EXHIBIT 99.9(a)
ADMINISTRATION AGREEMENT
Agreement dated as of , 1996 by and between State Street Bank and
Trust Company, a Massachusetts trust company (the "Administrator"), and Crabbe
Huson Funds (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 desires to retain the Administrator to furnish certain
administrative services to the Fund, and the Administrator is willing to furnish
such services on the terms and conditions hereinafter set forth.
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 act as administrator with
respect to the Fund for purposes of providing certain administrative services
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 it wishes to retain the Administrator to act as administrator
hereunder, the Fund shall notify the Administrator in writing. Except as
otherwise provided in this Section 1, 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 Fund and the
Administrator at the time of the addition of the Investment Fund. Upon written
notice to the Administrator that the Fund wishes to retain the Administrator to
act as administrator hereunder for the Oregon Municipal Bond Fund, Crabbe Huson
Special Fund, Crabbe Huson Asset Allocation Fund, Crabbe Huson Equity Fund,
Crabbe Huson Income, and Crabbe Huson U.S. Government Money Market Fund, the
Administrator shall accept such Investment Funds.
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 1940 Act
and the Fund's Prospectus and Statement of Additional Information and
all amendments and supplements thereto as presently in effect;
c. Certified copies of the resolutions of the Board of Trustees of the
Fund (the "Board") authorizing (1) 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;
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 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 State of Delaware;
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. It is a business trust, duly organized and existing and in good
standing under the laws of Delaware;
b. It has the corporate power and authority under applicable laws and by
its charter document and by-laws to enter into and perform this
Agreement;
c. All requisite proceedings have been taken to authorize it to enter
into and perform this Agreement;
d. It 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
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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 obligation under this Agreement;
g. Its 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 an unlimited number of shares of beneficial
interest.
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 for each Investment Fund in accordance with the Fund's policy as
adopted from time to time by the Board;
b. Oversee the maintenance by each Investment Fund's custodian of certain
books and records of that Investment Fund as required under Rule
31a-1(b) of the 1940 Act;
c. Prepare each Investment Fund's federal, state and local income tax
returns for review by the Investment Fund's independent accountants
and filing by the Fund's treasurer;
d. Review expense calculation and perform expense allocation for each
Investment Fund subject to approval by officers of the Fund and
arrange for payment of each Investment 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 (in a camera ready and ▇▇▇▇▇ format) required by Form N-1A
and such other reports, forms or filings as may be mutually agreed
upon;
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g. Prepare reports relating to the business and affairs of each
Investment Fund as may be mutually agreed upon and not otherwise
prepared by each Investment 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 each Investment Fund's
investment adviser, the custodian and the Transfer Agent;
k. Consult with the Fund's officers, independent accountants, legal
counsel, custodian and Transfer Agent in establishing the accounting
policies of each Investment 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 any Investment Fund;
n. Provide periodic testing of portfolios to assist each Investment
Fund's investment adviser in complying with Internal Revenue Code
mandatory qualification requirements, the requirements of the 1940 Act
and each Investment Fund's prospectus limitations as may be mutually
agreed upon;
o. Prepare and file Rule 24f-2 notices;
p. Prepare and file all state registrations of the Fund's securities
pursuant to the specific instructions of the Fund and as detailed in
Schedule C to this Agreement;
q. Monitor the amount of Fund shares sold in each jurisdiction in which
such shares are registered and notify the Fund when a specified
percentage of such shares (as determined by the fund's distributor)
has been sold; and
r. Assist the Fund in determining the amount of Fund shares to register
in each jurisdiction.
The Administrator will also 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 each Investment 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
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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, each Investment
Fund shall reimburse the Administrator for the Investment Fund's share of out-
of-pocket costs incurred by the Administrator in connection with this Agreement
as initially set forth in Schedule B.
Each Investment Fund agrees to promptly reimburse the Administrator for any
equipment and supplies specially ordered by or for it through the Administrator
and for any other expenses not contemplated by this Agreement that the
Administrator may incur on the Investment Fund's behalf at the Investment Fund's
request or with the Investment Fund's consent.
The Fund will bear all expenses that are incurred in its operation and
not specifically assumed by the Administrator. Expenses to be borne by the
Fund, 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 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 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
(other than the preparation specified in Section 5) 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 Administrator 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 person or 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 person 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
or the respective Investment Fund, with respect to any matter arising in
connection with the services to be performed by the Administrator under this
Agreement. The Administrator shall advise the Fund of any such consultation
with legal counsel. 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
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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 judgement 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 negligence or willful misconduct of the
Administrator, its officers or employees. The Administrator shall not be liable
for any consequential damages of any kind whatsoever (including, without
limitation, attorney's 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 an amount
equal to its total annual compensation earned and fees paid hereunder during the
preceding twelve months multiplied by two and one-half (2.5) for any liability
or loss suffered by the Fund or any Investment Fund including, but not limited
to, any liability relating to qualification of the Fund or one of the Investment
Funds as a regulated investment company or any liability relating to the Fund's
and Investment 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.
Each Investment 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 Administrator's acceptance of this
Agreement on behalf of such Investment Fund, 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 Fund
on such Investment Fund's behalf, 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 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 Administrator 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.
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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;
provided, however, that the foregoing does not limit the Administrator's
responsibility to the Fund for the performance of its duties under this
Agreement as determined in accordance with Section 8 of this Agreement.
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 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 Agreement shall become effective on the date of this agreement. The
Agreement shall remain in effect until August 1, 1997, and shall automatically
continue in effect thereafter with respect to the Fund unless terminated in
writing by either party at the end of such period or thereafter on sixty (60)
days' prior written notice. 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
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address as a party may specify by written notice to the other): if to the Fund:
Crabbe Huson Funds, One Financial Center, ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇, fax: ▇▇▇-▇▇▇-▇▇▇▇; if to
the Administrator: State Street Bank and Trust Company, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President and
Senior Counsel, fax: (▇▇▇) ▇▇▇-▇▇▇▇.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by any of the parties hereto without
the prior consent in writing of the other party, except that the Administrator
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 Administrator.
15. SUCCESSORS
This Agreement shall be binding on and shall inure to the benefit of the
Fund and the Administrator 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.
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.
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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.
CRABBE HUSON FUNDS
By:
-------------------------------------
Name:
-----------------------------------
Title:
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STATE STREET BANK AND TRUST COMPANY
By:
-------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive Vice President
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ADMINISTRATION AGREEMENT
Crabbe Huson Funds
SCHEDULE A
LISTING OF INVESTMENT FUNDS
Crabbe Huson Small Cap Fund
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ADMINISTRATION AGREEMENT
Crabbe Huson Funds
SCHEDULE B
FEES AND EXPENSES
Compensation under this Agreement shall be as provided in the Fee Schedule to
the Administration Agreement between the Administrator and the Crabbe Huson
Funds dated as of August 1, 1995.
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ADMINISTRATION AGREEMENT
Crabbe Huson Funds
SCHEDULE C
REGISTRATION OF FUND SHARES
WITH STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF 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
applicable;
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
amendments or 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 cause the Fund's distributor to 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 Crabbe Huson Securities Inc., the distributor (the
"Distributor") with respect to the Crabbe Huson Funds (the "Fund") with
principal offices at One Financial Center, ▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, 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 judgement 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 Distributor 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 Distributor or the Fund.
IN WITNESS WHEREOF, the Distributor 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.
CRABBE HUSON SECURITIES INC.
By:
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Name:
-----------------------
Title:
----------------------
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