Exhibit (l)(33)
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
Class EEE, Class EEE - Special Series 1, Class EEE - Special Series 2, Class EEE
- Special Series 3, Class EEE - Special Series 4 and Class EEE - Special Series
5 shares of beneficial interest (no par value per share) representing interests
in the Trust's Small Cap Core Fund at a price of $10.00 per share (collectively
known as "Shares").
2. PFD hereby acknowledges receipt of one Share each of Class EEE,
Class EEE - Special Series 1, Class EEE - Special Series 2, Class EEE - Special
Series 3, Class EEE - Special Series 4 and Class EEE - Special Series 5. 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:__________________________
Title:________________________
PROFESSIONAL FUNDS DISTRIBUTOR, LLC
Attest:
By: _______________________
Title: _______________________