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Exhibit (d)(2)
ARMADA FUNDS
FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
This FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT (the "First
Amendment") dated as of March 1, 2001, by and between THE ARMADA FUNDS, 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 Advisory Agreement dated November
19, 1997, with respect to the Trust's Money Market, Treasury, Government, Tax
Exempt, Pennsylvania Tax Exempt, National Tax Exempt, Fixed Income, GNMA,
Intermediate Government, Equity Growth, Equity Income, Mid Cap Regional, Ohio
Tax Exempt and Pennsylvania Municipal Funds (the "Investment Advisory
Agreement"):
1. NAMES OF THE PARTIES. All references to National City Bank in the
Investment Advisory Agreement shall be deemed to refer to National City
Investment Management Company.
2. NAME OF THE PORTFOLIO. All references to the Equity Income Fund in
the Investment Advisory Agreement shall be deemed to refer to the Large Cap
Value 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
ARMADA FUNDS MANAGEMENT COMPANY
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By: /s/ Xxxxxxx X. Xxxxxxx, Xx. By: /s/ Xxxxxx X. Xxxx
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Xxxxxxx X. Xxxxxxx, Xx. Xxxxxx X. Xxxx
President President
