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EXHIBIT 9(b)
ADMINISTRATION AGREEMENT
Agreement dated as of July 1, 1996 by and between 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 wishes to retain the Administrator to
furnish certain administrative services to the Fund, and the Administrator is
willing to furnish such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants herein contained, the parties hereto agree as follows:
15. APPOINTMENT OF ADMINISTRATOR
The Fund hereby appoints the Administrator to provide certain
administrative services to the Fund for the period and on the terms set forth in
this Agreement. The Administrator accepts such appointment and agrees to render
the services stated herein.
The Fund will initially consist of the portfolio(s) and/or
class(es) of shares (each an "Investment Fund") listed in Schedule A to this
Agreement. In the event that the Fund establishes one or more additional
Investment Funds with respect to which the Administrator is to act as
administrator, the Fund shall notify the Administrator in writing. Upon written
acceptance by the Administrator, such Investment Fund shall become subject to
the provisions of this Agreement to the same extent as the existing Investment
Funds, except to the extent that such provisions (including those relating to
the compensation and expenses payable by the Fund and its Investment Funds) may
be modified with respect to each additional Investment Fund in writing by the
Administrator at the time of the addition of the Investment Fund.
16. 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(es) and Statement(s) of
Additional Information relating to all Investment Funds and
all amendments and supplements thereto as in effect from time
to time;
c. Certified copies of the resolutions of the Board of Trustees
of the Fund (the "Board") authorizing (1) the Fund to enter
into this Agreement, and (2) certain individuals on behalf of
the Fund to (a) give instructions to the Administrator
pursuant to this Agreement and (b) sign checks and pay
expenses;
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d. A copy of the investment advisory agreement between the Fund
and its investment adviser; and
e. Such other certificates, documents or opinions which the
Administrator may, in its reasonable discretion, deem
necessary or appropriate in the proper performance of its
duties.
17. REPRESENTATION AND WARRANTIES OF THE ADMINISTRATOR
The Administrator represents and warrants to the Fund that:
a. It is a limited liability company, duly organized and existing
under the laws of the State of California;
b. It has the corporate power and authority to carry on its
business;
c. All requisite corporate proceedings have been taken to
authorize it to enter into and perform this Agreement;
d. No legal or administrative proceedings have been instituted or
threatened which would impair the Administrator's ability to
perform its duties and obligations under this Agreement; and
e. Its entrance into this Agreement shall not cause a material
breach or be in material conflict with any other agreement or
obligation of the Administrator or any law or regulation
applicable to it.
18. REPRESENTATIONS AND WARRANTIES OF THE FUND
The Fund represents and warrants to the Administrator that:
a. The Fund is a business trust, duly organized and existing and
in good standing under the laws of the State of Delaware;
b. The Fund has the corporate power and authority under
applicable laws and by its charter and by-laws to enter into
and perform this Agreement and that certain Sub-Administration
Agreement of even date herewith (the "Sub-Administration
Agreement");
c. All requisite proceedings have been taken to authorize the
Fund to enter into and perform this Agreement and the
Sub-Administration Agreement;
d. The Fund is an investment company properly registered under
the 1940 Act;
e. A registration statement under the 1933 Act and the 1940 Act
has been filed and will be effective and remain effective
during the term of this Agreement. The Fund also warrants to
the Administrator that as of the effective date of this
Agreement, all necessary filings under the securities laws of
the states in which the Fund offers or sells its shares have
been made;
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f. No legal or administrative proceedings have been instituted or
threatened which would impair the Fund's ability to perform
its duties and obligations under this Agreement or the
Sub-Administration Agreement;
g. The Fund's entrance into this Agreement or the
Sub-Administration 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.
19. ADMINISTRATION SERVICES
The Administrator shall provide the following services, in
each case, subject to the control, supervision and direction of the Fund and the
review and comment by the Fund's auditors and legal counsel and in accordance
with procedures which may be established from time to time between the Fund and
the Administrator:
a. Oversee the determination and publication of the Fund's net
asset value in accordance with the Fund's policy as adopted
from time to time by the Board;
b. Oversee the maintenance by the Fund's custodian of certain
books and records of the Fund as required under Rule 31a-1(b)
of the 1940 Act;
c. Prepare the Fund's federal, state and local income tax returns
for review by the Fund's independent accountants and filing by
the Fund's treasurer;
d. Review calculation, submit for approval by officers of the
Fund and arrange for payment of the Fund's expenses;
e. Prepare for review and approval by officers of the Fund
financial information for the Fund's semi-annual and annual
reports, proxy statements and other communications required or
otherwise to be sent to Fund shareholders, and arrange for the
printing and dissemination of such reports and communications
to shareholders;
f. Prepare for review by an officer of and legal counsel for the
Fund the Fund's periodic financial reports required to be
filed with the Securities and Exchange Commission ("SEC") on
Form N-SAR and financial information required by Form N-1A and
such other reports, forms or filings as may be mutually agreed
upon;
g. Prepare reports relating to the business and affairs of the
Fund as may be mutually agreed upon and not otherwise prepared
by the Fund's investment adviser, custodian, legal counsel or
independent accountants;
h. Make such reports and recommendations to the Board concerning
the performance of the independent accountants as the Board
may reasonably request;
i. Make such reports and recommendations to the Board concerning
the performance and fees of the Fund's custodian and transfer
and dividend
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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.
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 Administrator shall provide the office facilities and the personnel required
by it to perform the services contemplated herein.
20. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Fund such
compensation for the Administrator's services provided pursuant to this
Agreement as may be agreed to from time to time in a written fee schedule
approved by the parties and initially set forth in Schedule B to this Agreement.
The fees are accrued daily and billed monthly and shall be due and payable upon
receipt of the invoice. Upon the termination of this Agreement before the end of
any month, the fee for the part of the month before such termination shall be
prorated according to the proportion which such part bears to the full monthly
period and shall be payable upon the date of termination of this Agreement. In
addition, the Fund shall reimburse the Administrator for its out-of-pocket costs
incurred in connection with this Agreement.
The Fund agrees promptly to reimburse the Administrator for
any equipment and supplies specially ordered by or for the Fund through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Fund's behalf at the request or with the
consent of the Fund.
The Administrator will not be responsible for any expenses
incurred in the operation of the Fund and not specifically assumed by the
Administrator. Such expenses include, but are not limited to: organizational
expenses; cost of services of independent accountants and outside legal and tax
counsel (including such counsel's review of the Fund's registration statement,
proxy materials, federal and state tax qualification as a regulated investment
company
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and other reports and materials prepared by the Administrator under this
Agreement); cost of any services contracted for by the Fund directly from
parties other than through the Administrator; cost of trading operations and
brokerage fees, commissions and transfer taxes in connection with the purchase
and sale of securities for the Fund; investment advisory fees; taxes, insurance
premiums and other fees and expenses applicable to its operation; costs
incidental to any meetings of shareholders including, but not limited to, legal
and accounting fees, proxy filing fees and the costs of preparation, printing
and mailing of any proxy materials; costs incidental to Board meetings,
including fees and expenses of Board members; the salary and expenses of any
officer, director/trustee or employee of the Fund; costs incidental to the
preparation, printing and distribution of the Fund's registration statements and
any amendments thereto and shareholder reports; cost of typesetting and printing
of prospectuses; cost of preparation and filing of the Fund's tax returns, Form
N-1A and Form N-SAR, and all notices, registrations and amendments associated
with applicable federal and state tax and securities laws; all applicable
registration fees and filing fees required under federal and state securities
laws; fidelity bond and directors' and officers' liability insurance; and cost
of independent pricing services used in computing the Fund's net asset value.
The Administrator may from time to time sub-contract with
one or more sub- administrators (each, a "Sub-Administrator") to provide some or
all services hereunder, and is authorized to and may employ or associate with
such person or persons as the Administrator may deem desirable to assist it in
performing its duties under this Agreement; provided, however, that the
compensation of such Sub-Administrators and persons shall be paid by the
Administrator and that the Administrator shall be as fully responsible to the
Fund for the acts and omissions of any such Sub-Administrators or persons as it
is for its own acts and omissions.
21. INSTRUCTIONS AND ADVICE
At any time, the Administrator may apply to any officer of the
Fund for instructions and may consult with its own legal counsel or outside
counsel for the Fund or the independent accountants for the Fund at the expense
of the Fund, with respect to any matter arising in connection with the services
to be performed by the Administrator under this Agreement. The Administrator
shall not be liable, and shall be indemnified by the Fund, for any action taken
or omitted by it in good faith in reliance upon any such instructions or advice
or upon any paper or document believed by it to be genuine and to have been
signed by the proper person or persons. The Administrator shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from the Fund. Nothing in this paragraph shall be construed as
imposing upon the Administrator any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
22. LIMITATION OF LIABILITY AND INDEMNIFICATION
The Administrator shall be responsible for the performance of
only such duties as are set forth in this Agreement and, except as otherwise
provided under Section 6, shall have no responsibility for the actions or
activities of any other party, including other service providers. The
Administrator shall have no liability for any error of judgment or mistake of
law or for any loss or damage resulting from the performance or nonperformance
of its duties hereunder unless solely caused by or resulting from the gross
negligence or willful misconduct of the Administrator, its officers or
employees, or its subcontractors. The Administrator shall not be liable for any
special, indirect, incidental, or consequential damages of any kind whatsoever
(including, without limitation, attorneys' fees) under any provision of this
Agreement or for any such damages arising out of any act or failure to act
hereunder. In any event, the Administrator's liability under this Agreement
shall be limited to its total annual compensation earned and fees paid hereunder
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during the preceding twelve months for any liability or loss suffered by the
Fund including, but not limited to, any liability relating to qualification of
the Fund as a regulated investment company or any liability relating to the
Fund's compliance with any federal or state tax or securities statute,
regulation or ruling.
The Administrator shall not be responsible or liable for any
failure or delay in performance of its obligations under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its or its
subcontractors' control, including without limitation, work stoppage, power or
other mechanical failure, computer virus, natural disaster, governmental action
or communication disruption, nor shall any such failure or delay give the Fund
the right to terminate this Agreement.
The Fund shall indemnify and hold the Administrator harmless
from all loss, cost, damage and expense, including reasonable fees and expenses
for counsel, incurred by the Administrator resulting from any claim, demand,
action or suit in connection with the Administrator's acceptance of this
Agreement, any action or omission by it or its subcontractors in the performance
of Administrator's duties hereunder, or as a result of acting upon any
instructions reasonably believed by it to have been duly authorized by the Fund,
provided that this indemnification shall not apply to actions or omissions of
the Administrator, its officers or employees in cases of its or their own gross
negligence or willful misconduct.
The Fund will be entitled to participate at its own expense in
the defense, or, if it so elects, to assume the defense of any suit brought to
enforce any liability subject to the indemnification provided above. In the
event the Fund elects to assume the defense of any such suit and retain counsel,
the Administrator or any of its affiliated persons, named as defendant or
defendants in the suit, may retain additional counsel but shall bear the fees
and expenses of such counsel unless (i) the Fund shall have specifically
authorized the retaining of such counsel or (ii) 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.
23. 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.
24. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Fund assumes full responsibility for complying with all
securities, tax, commodities and other laws, rules and regulations applicable to
it.
In compliance with the requirements of Rule 31a-3 under the
1940 Act, the Administrator agrees that all records which it maintains for the
Fund shall at all times remain the property of the Fund, shall be readily
accessible during normal business hours, and shall be promptly surrendered upon
the termination of the Agreement or otherwise on written request. The
Administrator further agrees that all records which it maintains for the Fund
pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods
prescribed by Rule 31a-2 under the 1940
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Act unless any such records are earlier surrendered as provided above. Records
shall be surrendered in usable machine-readable form.
25. SERVICES NOT EXCLUSIVE
The services of the Administrator to the Fund are not to be
deemed exclusive, and the Administrator shall be free to render similar services
to others. The Administrator shall be deemed to be an independent contractor and
shall, unless otherwise expressly provided herein or otherwise authorized by the
Fund from time to time, have no authority to act or represent the Fund in any
way or otherwise be deemed an agent of the Fund.
26. 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 party may terminate this
Agreement as to some or all Investment Funds by giving written notice at least
60 days prior to the expiration of the then-current annual term. Such
termination will be effective at the end of such term. Termination of this
Agreement with respect to any given Investment Fund shall in no way affect the
continued validity of this Agreement with respect to any other Investment Fund.
Upon termination of this Agreement, the Fund shall pay to the Administrator such
compensation and any reimbursable expenses as may be due under the terms hereof
as of the date of such termination, including reasonable out-of-pocket expenses
associated with such termination. This Agreement may be modified or amended from
time to time by mutual written agreement of the parties hereto.
27. 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 Fund:
Seneca Funds, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇.
28. ASSIGNMENT
This Agreement shall not be assigned by either party hereto
without the prior consent in writing of the other party, except that either
party may assign this Agreement to a successor of all or a substantial portion
of its business, or to a party controlling, controlled by or under common
control with the assigning party.
29. SUCCESSORS
This Agreement shall be binding on and shall inure to the
benefit of the Administrator and the Fund, and their respective successors and
permitted assigns.
30. ENTIRE AGREEMENT
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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.
31. 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.
32. 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.
33. 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: ____________________________________
▇▇▇▇ ▇. Seneca, its Manager
SENECA FUNDS
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
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ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE A
LISTING OF INVESTMENT FUNDS AND AUTHORIZED SHARES
Investment Fund Authorized Shares
--------------- -----------------
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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ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE B
FEES AND EXPENSES
I. FUND ADMINISTRATION SERVICES
Fee Annual Rate Expressed in Basis Points:
Average Net Asset 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
IV. SPECIAL ARRANGEMENTS
Fee for activities of non-recurring nature such as fund consolidations
or reorganizations, and/or preparation of special reports will be
subject to negotiation.
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V. TERM OF FEE SCHEDULE
The parties agree that the fee schedule shall remain in effect for
three full years from the commencement of 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 Fund terminates the Agreement prior to the third
anniversary of the date on which the Fund first accepts money for
investment, the Fund will pay to Administrator a termination fee equal
to the aggregate fees waived pursuant to Section I of this Exhibit B.
GMG/SENECA CAPITAL MANAGEMENT, LLC
By: ____________________________________
▇▇▇▇ ▇. Seneca, its Manager
SENECA FUNDS
By: ____________________________________
Name: ____________________________________
Title: ____________________________________
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ADMINISTRATION AGREEMENT
SENECA FUNDS
SCHEDULE C
REGISTRATION OF FUND SHARES
WITH STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE ADMINISTRATOR AND THE FUND, THE
ADMINISTRATOR WILL PREPARE REQUIRED DOCUMENTATION AND REGISTER FUND SHARES IN
ACCORDANCE WITH THE SECURITIES LAWS OF EACH JURISDICTION IN WHICH FUND SHARES
ARE TO BE OFFERED OR SOLD PURSUANT TO INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY
THE FUND.
THE FUND SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (I) OF THOSE
JURISDICTIONS IN WHICH FUND SHARES ARE TO BE REGISTERED AND (II) THE NUMBER OF
FUND SHARES TO BE REGISTERED IN EACH SUCH JURISDICTION. IN THE EVENT THAT THE
ADMINISTRATOR BECOMES AWARE OF (A) THE SALE OF FUND SHARES IN A JURISDICTION IN
WHICH FUND SHARES ARE NOT REGISTERED FOR OFFER AND SALE OR (B) THE SALE OF FUND
SHARES IN EXCESS OF THE NUMBER OF FUND SHARES REGISTERED IN SUCH JURISDICTION,
THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE FUND, AND IT SHALL BE THE
FUND'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE ACTION AND INSTRUCT
THE ADMINISTRATOR WITH RESPECT THERETO.
The registration services shall consist of the following:
1. Filing of Fund's Application to Register Securities and amendments, if
directed by the Fund;
2. Filing of amendments to the Fund's registration statement;
3. Filing Fund sales reports and advertising literature where required;
4. Payment at the expense of the Fund of all Fund state registration and
filing fees;
5. Filing the Prospectuses and Statements of Additional Information and
any supplements thereto;
6. Filing of annual reports and proxy statements where required; and
7. The performance of such additional services as the Administrator and
the Fund may agree upon in writing.
Unless otherwise specified in writing by the Administrator, registration
services by the Administrator shall not include determining the availability of
exemptions under a jurisdiction's blue sky law. Any such determination shall be
made by the Fund or its legal counsel. In connection with the services described
herein, the Fund shall issue in favor of the Administrator a power of attorney
to register Fund shares on behalf of the Fund, which power of attorney shall be
substantially in the form of Exhibit I attached hereto.
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EXHIBIT I
LIMITED POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of _____________ , 1996 that the undersigned
SENECA FUNDS, with principal offices at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇ (the "Fund") makes, constitutes, and appoints GMG/SENECA CAPITAL
MANAGEMENT, LLC (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: ___________________________