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EXHIBIT 9(c)
SUB-ADMINISTRATION AGREEMENT
Agreement dated as of July 1, 1996 by and among State Street
Bank and Trust Company, a Massachusetts trust company (the "Sub-Administrator"),
GMG/Seneca Capital Management, LLC, a California limited liability company (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 has retained the Administrator to furnish
certain administrative services to the Fund pursuant to that certain
Administration Agreement (the "Administration Agreement") between the Fund and
the Administrator of even date herewith; and
WHEREAS, the Administrator wishes to delegate its duties to
perform services under the Administration Agreement to the Sub-Administrator
pursuant to the terms of this Sub- Administration Agreement (the
"Sub-Administration Agreement"), and the Sub-Administrator is willing to furnish
such services; and
WHEREAS, the Fund is willing to guarantee the performance by
the Administrator of certain of the Administrator's obligations under the
Sub-Administration Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
8. APPOINTMENT OF ADMINISTRATOR
The Administrator hereby appoints the Sub-Administrator to
provide certain administrative services to the Fund for the period and on the
terms set forth in this Agreement. The Sub-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 and Sub-Administrator in
writing. Upon written acceptance by the Administrator and the Sub-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 and the Sub-
Administrator at the time of the addition of the Investment Fund.
9. DELIVERY OF DOCUMENTS
The Fund will promptly deliver to the Administrator and the
Sub-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 1940 Act
and the Fund's Prospectus(es) and Statement(s) of Additional
Information relating to all
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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 the
Administration Agreement and this Agreement, and (2) certain
individuals on behalf of the Fund to (a) give instructions to the
Administrator and the Sub-Administrator pursuant to the Administration
Agreement and this Agreement and (b) sign checks and pay expenses;
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
Sub-Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
10. REPRESENTATION AND WARRANTIES OF THE SUB-ADMINISTRATOR
The Sub-Administrator represents and warrants to the Fund that:
a. It is a Massachusetts trust company, duly organized, existing and in
good standing under the laws of The Commonwealth of Massachusetts;
b. It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;
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 Sub-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
Sub-Administrator or any law or regulation applicable to it.
11. REPRESENTATIONS AND WARRANTIES OF THE FUND AND THE ADMINISTRATOR
The Fund represents and warrants to the Sub-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 the
Administration Agreement and this Agreement;
c. All requisite proceedings have been taken to authorize the Fund to
enter into and perform the Administration Agreement and this
Agreement;
d. The Fund is an investment company properly registered under the 1940
Act;
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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 Sub-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 are
threatened which would impair the Fund's ability to perform its duties
and obligations under the Administration Agreement and this Agreement;
g. The Fund's entrance into the Administration Agreement or 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.
The Administrator represents and warrants to the Sub-Administrator
that:
a. The Administrator is a limited liability company, duly organized and
existing under the laws of the State of California;
b. The Administrator has power and authority under applicable laws and by
its organizational documents to enter into and perform the
Administration Agreement and this Agreement;
c. All requisite proceedings have been taken to authorize the
Administrator to enter into and perform the Administration Agreement
and this Agreement;
d. No legal or administrative proceedings have been instituted or are
threatened which would impair the Administrator's ability to perform
its duties and obligations under the Administration Agreement and this
Agreement;
e. The Administrator's entrance into the Administration Agreement or 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.
12. ADMINISTRATION SERVICES
The Sub-Administrator shall provide the following services, in
each case, subject to the control, supervision and direction of the
Administrator and 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, the Administrator, and the Sub- 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;
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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;
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;
Subject to review and comment by the Fund's legal counsel:
o. Prepare and file with the SEC Rule 24f-2 notices; and
p. 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 Sub-Administrator shall provide the office facilities and the personnel
required by it to perform the services contemplated herein.
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13. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Sub-Administrator shall receive from the Administrator
such compensation for the Sub-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 Administrator shall reimburse the Sub- Administrator for its
out-of-pocket costs incurred in connection with this Agreement.
The Administrator agrees promptly to reimburse the
Sub-Administrator for any equipment and supplies specially ordered by or for the
Fund through the Sub-Administrator and for any other expenses not contemplated
by this Agreement that the Sub-Administrator may incur on the Fund's behalf at
the request or with the consent of the Fund or the Administrator.
The Sub-Administrator will not be responsible for any expenses
incurred in the operation of the Fund and not specifically assumed by the
Sub-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 Sub-Administrator under
this Agreement); cost of any services contracted for by the Fund directly from
parties other than the Sub-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 officers' liability insurance; and cost
of independent pricing services used in computing the Fund's net asset value.
The Sub-Administrator is authorized to and may employ or
associate with such person or persons as the Sub-Administrator may deem
desirable to assist it in performing its duties under this Agreement;
provided, however, that the compensation of such person or persons shall be paid
by the Sub-Administrator and that the Sub-Administrator shall be as fully
responsible to the Fund and the Administrator for the acts and omissions of any
such person or persons as it is for its own acts and omissions.
14. INSTRUCTIONS AND ADVICE
At any time, the Sub-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 Sub-Administrator under this Agreement. The
Sub-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
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proper person or persons. The Sub-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
Sub-Administrator any obligation to seek such instructions or advice, or to act
in accordance with such advice when received.
15. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Sub-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
Sub-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 Sub-Administrator, its
officers or employees. The Sub-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 Sub-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 or the Administrator 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 Sub-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 or the
Administrator the right to terminate this Agreement.
The Fund shall indemnify and hold the Sub-Administrator
harmless from all loss, cost, damage and expense, including reasonable fees and
expenses for counsel, incurred by the Sub-Administrator resulting from any
claim, demand, action or suit in connection with the Sub- Administrator's
acceptance of this Agreement, any action or omission by it in the performance of
its duties hereunder, or as a result of acting upon any instructions reasonably
believed by it to have been duly authorized by the Administrator or the Fund,
provided that this indemnification shall not apply to actions or omissions of
the Sub-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 Sub-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) counsel for the Fund shall have
determined in good faith that the retention of such additional counsel is
required as a result of a conflict of interest.
The indemnification contained herein shall survive the
termination of this Agreement.
16. GUARANTEE OF ADMINISTRATOR'S OBLIGATIONS
The Fund hereby guarantees performance by the Administrator of
its obligations under paragraph 6 hereof.
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17. CONFIDENTIALITY
The Sub-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.
18. 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 Sub- 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
Sub-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.
19. SERVICES NOT EXCLUSIVE
The services of the Sub-Administrator to the Administrator and
the Fund are not to be deemed exclusive, and the Sub-Administrator shall be free
to render similar services to others. The Sub-Administrator shall be deemed to
be an independent contractor and shall, unless otherwise expressly provided
herein or 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.
20. 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 automatically continue in effect thereafter for
successive annual terms, until terminated. Either the Administrator or the
Sub-Administrator 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 Administrator
shall pay to the Sub-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.
21. 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, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇. Seneca, fax: (▇▇▇)▇▇▇-▇▇▇▇; if to the
Sub-Administrator: State Street Bank and Trust Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and Senior Counsel, fax: (▇▇▇)▇▇▇-▇▇▇▇; if to
the Fund: Seneca Funds, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
22. ASSIGNMENT
This Agreement shall not be assigned by any party hereto
without the prior consent in writing of the other parties, except that any 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.
23. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Administrator, the Sub-Administrator, and the Fund, and their
respective successors and permitted assigns.
24. 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.
25. 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.
26. 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.
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27. 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, LLC
By:
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▇▇▇▇ ▇. Seneca, its Manager
STATE STREET BANK AND TRUST COMPANY
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
SENECA FUNDS
By:
-------------------------------------------
Name:
-------------------------------------------
Title:
-------------------------------------------
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SUB-ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
--------------- -----------------
Seneca Growth Fund Unlimited
Institutional Class and
Administrative Class
Seneca Mid-Cap Growth Fund Unlimited
Institutional Class and
Administrative Class
Seneca Bond Fund Unlimited
Institutional Class and
Administrative Class
Seneca Real Estate Unlimited
Securities Fund
Institutional Class and
Administrative Class
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SUB-ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE B
FEES AND EXPENSES
FUND SUB-ADMINISTRATION FEE SCHEDULE
I. FUND SUB-ADMINISTRATION SERVICES
Fee Annual Rate Expressed in Basis Points:
Average Net Assets 1/100 of 1%
------------------ ------------------------------------------
First $125 Million per Investment 8
Fund
Next $125 Million per Investment 6
Fund
Thereafter 4
Minimum fee per Investment Fund $55,000
(annualized)
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 Investment Fund will be determined in the
manner set forth in the Registration Statement pertaining to such
Investment Fund 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.
An annual 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 an
Investment Fund.
The minimum fee will be waived for the first six months of Fund
operations.
II. BLUE SKY ADMINISTRATION SERVICES
An annual 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 an
Investment 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
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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.
V. TERM OF FEE SCHEDULE
The parties agree that the fee schedule shall remain in effect for
three full years from the commencement of Fund 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 Administrator terminates the Agreement prior to
the third anniversary of the date on which the Fund first accepts money
for investment, the Administrator will pay to State Street Bank and
Trust Company a termination fee equal to the aggregate fees waived
pursuant to Section I of this Exhibit B.
GMG/SENECA CAPITAL MANAGEMENT, LLC STATE STREET BANK AND TRUST COMPANY
By: ____________________________ By: ____________________________
Title: __________________________ Title: ____________________________
Date: __________________________ Date: ____________________________
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SUB-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 SUB-
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
AND THE SUB-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
SUB-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 SUB-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 Sub-Administrator, registration
services by the Sub-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 Sub-
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 ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Fund") makes, constitutes, and appoints STATE STREET BANK AND TRUST
COMPANY (the "Administrator") with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ 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: ___________________________