Exhibit (l)(34)
PURCHASE AGREEMENT
AGREEMENT dated this __ day of _________, ____, by and between Armada Funds (the
"Trust"), a Massachusetts business trust, and Professional Funds Distributor,
LLC ("PFD").
1. The Trust hereby offers PFD and PFD hereby purchases one
each of the following classes and series of shares of beneficial interest (no
par value per share) representing interests in the Trust's Multi-Factor Small
Cap Value Fund, Multi-Factor Small Cap Core Fund and Multi-Factor Small Cap
Growth Fund at a price of $10.00 per share (collectively known as "Shares"):
CLASS OF SHARES NAME OF CLASS OF SHARES
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Class FFF Armada Multi-Factor Small Cap Value Fund - I Shares
Class FFF - Special Series 1 Armada Multi-Factor Small Cap Value Fund - A Shares
Class FFF - Special Series 3 Armada Multi-Factor Small Cap Value Fund - C Shares
Class FFF - Special Series 5 Armada Multi-Factor Small Cap Value Fund - R Shares
Class GGG Armada Multi-Factor Small Cap Core Fund - I Shares
Class GGG - Special Series 1 Armada Multi-Factor Small Cap Core Fund - A Shares
Class GGG - Special Series 3 Armada Multi-Factor Small Cap Core Fund - C Shares
Class GGG - Special Series 5 Armada Multi-Factor Small Cap Core Fund - R Shares
Class HHH Armada Multi-Factor Small Cap Growth Fund - I Shares
Class HHH - Special Series 1 Armada Multi-Factor Small Cap Growth Fund - A Shares
Class HHH - Special Series 3 Armada Multi-Factor Small Cap Growth Fund - C Shares
Class HHH - Special Series 5 Armada Multi-Factor Small Cap Growth Fund - R Shares
2. PFD hereby acknowledges receipt of one Share of each class
and series listed above. The Trust hereby acknowledges receipt from PFD of funds
in the amount of $10.00 for each such Share.
3. PFD represents and warrants to the Trust that the Shares
are being acquired for investment purposes and not with a view to the
distribution thereof.
4. The names "Armada Funds" and "Trustees of Armada Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Declaration of
Trust dated as of January 28, 1986 which is hereby referred to and a copy of
which is on file at the office of the State Secretary of the Commonwealth of
Massachusetts and at the principal office of the Trust. The obligations of
"Armada Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the Trust Property, and
all persons dealing with any class of shares of the Trust must look solely to
the Trust Property belonging to such class for the enforcement of any claims
against the Trust.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the ____ day of _________, ____.
ARMADA FUNDS
Attest:
By:
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Title:
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PROFESSIONAL FUNDS DISTRIBUTOR, LLC
Attest:
By:
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Title:
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