ratio of net investment income      1.82%       1.11%    2.07%       1.62%      0.68%(1)     1.80%
to average net assets
Ratio of expenses to average        1.18%       1.89%    0.93%       1.17%      1.86%(1)     0.92%
net assets before fee waivers
Ratio of net investment income      1.82%       1.11%    2.07%       1.62%      0.68%(1)     1.80%
to average net assets before fee
waivers
Portfolio turnover rate               19%         19%      19%         18%        18%          18%

                                  Page 30 of 33
<PAGE>

<CAPTION>

                                               1997                1996
                                       CLASS A    CLASS I   CLASS A   CLASS I
<S>                                     <C>       <C>       <C>       <C>
Net asset value, beginning of           $12.65    $12.66    $11.01   $11.01
 period

INCOME FROM INVESTMENT
OPERATIONS
Net investment income                     0.31      0.30      0.33     0.34
Net gain/loss on securities               2.68      2.73      1.77     1.79
(realized and unrealized)                 2.99      3.03      2.10     2.13
Total from investment
operations

LESS DISTRIBUTIONS
Dividends from net investment            (0.27)    (0.31)    (0.32)   (0.34)
income
Distributions from net realized          (0.51)    (0.51)    (0.14)   (0.14)
capital gains
Total distributions                      (0.78)    (0.82)    (0.46)   (0.48)
Net asset value, end of period          $14.86    $14.87    $12.65   $12.66

TOTAL RETURN                             24.33%(2) 24.62%   19.37%(2) 19.72%
RATIOS/SUPPLEMENTAL DATA

Net assets, end of period (in           $410      $127,130  $263     $61,978
000's)
Ratio of expenses to average              1.26%     1.01%     1.31%    1.06%
net assets
Ratio of net investment income            2.17%     2.44%     2.75%    3.02%
to average net assets
Ratio of expenses to average              1.26%     1.01%     1.32%    1.08%
net assets before fee waivers
Ratio of net investment income            2.17%     2.44%     2.74%    3.00%
to average net assets before fee
waivers
Portfolio turnover rate                     35%       35%       53%      53%
</TABLE>


(1) ANNUALIZED.
(2) TOTAL RETURN EXCLUDES SALES CHARGE.
(3) CLASS B COMMENCED OPERATIONS ON JANUARY 6, 1998.
(4) CLASS C COMMENCED OPERATIONS JANUARY 27, 2000.
(5) TOTAL RETURNS FOR THE PERIOD INDICATED HAS NOT BEEN ANNUALIZED.
(6) UNAUDITED.


                                  Page 31 of 33
<PAGE>

                                  ARMADA FUNDS

INVESTMENT ADVISER

National City Investment
Management Company
1900 East Ninth Street
Cleveland, Ohio 44114

DISTRIBUTOR

SEI Investments Distribution Co.
One Freedom Valley Drive
Oaks, Pennsylvania 19456

LEGAL COUNSEL

Drinker Biddle & Reath LLP
One Logan Square
18th and Cherry Streets
Philadelphia, PA 19103-6996

More information about the Fund is available without charge through the
following:

STATEMENT OF ADDITIONAL INFORMATION (SAI)

The SAI, as it may be amended or supplemented from time to time, includes more
detailed information about the Armada Funds, including the Armada Large Cap
Value Fund. The SAI is on file with the SEC and is incorporated by reference
into this prospectus. This means that the SAI, for legal purposes, is a part of
this prospectus.

ANNUAL AND SEMI-ANNUAL REPORTS

These reports list the Fund's holdings and contain information from the Fund's
managers about strategies, and recent market conditions and trends and their
impact on Fund performance. The reports also contain detailed financial
information about the Fund.

TO OBTAIN MORE INFORMATION:

BY INTERNET:
www.armadafunds.com

BY TELEPHONE:
Call 1-800-622-FUND (3863)

BY MAIL:
P.O. Box 8421
Boston, MA 02266-8421


                                  Page 32 of 33
<PAGE>

FROM THE SEC: You can also obtain the SAI or the Annual and Semi-Annual reports,
as well as other information about the Armada Funds, from the EDGAR Database on
the SEC's website (http://www.sec.gov). You may review and copy documents at the
SEC Public Reference Room in Washington, DC (information on the operation of the
Public Reference Room may be obtained by calling the SEC at 202-942-8090). You
may request documents by mail from the SEC, upon payment of a duplicating fee,
by writing to: Securities and Exchange Commission, Public Reference Section,
Washington, DC 20549-0102. You may also obtain this information, upon payment of
a duplicating fee, by e-mailing the SEC at the following address:
[email protected].

Armada Funds' Investment Company Act registration number is 811-4416.


                                  Page 33 of 33

<PAGE>

                                      PART B

     The Statement of Additional Information filed with the Commission on
December 15, 2000 as Part B with Post-Effective Amendment No. 54 to the
Registration Statement on Form N-1A of Armada Funds is incorporated herein by
reference.


<PAGE>


                                    FORM N-1A

                           PART C - OTHER INFORMATION


ITEM 23. EXHIBITS.

         (a)    Declaration of Trust dated January 28, 1986 is incorporated
                herein by reference to Exhibit (a) to Post-Effective Amendment
                No. 48 to Registrant's Registration Statement on Form N-1A (File
                Nos. 33-488/811-4416) filed on October 6, 1999 ("PEA No. 48").

                1.     Amendment No. 1 to Declaration of Trust is incorporated
                       herein by reference to Exhibit a(1) to PEA No. 48.

                2.     Amendment No. 2 to Declaration of Trust is incorporated
                       herein by reference to Exhibit a(2) to PEA No. 48.

                3.     Certificate of Classification of Shares reflecting the
                       creation of Class A, Class B, Class C, Class D, Class E
                       and Class F Shares of beneficial interest as filed with
                       the Office of the Secretary of State of Massachusetts on
                       September 30, 1985 is incorporated herein by reference to
                       Exhibit a(3) to Post-Effective Amendment No. 47 to
                       Registrant's Registration Statement on Form N-1A (File
                       Nos. 33-488/811-4416) filed on September 10, 1999 ("PEA
                       No. 47").

                4.     Certificate of Classification of Shares reflecting the
                       creation of the Tax Exempt Portfolio (Trust) as filed
                       with the Office of Secretary of State of Massachusetts on
                       October 16, 1989 is incorporated herein by reference to
                       Exhibit 1(c) to Post-Effective Amendment No. 26 to
                       Registrant's Registration Statement filed on May 15, 1996
                       ("PEA No. 26").

                5.     Certificate of Classification of Shares reflecting the
                       creation of Special Series 1 in the Money Market,
                       Government Money Market, Treasury Money Market, Tax
                       Exempt Money Market, Equity Growth, Bond and Ohio Tax
                       Exempt Bond Funds as filed with the Office of Secretary
                       of State of Massachusetts on December 11, 1989 is
                       incorporated herein by reference to Exhibit 1(d) to PEA
                       No. 26.

                6.     Certificate of Classification of Shares reflecting the
                       creation of Special Series 1 in the Money Market,
                       Government Money Market, Treasury Money, Tax Exempt Money
                       Market, Equity


                                      C-1
<PAGE>

                       Growth, Bond and Ohio Tax Exempt Bond Funds as filed with
                       the Office of the Secretary of State of Massachusetts on
                       September 12, 1990 is incorporated herein by reference to
                       Exhibit 1(e) to PEA No. 26.

                7.     Certificate of Classification of Shares reflecting the
                       creation of Class L and Class L-Special Series 1 shares,
                       Class M and Class M-Special Series 1 shares, Class N and
                       Class N-Special Series 1 shares, Class O and Class
                       O-Special Series 1 shares, and Class P and Class
                       P-Special Series 1 shares representing interests in the
                       National Tax Exempt Bond Fund, Equity Income Fund, Small
                       Cap Value Fund (formerly known as the Mid Cap Regional
                       Fund), Limited Maturity Bond (formerly known as the
                       Enhanced Income Fund) and Total Return Advantage Fund,
                       respectively, as filed with the Office of Secretary of
                       State of Massachusetts on June 30, 1994 is incorporated
                       herein by reference to Exhibit 1(e) to PEA No. 26.

                8.     Certificate of Classification of Shares reflecting the
                       creation of Class Q and Class Q-Special Series 1 shares,
                       Class R and Class R-Special Series 1 shares, Class S and
                       Class S-Special Series 1 shares, and Class T and Class
                       T-Special Series 1 shares representing interests in the
                       Pennsylvania Tax Exempt Money Market Fund, Bond Fund
                       (formerly known as the Intermediate Government Fund),
                       GNMA Fund and Pennsylvania Municipal Bond Fund,
                       respectively, as filed with the Office of the Secretary
                       of State of Massachusetts on September 10, 1996 is
                       incorporated herein by reference to Exhibit 1(g) to
                       Post-Effective Amendment No. 33 to Registrant's
                       Registration Statement filed on April 11, 1997 ("PEA No.
                       33").

                9.     Certificate of Classification of Shares reflecting the
                       creation of Class U and Class U-Special Series 1 shares,
                       Class V and Class V-Special Series 1 shares and Class W
                       and Class W-Special Series 1 shares representing
                       interests in the International Equity, Equity Index and
                       Core Equity Funds, respectively, as filed with the Office
                       of the Secretary of State of Massachusetts on June 27,
                       1997 is incorporated herein by reference to Exhibit 1(h)
                       to Post-Effective Amendment No. 35 to Registrant's
                       Registration Statement filed on July 22, 1997 ("PEA No.
                       35").

                10.    Certificate of Classification of Shares reflecting the
                       creation of Class X and Class X-Special Series 1 shares
                       and Class Y and Class Y-Special Series 1 shares
                       representing interests in the Small Cap Growth Fund and
                       Real Return Advantage Fund, respectively, as filed with
                       the Office of the Secretary of State of Massachusetts on


                                      C-2
<PAGE>

                       June 27, 1997 is incorporated herein by reference to
                       Exhibit 1(i) to PEA No. 35.

                11.    Certificate of Classification of Shares reflecting the
                       creation of Special Series 2 Shares representing
                       interests in the Money Market, Government Money Market,
                       Treasury Money Market, Tax-Exempt Money Market, Equity
                       Growth, Equity Income, Small Cap Value (formerly known as
                       the Mid Cap Regional), Limited Maturity Bond (formerly
                       known as the Enhanced Income), Total Return Advantage,
                       Intermediate Bond (formerly known as the Fixed Income),
                       Ohio Tax-Exempt Bond, National Tax-Exempt Bond,
                       Pennsylvania Tax-Exempt Money Market, Bond (formerly
                       known as the "Intermediate Government Fund), GNMA,
                       Pennsylvania Municipal Bond, International Equity, Equity
                       Index, Core Equity, Small Cap Growth and Real Return
                       Advantage Funds, as filed with the Office of the
                       Secretary of State of Massachusetts on December 29, 1997
                       and with the City of Boston, Office of the City Clerk on
                       December 26, 1997, is incorporated herein by reference to
                       Exhibit 1(j) to Post- Effective Amendment No. 44 to
                       Registrant's Registration Statement filed on September
                       18, 1998 ("PEA No 44").

                12.    Certificate of Classification of Shares reflecting the
                       creation of Class Z, Class Z - Special Series 1 and Class
                       Z - Special Series 2, Class AA, Class AA - Special Series
                       1 and Class AA - Special Series 2 Shares representing
                       interests in the Tax Managed Equity and Balanced
                       Allocation Funds, respectively, as filed with the Office
                       of the Secretary of State of Massachusetts and with the
                       City of Boston, Office of the City Clerk on July 13, 1998
                       is incorporated herein by reference to Exhibit 1(k) to
                       PEA No. 44.

                13.    Certificate of Classification of Shares reflecting the
                       creation of Class BB and Class BB - Special Series 1
                       shares in the Ohio Municipal Money Market Fund, as filed
                       with the Office of the Secretary of State and with the
                       City of Boston, Office of the City Clerk on September 15,
                       1998, is incorporated herein by reference to Exhibit 1(k)
                       to Post-Effective Amendment No. 43 to Registrant's
                       Registration Statement filed on September 15, 1998 ("PEA
                       No. 43").

                14.    Certificate of Classification of Shares reflecting the
                       creation of Special Series 3 Shares representing
                       interests in the International Equity, Small Cap Value,
                       Small Cap Growth, Equity Growth, Tax Managed Equity, Core
                       Equity, Equity Index, Equity Income, Balanced Allocation,
                       Total Return Advantage, Bond, Intermediate Bond, GNMA,
                       Enhanced Income, Ohio Tax Exempt, Pennsylvania Municipal,
                       National Tax Exempt, Mid Cap Growth, Large Cap


                                      C-3
<PAGE>

                       Ultra, U.S. Government Income, Michigan Municipal Bond
                       and Money Market Funds is incorporated herein by
                       reference to Exhibit a(14) to Post-Effective Amendment
                       No. 53 to Registrant's Registration Statement filed on
                       September 29, 2000 ("PEA No. 53").

                15.    Certificate of Classification of Shares representing
                       interests in the Treasury Plus Money Market, U.S.
                       Government Income, Mid Cap Growth and Michigan Municipal
                       Bond Funds is incorporated herein by reference to Exhibit
                       a(15) to PEA No. 53.

                16.    Certificate of Classification of Shares reflecting the
                       creation of Class MM, Class MM-Special Series 1, Class
                       MM-Special Series 2 and Class MM-Special Series 3 Shares
                       representing interests in the Strategic Income Bond Fund
                       is incorporated herein by reference to Exhibit a(16) to
                       PEA No. 53.

                17.    Certificate of Classification of Shares reflecting the
                       creation of Class NN, Class NN-Special Series 1, Class
                       NN-Special Series 2, Class NN-Special Series 3, Class OO,
                       Class OO-Special Series 1, Class OO-Special Series 2 and
                       Class OO-Special Series 3 shares representing interests
                       in the Aggressive Allocation and Conservative Allocation
                       Funds is incorporated herein by reference to Exhibit
                       a(17) to Post-Effective Amendment No. 54 to
                       Registrant's Registration Statement filed on
                       December 15, 2000 ("PEA No. 54").

         (b)    Code of Regulations as approved and adopted by Registrant's
                Board of Trustees on January 28, 1986 is incorporated herein by
                reference to Exhibit (b) to PEA No. 48.

                1.     Amendment No. 1 to Code of Regulations is incorporated
                       herein by reference to Exhibit b(1) to PEA No. 48.

                2.     Amendment No. 2 to Code of Regulations as approved and
                       adopted by Registrant's Board of Trustees on July 17,
                       1997 is incorporated herein by reference to Exhibit 2(b)
                       to PEA No. 35.

                3.     Amendment No. 3 to Code of Regulations as adopted by
                       Registrant's Board of Trustees on August 5, 1998 is
                       incorporated herein by reference to Exhibit b(3) to
                       Post-Effective Amendment No. 52 to Registrant's
                       Registration Statement filed on July 18, 2000 ("PEA No.
                       52").

                4.     Amendment No. 4 to Code of Regulations as adopted by
                       Registrant's Board of Trustees on July 17, 1997 is
                       incorporated herein by reference to Exhibit b(4) to PEA
                       No. 52.

         (c)    See Article V, Section 5.1, and Article V, Section 5.4, of
                Registrant's Declaration of Trust, which is incorporated herein
                by reference as Exhibit (a) to PEA No. 48.


                                      C-4
<PAGE>

         (d)    1.     Advisory Agreement for the Money Market, Treasury Money
                       Market, Government Money Market, Tax Exempt Money Market,
                       Pennsylvania Tax Exempt Money Market, National Tax Exempt
                       Bond, Intermediate Bond, GNMA, Bond, Equity Growth,
                       Equity Income, Small Cap Value, Ohio Tax Exempt Bond and
                       Pennsylvania Municipal Bond Funds between Registrant and
                       National City Bank, dated November 19, 1997 is
                       incorporated herein by reference to Exhibit 5(a) to PEA
                       No. 44.

                2.     Interim Advisory Agreement for the Limited Maturity Bond
                       (formerly known as the Enhanced Income) and Total Return
                       Advantage Funds between Registrant and National Asset
                       Management Corporation dated March 6, 1998 is
                       incorporated herein by reference to Exhibit 5(b) to PEA
                       No. 44.

                3.     Interim Advisory Agreement for the Core Equity Fund
                       between Registrant and National Asset Management
                       Corporation dated March 6, 1998 is incorporated herein by
                       reference to Exhibit 5(c) to PEA No. 44.

                4.     New Advisory Agreement for the Core Equity, Limited
                       Maturity Bond (formerly known as the Enhanced Income) and
                       Total Return Advantage Funds between Registrant and
                       National City Bank dated March 6, 1998 is incorporated
                       herein by reference to Exhibit 5(d) to PEA No. 44.

                5.     Sub-Advisory Agreement for the Core Equity and Total
                       Return Advantage Funds between National City Bank and
                       National Asset Management Corporation dated March 6, 1998
                       is incorporated herein by reference to Exhibit 5(e) to
                       PEA No. 44.

                6.     Advisory Agreement for the International Equity, Small
                       Cap Value, Small Cap Growth, Equity Index, Real Return
                       Advantage, Tax Managed Equity, Balanced Allocation and
                       Ohio Municipal Money Market Funds between Registrant and
                       National City Bank dated April 9, 1998 is incorporated
                       herein by reference to Exhibit 5(m) Post-Effective
                       Amendment No. 43 filed on July l, 1998 ("PEA No. 42").

                7.     Assumption Agreement between National City Bank, National
                       City Investment Management Company, Armada Funds,
                       National Asset Management Corporation and SEI Fund
                       Resources, dated August 5, 1998, is incorporated herein
                       by reference to Exhibit h(8) to Post-Effective Amendment
                       No. 46 to Registrant's Registration Statement filed on
                       July 15, 1999 ("PEA No. 46").

                8.     Advisory Agreement for the Mid Cap Growth, Large Cap
                       Ultra, U.S. Government Income, Michigan Municipal Bond
                       and Treasury


                                      C-5
<PAGE>

                       Plus Money Market Funds between Registrant and National
                       City Investment Management Company dated June 9, 2000 is
                       incorporated herein by reference to Exhibit d(8) to PEA
                       No. 53.

                9.     Form of Advisory Agreement for the Strategic Income Bond
                       Fund between Registrant and National City Investment
                       Management Company is incorporated herein by reference to
                       Exhibit d(9) to PEA No. 52.

                10.    Form of Advisory Agreement for the Aggressive Allocation
                       and Conservative Allocation Funds between Registrant and
                       National City Investment Management Company is
                       incorporated herein by reference to Exhibit d(10) to PEA
                       No. 54.

         (e)           Distribution Agreement between Registrant and SEI
                       Investments Distribution Co., dated May 1, 1998 is
                       incorporated herein by reference to Exhibit (6) to PEA
                       No. 44.

         (f)           None.

         (g)    1.     Custodian Services Agreement between Registrant and
                       National City Bank, dated November 7, 1994 is
                       incorporated herein by reference to Exhibit g(1) to PEA
                       No. 48.

                2.     Sub-Custodian Agreement between National City Bank and
                       The Bank of California, National Association, dated
                       November 7, 1994 is incorporated herein by reference to
                       Exhibit g(2) to PEA No. 48.

                3.     Amended Exhibit A, dated June 16, 2000, to the Custodian
                       Services Agreement between Registrant and National City
                       Bank, dated November 7, 1994 is incorporated herein by
                       reference to Exhibit g(3) to PEA No. 52.

         (h)    1.     Co-Administration Agreement among Registrant, SEI
                       Investments Mutual Funds Services and National City Bank,
                       dated August 15, 2000, effective as of August 1, 2000
                       is incorporated herein by reference to Exhibit h(1) to
                       PEA No. 54.

                2.     Transfer Agency and Service Agreement (the "Transfer
                       Agency Agreement") between Registrant and State Street
                       Bank and Trust Company, dated March 1, 1997, is
                       incorporated herein by reference to Exhibit 9(d) to PEA
                       No. 33.

                3.     Form of Addendum No. 1 to Amended and Restated Transfer
                       Agency and Dividend Disbursement Agreement between
                       Registrant and State Street Bank and Trust Company is
                       incorporated herein by reference to Exhibit 9(d) to PEA
                       No. 41.


                                      C-6
<PAGE>

                4.     Letter amendment, dated March 26, 1999, to Transfer
                       Agency and Service Agreement between Registrant and State
                       Street Bank and Trust Company, dated March 1, 1997 is
                       incorporated herein by reference to Exhibit No. h(7) to
                       PEA No. 52.

                5.     Amendment dated June 16, 2000 to Transfer Agency and
                       Service Agreement dated March 1, 1997 between Registrant
                       and State Street Bank and Trust Company is incorporated
                       herein by reference to Exhibit h(5) to PEA No. 53.

                6.     Shareholder Services Plan adopted by the Board of
                       Trustees on February 15, 1997, as revised on November 21,
                       2000 is incorporated herein by reference to exhibit h(6)
                       to PEA No. 54.

                7.     Form of Servicing Agreement is incorporated herein by
                       reference to Exhibit h(9) to PEA No. 52.

                8.     Assumption Agreement between National City Bank, National
                       City Investment Management Company, Armada Funds,
                       National Asset Management Corporation and SEI Fund
                       Resources, dated August 5, 1998 is incorporated herein by
                       reference to Exhibit h(8) to PEA No. 46.

         (i)    Opinion of Drinker Biddle and Reath LLP as counsel to Registrant
                is incorporated herein by reference to Exhibit (i) to PEA No.
                53.

         (j)    1.     Consent of Drinker Biddle & Reath LLP.

                2.     Consent of Ernst & Young LLP.

                3.     Consent of PricewaterhouseCoopers LLP.

         (k)    None.

         (l)    1.     Purchase Agreement between Registrant and McDonald &
                       Company Securities, Inc. dated January 28, 1986 is
                       incorporated herein by reference to Exhibit l(1) to PEA
                       No. 48.

                2.     Purchase Agreement between Registrant and McDonald &
                       Company Securities, Inc. with respect to the Tax Exempt
                       Money Market Portfolio dated July 19, 1988 is
                       incorporated herein by reference to Exhibit l(2) to PEA
                       No. 48.


                                      C-7
<PAGE>

                3.     Purchase Agreement between Registrant and McDonald &
                       Company Securities, Inc. with respect to the Tax Exempt
                       Money Market Portfolio (Trust), dated October 17, 1989 is
                       incorporated herein by reference to Exhibit l(3) to PEA
                       No. 48.

                4.     Purchase Agreement between Registrant and McDonald &
                       Company Securities, Inc. with respect to the Equity
                       Growth Portfolio and Bond Portfolio, dated December 20,
                       1989 is incorporated herein by reference to Exhibit l(4)
                       to PEA No. 48.

                5.     Purchase Agreement between Registrant and McDonald &
                       Company Securities, Inc. with respect to the Ohio Tax
                       Exempt Bond Portfolio, dated January 5, 1990 is
                       incorporated herein by reference to Exhibit l(5) to PEA
                       No. 48.

                6.     Purchase Agreement between Registrant and Allmerica
                       Investments, Inc. with respect to the Limited Maturity
                       Bond Fund (formerly known as the Enhanced Income Fund),
                       dated July 5, 1994 is incorporated herein by reference to
                       Exhibit 1(6) to PEA No. 48.

                7.     Purchase Agreement between Registrant and Allmerica
                       Investments, Inc. with respect to the Equity Income
                       Portfolio, dated June 30, 1994 is incorporated herein by
                       reference to Exhibit l(7) to PEA No. 48.

                8.     Purchase Agreement between Registrant and Allmerica
                       Investments, Inc. with respect to the Small Cap Value
                       Fund (formerly known as the Mid Cap Regional Equity
                       Portfolio), dated July 25, 1994 is incorporated herein by
                       reference to Exhibit l(8) to PEA No. 48.

                9.     Purchase Agreement between Registrant and Allmerica
                       Investments, Inc. with respect to the Total Return
                       Advantage Fund, dated July 5, 1994 is incorporated herein
                       by reference to Exhibit l(9) to PEA No. 48.

                10.    Purchase Agreement between Registrant and Allmerica
                       Investments, Inc. with respect to the National Tax Exempt
                       Bond Fund is incorporated herein by reference to
                       Exhibit l(10) to PEA No. 48.

                11.    Purchase Agreement between Registrant and 440 Financial
                       Distributors, Inc. with respect to the Pennsylvania Tax
                       Exempt Money Market Fund, dated September 6, 1996, is
                       incorporated herein by reference to Exhibit 13(j) to PEA
                       No. 33.


                                      C-8
<PAGE>

                12.    Purchase Agreement between Registrant and 440 Financial
                       Distributors, Inc. with respect to the Intermediate
                       Government Money Market Fund, dated September 6, 1996, is
                       incorporated herein by reference to Exhibit 13(k) to PEA
                       No. 33.

                13.    Purchase Agreement between Registrant and 440 Financial
                       Distributors, Inc. with respect to the GNMA Fund, dated
                       September 6, 1996, is incorporated herein by reference to
                       Exhibit 13(l) to PEA No. 33.

                14.    Purchase Agreement between Registrant and 440 Financial
                       Distributors, Inc. with respect to the Pennsylvania
                       Municipal Bond Fund, dated September 6, 1996, is
                       incorporated herein by reference to Exhibit 13(m) to PEA
                       No. 33.

                15.    Purchase Agreement between Registrant and SEI Investments
                       Distribution Co. with respect to the Core Equity Fund is
                       incorporated herein by reference to Exhibit 13(n) to PEA
                       No. 36.

                16.    Purchase Agreement dated August 1, 1997 between
                       Registrant and SEI Investments Distribution Co. with
                       respect to the International Equity Fund (Class U -
                       Special Series 1) is incorporated herein by reference to
                       Exhibit l(16) to PEA No. 52.

                17.    Purchase Agreement between Registrant and SEI Investments
                       Distribution Co. with respect to the Equity Index Fund is
                       incorporated herein by reference to Exhibit 1(17) to PEA
                       No. 53.

                18.    Form of Purchase Agreement between Registrant and SEI
                       Investments Distribution Co. with respect to the Real
                       Return Advantage Fund is incorporated herein by reference
                       to Exhibit 13(q) to PEA No. 33.

                19.    Purchase Agreement between Registrant and SEI Investments
                       Distribution Co. with respect to the Small Cap Growth
                       Fund is incorporated herein by reference to Exhibit 13(r)
                       to PEA No. 36.

                20.    Purchase Agreement between Registrant and SEI Investments
                       Distribution Co. with respect to Special Series 2 shares
                       for each Fund is incorporated herein by reference to
                       Exhibit 1(20) to PEA No. 53.

                21.    Purchase Agreement between Registrant and SEI Investments
                       Distribution Co. with respect to the Balanced Allocation
                       Fund is incorporated herein by reference to Exhibit l(21)
                       to PEA No. 53.

                22.    Purchase Agreement dated September 14, 1998 between
                       Registrant and SEI Investments Distribution Co. with
                       respect to the Ohio


                                      C-9
<PAGE>

                       Municipal Money Market Fund (Class BB and Class BB -
                       Special Series 1) is incorporated herein by reference to
                       Exhibit l(22) to PEA No. 52.

                23.    Purchase Agreement dated April 9, 1998 between Registrant
                       and SEI Investments Distribution Co. with respect to the
                       Tax Managed Equity Fund (Class Z, Class Z - Special
                       Series 1 and Class Z - Special Series 2) and the National
                       Tax-Exempt Fund (Class L, Class L - Special Series 1 and
                       Class L - Special Series 2) is incorporated herein by
                       reference to Exhibit l(23) to PEA No. 52.

                24.    Purchase Agreement dated August 1, 1997 between
                       Registrant and SEI Investments Distribution Co. with
                       respect to the International Equity Fund (Class U) is
                       incorporated herein by reference to Exhibit l(24) to PEA
                       No. 52.

                25.    Purchase Agreement dated January 2, 1998 between
                       Registrant and SEI Investments Distribution Co. with
                       respect to Special Series 2 shares of the Money Market,
                       Small Cap Value, Equity Growth, Equity Income, Small Cap
                       Growth, International Equity, Core Equity, Intermediate
                       Bond and Bond Funds is incorporated herein by reference
                       to Exhibit l(25) to PEA No. 52.

                26.    Purchase Agreement dated January 11, 2000 between
                       Registrant and SEI Investments Distribution Co. with
                       respect to Special Series 2 shares of the Equity Index,
                       Total Return Advantage, Enhanced Income and GNMA Funds
                       and Special Series 3 Shares of the Money Market, Small
                       Cap Value, Equity Growth, Equity Income, Small Cap
                       Growth, International Equity, Core Equity, Tax Managed
                       Equity, Equity Index, Enhanced Income, Total Return
                       Advantage, GNMA, Intermediate Bond, Bond, National
                       Tax-Exempt Bond, Ohio Tax-Exempt Bond and Pennsylvania
                       Municipal Bond Funds is incorporated herein by reference
                       to Exhibit 1(26) to PEA No. 53.

                27.    Form of Purchase Agreement between Registrant and SEI
                       Investments Distribution Co. with respect to the
                       Strategic Income Bond Fund (Class MM, Class MM - Special
                       Series 1, Class MM - Special Series 2 and Class MM -
                       Special Series 3) is incorporated herein by reference to
                       Exhibit l(26) to PEA No. 52.

                28.    Form of Purchase Agreement between Registrant and SEI
                       Investments Distribution Co. with respect to the
                       Aggressive Allocation and Conservative Allocation Funds
                       is incorporated herein by reference to Exhibit l (28)
                       to PEA No. 54.

         (m)    1.     Service and Distribution Plan for the A (formerly,
                       Retail) and I (formerly, Institutional) Share Classes is
                       incorporated herein by reference to Exhibit 15(a) to PEA
                       No. 38.


                                      C-10
<PAGE>

                2.     C Shares Distribution and Servicing Plan is incorporated
                       herein by reference to Exhibit m(3) to PEA No. 47.

         (n)    None.

         (o)    Revised Plan Pursuant to Rule 18f-3 for Operation of a
                Multi-Class System, as revised November 21, 2000 is
                incorporated herein by reference to Exhibit (o) to PEA No. 54.

         (p)    1.     Code of Ethics of Armada Funds is incorporated herein by
                reference to Exhibit p(1) to PEA No. 53.

                2.     Code of Ethics of SEI Investments Distribution Co is
                incorporated herein by reference to Exhibit p(2) to PEA No. 52.

                3.     Code of Ethics of National City Investment Management
                Company is incorporated herein by reference to Exhibit p(3) to
                PEA No. 53.

                4.    Code of Ethics of National Asset Management Corporation is
                incorporated herein by reference to Exhibit p(4) to PEA No. 53.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.

         Registrant is controlled by its Board of Trustees.

ITEM 25. INDEMNIFICATION.

         Indemnification of Registrant's principal underwriter, custodian and
transfer agent against certain losses is provided for, respectively, in Article
6 of the Distribution Agreement, incorporated by reference as Exhibit (e)
hereto, and Sections 12 and 6, respectively, of the Custodian Services and
Transfer Agency Agreements, incorporated by reference as Exhibits g(1) and h(4)
hereto. In Article 6 of the Distribution Agreement, the Trust agrees to
indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages or expense and reasonable counsel
fees and disbursements incurred in connection therewith), arising by reason of
any person acquiring any Shares, based upon the ground that the registration
statement, prospectus, Shareholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements made not misleading. However, the
Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statements or omission was made in reliance upon, and in
conformity with, information furnished to the Trust by or on behalf of the
Distributor.


                                      C-11
<PAGE>

         In addition, Section 9.3 of Registrant's Declaration of Trust dated
January 28, 1986, incorporated by reference as Exhibit (a) hereto, provides as
follows:

         9.3 INDEMNIFICATION OF TRUSTEES, REPRESENTATIVES AND EMPLOYEES. The
         Trust shall indemnify each of its Trustees against all liabilities and
         expenses (including amounts paid in satisfaction of judgments, in
         compromise, as fines and penalties, and as counsel fees) reasonably
         incurred by him in connection with the defense or disposition of any
         action, suit or other proceeding, whether civil or criminal, in which
         he may be involved or with which he may be threatened, while as a
         Trustee or thereafter, by reason of his being or having been such a
         Trustee EXCEPT with respect to any matter as to which he shall have
         been adjudicated to have acted in bad faith, willful misfeasance, gross
         negligence or reckless disregard of his duties, PROVIDED that as to any
         matter disposed of by a compromise payment by such person, pursuant to
         a consent decree or otherwise, no indemnification either for said
         payment or for any other expenses shall be provided unless the Trust
         shall have received a written opinion from independent legal counsel
         approved by the Trustees to the effect that if either the matter of
         willful misfeasance, gross negligence or reckless disregard of duty, or
         the matter of bad faith had been adjudicated, it would in the opinion
         of such counsel have been adjudicated in favor of such person. The
         rights accruing to any person under these provisions shall not exclude
         any other right to which he may be lawfully entitled, PROVIDED that no
         person may satisfy any right of indemnity or reimbursement hereunder
         except out of the property of the Trust. The Trustees may make advance
         payments in connection with the indemnification under this Section 9.3,
         PROVIDED that the indemnified person shall have provided a secured
         written undertaking to reimburse the Trust in the event it is
         subsequently determined that he is not entitled to such
         indemnification.

         The Trustees shall indemnify representatives and employees of the Trust
         to the same extent that Trustees are entitled to indemnification
         pursuant to this Section 9.3.

         Section 12 of Registrant's Custodian Services Agreement provides as
         follows:

         12. INDEMNIFICATION. The Trust, on behalf of each of the Funds, agrees
         to indemnify and hold harmless the Custodian and its nominees from all
         taxes, charges, expenses, assessments, claims and liabilities
         (including, without limitation, liabilities arising under the 1933 Act,
         the 1934 Act, the 1940 Act, the CEA, and any state and foreign
         securities and blue sky laws, and amendments thereto), and expenses,
         including (without limitation) reasonable attorneys' fees and
         disbursements, arising directly or indirectly from any action which the
         Custodian takes or does not take (i) at the request or on the direction
         of or in reliance on the advice of the Fund or (ii) upon Oral or
         Written Instructions. Neither the Custodian, nor any of its nominees,
         shall be indemnified against any liability to the Trust or to its
         shareholders (or any expenses incident to such liability) arising out
         of the Custodian's or its nominees' own willful misfeasance,


                                      C-12
<PAGE>

         bad faith, negligence or reckless disregard of its duties and
         obligations under this Agreement.

         In the event of any advance of cash for any purpose made by the
         Custodian resulting from Oral or Written Instructions of the Trust, or
         in the event that the Custodian or its nominee shall incur or be
         assessed any taxes, charges, expenses, assessments, claims or
         liabilities in respect of the Trust or any Fund in connection with the
         performance of this Agreement, except such as may arise from its or its
         nominee's own negligent action, negligent failure to act or willful
         misconduct, any Property at any time held for the account of the
         relevant Fund or the Trust shall be security therefor.

         Section 6 of Registrant's Transfer Agency Agreement provides as
         follows:

         6.    INDEMNIFICATION

         6.1   The Bank shall not be responsible for, and the Fund shall on
               behalf of the applicable Portfolio indemnify and hold the Bank
               harmless from and against, any and all losses, damages, costs,
               charges, counsel fees, payments, expenses and liability arising
               out of or attributable to:

               (a)   All actions of the Bank or its agents or subcontractors
                     required to be taken pursuant to this Agreement, provided
                     that such actions are taken in good faith and without
                     negligence or willful misconduct.

               (b)   The Fund's lack of good faith, negligence or willful
                     misconduct which arise out of the breach of any
                     representation or warranty of the Fund hereunder.

               (c)   The reliance on or use by the Bank or its agents or
                     subcontractors of information, records, documents or
                     services which (i) are received by the Bank or its agents
                     or subcontractors, and (ii) have been prepared, maintained
                     or performed by the Fund or any other person or firm on
                     behalf of the Fund including but not limited to any
                     previous transfer agent or registrar.

               (d)   The reliance on, or the carrying out by the Bank or its
                     agents or subcontractors of any instructions or requests of
                     the Fund on behalf of the applicable Portfolio.

               (e)   The offer or sale of Shares in violation of any requirement
                     under the federal securities laws or regulations or the
                     securities laws or regulations of any state that such
                     Shares be registered in such state or in violation of any
                     stop order or other determination or ruling by any federal
                     agency or any state with respect to the offer or sale of
                     such Shares in such state.


                                      C-13
<PAGE>

               (f)   The negotiations and processing of checks made payable to
                     prospective or existing Shareholders tendered to the Bank
                     for the purchase of Shares, such checks are commonly known
                     as "third party checks."

         6.2   At any time the Bank may apply to any officer of the Fund for
               instructions, and may consult with legal counsel with respect to
               any matter arising in connection with the services to be
               performed by the Bank under this Agreement, and the Bank and its
               agents or subcontractors shall not be liable and shall be
               indemnified by the Fund on behalf of the applicable Portfolio for
               any action taken or omitted by it in reliance upon such
               instructions or upon the opinion of such counsel (provided such
               counsel is reasonably satisfactory to the Fund). The Bank, its
               agents and subcontractors shall be protected and indemnified in
               acting upon any paper or document, reasonably believed to be
               genuine and to have been signed by the proper person or persons,
               or upon any instruction, information, data, records or documents
               provided the Bank or its agents or subcontractors by machine
               readable input, telex, CRT data entry or other similar means
               authorized by the Fund, and shall not be held to have notice of
               any change of authority of any person, until receipt of written
               notice thereof from the Fund. The Bank, its agents and
               subcontractors shall also be protected and indemnified in
               recognizing stock certificates which are reasonably believed to
               bear the proper manual or facsimile signatures of the officers of
               the Fund, and the proper countersignature of any former transfer
               agent or former registrar, or of a co-transfer agent or
               co-registrar.

         6.3   In the event either party is unable to perform its obligations
               under the terms of this Agreement because of acts of God,
               strikes, equipment or transmission failure or damage reasonably
               beyond its control, or other causes reasonably beyond its
               control, such party shall not be liable for damages to the other
               for any damages resulting from such failure to perform or
               otherwise from such causes.

         6.4   In order that the indemnification provisions contained in this
               Section 6 shall apply, upon the assertion of a claim for which
               the Fund may be required to indemnify the Bank, the Bank shall
               promptly notify the Fund of such assertion, and shall keep the
               Fund advised with respect to all developments concerning such
               claim. The Fund shall have the option to participate with the
               Bank in the defense of such claim or to defend against said
               claim in its own name or in the name of the Bank. The Bank shall
               in no case confess any claim or make any compromise in any case
               in which the Fund may be required to indemnify the Bank except
               with the Fund's prior written consent.

         Registrant has obtained from a major insurance carrier a directors' and
officers' liability policy covering certain types of errors and omissions. In no
event will Registrant indemnify any of its trustees, officers, employees or
agents against any liability to which such


                                      C-14
<PAGE>

person would otherwise be subject by reason of his willful misfeasance, bad
faith or gross negligence in the performance of his duties, or by reason of his
reckless disregard of the duties involved in the conduct of his office or under
his agreement with Registrant. Registrant will comply with Rule 484 under the
Securities Act of 1933 and Release No. 11330 under the Investment Company Act of
1940 in connection with any indemnification.

         Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers, and controlling persons of
Registrant pursuant to the foregoing provisions, or otherwise, Registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by Registrant of expenses incurred or
paid by a trustee, officer, or controlling person of Registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
trustee, officer, or controlling person in connection with the securities being
registered, Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER.

         (a)   Investment Adviser:  National City Investment Management Company
("IMC")

         IMC performs investment advisory services for Registrant and certain
other investment advisory customers. IMC is an indirect wholly owned subsidiary
of National City Corporation (the "Corporation"). In 1998, the Corporation
consolidated its mutual fund investment management operations under IMC, a
registered investment adviser. As of August 5, 1998, IMC assumed National City
Bank's rights, responsibilities, liabilities and obligations under its Advisory
Agreements with the Registrant relating to each of the Funds, its Sub-Advisory
Agreement with National Asset Management Corporation relating to the Core Equity
Fund and the Total Return Advantage Fund, and its Sub-Administration Agreement
with SEI Fund Resources relating to each of the Funds, which Sub-Administration
Agreement is no longer in effect. As of August 1, 1998, Wellington Management
Company LLP (the "sub-adviser") ceased serving as the sub-adviser to the Small
Cap Growth Fund under a sub-advisory agreement with National City Bank and the
Small Cap Growth Team of IMC began making the investment decisions for the Fund.

         To the knowledge of Registrant, none of the directors or officers of
IMC, except those set forth below, is or has been, at any time during the past
two calendar years, engaged in any other business, profession, vocation or
employment of a substantial nature, except that certain directors and officers
also hold various positions with, and engage in business for, the Corporation,
which owns all the outstanding stock of National City Bank of Michigan/Illinois
(formerly, First of America Bank, N.A.), which in turn owns all the outstanding
stock of IMC, or other subsidiaries of the Corporation. Set forth below are the
names and principal businesses of the directors and certain of the senior
executive officers of IMC who are engaged in any other business, profession,
vocation or employment of a substantial nature.


                                      C-15
<PAGE>

                   NATIONAL CITY INVESTMENT MANAGEMENT COMPANY

<TABLE>
<CAPTION>
                                           Position with
                                           National
                                           City Investment
                                           Management                       Other Business                 Type of
Name                                       Company                          Connections                    Business
----                                       ---------------                  --------------                 --------
<S>                                        <C>                              <C>                            <C>
Kathleen T. Barr                           Managing Director                National City Bank             Bank affiliate
                                           of Proprietary
                                           Mutual Funds

Michael Minnaugh                           Chairman of the                  National City Bank             Bank affiliate
                                           Board

Joseph C. Penko                            Vice President                   National City Bank             Bank affiliate
                                           and Treasurer
                                           and Director of
                                           Compliance and Finance

Donald L. Ross                             President, Chief                 National City Bank             Bank affiliate
                                           Investment Officer
                                           and Managing Director

Sandra I. Kiely                            Managing Director                National City Bank             Bank affiliate
                                           and Chief Administrative
                                           Officer

Timothy F. McDonough                       Managing Director                National City Bank             Bank affiliate
                                           of Client Services

</TABLE>

         (b)   Sub-Investment Adviser: National Asset Management Corporation
("NAM").

         NAM performs sub-investment advisory services for the Registrant's
Total Return Advantage and Core Equity Funds. NAM is an investment adviser
registered under the Investment Advisers Act of 1940 (the "Advisers Act").

         To the knowledge of Registrant, none of the directors or officers of
NAM, except those set forth below, is or has been at any time during the past
two calendar years engaged in any other business, profession, vocation or
employment of a substantial nature. Set forth below


                                      C-16
<PAGE>

are the names and principal business of the directors and certain of the senior
executive officers of NAM who are engaged in any other business, profession,
vocation, or employment of a substantial nature.

                        NATIONAL ASSET MANAGEMENT CORPORATION

<TABLE>
<CAPTION>
                           Position with                 Other
                           National Asset                Business              Type of
Name                       Management                    Connections           Business
----                       ----------                    -----------           --------
<S>                        <C>                           <C>                   <C>
William F. Chandler        Founder and Principal

Carl W. Hafele             CEO and Principal             None

Michael C. Heyman          Principal                     None

David B. Hiller            Principal                     None

Stephen G. Mullins         Principal                     None

Larry J. Walker            Principal                     None

John W. Ferreby            Principal                     None

Catherine R. Stodghill     Principal                     None

Erik N. Evans              Principal                     None

Brent A. Bell              Principal                     None

Randall T. Zipfel          COO and Principal             None

Matt Bevin                 Principal                     None

Dave Chick                 Principal                     None

Mark Lattis                Principal                     None
</TABLE>

ITEM 27.     PRINCIPAL UNDERWRITER.

                 (a)   Furnish the name of each investment company (other than
             the Registrant) for which each principal underwriter currently
             distributing securities of the Registrant also acts as a principal
             underwriter, distributor or investment advisor.


                                      C-17
<PAGE>

         Registrant's distributor, SEI Investments Distribution Co. (the
"Distributor"), acts as distributor for:


                             SEI Daily Income Trust
                             SEI Liquid Asset Trust
                              SEI Tax Exempt Trust
                                 SEI Index Funds
                         SEI Institutional Managed Trust
                      SEI Institutional International Trust
                         The Advisors' Inner Circle Fund
                                The Pillar Funds
                                     CUFUND
                                STI Classic Funds
                           First American Funds, Inc.
                      First American Investment Funds, Inc.
                                 The Arbor Fund
                              The PBHG Funds, Inc.
                           The Achievement Funds Trust
                               Bishop Street Funds
                           STI Classic Variable Trust
                                    ARK Funds
                                Huntington Funds
                           SEI Asset Allocation Trust
                                    TIP Funds
                       SEI Institutional Investments Trust
                       First American Strategy Funds, Inc
                                 HighMark Funds
                                  Armada Funds
                        PBHG Insurance Series Fund, Inc.
                              The Expedition Funds
                               Alpha Select Funds
                              Oak Associates Funds
                              The Nevis Fund, Inc.
                                CNI Charter Funds
                            The Armada Advantage Fund
                               Amerindo Funds Inc.
                               Huntington VA Funds
                               Friends Ivory Funds
                          SEI Insurance Products Trust
                                 Pitcairn Funds
                                First Omaha Funds
                           Johnson Family Funds, Inc.
                             Millennium Funds, Inc.
                                  ishares Inc.
                                  ishares Trust


                                      C-18
<PAGE>

         The Distributor provides numerous financial services to investment
         managers, pension plan sponsors, and bank trust departments. These
         services include portfolio evaluation, performance measurement and
         consulting services ("Funds Evaluation") and automated execution,
         clearing and settlement of securities transactions ("MarketLink").

                 (b) Furnish the information required by the following table
         with respect to each director, officer or partner of each principal
         underwriter named in the answer to Item 21 of Part B. Unless otherwise
         noted, the principal business address of each director or officer is
         Oaks, PA 19456.


<TABLE>
<CAPTION>
                                             Position and Office                          Positions and Offices
Name                                          With Underwriter                               With Registrant
----                                          ----------------                               ---------------
<S>                              <C>                                                      <C>
Alfred P. West, Jr.              Director, Chairman of the Board of Directors                      --
Richard B. Lieb                  Director, Executive Vice President                                --
Carmen V. Romeo                  Director                                                          --
Mark J. Held                     President & Chief Operating Officer                               --
Dennis J. McGonigle              Executive  Vice President                                         --
Robert M. Silvestri              Chief Financial Officer & Treasurer                               --
Leo J. Dolan, Jr.                Senior Vice President                                             --
Carl A. Guarino                  Senior Vice President                                             --
Jack May                         Senior Vice President                                             --
Hartland J. McKeown              Senior Vice President                                             --
Kevin P. Robins                  Senior Vice President                                             --
Patrick K. Walsh                 Senior Vice President                                             --
Wayne M. Withrow                 Senior Vice President                                             --
Robert Aller                     Vice President                                                    --
Todd Cipperman                   Senior Vice President & General Counsel                           --
Robert Crudup                    Vice President & Managing Director                                --
Richard A. Deak                  Vice-President & Assistant Secretary                              --
Barbara Doyne                    Vice President                                                    --
Jeff Drennen                     Vice President                                                    --
Scott W. Dellorfano              Vice-President & Managing Secretary                               --
Vic Galef                        Vice President & Managing Director                                --
Lydia A. Gavalis                 Vice President & Assistant Secretary                              --
Greg Gettinger                   Vice President & Assistant                                        --



                                      C-19
<PAGE>

<CAPTION>
                                             Position and Office                          Positions and Offices
Name                                          With Underwriter                               With Registrant
----                                          ----------------                               ---------------
<S>                              <C>                                                      <C>
                                 Secretary
Kathy Heilig                     Vice President                                                    --
Jeff Jacobs                      Vice President                                                    --
Samuel King                      Vice President                                                    --
Kim Kirk                         Vice President & Managing Director                                --
John Krzeminski                  Vice President & Managing Director                                --
Christine M. McCullough          Vice President & Assistant Secretary                              --
Carolyn McLaurin                 Vice President & Managing Director                                --
John D. Anderson                 Vice President & Managing Director                                --
Mark Nagle                       Vice President                                                    --
Joanne Nelson                    Vice President                                                    --
Cynthia M. Parrish               Vice President & Secretary
Rob Redican                      Vice President                                                    --
Maria Rinehart                   Vice President                                                    --
Daniel Spaventa                  Vice President                                                    --
Steven A. Gardner                Vice President & Managing Secretary                               --
Lori L. White                    Vice President & Assistant Secretary                              --
Timothy D. Barto                 Vice President & Assistant Secretary                      Assistant Treasurer
William E. Zitelli, Jr.          Vice President & Assistant Secretary                              --
Scott C. Fanatico                Vice President & Managing Director                                --
John Kirk                        Vice President & Managing Director                                --
Alan H. Lauder                   Vice President & Managing Director                                --
Paul Lonergan                    Vice President & Managing Director                                --
Steve Smith                      Vice President                                                    --
Kathryn L. Stanton               Vice President                                                    --
</TABLE>


ITEM 28.   LOCATION OF ACCOUNTS AND RECORDS.

           (a)   National City Investment Management Company ("IMC"), 1900 East
                 Ninth Street, Cleveland, Ohio, 44114-3484; and National City
                 Bank, Trust Operations, 4100 West 150th Street, Cleveland, Ohio
                 44135; (records


                                      C-20
<PAGE>

                 relating to their functions as investment adviser and
                 custodian); National City Bank, Columbus Plaza, 155 E. Broad
                 Street, Columbus, Ohio 43251 (records relating to IMC's former
                 function as investment adviser to the predecessor Parkstone
                 Group of Funds); and National Asset Management Corporation,
                 101 South Fifth Street, Louisville, KY 40202 (records relating
                 to its function as sub-adviser to the Core Equity and Total
                 Return Advantage Funds).

           (b)   SEI Investments Distribution Co., One Freedom Valley Drive,
                 Oaks, Pennsylvania 19456 (records relating to its function as
                 distributor, accounting agent and administrator).

           (c)   Drinker Biddle & Reath LLP, One Logan Square, 18th and Cherry
                 Streets, Philadelphia, Pennsylvania 19103-6996 (Registrant's
                 Declaration of Trust, Code of Regulations and Minute Books).

           (d)   State Street Bank and Trust Company, 225 Franklin Street,
                 Boston, Massachusetts 02110 (records relating to its function
                 as transfer agent).

ITEM 29.   MANAGEMENT SERVICES.

           Inapplicable.

ITEM 30.   UNDERTAKINGS.

           None.


                                      C-21
<PAGE>

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, as amended,
and the Investment Company Act of 1940, as amended, Registrant has duly caused
this Post-Effective Amendment No. 55 to its Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized, in the City of
Philadelphia, Commonwealth of Pennsylvania, on the 29th day of December, 2000.


                                             ARMADA FUNDS
                                             Registrant


                                             *Robert D. Neary
                                             ---------------------------------
                                             Trustee and Chairman of the Board
                                             Robert D. Neary

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective
Amendment No. 55 to Registrant's Registration Statement has been signed below by
the following persons in the capacities and on the dates indicated.


Signature                         Title                               Date
---------                         -----                               ----

/s/ John H. Leven                 Treasurer                   December 29, 2000
--------------------
John H. Leven

*John F. Durkott                  Trustee                     December 29, 2000
--------------------
 John F. Durkott

*Robert J. Farling                Trustee                     December 29, 2000
--------------------
 Robert J. Farling

*Richard W. Furst                 Trustee                     December 29, 2000
--------------------
 Richard W. Furst

*Gerald Gherlein                  Trustee                     December 29, 2000
--------------------
Gerald Gherlein

*Herbert Martens                  President and Trustee       December 29, 2000
--------------------
Herbert Martens

* Robert D. Neary                 Trustee and Chairman        December 29, 2000
--------------------              of the Board
 Robert D. Neary

* J. William Pullen               Trustee                     December 29, 2000
--------------------
 J. William Pullen


*By:  /s/ W. Bruce McConnel
      ---------------------
          W. Bruce McConnel
          Attorney-in-Fact

                                      C-22

<PAGE>

                                  ARMADA FUNDS

                            CERTIFICATE OF SECRETARY

     The following resolution was duly adopted by the Board of Trustees of
Armada Funds on May 11, 2000 and remains in effect on the date hereof:

     FURTHER RESOLVED, that the officers of Armada and the Group required to
execute amendments to Armada's and the Group's Registration Statements be, and
hereby are, authorized to execute a Power of Attorney appointing Herbert R.
Martens, Jr. and W. Bruce McConnel, III, and either of them, their true and
lawful attorney or attorneys, to execute in their name, place and stead, any and
all amendments to the Registration Statements, and all instruments necessary or
incidental in connection therewith, and to file the same with the Securities and
Exchange Commission; and either of said attorneys shall have full power of
substitution and resubstitution; and to do in the name and on behalf of said
officers, in any and all capacities, every act whatsoever requisite or necessary
to be done in the premises, as fully and to all intents and purposes as each or
any of said officers might or could do in person.



                                  ARMADA FUNDS

                                  By: /S/ W. BRUCE MCCONNEL
                                      ---------------------
                                      W. Bruce McConnel
                                      Secretary


Dated:  December 29, 2000


<PAGE>

                                  ARMADA FUNDS

                                POWER OF ATTORNEY

         Know All Men by These Presents, that the undersigned, Robert D. Neary,
hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce McConnel,
III, his true and lawful attorneys, to execute in his name, place, and stead, in
his capacity as Trustee or officer, or both, of Armada Funds, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorneys shall have full power and authority to do and
perform in his name and on his behalf, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as he might or could do in person, said acts of said
attorneys being hereby ratified and approved.




DATED:  September 17, 1997



/S/ ROBERT D. NEARY
-------------------
Robert D. Neary


<PAGE>

                                  ARMADA FUNDS

                                POWER OF ATTORNEY

         Know All Men by These Presents, that the undersigned, John F. Durkott,
hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce McConnel,
III, his true and lawful attorneys, to execute in his name, place, and stead, in
his capacity as Trustee or officer, or both, of Armada Funds, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorneys shall have full power and authority to do and
perform in his name and on his behalf, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as he might or could do in person, said acts of said
attorneys being hereby ratified and approved.




DATED:  September 17, 1997



/S/ JOHN F. DURKOTT
-------------------
John F. Durkott


<PAGE>

                                  ARMADA FUNDS

                                POWER OF ATTORNEY

         Know All Men by These Presents, that the undersigned, Richard W. Furst,
hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce McConnel,
III, his true and lawful attorneys, to execute in his name, place, and stead, in
his capacity as Trustee or officer, or both, of Armada Funds, the Registration
Statement and any amendments thereto and all instruments necessary or incidental
in connection therewith, and to file the same with the Securities and Exchange
Commission; and said attorneys shall have full power and authority to do and
perform in his name and on his behalf, in any and all capacities, every act
whatsoever requisite or necessary to be done in the premises, as fully and to
all intents and purposes as he might or could do in person, said acts of said
attorneys being hereby ratified and approved.




DATED:  September 17, 1997



/S/RICHARD W. FURST
-------------------
Richard W. Furst


<PAGE>

                                  ARMADA FUNDS

                                POWER OF ATTORNEY

         Know All Men by These Presents, that the undersigned, Robert J.
Farling, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as he might or could do in person, said acts of
said attorneys being hereby ratified and approved.




DATED:  November 19, 1997



/S/ ROBERT J. FARLING
---------------------
Robert J. Farling


<PAGE>

                                  ARMADA FUNDS

                                POWER OF ATTORNEY

         Know All Men by These Presents, that the undersigned, J. William
Pullen, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as he might or could do in person, said acts of
said attorneys being hereby ratified and approved.




DATED:  September 17, 1997



/S/ J. WILLIAM PULLEN
----------------------
J. William Pullen


<PAGE>

                                  ARMADA FUNDS

                                POWER OF ATTORNEY

         Know All Men by These Presents, that the undersigned, Herbert R.
Martens, Jr., hereby constitutes and appoints W. Bruce McConnel, III, his true
and lawful attorney, to execute in his name, place, and stead, in his capacity
as Trustee or officer, or both, of Armada Funds, the Registration Statement and
any amendments thereto and all instruments necessary or incidental in connection
therewith, and to file the same with the Securities and Exchange Commission; and
said attorney shall have full power and authority to do and perform in his name
and on his behalf, in any and all capacities, every act whatsoever requisite or
necessary to be done in the premises, as fully and to all intents and purposes
as he might or could do in person, said acts of said attorney being hereby
ratified and approved.




DATED:  September 17, 1997



/S/ HERBERT R. MARTENS, JR.
---------------------------
Herbert R. Martens, Jr.


<PAGE>

                                  ARMADA FUNDS

                                POWER OF ATTORNEY

         Know All Men by These Presents, that the undersigned, Gerald L.
Gherlein, hereby constitutes and appoints Herbert R. Martens, Jr. and W. Bruce
McConnel, III, his true and lawful attorneys, to execute in his name, place, and
stead, in his capacity as Trustee or officer, or both, of Armada Funds, the
Registration Statement and any amendments thereto and all instruments necessary
or incidental in connection therewith, and to file the same with the Securities
and Exchange Commission; and said attorneys shall have full power and authority
to do and perform in his name and on his behalf, in any and all capacities,
every act whatsoever requisite or necessary to be done in the premises, as fully
and to all intents and purposes as he might or could do in person, said acts of
said attorneys being hereby ratified and approved.




DATED:  September 17, 1997



/S/ GERALD L. GHERLEIN
----------------------
Gerald L. Gherlein


<PAGE>

                                 EXHIBIT INDEX

(j)(1)        Consent of Drinker Biddle & Reath LLP.

(j)(2)        Consent of Ernst & Young LLP.

(j)(3)        Consent of PricewaterhouseCoopers LLP.



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