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EXHIBIT (h)(2)
FORM OF ADMINISTRATION AGREEMENT
Agreement dated as of December __. 2001 by and between State
Street Bank and Trust Company, a Massachusetts trust company (the
"Administrator"), and LMCG Funds, a Massachusetts business trust (the "Trust").
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended (the
"1940 Act"); and
WHEREAS, the Trust desires to retain the Administrator to
furnish certain administrative services to the Trust, 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 Trust hereby appoints the Administrator to act as
administrator with respect to the Trust 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 Trust will initially consist of the portfolio(s) and/or
class(es) of shares listed in Schedule A to this Agreement. In the event that
the Trust establishes one or more additional portfolios or funds ("Additional
Funds") with respect to which it wishes to retain the Administrator to act as
administrator hereunder, the Trust shall notify the Administrator in writing.
Upon written acceptance by the Administrator, such Additional Funds shall be
listed on an amended Exhibit A and shall become subject to the provisions of
this Agreement to the same extent as the existing portfolios or funds, except to
the extent that such provisions (including those relating to the compensation
and expenses payable by the Trust and its portfolios) may be modified with
respect to each Additional Fund in writing by the Trust and the Administrator at
the time of the addition of the Additional Fund.
2. DELIVERY OF DOCUMENTS
The Trust will promptly deliver to the Administrator copies of
each of the following documents and all future amendments and supplements, if
any:
a. The Trust's Declaration of Trust and by-laws;
b. The Trust's currently effective registration
statement under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act and the
Trust's Prospectus(es) and Statement(s) of Additional
Information relating to the 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 Trust (the "Board") authorizing (1)
the Trust to enter into this Agreement and (2)
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individuals on behalf of the Trust 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 Trust 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 Trust that:
a. It is a Massachusetts trust company, duly organized
and existing under the laws of The Commonwealth of
Massachusetts;
b. It has the corporate power and authority to carry on
its business in The Commonwealth of Massachusetts;
c. All requisite corporate proceedings have been taken
to authorize it to enter into and perform this
Agreement;
d. No legal or administrative proceedings have been
instituted or threatened which would materially
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 TRUST
The Trust 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 the
Commonwealth of Massachusetts;
b. It has the power and authority under applicable laws
and by its Declaration of Trust 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 with respect to the Trust and
will be effective and remain effective during the
term of this Agreement. The Trust also warrants to
the Administrator that as of the
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effective date of this Agreement, all necessary
filings under the securities laws of the states in
which the Trust offers or sells its shares have been
made;
f. No legal or administrative proceedings have been
instituted or threatened which would impair the
Trust's ability to perform its duties and obligations
under this Agreement;
g. Its entrance into this Agreement will not cause a
material breach or be in material conflict with any
other agreement or obligation of the Trust or any law
or regulation applicable to it; and
h. As of the close of business on the date of this
Agreement, the Trust is authorized to issue an
unlimited amount 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 Trust and
the review and comment by the Trust's independent accountants and legal counsel
and in accordance with procedures which may be established from time to time
between the Trust and the Administrator:
a. Oversee the determination and publication of the
Trust's net asset value in accordance with the
Trust's policy as adopted from time to time by the
Board;
b. Oversee the maintenance by the Trust's custodian of
certain books and records of the Trust as required
under Rule 31a-1(b) of the 1940 Act;
c. Prepare the Trust's federal, state and local income
tax returns for review by the Trust's independent
accountants and filing by the Trust's treasurer;
d. Review calculation, submit for approval by officers
of the Trust and arrange for payment of the Trust's
expenses;
e. Prepare for review and approval by officers of the
Trust financial information for the Trust's
semi-annual and annual reports, proxy statements and
other communications required or otherwise to be sent
to Trust 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 Trust the Trust'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 Trust as may be mutually agreed upon and not
otherwise prepared by the Trust's investment adviser,
custodian, legal counsel or independent accountants;
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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 Trust's
custodian and transfer and dividend disbursing agent
("Transfer Agent") as the Board may reasonably
request or deems appropriate;
j. Calculate, submit for review by officers of the
Trust, and arrange for the payment of fees to the
Trust's investment adviser, custodian, administrator
and Transfer Agent;
k. Consult with the Trust's officers, independent
accountants, legal counsel, custodian and Transfer
Agent in establishing the accounting policies of the
Trust;
l. Review implementation of any dividend reinvestment
programs authorized by the Board;
m. Respond to, or refer to the Trust's officers or
Transfer Agent, shareholder inquiries relating to the
Trust;
n. Provide periodic testing of portfolios to assist the
Trust's investment adviser in complying with Internal
Revenue Code mandatory qualification requirements,
the requirements of the 1940 Act and Trust prospectus
limitations, with such frequency and in such detail
as may be mutually agreed upon;
o. Maintain general corporate calendar, and with respect
to each Trust create and maintain all records
required by Section 31 of the 1940 Act and Rule 31a-1
and 31a-2 thereunder, except those records that are
maintained by the Trust's custodian, transfer agent,
adviser or sub-administrator;
p. Maintain copies of the Trust's Declaration of Trust
and by-laws;
q. File annual and semi-annual shareholder reports with
the appropriate regulatory agencies; review text of
"President's letters" to shareholders and
"Management's Discussion of Fund Performance" (which
shall also be subject to review by the Trust's legal
counsel);
r. Prepare and furnish the Trust (at the Trust's
request) with performance information (including
yield and total return information) calculated in
accordance with applicable U.S. securities laws and
report to external databases such information as may
reasonably be requested.
s. Organize, attend and prepare minutes of shareholder
meetings;
t. Provide consultation on regulatory matters relating
to portfolio management, Trust operations and any
potential changes in the Trust's investment policies,
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operations or structure; act as liaison to legal
counsel to the Trust and, where applicable, to legal
counsel to the Trust's independent Board members;
u. Maintain continuing awareness of significant emerging
regulatory and legislative developments which may
affect the Trust, update the Board and the investment
adviser on those developments and provide related
planning assistance where requested or appropriate;
v. Develop or assist in developing guidelines and
procedures to improve overall compliance by the Trust
and its various agents;
w. Counsel and assist the Trust in the handling of
routine regulatory examinations and work closely with
the Trust's legal counsel in response to any
non-routine regulatory matters.
Subject to review and comment by the Trust's legal counsel:
x. Prepare for filing with the SEC amendments to the
Trust's registration statement, including updating
the Prospectus and Statement of Additional
Information, where applicable;
y. Prepare for filing with the SEC proxy statements;
provide consultation on proxy solicitation matters;
z. Prepare agenda and background materials for Board
meetings, make presentations where appropriate,
prepare minutes and follow-up on matters raised at
Board meetings;
aa. Prepare and file with the SEC Form N-SAR and Rule
24f-2 notices; and
bb. Prepare and file state notice filings of the Trust's
securities pursuant to the specific instructions of
the Trust 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. In performing its duties
hereunder, the Administrator shall act in accordance with the Declaration of
Trust, bylaws and prospectus of the Trust and with instructions of the Board of
Trustees of the Trust and will conform to and comply with the requirements of
the 1940 Act and all other applicable federal and state laws and regulations,
and will consult with legal counsel to the Trust, as necessary and appropriate.
6. FEES; EXPENSES; EXPENSE REIMBURSEMENT
The Administrator shall receive from the Trust 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
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and shall be payable upon the date of termination of this Agreement. In
addition, the Trust shall reimburse the Administrator for its out-of-pocket
costs incurred in connection with this Agreement.
The Trust agrees promptly to reimburse the Administrator for
any equipment and supplies specially ordered by or for the Trust through the
Administrator and for any other expenses not contemplated by this Agreement that
the Administrator may incur on the Trust's behalf at the Trust's request or with
the Trust's consent.
The Trust will bear all expenses that are incurred in its
operation and not specifically assumed by the Administrator. Expenses to be
borne by the Trust, 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 Trust'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 Trust 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 Trust; 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 (excluding preparation as
provided in Section 5y), 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 Trust;
costs incidental to the preparation (excluding preparation as provided in
Section 5x), printing and distribution of the Trust's registration statements
and any amendments thereto and shareholder reports; cost of typesetting and
printing of prospectuses; cost of preparation and EDGAR filing (excluding
preparation as provided in Section 5x) and filing of the Trust'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 Trust'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 Trust 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
Trust for instructions and may consult with its own legal counsel or outside
counsel for the Trust or with the independent accountants for the Trust at the
expense of the Trust, 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 Trust, for
any action taken or omitted by it with respect to the Trust 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 Trust.
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.
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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 in respect of any loss, damage or expense
suffered by the Trust insofar as such loss, damage or expense arises from the
performance of the Administrator's duties hereunder in reliance upon records
that were maintained for the Trust by entities other than the Administrator
prior to the Administrator's appointment as administrator for the Trust. 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 under this Agreement 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 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 cumulative liability for each calendar year (a "Liability
Period") with respect to the Trust under this Agreement regardless of the form
of action or legal theory shall be limited to its total annual compensation
earned with respect to the Trust and fees payable hereunder during the preceding
Compensation Period, as defined herein, for any liability or loss suffered by
the Trust including, but not limited to, any liability relating to qualification
of the Trust as a regulated investment company or any liability relating to the
Trust's compliance with any federal or state tax or securities statute,
regulation or ruling during such Liability Period. "Compensation Period" shall
mean the calendar year ending immediately prior to each Liability Period in
which the event(s) giving rise to the Administrator's liability for that period
have occurred. Notwithstanding the foregoing, the Compensation Period for
purposes of calculating the annual cumulative liability of the Administrator for
the Liability Period commencing on December __ 2000 and terminating on December
31, 2001 shall be December __, 2000 through December 31, 2001
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, nor shall any such failure or delay give the Trust the right to
terminate this Agreement.
The Trust 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 with respect to the Trust, any action or omission by the Administrator
in the performance of its duties hereunder, or as a result of the
Administrator's acting upon any instructions reasonably believed by it to be
genuine and to have been duly authorized by the Trust, 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 indemnification contained herein shall survive the
termination of this Agreement.
9. CONFIDENTIALITY
(a) 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
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relating to the Trust 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 Trust.
(b) If the Administrator (or anyone to whom it delegates
its duties under Section 6 hereof) becomes compelled
by applicable law or regulation or by regulators who
have oversight jurisdiction to disclose any of the
records or information relating to the Trust, it will
provide the Trust with prompt notice of such
requirement so that the Trust may, if it deems
appropriate seek a protective order or other
appropriate remedy or waive compliance with the
provisions of this Section 9(b). In the event that
such protective order or other remedy is not
obtained, or that the Trust waives compliance with
the provisions of this Section 9(b), the
Administrator will furnish only that portion of the
records and information that it is advised by legal
counsel to the Administrator necessary to respond to
the request. The Administrator will request that
confidential treatment be accorded any such records
or information that is disclosed.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS
The Trust 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
Trust shall at all times remain the property of the Trust, 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 Trust
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 Trust 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 Trust
from time to time, have no authority to act or represent the Trust in any way or
otherwise be deemed an agent of the Trust.
12. TERM, TERMINATION AND AMENDMENT
(a) This Agreement shall become effective on the date of
its execution and shall remain in full force and
effect until December 31, 2003 and shall
automatically continue in full force and effect after
such initial term unless either party terminates this
Agreement by written notice to the other party at
least sixty (60) days' prior to the expiration of the
initial term.
(b) Either party may terminate this Agreement at any time
after the initial term upon at least sixty (60) days'
prior written notice to the other party. Termination
of
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this Agreement with respect to any given Trust shall
in no way affect the continued validity of this
Agreement with respect to any other Trust.
(c) Upon termination of this Agreement, the Trust 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.
(d) 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 address as a party may specify by written notice to the other): if
to the Trust: LMCG Funds, Attn: Terry Gardner, FAX: _________; if to the
Administrator: State Street Bank and Trust Company, 2 Avenue de Lafayette,
Boston, Massachusetts 02110, Attn: Mutual Funds Legal Division, fax:
(617) 662-3805.
14. NON-ASSIGNABILITY
This Agreement shall not be assigned by either party 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 Trust and the Administrator and their respective successors and
permitted assigns.
16. ENTIRE AGREEMENT
This Agreement and the related Fee Schedule 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
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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.
20. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and
amendments hereto may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties hereto
all/each agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not the
original is in existence and whether or not such reproduction was made by a
party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence.
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.
LMCG FUNDS
By:
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Name:
----------------------------
Title:
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STATE STREET BANK AND TRUST COMPANY
By:
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Name: Kathleen C. Cuocolo
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Title: Executive Vice President
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ADMINISTRATION AGREEMENT
LMCG FUNDS
SCHEDULE A
LISTING OF FUNDS (AS OF DECEMBER __, 2000)
LMCG Small Cap Growth Fund
LMCG Mid Cap Growth Fund
LMCG Small Cap Tax-Sensitive Fund
LMCG Technology Fund
LMCG Funds is referred to herein as the "Trust" and each portfolio of the Trust,
including those listed above, are referred to herein as a "Fund" and are
collectively referred to herein as the "Funds."
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ADMINISTRATION AGREEMENT
LMCG Funds
SCHEDULE B
FEES AND EXPENSES
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ADMINISTRATION AGREEMENT
LMCG FUNDS
SCHEDULE C
NOTICE FILING WITH
STATE SECURITIES ADMINISTRATORS
AT THE SPECIFIC DIRECTION OF THE TRUST, THE ADMINISTRATOR WILL PREPARE REQUIRED
DOCUMENTATION AND MAKE NOTICE FILINGS IN ACCORDANCE WITH THE SECURITIES LAWS OF
EACH JURISDICTION IN WHICH TRUST SHARES ARE TO BE OFFERED OR SOLD PURSUANT TO
INSTRUCTIONS GIVEN TO THE ADMINISTRATOR BY THE TRUST.
THE TRUST SHALL BE SOLELY RESPONSIBLE FOR THE DETERMINATION (i) OF THOSE
JURISDICTIONS IN WHICH NOTICE FILINGS ARE TO BE SUBMITTED AND (ii) THE NUMBER OF
TRUST SHARES TO BE PERMITTED TO BE SOLD IN EACH SUCH JURISDICTION. IN THE EVENT
THAT THE ADMINISTRATOR BECOMES AWARE OF (a) THE SALE OF TRUST SHARES IN A
JURISDICTION IN WHICH NO NOTICE FILING HAS BEEN MADE OR (b) THE SALE OF TRUST
SHARES IN EXCESS OF THE NUMBER OF TRUST SHARES PERMITTED TO BE SOLD IN SUCH
JURISDICTION, THE ADMINISTRATOR SHALL REPORT SUCH INFORMATION TO THE TRUST, AND
IT SHALL BE THE TRUST'S RESPONSIBILITY TO DETERMINE APPROPRIATE CORRECTIVE
ACTION AND INSTRUCT THE ADMINISTRATOR WITH RESPECT THERETO.
The Blue Sky services shall consist of the following:
1. Filing of Trust's Initial Notice Filings, as directed by the
Trust;
2. Filing of Trust's renewals and amendments as required;
3. Filing of amendments to the Trust's registration statement
where required;
4. Filing Trust sales reports where required;
5. Payment at the expense of the Trust of all Trust Notice Filing
fees;
6. Filing the Prospectuses and Statements of Additional
Information and any amendments or supplements thereto where
required;
7. Filing of annual reports and proxy statements where required;
and
8. The performance of such additional services as the
Administrator and the Trust may agree upon in writing.
Unless otherwise specified in writing by the Administrator, Blue Sky 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
Trust or its legal counsel. In connection with the services described herein,
the Trust shall issue in favor of the Administrator a power of attorney to
submit Notice Filings on behalf of the Trust, 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 December __. 2000 that the undersigned
LMCG FUNDS with principal offices at 200 Clarendon Street, Boston, MA 02116
(individually the "Trust") makes, constitutes, and appoints STATE STREET BANK
AND TRUST COMPANY (the "Administrator") with principal offices at 225 Franklin
Street, Boston, Massachusetts its lawful attorney-in-fact for it to do as if it
were itself acting, the following:
1. REGISTRATION OF TRUST SHARES. The power to register shares of the Trust
in each jurisdiction in which Trust shares are offered or sold and in
connection therewith the power to prepare, execute, and deliver and
file any and all Trust 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 Trust 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 Trust 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 Trust.
IN WITNESS WHEREOF, the Trust 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.
LMCG FUNDS
By:
---------------------------------
Name:
-------------------------------
Title:
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