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EXHIBIT 9(a)
FORM OF
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT is made as of the ______ day of ___________, 19___, by and
between SENECA FUNDS, a Delaware business trust, having its principal office and
place of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
("Fund"), and INVESTORS FIDUCIARY TRUST COMPANY, a Missouri trust company having
its principal office and place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("IFTC").
WHEREAS, the Fund is authorized to issue shares in separate series, with each
such series representing interests in a separate portfolio of securities and
other assets (each such series, together with all other series subsequently
established by the Fund and made subject to this Agreement in accordance with
Article 10, being herein referred to as a "Portfolio", and collectively as the
"Portfolios"); and
WHEREAS, the Fund on behalf of the Portfolios desires to appoint IFTC as its
transfer agent, dividend disbursing agent, and agent in connection with certain
other activities, and IFTC desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
parties hereto agree as follows:
1. Terms of Appointment; Duties of IFTC
1.1 Subject to the terms and conditions set forth in this Agreement, the
Fund, on behalf of the Portfolios, hereby employs and appoints IFTC
to act as, and IFTC agrees to act as, transfer agent for the Fund's
authorized and issued shares of beneficial interest ("Shares"),
dividend disbursing agent, and agent in connection with any
accumulation, open-account or similar plans provided to the
shareholders of any of the respective Portfolios of the Fund
("Shareholders") and set out in the currently effective prospectus
and statement of additional information ("prospectus") of the Fund on
behalf of the applicable Portfolio, including without limitation any
periodic investment plan or periodic withdrawal program.
1.2 IFTC agrees that it will perform the following services:
(a) In accordance with procedures established from time to time
by agreement between the Fund on behalf of each of the
Portfolios, as applicable, and IFTC, IFTC shall:
(i) Receive for acceptance orders for the purchase of
Shares, and promptly deliver payment and
appropriate documentation thereof
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to the Custodian of the Fund authorized pursuant to
the Declaration of Trust of the Fund (the
"Custodian");
(ii) Pursuant to purchase orders, issue the appropriate
number of Shares and hold such Shares in the
appropriate Shareholder account;
(iii) Receive for acceptance redemption requests and
redemption directions, and deliver the appropriate
documentation thereof to the Custodian;
(iv) In respect to the transactions in items (i), (ii)
and (iii) above, IFTC shall execute transactions
directly with broker-dealers authorized by the Fund
who shall thereby be deemed to be acting on behalf
of the Fund;
(v) At the appropriate time as and when it receives
monies paid to it by the Custodian with respect to
any redemption, pay over or cause to be paid over
in the appropriate manner such monies as instructed
by the redeeming Shareholders;
(vi) Effect transfers of Shares by the registered owners
thereof upon receipt of appropriate instructions;
(vii) Prepare and transmit payments for dividends and
distributions declared by the Fund on behalf of the
applicable Portfolio;
(viii) Issue replacement certificates for those
certificates alleged to have been lost, stolen or
destroyed upon receipt by IFTC of indemnification
satisfactory to IFTC and protecting IFTC and the
Fund, and IFTC at its option may issue replacement
certificates in place of mutilated stock
certificates upon presentation thereof and without
such indemnity;
(ix) Maintain records of account for and advise the Fund
and its Shareholders as to the foregoing; and
(x) Record the issuance of Shares and maintain pursuant
to SEC Rule 17Ad-10(e) a record of the total number
of Shares which are authorized, based upon data
provided to it by the Fund, and issued and
outstanding. IFTC shall also provide the Fund on a
regular basis with the total number of Shares which
are authorized and issued and outstanding and,
except to the extent expressly provided elsewhere
in this Agreement, shall have no obligation, when
recording the issuance of Shares, to monitor the
issuance of such Shares or to take cognizance of
any laws relating to the issue or sale of such
Shares, which functions shall be the
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sole responsibility of the Fund or its agents other
than IFTC acting pursuant to this Agreement.
(b) In addition to and neither in lieu nor in contravention of
the services set forth in the above paragraph (a), IFTC
shall: (i) perform the customary services of a transfer
agent, dividend disbursing agent, and, as relevant, agent in
connection with accumulation, open-account or similar plans
(including without limitation any periodic investment plan
or periodic withdrawal program), including but not limited
to: maintaining all Shareholder accounts, preparing
Shareholder meeting lists, mailing proxies, mailing
Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and
non-resident alien accounts, preparing and filing U.S.
Treasury Department Forms 1099 and other appropriate forms
required with respect to dividends and distributions by
federal and state taxing authorities for all Shareholders,
preparing and mailing confirmation forms and statements of
account to Shareholders for all purchases and redemptions of
Shares and other confirmable transactions in Shareholder
accounts, preparing and mailing activity statements for
Shareholders, and providing Shareholder account
information,(ii) provide a system which will enable the Fund
to monitor the total number of Shares sold in each state and
which will prevent the execution of orders to purchase
shares in certain states specified by the Fund, its
Administrator or other agent, subject to override upon the
express authorization of the Fund, its Administrator, or
other agent, and (iii) open and maintain one or more
non-interest bearing deposit accounts as agent for the Fund,
with such financial institution(s) as may be designated by
it or by the Fund in writing (such accounts, however, to be
in the name of IFTC and subject only to its draft or order),
into which accounts the moneys received for the account of
the Fund and moneys for payment of dividends, distributions,
redemptions or other disbursements provided for hereunder
will be deposited, and against which checks, drafts and
payment orders will be drawn.
(c) In addition, the Fund or its Administrator or other agent
shall (i) identify to IFTC in writing those transactions and
assets to be treated as exempt from blue sky reporting for
each state, (ii) as to each Portfolio, identify to IFTC
those states in which shares of that Portfolio have not been
registered or qualified for sale or in which a limited
number of such shares have been so registered or qualified,
stating the number of such shares, (iii) promptly advise
IFTC as to the suspension, termination, or withdrawal of any
such registration or qualification in any state or any
change in the number of any such shares so registered or
qualified in any state, (iv) verify the establishment of
transactions for each state on the system prior to
activation and thereafter monitor the daily activity for
each state. The responsibility of IFTC for the Fund's blue
sky state registration status is solely limited to the
initial establishment of transactions subject to blue sky
compliance by the Fund, the reporting of such transactions
to the Fund as provided above, and the establishment
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of instructions sufficient to prevent the execution of
orders to purchase shares in certain states specified by the
Fund or its Administrator or other agent, subject to
override upon the express authorization of the Fund, its
Administrator, or other agent, as described in Section 2(b)
above.
(d) Procedures as to who shall provide certain of these services
in Section 1 may be established from time to time by
agreement between the Fund on behalf of each Portfolio and
IFTC per the attached service responsibility schedule. IFTC
may at times perform only a portion of these services, and
the Fund or its agent shall perform the remainder of these
services on the Fund's behalf.
(e) IFTC shall provide the Fund with certain Fund-related and
third-party data via computer hookup on terms agreed upon in
writing between the parties.
(f) IFTC shall deliver funds and file related reports pursuant
to state unclaimed property statutes in accordance with
procedures to be agreed upon in writing by the parties from
time to time.
(g) IFTC shall provide additional services on behalf of the Fund
which may be agreed upon in writing between the Fund and
IFTC.
2. Fees and Expenses
2.1 For the performance of services by IFTC pursuant to this Agreement,
the Fund agrees on behalf of each of the Portfolios to pay IFTC an
annual maintenance fee for each Shareholder account as set out in the
initial fee schedule attached hereto. Such fees and out-of-pocket
expenses and advances identified under Section 2.2 below may be
changed from time to time subject to mutual written agreement between
the Fund and IFTC.
2.2 In addition to the fee paid under Section 2.1 above, the Fund agrees
on behalf of each of the Portfolios to reimburse IFTC for
out-of-pocket expenses reasonably incurred in performing its duties
hereunder, including but not limited to confirmation production,
postage, forms, telephone, microfilm, microfiche, tabulating proxies,
records storage, or advances incurred by IFTC for the items set out
in the fee schedule attached hereto. In addition, any other expenses
incurred by IFTC at the request or with the consent of the Fund, will
be reimbursed by the Fund on behalf of the applicable Portfolio.
2.3 The Fund agrees on behalf of each of the Portfolios to pay all fees
and reimbursable expenses within five days following the receipt of
the respective billing notice. Postage for mailing of dividends,
proxies, Fund reports and other mailings to all shareholder accounts
shall be advanced to IFTC by the Fund at least seven (7) days prior
to the mailing date of such materials.
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3. Representations and Warranties of IFTC
IFTC represents and warrants to the Fund that:
3.1 It is a trust company duly organized and existing and in good
standing under the laws of the State of Missouri; provided, however,
that the Fund acknowledges that IFTC intends to merge with a
newly-chartered trust company which shall be the surviving entity
following such merger.
3.2 It is duly qualified to carry on its business in the State of
Missouri.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under
this Agreement.
3.6 It is duly registered as a transfer agent under Section 17A(c)(1) of
the Securities Exchange Act of 1934, as amended ("Section
17A(c)(1)"), and shall perform its obligations under this Agreement
in compliance with applicable law.
4. Representations and Warranties of the Fund
The Fund represents and warrants to IFTC that:
4.1 It is a business trust duly organized and existing and in good
standing under the laws of the state of its organization.
4.2 It is empowered under applicable laws and by its Agreement and
Declaration of Trust and By-Laws to enter into and perform this
Agreement.
4.3 All proceedings required by said Declaration of Trust and By-Laws
have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as
amended, on behalf of each of the Portfolios is currently effective
and will remain effective, and appropriate state securities law
filings have been made and will continue to be made, with respect to
all Shares of the Fund being offered for sale.
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5. Data Access and Proprietary Information
5.1 The Fund acknowledges that certain data bases, computer programs,
screen formats, report formats, interactive design techniques, and
documentation manuals furnished to the Fund by IFTC as part of the
Fund's ability to access certain Fund-related data ("Customer Data")
maintained by IFTC on data bases under the control and ownership of
IFTC or other third parties ("Data Access Services") constitute
copyrighted, trade secret, or other proprietary information
(collectively, "Proprietary Information") of substantial value to
IFTC and such third parties. In no event shall Proprietary
Information be deemed Customer Data. The Fund agrees to treat all
Proprietary Information as proprietary to IFTC and further agrees
that it shall not divulge any Proprietary Information to any person
or organization except as may be provided hereunder. Without limiting
the foregoing, the Fund agrees for itself and its employees and
agents:
(a) to access Customer Data solely from locations as may be
agreed to in writing by IFTC and the Fund and solely in
accordance with IFTC's applicable user documentation;
(b) to refrain from copying or duplicating in any way the
Proprietary Information;
(c) to refrain from obtaining unauthorized access to any portion
of the Proprietary Information, and if such access is
inadvertently obtained, to inform IFTC in a timely manner of
such fact and dispose of such information in accordance with
IFTC's instructions;
(d) to refrain from causing or allowing third-party data
acquired hereunder from being retransmitted to any other
computer facility or other location, except with the prior
written consent of IFTC;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties;
(f) to honor all reasonable written requests made by IFTC to
protect at IFTC's expense the rights of IFTC in Proprietary
Information at common law, under federal copyright law and
under other federal or state law.
Each party shall take reasonable efforts to advise its employees of their
obligations pursuant to this Section 5. The obligations of this Section shall
survive any termination of this Agreement.
5.2 If the Fund notifies IFTC that any of the Data Access Services do not
operate in material compliance with the most recently issued user
documentation for such services, IFTC shall endeavor in a timely
manner to correct such failure. Organizations from which IFTC may
obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Fund agrees to make
no claim against IFTC arising out of the contents of such third-
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party data, including, but not limited to, the accuracy thereof. DATA
ACCESS SERVICES AND ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS
USED IN CONNECTION THEREWITH ARE PROVIDED ON AN AS IS, AS AVAILABLE
BASIS. IFTC EXPRESSLY DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY
STATED HEREIN INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
5.3 If the transactions available to the Fund include the ability to
originate electronic instructions to IFTC in order to (i) effect the
transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event IFTC shall be
entitled to rely on the validity and authenticity of such
instructions without undertaking any further inquiry as long as such
instructions are undertaken in conformity with security procedures
agreed to by the parties hereto from time to time.
6. Indemnification
6.1 IFTC shall not be responsible for, and the Fund shall on behalf of
the applicable Portfolio indemnify and hold IFTC and its agents and
subcontractors harmless from and against, any and all losses,
damages, costs, charges (including reasonable counsel fees),
payments, expenses and liabilities arising out of or attributable to:
(a) All actions of IFTC or its agents or subcontractors taken
pursuant to this Agreement, provided that such actions are
taken in good faith and without negligence or willful
misconduct.
(b) The breach of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by IFTC or its agents or
subcontractors of information, records, documents or
services which (i) are received by IFTC or its agents or
subcontractors, and (ii) have been prepared, maintained or
performed by the Fund or any other person or firm on behalf
of the Fund including but not limited to any previous
transfer agent or registrar.
(d) The reliance on, or the carrying out by IFTC or its agents
or subcontractors of any instructions or requests of the
Fund on behalf of the applicable Portfolio.
(e) The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares
be registered in such state or in violation of any stop
order or other determination or ruling by any federal agency
or any state with respect to the offer or sale of such
Shares in such state, except to the extent IFTC has breached
any of its obligations hereunder in connection with such
sale.
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6.2 At any time IFTC may apply to any officer of the Fund for
instructions, and may consult with legal counsel with respect to any
matter arising in connection with the services to be performed by
IFTC under this Agreement, and IFTC and its agents and subcontractors
shall not be liable and shall be indemnified by the Fund on behalf of
the applicable Portfolio for any action taken or omitted in reliance
upon such instructions or in good faith, reasonable reliance on the
opinion of such counsel. IFTC, its agents and subcontractors shall be
protected and indemnified in acting upon any paper or document
furnished by or on behalf of the Fund, reasonably believed to be
genuine and to have been signed by the proper person or persons, or
in good faith, reasonable reliance on the instruction, information,
data, records or documents provided to IFTC or its agents or
subcontractors by machine readable input, telex, CRT data entry or
other similar means authorized by the Fund, and shall not be held to
have notice of any change of authority of any person until receipt of
written notice thereof from the Fund. IFTC, its agents and
subcontractors shall also be protected and indemnified in recognizing
stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Fund, and the
proper countersignature of any former transfer agent or former
registrar, or of a co-transfer agent or co-registrar.
6.3 The Fund shall not be responsible for, and IFTC shall indemnify and
hold the Fund and the applicable Portfolio harmless from and against,
any and all losses, damages, costs, charges (including reasonable
counsel fees), payments, expenses and liabilities arising out of or
attributable to:
(a) The bad faith, negligence or willful misconduct of IFTC or
its agents or subcontractors in taking any action pursuant
to this Agreement.
(b) The breach of any representation or warranty of IFTC
hereunder.
6.4 In order that the indemnification provisions contained in this
Section 6 shall apply, upon the assertion of a claim for which an
indemnifying party may be required to indemnify an indemnified party,
the indemnified party shall promptly notify the indemnifying party of
such assertion, and shall keep the indemnifying party advised with
respect to all developments concerning such claim. The indemnifying
party shall have the option to participate with the indemnified party
in the defense of such claim or to defend against said claim in its
own name or in the name of the indemnified party through counsel
reasonably acceptable to the indemnified party. The indemnified party
shall in no case confess any claim or make any compromise in any case
in which the indemnifying party may be required to indemnify the
indemnified party except with the indemnifying party's prior written
consent.
7. Standard of Care
IFTC shall at all times act in good faith and agrees to use its best
efforts within reasonable limits to insure the accuracy of all
services performed under this Agreement, but assumes no
responsibility and shall not be liable for loss or
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damage due to errors unless said errors are caused by its negligence,
bad faith, or willful misconduct or that of its employees, or breach
of this Agreement.
8. Covenants of the Fund and IFTC
8.1 The Fund shall on behalf of each of the Portfolios promptly furnish
to IFTC the following:
(a) A certified copy of the resolution of the Board of Trustees
of the Fund authorizing the appointment of IFTC and the
execution and delivery of this Agreement.
(b) A copy of the Declaration of Trust and By-Laws of the Fund
and all amendments thereto.
8.2 IFTC hereby agrees to establish and maintain facilities and
procedures reasonably acceptable to the Fund for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices,
if any; and for the preparation or use, and for keeping account of,
such certificates, forms and devices.
8.3 IFTC shall keep records relating to the services to be performed
hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940,
as amended, and the Rules thereunder, IFTC agrees that all such
records prepared or maintained by IFTC relating to the services to be
performed by IFTC hereunder are the property of the Fund and will be
preserved, maintained and made available in accordance with such
Section and Rules, and will be surrendered promptly to the Fund on
and in accordance with its request.
8.4 IFTC and the Fund agree that all books, records, information and data
pertaining to the business of the other party which are exchanged or
received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily
disclosed to any other person, except as may be required by law.
8.5 In case of any requests or demands for the inspection of the
Shareholder records of the Fund, IFTC will endeavor to notify the
Fund and to secure instructions from an authorized officer of the
Fund as to such inspection. IFTC reserves the right, however, to
exhibit the Shareholder records to any person whenever it is advised
by its counsel that it may be held liable for the failure to exhibit
the Shareholder records to such person.
9. Term and Termination
9.1 The initial term of this Agreement shall be for a period of one year.
Thereafter, this Agreement may be terminated by either party upon one
hundred twenty (120) days written notice to the other; provided,
however, that, in addition to any other rights and remedies it may
have, the Fund shall have the right to
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terminate this Agreement as soon as practicable after the occurrence
at any time of any of the following events:
a. any interruption or cessation of operations by IFTC
or its assigns that materially interferes with the
business operation of the Fund;
b. the bankruptcy of IFTC or its assigns or the
appointment of a receiver for IFTC or its assigns;
c. any merger, consolidation, or sale of substantially
all of the assets of IFTC or its assigns (other
than the planned merger described in Section 3.1);
d. failure by IFTC or its assigns to perform its
duties in accordance with this Agreement, which
failure may, in the judgment of the Fund's Board of
Trustees, materially adversely affect the business
operations of the Fund and which failure continues
for thirty (30) days after written notice by the
Fund; or
e. revocation, suspension, or termination of the
registration of IFTC or its assigns as a transfer
agent under Section 17A(c)(1).
9.2 Should the Fund exercise its right to terminate this Agreement, all
out-of-pocket expenses associated with the movement of records and
material will be borne by the Fund on behalf of the applicable
Portfolio(s). Additionally, IFTC reserves the right to charge for any
other reasonable expenses associated with such termination and/or a
charge equivalent to the average of three (3) months' fees.
10. Additional Portfolios
In the event that the Fund establishes one or more series of Shares
in addition to those in existence on the date of execution hereof
with respect to which it desires to have IFTC render services as
transfer agent under the terms hereof, it shall so notify IFTC in
writing, and if IFTC agrees in writing to provide such services, such
series of Shares shall become a Portfolio hereunder.
11. Assignment
11.1 Except as provided in Section 11.3 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party
without the written consent of the other party; provided, that the
planned merger described in Section 3.1 shall not be subject to this
requirement.
11.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective successors and permitted assigns.
11.3 IFTC may, without further consent on the part of the Fund,
subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts
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corporation ("BFDS"), or National Financial Data Services, Inc. a
Massachusetts corporation ("NFDS"), which are each duly registered as
a transfer agent pursuant to Section 17A(c)(1); or (ii) any other
IFTC affiliate which is duly registered as a transfer agent pursuant
to Section 17A(c)(1); provided, however, that IFTC shall be as fully
responsible to the Fund for the acts and omissions of any
subcontractor as it is for its own acts and omissions.
12. Amendment
This Agreement may be amended or modified only by a written agreement
executed by both parties and authorized or approved by a resolution
of the Board of Trustees of the Fund.
13. Missouri Law to Apply
This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of
Missouri, without reference to the choice of laws principles thereof.
14. Force Majeure
In the event either party is unable to perform its obligations under
the terms of this Agreement because of acts of God, strikes,
equipment or transmission failure or damage reasonably beyond its
control, or other causes reasonably beyond its control, such party
shall not be liable for damages to the other for any damages
resulting from such failure to perform or otherwise from such causes;
provided, however, that such party shall make reasonable efforts to
remove such causes as soon as practicable to the extent reasonably
possible for such party to do so.
15. Consequential Damages
Neither party to this Agreement shall be liable to the other party
for consequential damages under any provision of this Agreement or
for any consequential damages arising out of any act or failure to
act hereunder.
16. Merger of Agreement
This Agreement constitutes the entire agreement between the parties
hereto and supersedes any prior agreement with respect to the subject
matter hereof whether oral or written.
17. Limitations of Liability of the Trustees and Shareholders
A copy of the Certificate of Trust of the Fund is on file with the
Secretary of State of the state of its organization, and notice is
hereby given that this instrument is executed on behalf of the
Trustees of the Fund as Trustees and not individually and that the
obligations of this instrument are not binding upon any
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of the Trustees or Shareholders individually but are binding only
upon the assets and property of the Fund.
18. Survival of Terms.
The provisions of Sections 5.1, 6 and 9.2 shall survive the
termination of this Agreement.
19. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
20. Notices.
Notices, requests, instructions and other writing addressed to a
party at the address set forth above, or at such other address as
such party may have designated to the other in writing, shall be
deemed to have been properly given to such party hereunder.
21. Waiver.
The failure of either party to insist upon the performance of any
terms or conditions of this Agreement or to enforce any rights
resulting from any breach of any of the terms or conditions of this
Agreement, including the payment of damages, shall not be construed
as a continuing or permanent waiver of any such terms, conditions,
rights or privileges, but the same shall continue and remain in full
force and effect as if no such forbearance or waiver had occurred. No
waiver, release or discharge of any party's rights hereunder shall be
effective unless contained in a written instrument signed by the
party sought to be charged.
22. Invalidity.
If any provision of this Agreement shall be determined to be invalid
or unenforceable, the remaining provisions of this Agreement shall
remain in full force and effect and this Agreement shall remain
enforceable to the fullest extent permitted by applicable law.
23. Other Agreements.
The parties hereto acknowledge that IFTC or its affiliates may enter
into one or more other agreements with the Fund pursuant to which it
or them provide services, and undertake obligations, not described
herein. Except as specifically provided herein, neither the execution
or delivery of, nor the performance or failure to perform under, nor
any provision of, this Agreement shall in any manner affect the
rights, obligations, or liabilities of either party hereto in any
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capacity other than the capacity(ies) specifically contemplated by
this Agreement, including under any such other agreements.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
SENECA FUNDS
By:
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INVESTORS FIDUCIARY TRUST COMPANY
By:
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INVESTORS FIDUCIARY TRUST COMPANY
FUND SERVICE RESPONSIBILITIES*
Service Performed Responsibility
----------------- --------------
IFTC Fund
---- ----
1. Receives orders for the purchase of Shares. X
2. Issue Shares and hold Shares in Shareholders
accounts. X
3. Receive redemption requests. X
4. Effect transactions 1-3 above directly with
broker-dealers. X
5. Pay over monies to redeeming Shareholders. X
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6. Effect transfers of Shares. X
7. Prepare and transmit dividends and distributions. X
8. Issue Replacement Certificates. X
9. Reporting of abandoned property. X
10. Maintain records of account. X
11. Maintain and keep a current and accurate control
book for each issue of securities. X
12. Mail proxies. X
13. Mail Shareholder reports. X
14. Mail prospectuses to current Shareholders. X
15. Withhold taxes on U.S. resident and non-resident
alien accounts. X
16. Prepare and file U.S. Treasury Department forms. X
17. Prepare and mail account and confirmation
statements for Shareholders. X
Service Performed Responsibility
----------------- --------------
IFTC Fund
---- ----
18. Provide Shareholder account information. X
19. Blue sky reporting. X
* Such services are more fully described in Section 1.2 (a), (b) and (c) of
the Agreement.
SENECA FUNDS
By:
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INVESTORS FIDUCIARY TRUST COMPANY
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By:
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