Armada Funds One Freedom Valley Drive Oaks, PA 19456  December
4, 2002  Jonathan G. Katz U.S. Securities and Exchange
Commission 450 Fifth Street, N.W. Washington, DC 20549  RE:
Proposed Rule: Disclosure of Proxy Voting Policies and Proxy
Voting Records by Registered Management Investment Companies
(SEC File No. S7-36-02)  Dear Mr. Katz:  On behalf of the Board
of Trustees of Armada Funds ("Armada Funds"), I am writing to
comment on the proposed form amendments requiring proxy voting
disclosure by mutual funds (Release Nos. 33-8131; 34-46518; and
IC-25739, September 20, 2002 (the "Release")).  The Armada Funds
consist of 33 portfolios with total assets approximating $16
billion. Seven of the nine trustees are independent trustees. We
believe that the proposed form amendments requiring disclosure
of a fund's actual proxy voting record should be eliminated
because (a) the costs of implementing this portion of the
proposal far outweigh the meager benefits, (b) if this portion
of the proposal is implemented, it w