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Exhibit (d)(2)
ARMADA ADVANTAGE FUND
FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT (the "First
Amendment") dated as of June 9, 2001, by and between THE ARMADA ADVANTAGE FUND,
a Massachusetts business trust, located in Oaks, Pennsylvania (the "Trust") and
NATIONAL CITY INVESTMENT MANAGEMENT COMPANY, located in Cleveland, Ohio (the
"Investment Advisor").
The parties hereby agree that in the Investment Advisory Agreement
dated August 18, 1993, with respect to the Trust's Prime Obligations, Equity,
Small Capitalization and Bond Funds (the "Investment Advisory Agreement"):
1. NAMES OF THE PARTIES. All references to the Parkstone Advantage Fund
in the Investment Advisory Agreement shall be deemed to refer to the Armada
Advantage Fund, and all references to First of America Investment Corporation in
the Investment Advisory Agreement shall be deemed to refer to National City
Investment Management Company.
2. NAMES OF THE PORTFOLIOS. All references to the Equity Fund in the
Investment Advisory Agreement shall be deemed to refer to the Mid Cap Growth
Fund, and all references to the Small Capitalization Fund in the Investment
Advisory Agreement shall be deemed to refer to the Small Cap Growth Fund.
3. DEFINITIONS. Unless otherwise defined herein, all capitalized terms
used in this First Amendment shall have their respective defined meanings
ascribed to them in the Investment Advisory Agreement.
4. MISCELLANEOUS. Except to the extent expressly amended by this First
Amendment, the Investment Advisory Agreement shall remain unchanged and in full
force and effect. References therein to "this Agreement," "hereby," "herein,"
and the like shall be deemed to refer to the Investment Advisory Agreement, as
amended by this First Amendment. This First Amendment may be executed in two or
more counterparts, each of which shall be deemed an original, and all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
NATIONAL CITY INVESTMENT
THE ARMADA ADVANTAGE FUND MANAGEMENT COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxx
President President
