SecProbe.io

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
Drinker Biddle & Reath LLP

                                   MEMORANDUM

       TO:        Kimberly Browning, Esquire

     FROM:        Edward T. Searle, Esquire

     DATE:        September 8, 2004

       RE:        Armada Funds' N-14 Comments

--------------------------------------------------------------------------------

As per our telephone conversation of Tuesday, September 7, following are
responses to additional comments to Pre-Effective Amendment No. 2 to the Form
N-14 Registration Statement of Armada Funds:

1.       Comment: Rewrite the third bullet point on the second page of the
shareholder letter in plain English.

         Response: The text of the bullet point will be restated to read as
follows:

         "Total annual fund operating expenses of the Armada Acquiring Funds
(before and after any fee waivers or expense reimbursements) which are lower
than total annual fund operating expenses of the corresponding Riverfront Target
Funds (before and after any fee waivers or expense reimbursements), except for
Class I Shares of the Armada Government Money Market Fund for which total annual
fund operating expenses before fee waivers are higher than those for
Institutional Shares of the Riverfront Government Securities Money Market Fund
but are lower after fee waivers;"

2.       Comment: Discuss the Board's consideration that advisory fees of
certain Armada Acquiring Funds will be higher after the Reorganizations than
those applicable to the corresponding Riverfront Target Funds prior to the
Reorganizations.

         Response: As discussed on our call, counsel to the independent trustees
of The Provident Riverfront Funds has indicated that the discussion of Board
considerations accurately reflects the record of the Board's deliberations.
Nonetheless, under the heading "Board Approval of the Reorganization Plan," the
following paragraph will be added following the third paragraph:

         "In determining that fees and expenses of the Armada Acquiring Funds
are expected to be lower than those of the Riverfront Target Funds, the Board
was presented with information concerning advisory fees for the Armada Acquiring
Funds and Riverfront Target Funds. While contractual advisory fees for the
Armada Small Cap Growth Fund, Armada Government Mortgage Fund and Armada
Government Money Market Fund are higher than those currently paid by the
Riverfront Small Company Select Fund, Riverfront U.S. Government Fund and
Riverfront Government Securities Money Market Fund, respectively, the Board
focused on the fact that total annual fund operating expenses for these Armada
Acquiring Funds are lower than total annual fund operating expenses for the
corresponding Riverfront Target Funds (after fee waivers in comparing Class I
Shares of the Armada Government Money Market Fund to Institutional Shares of the
Riverfront Government Securities Money Market Fund)."
<PAGE>

3.       Comment: In the fourth bullet point under the Q&A "What are the
benefits of the Reorganization?" if showing performance show performance for
the entire history of the Funds, not merely one year.

         Response: Providing this performance information was Registrant's
attempt to be responsive to the staff's prior comment on the performance issue.
Because of the disparity in inception dates among the funds, performance
comparisons as noted in the comment could be misleading or not meaningful.
Therefore, the one-year performance information will be deleted and the text of
the bullet point will read as follows:

     "The long-term performance of the Armada Acquiring Funds compares favorably
     to that of the corresponding Riverfront Target Funds. The Combined
     Prospectus/Proxy Statement contains information on the performance of the
     Armada Acquiring Funds and Riverfront Target Funds for the one-, five-, and
     ten-year periods and for the period since inception for Funds with shorter
     histories."

4.       Comment: Represent supplementally that Total Annual Fund Operating
Expenses refers to gross expenses before waivers or expense reimbursements.

         Response: When the term Total Annual Fund Operating Expenses is used,
it refers to the expenses before waivers or expense reimbursements as are
presented on the bottom line of the fee and expense tables, unless in context it
is expressly stated that fee waivers and/or expense reimbursements are taken
into account.

5.       Comment: In the third paragraph of the Q&A, "What class of shares of
. . . ?" explain the term "many shareholders."

         Response: As we discussed, this will be changed to "some shareholders"
which is an accurate statement regardless of the percentage of Investor A
shareholders that would be eligible to purchase Class I Shares. I note that the
expense structure of Armada Funds' Class I Shares is more favorable than that of
Armada Funds' Class A Shares, which is the comparable share class to Riverfront
Funds' Investor A Shares.

6.       Comment: In the fourth paragraph of the section "Purchasing Shares -
Armada Acquiring Funds," clarify that orders processed through a financial
intermediary must be received by the financial intermediary by 4 p.m. to receive
the next determined NAV.

         Response: The third sentence of the paragraph will be revised to read,
"In these cases, a Fund will be deemed to have received an order that is in
proper form when the order is accepted by the financial intermediary by 4 p.m.
on a business day, . . . ."

                                      -2-
<PAGE>

7.       Comment: The same comment as number 6 above applies to the section
"Redeeming Shares - Armada Acquiring Funds."

         Response: The following sentence is added at the end of the first
paragraph under the section:

"A redemption order accepted by a financial intermediary by 4 p.m. on a business
day will be deemed to have been received by a Fund and will be priced at the NAV
next determined less any CDSC."

8.       Comment: Add as a principal risk that an investor could lose money by
investing in the funds.

         Response: The requested disclosure will be added to the first paragraph
under the principal risk factors section, which will be restated in its entirety
as follows:

         "Investing in each Fund involves risk and there is no guarantee that a
Fund will achieve its investment goal. As with any mutual fund, you could lose
money by investing in a Fund. An investment in a Fund is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any government
agency. Additional principal risks of investing in the Funds are set forth
below."

9.       Comment: In the section "Board Approval of the Reorganization Plan,"
discuss the Board's consideration of the fact that the Reorganization Plan could
be changed without shareholder approval.

         Response: Counsel to the independent trustees of The Provident
Riverfront Funds has confirmed that the discussion in this section accurately
states the material factors considered by the Board in approving, and
recommending that shareholders approve, the proposed Reorganization Plan.
Registrant notes that the ability to amend the Reorganization Plan without
shareholder approval is disclosed in the paragraph immediately preceding this
section. Registrant will, however, add the following at the end of the first
sentence of the first paragraph of this section:

". . . effected, after having reviewed the terms and conditions of the
Reorganization Plan."

10.      Comment: In the penultimate sentence of the third paragraph of the same
section, clarify what is meant by the Board "believes" that the "overall" fees
and expenses of the Armada Acquiring Funds are expected to be lower than those
of the Riverfront Target Funds.

         Response: The sentence will be revised to read as follows:

"Based on this review, the Board determined that total annual fund operating
expenses of the Armada Acquiring Funds are expected to be lower than those of
the Riverfront Target Funds (after fee waivers in comparing Class I Shares of
the Armada Government Money Market Fund to Institutional Shares of the
Riverfront Government Securities Money Market Fund)."

                                      -3-
<PAGE>

11.      Comment: Review disclosure concerning the Interim Agreement and New
Agreement in "Proposal 2 - Approval of New Investment Advisory Agreement" versus
the standards of Rule 15a-4 under the Investment Company Act.

         Response: The first sentence of the first paragraph under "Description
of the Interim Agreement" states that the terms and conditions of the Interim
Agreement are identical in all material respects to the PIA Agreement . . ."
with limited exceptions in accordance with Rule 15a-4. See Rule 15a-4(b)(2)(v).

         The second sentence of the second paragraph will be restated to read
"In approving the Interim Agreement, the Board of Trustees determined that the
scope and quality of services to be provided by IMC to the Riverfront Target
Funds under the Interim Agreement are at least equivalent to the scope and
quality of services PIA provided under the PIA Agreement." This meets the
standard stated in Rule 15a-4(b)(2)(iii).

         The first sentence of the second paragraph under "Terms of the New
Advisory Agreement" will be restated to read "The advisory services to be
provided by IMC under the New Agreement are identical to those provided by IMC
under the Interim Agreement and materially the same as those provided by PIA
under the PIA Agreement."

         The second sentence of the Q&A "Does the New Agreement differ
substantially . . .?" will be revised to read "The terms of the New Agreement
are identical to those of the Interim Agreement, except for certain provisions
required in the Interim Agreement by federal regulations."

                                    * * * * *

         As we discussed, Registrant would like the Registration Statement to be
declared effective as soon as possible. We believe that the foregoing changes
can appropriately be incorporated into a filing pursuant to Rule 497 under the
Securities Act of 1933 within the prescribed time period following the
effectiveness of the Registration Statement.

         Please call me at (215) 988-2442 to discuss any of these responses.

                                      -4-

</TEXT>
</DOCUMENT>