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Exhibit 9(b)
ADMINISTRATION AGREEMENT
Agreement dated as of __________, 1996 by and between
GMG/Seneca Capital Management, L.P., a California limited partnership ("The
Administrator"), and Seneca Funds, a Delaware business trust (the "Fund").
WHEREAS, the Fund is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Fund wishes to retain the Administrator to
furnish certain administrative services to the Fund, and the Administrator is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
1. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to provide certain
administrative services to the Fund for the period and on the terms set forth
in this Agreement. The Administrator accepts such appointment and agrees to
render the services stated herein.
The Fund will initially consist of the portfolio(s) and/or
class(es) of shares (each an "Investment Fund") listed in Schedule A to this
Agreement. In the event that the Fund establishes one or more additional
Investment Funds with respect to which the Administrator is to act as
administrator, the Fund shall notify the Administrator in writing. Upon
written acceptance by the Administrator, such Investment Fund shall become
subject to the provisions of this Agreement to the same extent as the existing
Investment Funds, except to the extent that such provisions (including those
relating to the compensation and expenses payable by the Fund and its
Investment Funds) may be modified with respect to each additional Investment
Fund in writing by the Administrator at the time of the addition of the
Investment Fund.
2. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator copies of
each of the following documents and all future amendments and supplements, if
any:
a. The Fund's charter document and by-laws;
b. The Fund's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act"), and the
1440 Act and the Fund's Prospectus(es) and Statement(s) of
Additional Information relating to all Investment Funds and all
amendments and supplements thereto as in effect from time to
time;
c. Certified copies of the resolutions of the Board of Trustees
of the Fund (the "Board") authorizing (1) the Fund to enter
into this Agreement, and (2) certain individuals on behalf of
the Fund to (a) give instructions to the Administrator
pursuant to this Agreement and (b) sign checks and pay
expenses;
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d. A copy of the investment advisory agreement between the Fund
and its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
3. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a limited partnership, duly organized and existing under
the laws of the State of California;
b. It has the corporate power and authority to carry on its
business;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
4. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. The Fund is a business trust, duly organized and existing and
in good standing under the laws of the State of Delaware;
b. The Fund has the corporate power and authority under
applicable laws and by its charter and by-laws to enter into
and perform this Agreement;
c. All requisite proceedings have been taken to authorize the Fund
to enter into and perform this Agreement;
d. The Fund is an investment company properly registered under the
1940 Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed and will be effective and remain effective
during the term of this Agreement. The Fund also warrants to
the Administrator that as of the effective date of this
Agreement, all necessary filings under the securities laws of
the states in which the Fund offers or sells its shares have
been made;
f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform
its duties and obligations under this Agreement;
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g. The Fund's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other
agreement or obligation of the Fund or any law or regulation
applicable to it; and
h. As of the close of business on the date of this Agreement, the
Fund is authorized to issue shares of capital stock and it
will initially offer shares, in the authorized amounts as set
forth in Schedule A to this Agreement.
5. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in
each case, subject to the control, supervision and direction of the Fund and
the review and comment by the Fund's auditors and legal counsel and in
accordance with procedures which may be established from time to time between
the Fund and the Administrator:
a. Oversee the determination and publication of the Fund's net
asset value in accordance with the Fund's policy as adopted
from time to time by the Board;
b. Oversee the maintenance by the Fund's custodian of certain
books and records of the Fund as required under Rule 31a-1(b)
of the 1940 Act;
c. Prepare the Fund's federal, state and local income tax returns
for review by the Fund's independent accountants and filing by
the Fund's treasurer;
d. Review calculation, submit for approval by officers of the Fund
and arrange for payment of the Fund's expenses;
e. Prepare for review and approval by officers of the Fund
financial information for the Fund's semi-annual and annual
reports, proxy statements and other communications required or
otherwise to be sent to Fund shareholders, and arrange for the
printing and dissemination of such reports and communications
to shareholders;
f. Prepare for review by an officer of and legal counsel for the
Fund the Fund's periodic financial reports required to be
filed with the Securities and Exchange Commission ("SEC") on
Form N-SAR and financial information required by Form N-1A and
such other reports, forms or filings as may be mutually agreed
upon;
g. Prepare reports relating to the business and affairs of the
Fund as may be mutually agreed upon and not otherwise prepared
by the Fund's investment adviser, custodian, legal counsel or
independent accountants;
h. Make such reports and recommendations to the Board concerning
the performance of the independent accountants as the Board
may reasonably request;
i. Make such reports and recommendations to the Board concerning
the performance and fees of the Fund's custodian and transfer
and dividend disbursing agent ("Transfer Agent") as the Board
may reasonably request or deems appropriate;
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j. Oversee and review calculations of fees paid to the Fund's
investment adviser, custodian and Transfer Agent;
k. Consult with the Fund's officers, independent accountants,
legal counsel, custodian and Transfer Agent in establishing
the accounting policies of the Fund;
l. Review implementation of any dividend reinvestment programs
authorized by the Board;
m. Respond to, or refer to the Fund's officers or Transfer Agent,
shareholder inquiries relating to the Fund;
n. Provide periodic testing of portfolios to assist the Fund's
investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the
1940 Act and Fund prospectus limitations as may be mutually
agreed upon;
o. Review and provide assistance on shareholder communications;
p. Maintain general corporate calendar;
q. Maintain copies of the Fund's charter and by-laws;
r. File annual and semi-annual shareholder reports with the
appropriate regulatory agencies; review text of "President's
letters" to shareholders and "Management's Discussion of Fund
Performance" (which shall also be subject to review by the
Fund's legal counsel);
s. Organize, attend and prepare minutes of shareholder meetings;
t. Provide consultation on regulatory matters relating to
portfolio management, Fund operations and any potential
changes in the Fund's investment policies, operations or
structure; act as liaison to legal counsel to the Fund and,
where applicable, to legal counsel to the Fund's independent
Board members;
u. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may affect the
Fund, update the Board and the investment adviser on those
developments and provide related planning assistance where
requested or appropriate;
v. Develop or assist in developing guidelines and procedures to
improve overall compliance by the Fund and its various agents;
w. Counsel and assist the Fund in the handling of routine
regulatory examinations and work closely with the Fund's legal
counsel in response to any non-routine regulatory matters;
Subject to review and comment by the Fund's legal counsel:
x. Prepare and file with the SEC amendments to the Fund's
registration statement, including updating the Prospectus and
Statement of Additional Information, where applicable;
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y. Prepare and file with the SEC proxy statements; provide
consultation on proxy solicitation matters;
z. Prepare agenda and background materials for Board meetings,
make presentations where appropriate, prepare minutes and
follow-up on matters raised at Board meetings; and
aa. Prepare and file with the SEC Rule 24f-2 notices.
bb. Prepare and file state registrations of the Fund's securities
pursuant to the specific instructions of the Fund and as
detailed in Schedule C to this Agreement.
The Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such
compensation for the Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in Schedule B to this
Agreement. The fees are accrued daily and billed monthly and shall be due and
payable upon receipt of the invoice. Upon the termination of this Agreement
before the end of any month, the fee for the part of the month before such
termination shall be prorated according to the proportion which such part bears
to the full monthly period and shall be payable upon the date of termination of
this Agreement. In addition, the Fund shall reimburse the Administrator for
its out-of-pocket costs incurred in connection with this Agreement.
The Fund agrees promptly to reimburse the Administrator for
any equipment and supplies specially ordered by or for the Fund through the
Administrator and for any other expenses not contemplated by this Agreement
that the Administrator may incur on the Fund's behalf at the request or with
the consent of the Fund.
The Administrator will not be responsible for any expenses
incurred in the operation of the Fund and not specifically assumed by the
Administrator. Such expenses include, but are not limited to: organizational
expenses; cost of services of independent accountants and outside legal and tax
counsel (including such counsel's review of the Fund's registration statement,
proxy materials, federal and state tax qualification as a regulated investment
company and other reports and materials prepared by the Administrator under
this Agreement); cost of any services contracted for by the Fund directly from
parties other than through the Administrator; cost of trading operations and
brokerage fees, commissions and transfer taxes in connection with the purchase
and sale of securities for the Fund; investment advisory fees; taxes, insurance
premiums and other fees and expenses applicable to its operation; costs
incidental to any meetings of shareholders including, but not limited to, legal
and accounting fees, proxy filing fees and the costs of preparation, printing
and mailing of any proxy materials; costs incidental to Board meetings,
including fees and expenses of Board members; the salary and expenses of any
officer, director/trustee or employee of the Fund; costs incidental to the
preparation, printing and distribution of the Fund's registration statements
and any amendments thereto and shareholder reports; cost of typesetting and
printing of prospectuses; cost of preparation and filing of the Fund's tax
returns, Form N-1A and Form N-SAR, and all notices, registrations and
amendments associated with applicable federal and state tax and securities
laws; all applicable registration fees and filing fees required under federal
and state securities laws; fidelity bond and directors' and
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officers' liability insurance; and cost of independent pricing services used in
computing the Fund's net asset value.
The Administrator may from time to time sub-contract with
one or more sub-administrators (each, a "Sub- Administrator") to provide some
or all services hereunder, and is authorized to and may employ or associate
with such person or persons as the Administrator may deem desirable to assist
it in performing its duties under this Agreement; provided, however, that the
compensation of such Sub- Administrators and persons shall be paid by the
Administrator and that the Administrator shall be as fully responsible to the
Fund for the acts and omissions of any such Sub-Administrators or persons as it
is for its own acts and omissions.
7. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the
Fund for instructions and may consult with its own legal counsel or outside
counsel for the Fund or the independent accountants for the Fund at the expense
of the Fund, with respect to any matter arising in connection with the services
to be performed by the Administrator under this Agreement. The Administrator
shall not be liable, and shall be indemnified by the Fund, for any action taken
or omitted by it in good faith in reliance upon any such instructions or advice
or upon any paper or document believed by it to be genuine and to have been
signed by the proper person or persons. The Administrator shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from the Fund. Nothing in this paragraph shall be construed as
imposing upon the Administrator any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
8. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of
only such duties as are set forth in this Agreement and, except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Administrator shall have no liability for any error of judgment or mistake of
law or for any loss or damage resulting from the performance or nonperformance
of its duties hereunder unless solely caused by or resulting from the gross
negligence or willful misconduct of the Administrator, its officers or
employees. The Administrator shall not be liable for any special, indirect,
incidental, or consequential damages of any kind whatsoever (including, without
limitation, attorneys' fees) under any provision of this Agreement or for any
such damages arising out of any act or failure to act hereunder. In any event,
the Administrator's liability under this Agreement shall be limited to its
total annual compensation earned and fees paid hereunder during the preceding
twelve months for any liability or loss suffered by the Fund including, but not
limited to, any liability relating to qualification of the Fund as a regulated
investment company or any liability relating to the Fund's compliance with any
federal or state tax or securities statute, regulation or ruling.
The Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its control,
including without limitation, work stoppage, power or other mechanical failure,
computer virus, natural disaster, governmental action or communication
disruption, nor shall any such failure or delay give the Fund the right to
terminate this Agreement.
The Fund shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from any claim, demand,
action or suit in connection with the
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Administrator's acceptance of this Agreement, any action or omission by it or
its subcontractors in the performance of Administrator's duties hereunder, or
as a result of acting upon any instructions reasonably believed by it to have
been duly authorized by the Fund, provided that this indemnification shall not
apply to actions or omissions of the Administrator, its officers or employees
in cases of its or their own gross negligence or willful misconduct.
The Fund will be entitled to participate at its own expense in
the defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain
counsel, the Administrator or any of its affiliated persons, named as defendant
or defendants in the suit, may retain additional counsel but shall bear the
fees and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) the Fund shall have determined
in good faith that the retention of such counsel is required as a result of a
conflict of interest.
The indemnification contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
The Administrator agrees that, except as otherwise required by
law or in connection with any required disclosure to a banking or other
regulatory authority, it will keep confidential all records and information in
its possession relating to the Fund or its shareholders or shareholder accounts
and will not disclose the same to any person except at the request or with the
written consent of the Fund.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable
to it.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator agrees that all records which it maintains for the
Fund shall at all times remain the property of the Fund, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Fund
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier
surrendered as provided above. Records shall be surrendered in usable
machine-readable form.
11. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be
deemed exclusive, and the Administrator shall be free to render similar
services to others. The Administrator shall be deemed to be an independent
contractor and shall, unless otherwise expressly provided herein or otherwise
authorized by the Fund from time to time, have no authority to act or represent
the Fund in any way or otherwise be deemed an agent of the Fund.
12. TERM, TERMINATION AND AMENDMENT
This initial term of this Agreement will commence on the date
on which the Fund first accepts money for investment and will end on September
30, 1996. The term will
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automatically continue in effect thereafter for successive annual terms, until
terminated. Either party may terminate this Agreement as to some or all
Investment Funds by giving written notice at least 60 days prior to the
expiration of the then-current annual term. Such termination will be effective
at the end of such term. Termination of this Agreement with respect to any
given Investment Fund shall in no way affect the continued validity of this
Agreement with respect to any other Investment Fund. Upon termination of this
Agreement, the Fund shall pay to the Administrator such compensation and any
reimbursable expenses as may be due under the terms hereof as of the date of
such termination, including reasonable out-of- pocket expenses associated with
such termination. This Agreement may be modified or amended from time to time
by mutual written agreement of the parties hereto.
13. NOTICES
Any notice or other communication authorized or required by
this Agreement to be given to either party shall be in writing and deemed to
have been given when delivered in person or by confirmed facsimile, or posted
by certified mail, return receipt requested, to the following address (or such
other address as a party may specify by written notice to the other): if to
the Administrator: GMG/Seneca Capital Management, L.P., 000 Xxxxxxxxxx Xxxxxx,
Xxx Xxxxxxxxx, XX 00000 Attn: Xxxx X. Seneca, fax:_______________; if to the
Fund: Seneca Funds, 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx, XX 00000 Attn: Xxxx
Xxxxxx.
14. ASSIGNMENT
This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party, except that either
party may assign this Agreement to a successor of all or a substantial portion
of its business, or to a party controlling, controlled by or under common
control with the assigning party.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Administrator and the Fund, and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement contains the entire understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
previous representations, warranties or commitments regarding the services to
be performed hereunder whether oral or in writing.
17. WAIVER
The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
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18. SEVERABILITY
If any provision of this Agreement is invalid or unenforceable,
the balance of the Agreement shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
19. GOVERNING LAW
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of The Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
GMG/SENECA CAPITAL MANAGEMENT, L.P.
By: ____________________________________________
Xxxx X. Seneca, its Managing General Partner
SENECA FUNDS
By: ____________________________________________
Name: ____________________________________________
Title: ____________________________________________
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ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
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ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE B
FEES AND EXPENSES
I. FUND ADMINISTRATION SERVICES
Net Asset Value Fee Annual Rate Expressed in Basis Points:
1/100 of 1%
First $125 Million per Portfolio 8
Next $125 Million per Portfolio 6
Thereafter 4
Minimum fee per Portfolio
(annualized) $55,000
The above fees will be computed and accrued daily at one
three-hundred-sixty-fifth of the applicable rates expressed above.
The net asset value of each Portfolio will be determined in the manner
set forth in the Registration Statement pertaining to such Portfolio
after the close of the New York Stock Exchange on each day on which
said Exchange is open, and in the case of Saturdays, Sundays, and
other days on which said exchange shall not be open, in the manner
further set forth in said Registration Statement.
A fee of $2,500 for each class of shares, excluding the initial class
of shares, if more than one class of shares is operational in a fund.
The minimum fee will be waived for the first six months of Trust
operations.
II. BLUE SKY ADMINISTRATION SERVICES
A fee of $2,500 for each class of shares, excluding the initial class
of shares, if more than one class of shares is operational in a fund.
III. OUT-OF-POCKET EXPENSES -- INCLUDE, BUT MAY NOT BE LIMITED TO:
-- Printing for shareholder reports and SEC filings
-- Legal fees, audit fees, and other professional fees
-- Postage, telephone, fax, and photocopying
-- Supplies related to fund records
-- Travel and lodging for Board and Operations meetings
-- Preparation of financial statements other than Annual,
Semi-annual and quarterly board reporting $3,000 per financial
report
IV. SPECIAL ARRANGEMENTS
Fee for activities of non-recurring nature such as fund consolidations
or reorganizations, and/or preparation of special reports will be
subject to negotiation.
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V. TERM OF FEE SCHEDULE
The parties agree that the fee schedule shall remain in effect for
three full years from the commencement of Trust operations and from
year to year thereafter until it is revised as a result of
negotiations initiated by either party.
In the event that the Trust terminates the Agreement prior to its
initial termination date all amounts waived under the Fee Schedule
will become payable to GMG/Seneca Capital Management, L.P. by the
Trust.
GMG/SENECA CAPITAL MANAGEMENT, L.P.
By: ____________________________________________
Xxxx X. Seneca, its Managing General Partner
SENECA FUNDS
By: _________________________________________
Name: _________________________________________
Title: _________________________________________
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ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE C
REGISTRATION OF FUND SHARES
WITH STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE ADMINISTRATOR AND THE FUND, THE ADMINISTRATOR
WILL PREPARE REQUIRED DOCUMENTATION AND REGISTER FUND SHARES IN ACCORDANCE WITH
THE SECURITIES LAWS OF EACH JURISDICTION IN WHICH FUND SHARES ARE TO BE OFFERED
OR SOLD PURSUANT TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE FUND.
THE FUND SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE
JURISDICTIONS IN WHICH FUND SHARES ARE TO BE REGISTERED AND (ii) THE NUMBER OF
FUND SHARES TO BE REGISTERED IN EACH SUCH JURISDICTION. IN THE EVENT THAT THE
ADMINISTRATOR BECOMES AWARE OF (a) THE SALE OF FUND SHARES IN A JURISDICTION IN
WHICH FUND SHARES ARE NOT REGISTERED FOR OFFER AND SALE OR (b) THE SALE OF FUND
SHARES IN EXCESS OF THE NUMBER OF FUND SHARES REGISTERED IN SUCH JURISDICTION,
THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE FUND, AND IT SHALL BE
THE FUND'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION AND
INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The registration services shall consist of the following:
1. Filing of Fund's Application to Register Securities and
amendments, if directed by the Fund;
2. Filing of amendments to the Fund's registration statement;
3. Filing Fund sales reports and advertising literature where
required;
4. Payment at the expense of the Fund of all Fund state
registration and filing fees;
5. Filing the Prospectuses and Statements of Additional
Information and any supplements thereto;
6. Filing of annual reports and proxy statements where required;
and
7. The performance of such additional services as the
Administrator and the Fund may agree upon in writing.
Unless otherwise specified in writing by the Administrator, registration
services by the Administrator shall not include determining the availability of
exemptions under a jurisdiction's blue sky law. Any such determination shall be
made by the Fund or its legal counsel. In connection with the services
described herein, the Fund shall issue in favor of the Administrator a power of
attorney to register Fund shares on behalf of the Fund, which power of attorney
shall be substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of _____________ , 1996 that the undersigned
SENECA FUNDS, with principal offices at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxxxxxxx,
XX 00000 (the "Fund") makes, constitutes, and appoints GMG/SENECA CAPITAL
MANAGEMENT, L.P. (the "Administrator") with principal offices at 000 Xxxxxxxxxx
Xxxxxx, Xxx Xxxxxxxxx, XX 00000 its lawful attorney-in-fact for it to do as if
it were itself acting, the following:
1. REGISTRATION OF FUND SHARES. The power to register shares of the Fund in
each jurisdiction in which Fund shares are offered or sold and in connection
therewith the power to prepare, execute, and deliver and file any and all Fund
applications, including without limitation, applications to register shares,
consents, including consents to service of process, reports, including without
limitation, all periodic reports, claims for exemption, or other documents and
instruments now or hereafter required or appropriate in the judgment of the
Administrator in connection with the registration of Fund shares.
2. AUTHORIZED SIGNERS. Pursuant to this Limited Power of Attorney,
individuals holding the titles of Officer, Blue Sky Manager, or Senior Blue Sky
Administrator at the Administrator shall have authority to act on behalf of the
Fund with respect to item 1 above.
The execution of this limited power of attorney shall be deemed coupled with an
interest and shall be revocable only upon receipt by the Administrator of such
termination of authority. Nothing herein shall be construed to constitute the
appointment of the Administrator as or otherwise authorize the Administrator to
act as an officer, director or employee of the Fund.
IN WITNESS WHEREOF, the Fund has caused this Agreement to be executed in its
name and on its behalf by and through its duly authorized officer, as of the
date first written above.
SENECA FUNDS
By: _____________________________
Name:___________________________
Title: ___________________________
