Ex. 99.B9.A
TRANSFER AGENCY AND SERVICE AGREEMENT
between
SENECA FUNDS
and
PHOENIX EQUITY PLANNING CORPORATION
AGREEMENT made as of the 18th day of October, 1997, by and between the
SENECA FUNDS, a Delaware business trust, having its principal office and place
of business at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(hereinafter the "Fund"), and PHOENIX EQUITY PLANNING CORPORATION, a Connecticut
corporation with an office and principal place of business located at ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, P.O. Box 2200, Enfield, Connecticut 06083-2200 (hereinafter
the "Transfer Agent").
W I T N E S S E T H:
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 Transfer
Agent as its transfer agent, dividend disbursing agent and agent in connection
with certain other activities, and Transfer Agent desires to accept such
appointment; and
WHEREAS, the parties wish to set forth herein their mutual understandings
and agreements.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency whereof being hereby acknowledged and affirmed, the parties hereto
agree as follows:
Article 1 Terms of Appointment; Duties of Transfer Agent
1.01 Subject to the terms and conditions set forth in this Agreement, the
Fund hereby employs and appoints Transfer Agent to act as, and Transfer Agent
agrees to act as, transfer agent for the authorized and issued shares of
beneficial interest of the Fund ("Shares"), dividend disbursing agent and agent
in connection with any accumulation, open-account or similar plans provided to
the shareholders of the Fund ("Shareholders") as set out in the currently
effective registration statement of the Fund (the prospectus and statement of
additional information portions of such registration statement being referred to
as the "Prospectus"), including, without limitation, any periodic investment
plan or periodic withdrawal program.
1.02 Transfer Agent agrees that it will perform the following services
pursuant to this Agreement:
(a) In accordance with procedures established from time to time by
agreement between the Fund and Transfer Agent, Transfer Agent shall:
i) Receive for acceptance orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation therefor to
the Custodian appointed from time to time by the Trustees of the
Fund (which entity or entities, as the case may be, shall be
referred to as the "Custodian");
ii) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder
account;
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iii) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation therefor to
the Custodian;
iv) In respect to the transactions in items (i), (ii) and (iii) above,
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 moneys paid to it
by any Custodian with respect to any redemption, pay over or cause
to be paid over in the appropriate manner such moneys 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 each applicable Portfolio;
viii) Issue replacement certificates for those certificates alleged to
have been lost, stolen or destroyed upon receipt by the Transfer
Agent of indemnification satisfactory to the Transfer Agent and
the Fund, provided that the Transfer Agent, 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 each Portfolio and
its respective Shareholders as to the foregoing; and
x) Record the issuance of Shares and maintain pursuant to Rule
17Ad-10(e) under the Securities Exchange Act of 1934, a record of
the total number of Shares which are authorized, issued and
outstanding based upon data provided to it by each Portfolio. The
Transfer Agent shall also provide on a regular basis to each
Portfolio the total number of Shares which are authorized, issued
and outstanding and, except as otherwise provided 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 sole responsibility of the
Fund or its agents other than Transfer Agent acting pursuant to
this Agreement.
(b) In addition to and not in lieu of the services set forth in the
above paragraph (a), Transfer Agent shall: (i) perform all of 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, receiving and tabulating 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 (iii) open and maintain one or
more non-interest bearing deposit accounts as agent for the Fund, with such
financial
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institution(s) as may be designated by it or by the Fund in writing (such
accounts, however, to be in the name of Transfer Agent 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 agent shall (i) identify to Transfer
Agent inwriting those transactions and assets to be treated as exempt from blue
sky reporting for each State, (ii) as to each Portfolio, identify to Transfer
Agent 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 Transfer Agent as to the suspension, termination, or withdrawal of any
such registration or qualification in any State or any change in the number of
shares so registered or qualified in any state; and (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
Transfer Agent 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 of instructions sufficient to prevent the
execution of orders to purchase shares in certain States specified by the Fund
or its agent, subject to override upon the express authorization of the Fund or
its agent.
(d) Procedures as to who shall provide certain of the services in
Article 1 may be established from time to time by agreement between the Fund and
Transfer Agent. Unless so established the Transfer Agent shall provide each of
such services.
(e) The Transfer Agent shall provide additional services on behalf of
the Fund (e.g., escheatment services) which may be agreed upon in writing
between the Fund and the Transfer Agent.
Article 2 Fees and Expenses
2.01 In consideration of the services provided by the Transfer Agent
pursuant to this Agreement, the Fund agrees on behalf of each of the Portfolios
to pay Transfer Agent an annual maintenance fee for each Shareholder account as
set forth in Schedule A attached hereto and made a part hereof. Annual
maintenance fees and out-of-pocket expenses and advances identified under
Section 2.02 below may be changed from time to time subject to mutual written
agreement between the Fund and Transfer Agent. Nothing herein shall preclude the
assignment of all or any portion of the foregoing fees and expense
reimbursements to any sub-agent contracted with by Transfer Agent.
2.02 In addition to the fee paid under Section 2.01 above, the Fund
agrees on behalf of each of the Portfolios to reimburse Transfer Agent for
out-of-pocket expenses or advances reasonably incurred by Transfer Agent in
performing its duties hereunder for the items set out in Schedule A attached
hereto. In addition, any other expenses incurred by Transfer Agent at the
request or with the consent of any Portfolio, will be reimbursed by the
Portfolio requesting the same.
2.03 The Fund agrees on behalf of each of the Portfolios to pay all
fees and reimbursable expenses within five days following the mailing of the
respective billing notice. The above fees will be charged against the Fund's
Custodian checking account five (5) days after the invoice is transmitted to the
Fund. Postage for mailing of dividends, proxies, Fund reports and other mailings
to all Shareholder accounts shall be advanced to Transfer Agent at least seven
(7) days prior to the mailing date of such materials.
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Article 3 Representations and Warranties of Transfer Agent
The Transfer Agent represents and warrants to the Fund that:
3.01 It is a corporation organized and existing and in good standing
under the laws of the State of Connecticut and is duly qualified to carry on its
business therein, in the State of California, and in the Commonwealth of
Massachusetts.
3.02 It is empowered under applicable laws and by its charter and
by-laws to enter into and perform this Agreement.
3.03 All requisite corporate proceedings have been taken to authorize it
to enter into and perform this Agreement.
3.04 It has and will continue to have access to the necessary
facilities, equipment and personnel to perform its duties and obligations
under this Agreement.
3.05 It is and shall continue to be a duly registered transfer agent
pursuant to Section 17A(c)(2) of the Securities Exchange Act of 1934, and shall
perform its obligations under this Agreement in compliance with applicable law.
Article 4 Representations and Warranties of Fund
The Fund represents and warrants to Transfer Agent that:
4.01 All proceedings required under its Agreement and Declaration of
Trust to enter into and perform this Agreement have been undertaken.
4.02 It is an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.03 A registration statement under the Securities Act of 1933, as
amended, is currently effective for each of the Portfolios of the Fund and will
remain effective, and appropriate state securities law filings have been made
and will continue to be made, with respect to all Shares being offered for sale.
Article 5 Data Access and Proprietary Information
5.01 The Fund acknowledges that certain data bases, computer programs,
screen formats, report formats, interactive design techniques, and documentation
manuals furnished to the Fund by the Transfer Agent as part of the Fund's
ability to access certain Fund-related data ("Customer Data") maintained by the
Transfer Agent on data bases under the control and ownership of the Transfer
Agent or other third party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third party.
In no event shall Proprietary Information be deemed Customer Data. The Fund
agrees to treat all Proprietary Information as proprietary to the Transfer Agent
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
by the parties hereto and solely in accordance with the Transfer
Agent's applicable user documentation;
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(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 the Transfer Agent in a timely manner of such
fact and dispose of such information in accordance with the
Transfer Agent'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 the
Transfer Agent;
(e) that the Fund shall have access only to those authorized
transactions agreed upon by the parties; and
(f) to honor all reasonable written requests made by the Transfer
Agent to protect at the Transfer Agent's expense the rights of the
Transfer Agent 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 Article 5. The obligations of this Article
shall survive any earlier termination of this Agreement.
5.02 If the Fund notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Transfer Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the Transfer
Agent 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 the Transfer Agent arising out of the contents of such third-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. THE TRANSFER AGENT 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.
5.03 If the transactions available to the Fund include the ability to
originate electronic instructions to the Transfer Agent 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 the Transfer Agent shall be
entitled to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is undertaken in
conformity with security procedures agreed to by the parties hereto from time to
time.
Article 6 Indemnification
6.01 The Transfer Agent shall not be responsible for, and the Fund on
behalf of the applicable Portfolio shall indemnify and hold Transfer Agent, and
its agents and subcontractors harmless from and against, any and all losses,
damages, costs, charges, reasonable counsel fees, payments, expenses and
liability arising out of or attributable to:
(a) All actions of Transfer Agent or its agents or subcontractors
required to be taken pursuant to this Agreement, provided that
such actions are taken in good faith and without negligence or
willful misconduct.
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(b) The breach of any representation or warranty of the Fund
hereunder.
(c) The reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records and documents which (i) are
received by Transfer Agent 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 Transfer Agent or its
agents or subcontractors of any instructions or requests of the
Fund.
(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
Transfer Agent has breached any of its obligations hereunder.
6.02 At any time the Transfer Agent 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 Transfer Agent
under this Agreement, and Transfer Agent and its agents or subcontractors shall
not be liable and shall be indemnified by the Fund on behalf of the applicable
Portfolio for any action taken or omitted by it in reliance upon such
instructions or in good faith, reasonable reliance upon the opinion of such
counsel. The Transfer Agent, 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 any
instruction, information, data, records or documents provided Transfer Agent 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. Transfer Agent, 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 registrar, or of a co-transfer agent or co-registrar.
6.03 The Fund shall not be responsible for, and Transfer Agent shall
indemnify and hold the Fund and each of its Portfolios harmless from and
against, any and all losses, damages, costs, charges (including reasonable
attorneys fees), payments, expenses and liabilities arising out of or
attributable to:
(a) The costs and expenses of termination of the Transfer Agency and
Service Agreement by and between the Fund and Investors Fiduciary
Trust Company dated as of February 29, 1996;
(b) The bad faith, negligence or willful misconduct of Transfer Agent
or its agents or subcontractors in taking any action pursuant to
this Agreement;
(c) The breach of any representation or warranty of Transfer Agent
hereunder; and
(d) The costs and expenses of reestablishing the transfer agent and
other services provided by Transfer Agent hereunder in the event
of the Fund's termination of this Agreement pursuant to Section
9.02(f) hereof.
6.04 In order that the indemnification provisions contained in this
Article 6 shall apply, upon the assertion of a claim for which either party may
be required to indemnify the other, the party seeking indemnification shall
promptly notify the other party of such assertion, and shall keep the other
party
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advised with respect to all developments concerning such claim. The party
who may be required to indemnify shall have the option to participate with the
party seeking indemnification in the defense of such claim. The party seeking
indemnification shall in no case confess any claim or make any compromise in any
case in which the other party may be required to indemnify it except with the
other party's prior written consent.
6.05 Transfer Agent hereby expressly acknowledges that recourse against
the Fund, if any, shall be subject to those limitations provided by governing
law and the Agreement and Declaration of Trust of the Fund, as applicable, and
agrees that obligations assumed by the Fund hereunder shall be limited in all
cases to the applicable Portfolio and its respective assets. Transfer Agent
shall not seek satisfaction of any such obligation from the shareholders or any
shareholder of the Fund, nor shall the Transfer Agent seek satisfaction of any
obligations from the Trustees or any individual Trustee of the Fund.
Article 7 Standard of Care
7.01 The Transfer Agent 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 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.
Article 8 Covenants
8.01 The Fund on behalf of each of the Portfolios shall promptly furnish
to Transfer Agent the following:
(a) A certified copy of the resolution of its Trustees authorizing the
appointment of Transfer Agent and the execution and delivery of
this Agreement.
(b) A copy of the Declaration of Trust and By-Laws, if any, of the
Fund and all amendments thereto.
8.02 The Transfer Agent 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.
8.03 The Transfer Agent 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, Transfer Agent agrees that all such records prepared
or maintained by Transfer Agent relating to the services to be performed by
Transfer Agent 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 upon and in accordance with its
request.
8.04 The parties 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.
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8.05 In case of any requests or demands for the inspection of the
Shareholder records, Transfer Agent will endeavor to notify the Fund and to
secure instructions from an authorized officer of the Fund as to such
inspection. Transfer Agent 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.
Article 9 Termination
9.01 This Agreement may be terminated by either party upon one hundred
twenty (120) days written notice to the other.
9.02 This Agreement may be terminated by the Fund as soon as practicable
after the occurrence at any time of any of the following events:
(a) any interruption or cessation of operations by Transfer Agent or
its permitted assigns that materially interferes with the business
operations of the Fund;
(b) the bankruptcy of Transfer Agent or its permitted assigns or the
appointment of a receiver for Transfer Agent or its permitted
assigns;
(c) any merger, consolidation, or sale of substantially all of the
assets of Transfer Agent or its permitted assigns;
(d) failure by Transfer Agent or its permitted assigns to perform its
duties in accordance with this Agreement, which failure may, in
the judgment of the Fund's Trustees, materially and adversely
affect the business operations of the Fund and which failure
continues for thirty (30) days after written notice by the Fund;
(e) revocation, suspension or termination of the registration of
Transfer Agent or its permitted assigns as a transfer agent under
the Securities Exchange Act of 1934; or
(f) failure of the Fund and its shareholders to approve the
acquisition of control of the Fund's manager by Phoenix Duff &
▇▇▇▇▇▇ Corporation and the principal contracts associated
therewith on or before January 31, 1998.
9.03 Should the Fund exercise its right to terminate under Section
9.01, 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).
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Article 10 Additional Portfolios
10.01 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 Transfer Agent render services as transfer
agent under the terms hereof, it shall so notify Transfer Agent in writing,
and if Transfer Agent agrees in writing to provide such services, such series
of Shares shall become a Portfolio hereunder.
Article 11 Assignment
11.01 Except as provided in Section 11.03 below, neither this Agreement
nor any rights or obligations hereunder may be assigned by either party without
the written consent of the other party.
11.02 This Agreement shall inure to the benefit of and be binding upon
the parties and their respective permitted successors and assigns.
11.03 The Transfer Agent may, without further consent on the part of the
Fund, subcontract for the performance hereof with Boston Financial Data
Services, Inc., ("BFDS") provided, however, that Transfer Agent shall be as
fully responsible to the Fund for the acts and omissions of BFDS as it is for
its own acts and omissions.
Article 12 Amendment
12.01 This Agreement may be amended or modified only by a written
agreement executed by the parties and authorized or approved by a resolution of
the Trustees of the Fund.
Article 13 Connecticut Law to Apply
13.01 This Agreement shall be construed and the provisions thereof
interpreted under and in accordance with the laws of the State of Connecticut.
Article 14 Force Majeure
14.01 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.
Article 15 Consequential Damages
15.01 Neither party to this Agreement shall be liable to the other party
for consequential damages arising out of any provision of this Agreement or any
act or failure to act hereunder.
Article 16 Merger of Agreement
16.01 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.
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16.02 This Agreement shall not be merged with or construed in
conjunction with any other current or future agreement between the Fund and
Phoenix Equity Planning Corporation, each and all of which agreements shall at
all times remain separate and distinct.
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Article 17 Survival of Terms
17.01 The provisions of Section 5.01, Article 6 and Section 9.02 shall
survive the termination of this Agreement.
Article 18 Counterparts
18.01 This Agreement may be executed by the parties hereto in any
number of counterparts, and all of said counterparts taken together shall be
deemed to constitute one and the same instrument.
Article 19 Notices
19.01 Notices, requests, instructions and other writings 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.
Article 20 Waiver
20.01 The failure of either party to insist upon the performance of any
of the terms or conditions of this Agreement or to enforce any rights resulting
from the breach of any of the terms or conditions of this Agreement, including
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.
Article 21 Invalidity
21.01 If any provision of this Agreement shall be determined to be
invalid or unenforceable, the remaining provisions of this Agreement shall
remain enforceable to the fullest extent permitted by applicable law.
Article 22 Other Agreements
22.01 The parties hereto acknowledge that Transfer Agent 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 capacity other than the capacity(ies)
specifically contemplated by this Agreement, including under any such other
agreements.
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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:________________________________________
Name:
Title:
PHOENIX EQUITY PLANNING CORPORATION
By:_______________________________________
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President and Counsel
ATTEST:
By:____________________________
Name:
Title:
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Schedule A
Fee Schedule
Annual Maintenance Fees shall be based on the following formula:
AMF[subscript]Fund[end subscript] = BAMF x SA
where, AMF[subscript]Fund[end subscript] refers to the aggregate Annual
Maintenance Fee levied against each respective Portfolio,
BAMF refers to the Base Annual Maintenance Fee levied against each
respective Portfolio for each shareholder account, as more particularly
described below, at the basic annual per account rate of $14.95, and
SA refers to the number of Shareholder Accounts subject to the terms of
this Agreement and any and all sub-transfer agent agreements which
presently or hereafter may be entered into by the Transfer Agent. For the
purpose of computing the foregoing, the Transfer Agent will ascertain the
number of Shareholders of each Portfolio regardless of whether any such
Shares are held in accordance with any pooled or omnibus accounts or
arrangement managed or controlled by any entity, broker/dealer or
sub-transfer agent.
Minimum Fee:
(a) Until such time as a Post-effective Amendment shall have
been filed and become effective that adds Class A, B, C
and/or M shares to one or more Portfolios, $15,000.00 per
year for each Administrative Class of Shares and $12,000
per year for each Institutional Class of Shares; and
thereafter
(b) $18,000 per year for each and every Class of Shares,
including Administrative and Institutional Classes
Other Fees
Omnibus Accounts, Per Transaction $2.50
Closed Accounts, per Account, per month $0.20
Check writing Fees:
Privilege set-up $5.00
Per Cleared Check $1.00
▇▇▇ Administration Fee $15.00 per shareholder
Out-of-Pocket Expenses
Out-of-pocket expenses include, but are not limited to reasonable expenses for:
confirmation production, postage, forms, telephone, microfilm, microfiche,
stationary and supplies, such stationery and supplies to be billed as .1122% of
postage costs.
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