Exhibit 9(b)
THE HOMESTATE GROUP
XXXXXX SQUARE MANAGEMENT CORPORATION
ACCOUNTING SERVICES AGREEMENT
AGREEMENT made this 20th day of November, 1995, by and between The
HomeState Group, a Pennsylvania common trust (the "Trust"), having its
principal place of business in the Lancaster, Pennsylvania, and Xxxxxx
Square Management Corporation, a corporation organized under the laws of
the State of Delaware ("Xxxxxx Square"), having its principal place of
business in Wilmington, Delaware.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management investment
company and offers for public sale one or more distinct series of shares of
beneficial interest ("Series"), each corresponding to a distinct portfolio;
WHEREAS, each share of a Series represents an undivided interest in
the assets, subject to the liabilities, allocated to that Series and each
Series has a separate investment objective and policies;
WHEREAS, at the present time, the Trust consists of one Series;
WHEREAS, the Trust desires to employ Xxxxxx Square to provide certain
accounting services;
WHEREAS, Xxxxxx Square is willing to furnish such services to the
Trust with respect to each Series listed on Schedule A to this Agreement
(each a "Portfolio," and two or more together "Portfolios") on the terms
and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained in this Agreement, the Trust and Xxxxxx Square agree as follows:
1. APPOINTMENT. The Trust hereby appoints Xxxxxx Square to provide
certain accounting services to the Trust for the period and on the terms
set forth in this Agreement. Xxxxxx Square accepts such appointment and
agrees to furnish the services herein set forth in return for the
compensation provided for in Section 11 of this Agreement. Xxxxxx Square
agrees to comply with all relevant provisions of the Investment Company Act
and applicable rules and regulations thereunder, and to remain open for
business on any day on which the New York Stock Exchange, the Philadelphia
branch office of the Federal Reserve and Wilmington Trust Company are open
for business. The Trust may from time to time issue separate series or
classes or classify and reclassify shares of such series or class. Xxxxxx
Square shall identify to each such series or class property belonging to
such series or class and in such reports, confirmations and notices to the
Trust called for under this Agreement shall identify the series or class to
which such report, confirmation or notice pertains.
2. DOCUMENTS. The Trust has furnished Xxxxxx Square with copies
properly certified or authenticated of each of the following:
a. The Trust's Declaration of Trust and all amendments thereto
and restatements thereof;
b. The Trust's By-laws and all amendments thereto and
restatements thereof (such By-laws, as presently in effect and as they
shall from time to time be amended or restated, are herein called "By-
laws");
c. Resolutions of the Trust's Board of Trustees authorizing the
appointment of Xxxxxx Square to provide certain accounting services to the
Trust and approving this Agreement;
d. Schedule B identifying and containing the signatures of the
Trust's officers and other persons authorized ("Authorized Persons") to
sign "Written Instructions" (as used in this Agreement to mean written
instructions delivered by hand, mail, telegram, cable, telex or facsimile
sending device and received by Xxxxxx Square, signed by two Authorized
Persons) on behalf of the Trust;
e. The Trust's Notification of Registration filed pursuant to
Section 8(a) of the Investment Company Act as filed with the Securities and
Exchange Commission ("SEC") on July 1, 1992;
f. The Trust's most recent Registration Statement on Form N-1A
under the Securities Act of 1933 (the "1933 Act") (File No. 33-48940) and
under the Investment Company Act (File No. 811-6722), as filed with the SEC
relating to shares of beneficial interest in the Trust, and all amendments
thereto;
g. The Trust's most current Prospectuses and Statements of
Additional Information relating to the Portfolio(s);
h. The executed Trust agreements listed on Schedule C hereto;
i. All documents and records held by previous accounting
service providers on behalf of the Trust; and
j. If required, a copy of either (i) a filed notice of
eligibility to claim the exclusion from the definition of "commodity pool
operator" contained in Section 2(a)(1)(A) of the Commodity Exchange Act
("CEA") that is provided in Rule 4.5 under the CEA, together with all
supplements as are required by the Commodity Futures Trading Commission
("CFTC"), or (ii) a letter which has been granted the Trust by the CFTC
which states that the Trust will not be treated as a "pool" as defined in
Section 4.10(d) of the CFTC's General Regulations, or (iii) a letter which
has been granted the Trust by the CFTC which states that CFTC will not take
any enforcement action if the Trust does not register as a "commodity pool
operator."
The Trust will xxxxxxx Xxxxxx Square from time to time with
copies, properly certified or authenticated, of all additions, amendments
or supplements to the foregoing, if any.
3. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC.
a. Unless otherwise provided in this Agreement, Xxxxxx Square
shall act only upon Oral and Written Instructions. ("Oral Instructions"
used in this Agreement shall mean oral instructions actually received by
Xxxxxx Square from an Authorized Person or from a person reasonably
believed by Xxxxxx Square to be an Authorized Person. "Written
Instructions" used in this Agreement shall mean written instructions signed
by two Authorized Persons delivered by hand, mail, telegram, cable, telex
or facsimile, and received by Xxxxxx Square. "Authorized Person" used in
this Agreement means any officer of the Trust and any other person, whether
or not any such person is an officer of the Trust, duly authorized by the
Board of Trustees of the Trust to give Oral and Written Instructions on
behalf of the Portfolio(s) and certified by the Secretary or an Assistant
Secretary of the Trust or any amendment thereto as may be received by
Xxxxxx Square from time to time.) Although Xxxxxx Square may know of the
provisions of the Declaration of Trust and By-laws of the Trust, Xxxxxx
Square in its capacity under this Agreement may assume that any Oral or
Written Instructions received hereunder are not in any way inconsistent
with any provisions of such Declaration of Trust or Bylaws or any vote,
resolution or proceeding of the shareholders, or of the Board of Trustees,
or of any committee thereof.
b. Rodney Square shall be entitled to rely upon any Oral
Instructions and any Written Instructions actually received by Xxxxxx
Square pursuant to this Agreement. The Trust agrees to forward to Xxxxxx
Square Written Instructions confirming Oral Instructions in such manner
that the Written Instructions are received by Xxxxxx Square, whether by
hand delivery, telex, facsimile or otherwise, by the close of business of
the same day that such Oral Instructions are given to Xxxxxx Square. The
Trust agrees that the fact that such confirming Written Instructions are
not received by Xxxxxx Square shall in no way affect the validity of the
transactions or enforceability of the transactions authorized by the Trust
by giving Oral Instructions. The Trust agrees that Xxxxxx Square shall
incur no liability to the Trust in acting upon Oral Instructions given to
Xxxxxx Square hereunder concerning such transactions provided such
instructions reasonably appear to have been received from an Authorized
Person.
4. PORTFOLIO ACCOUNTING.
a. Rodney Square shall provide the following accounting
functions on a daily basis:
(1)Journalize each Portfolio's investment, capital share
and income and expense activities;
(2)Verify investment buy/sell trade tickets when received
from the Advisor(s) and transmit trades to the Trust's
Custodian for proper settlement;
(3)Maintain individual ledgers for investment securities;
(4)Maintain historical tax lots for each security;
(5)Reconcile cash and investment balances of each Portfolio
with the Custodian, and provide the Advisor(s) with the
beginning cash balance available for investment
purposes;
(6)Update the cash availability throughout the day as
required by the Advisor(s);
(7)Post to and prepare each Portfolio's Statement of Assets
and Liabilities and Statement of Operations;
(8)Calculate expenses payable pursuant to the Trust's
various contractual obligations;
(9)Control all disbursements from the Trust on behalf of
each Portfolio and authorize such disbursements upon
Written Instructions;
(10)Calculate capital gains and losses;
(11)Determine each Portfolio's net income;
(12)At the Portfolio's expense obtain security market prices
or if such market prices are not readily available, then
obtain such prices from services approved by the
Advisor(s), and in either case calculate the market or
fair value of each Portfolio's investments;
(13)In the case of debt instruments with remaining
maturities of sixty (60)days or less, calculate the
amortized cost value of those instruments;
(14)Transmit or mail a copy of the portfolio valuations to
the Advisor(s);
(15)Compute the net asset value of each Portfolio;
(16)Compute each Portfolio's yields, total returns, expense
ratios and portfolio turnover rate; and
(17)Prepare and monitor the expense accruals and notify
Trust management of any proposed adjustments.
b. In addition, Xxxxxx Square will:
(1)Prepare monthly financial statements, which will include
without limitation the Schedule of Investments, the
Statement of Assets and Liabilities, the Statement of
Operations, the Statement of Changes in Net Assets, the
Cash Statement, and the Schedule of Capital Gains and
Losses;
(2)Prepare monthly security transactions listings;
(3)Prepare monthly broker security transactions summaries;
(4)Supply various Trust and Portfolio statistical data as
requested on an ongoing basis;
(5)Assist in the preparation of support schedules necessary
for completion of Federal and state tax returns;
(6)Assist in the preparation and filing of the Trust's
annual and semiannual reports with the SEC on Form N-
SAR;
(7)Assist in the preparation and filing of the Trust's
annual and semiannual reports to shareholders and proxy
statements;
(8)Assist with the preparation of amendments to the Trust's
registration statements on Form N-1A and other filings
relating to the registration of shares; and
(9)Monitor each Portfolio's status as a regulated
investment company under Subchapter M of the Internal
Revenue Code of 1986, as amended from time to time;
(10)Determine the amount of dividends and other
distributions payable to shareholders as necessary to,
among other things, maintain the qualification as a
regulated investment company of each Portfolio of the
Trust under the Code.
5. RECORDKEEPING AND OTHER INFORMATION. Xxxxxx Square shall
create and maintain all necessary records in accordance with all applicable
laws, rules and regulations, including, but not limited to, records
required by Section 31(a) of the Investment Company Act and the rules
thereunder, as the same may be amended from time to time, pertaining to the
various functions (described above) performed by it and not otherwise
created and maintained by another party pursuant to contract with the
Trust. All records shall be the property of the Trust at all times and
shall be available for inspection and use by the Trust or the Trust's
authorized representatives. Upon reasonable request of the Trust, copies
of such records shall be provided by Xxxxxx Square to the Trust or the
Trust's authorized representatives at the Trust's expense. Where
applicable, such records shall be maintained by Xxxxxx Square for the
periods and in the places required by Rule 31a-2 under the Investment
Company Act.
Xxxxxx Square shall not be responsible for the records
required to be maintained by any predecessor accounting service provider
except those provided to Xxxxxx Square together with proper documentation
and accepted in writing by Xxxxxx Square. Xxxxxx Square shall not be
required to bear the cost of any necessary conversion of any records or
data nor shall Xxxxxx Square assume any responsibility for the having
available and maintaining any computer systems required to read or
otherwise interpret any predecessor accounting service provider's computer-
formatted records.
6. LIAISON WITH ACCOUNTANTS. Xxxxxx Square shall act as liaison
with the Trust's independent public accountants and shall provide account
analysis, fiscal year summaries and other audit related schedules. Xxxxxx
Square shall take all reasonable action in the performance of its
obligations under this Agreement to assure that the necessary information
is made available to such accountants for the expression of their opinion,
as such may be required by the Trust from time to time.
7. CONFIDENTIALITY. Xxxxxx Square agrees on behalf of itself and
its employees to treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and its
prior, present or potential shareholders, and not to use such records and
information for any purpose other than performance of its responsibilities
and duties hereunder, except, after prior notification to and approval in
writing by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where Xxxxxx Square may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the
Trust.
8. EQUIPMENT FAILURE. In the event of equipment failures beyond
Xxxxxx Square's control, Xxxxxx Square shall, at no additional expense to
the Trust, take reasonable steps to minimize service interruptions but
shall have no liability with respect thereto. Xxxxxx Square shall enter
into and shall maintain in effect with appropriate parties one or more
agreements making reasonable provision of emergency use of electronic data
processing equipment to the extent appropriate equipment is available.
9. RIGHT TO RECEIVE ADVICE.
a. ADVICE OF TRUST. If Xxxxxx Square shall be in doubt as to
any action to be taken or omitted by it, it may request, and shall receive,
from the Trust directions or advice, including Oral or Written Instructions
where appropriate.
b. ADVICE OF COUNSEL. If Xxxxxx Square shall be in doubt as to
any question of law involved in any action to be taken or omitted by Xxxxxx
Square, it may request advice at its own cost from counsel of its own
choosing (who may be the regularly retained counsel for the Trust or Xxxxxx
Square or the in-house counsel for Xxxxxx Square, at the option of Xxxxxx
Square).
c. CONFLICTING ADVICE. In case of conflict between directions,
advice or Oral or Written Instructions received by Xxxxxx Square pursuant
to subsection A of this Section and advice received by Xxxxxx Square
pursuant to subsection B of this Section, Xxxxxx Square shall be entitled
to rely on and follow the advice received pursuant to the latter provision
alone.
d. PROTECTION OF XXXXXX SQUARE. Xxxxxx Square shall be
protected in any action or inaction which it takes in reliance on any
directions, advice or Oral or Written Instructions received pursuant to
subsections A or B of this Section which Xxxxxx Square, after receipt of
any such directions, advice or Oral or Written Instructions, in good faith
believes to be consistent with such directions, advice or Oral or Written
Instructions, as the case may be. However, nothing in this Section shall
be construed as imposing upon Xxxxxx Square any obligation (i) to seek such
direction, advice or Oral or Written Instructions, or (ii) to act in
accordance with such directions, advice or Oral or Written Instructions
when received, unless, under the terms of another provision of this
Agreement, the same is a condition to Xxxxxx Square's properly taking or
omitting to take such action. Nothing in this subsection shall excuse
Xxxxxx Square when an action or omission on the part of Xxxxxx Square
constitutes willful misfeasance, bad faith, negligence or reckless
disregard by Xxxxxx Square of its duties under this Agreement.
10. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Except as
otherwise provided herein in Sections 4 and 5, the Trust assumes full
responsibility for ensuring that the Trust complies with all applicable
requirements of the Securities Act of 1933 (the "1933 Act"), the Securities
Exchange Act of 1934 (the "1934 Act"), the 1940 Act, the CEA and any laws,
rules and regulations of governmental authorities having jurisdiction.
11. COMPENSATION. For the performance of its obligations under this
Agreement, the Trust shall pay Xxxxxx Square with respect to each Portfolio
in accordance with the fee arrangements described in Schedule A attached
hereto, as such schedule may be amended from time to time. The Trust shall
reimburse Xxxxxx Square for all reasonable out-of-pocket expenses incurred
by Xxxxxx Square or its agents in the performance of its obligations
hereunder. Such reimbursement for expenses incurred in any calendar month
shall be made on or before the tenth day of the next succeeding month. The
Trust authorizes Xxxxxx Square to debit each Portfolio's custody account
for fees and out-of-pocket expenses which are rendered for the services
performed under this Agreement.
12. INDEMNIFICATION.
a. The Trust agrees to indemnify and hold harmless Xxxxxx
Square, its directors, officers, employees, agents and representatives from
all taxes, charges, expenses, assessments, claims and liabilities
including, without limitation, liabilities arising under the 1933 Act, the
1934 Act and any applicable state and foreign laws, and amendments thereto
(the "Securities Laws"), and expenses, including without limitation
reasonable attorneys' fees and disbursements arising directly or indirectly
from any action or omission to act which Xxxxxx Square takes (i) at the
request of or on the direction of or in reliance on the advice of the Trust
or (ii) upon Oral or Written Instructions. Neither Xxxxxx Square nor any
of its nominees shall be indemnified against any liability (or any expenses
incident to such liability) arising out of Xxxxxx Square's or its
directors', officers', employees', agents' and representatives own willful
misfeasance, bad faith, negligence or reckless disregard of its duties and
obligations under this Agreement.
b. Rodney Square agrees to indemnify and hold harmless the
Trust from all taxes, charges, expenses, assessments, claims and
liabilities arising from Xxxxxx Square's obligations pursuant to this
Agreement (including, without limitation, liabilities arising under the
Securities Laws, and any state and foreign securities and blue sky laws,
and amendments thereto) and expenses, including (without limitation)
reasonable attorneys' fees and disbursements arising directly or indirectly
out of Xxxxxx Square's or its directors', officers', employees', agents'
and representatives own willful misfeasance, bad faith, negligence or
reckless disregard of its duties and obligations under this Agreement.
c. In order that the indemnification provisions contained in
this Section 12 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 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.
13. RESPONSIBILITY OF XXXXXX SQUARE. Xxxxxx Square shall be under no
duty to take any action on behalf of the Trust except as specifically set
herein or as may be specifically agreed to by Xxxxxx Square in writing. In
the performance of its duties hereunder, Xxxxxx Square shall be obligated
to exercise care and diligence and to act in good faith and to use its best
efforts within reasonable limits in performing services provided for under
this Agreement. Xxxxxx Square shall be responsible for its own negligent
failure to perform its duties under this Agreement, but to the extent that
duties, obligations and responsibilities are not expressly set forth in
this Agreement, Xxxxxx Square shall not be liable for any act or omission
which does not constitute willful misfeasance, bad faith or negligence on
the part of Xxxxxx Square or reckless disregard by Xxxxxx Square of such
duties, obligations and responsibilities. Without limiting the generality
of the foregoing or of any other provision of this Agreement, Xxxxxx Square
in connection with its duties under this Agreement shall not be under any
duty or obligation to inquire into and shall not be liable for or in
respect of (i) the validity or invalidity or authority or lack thereof of
any Oral or Written Instruction, notice or other instrument which conforms
to the applicable requirements of this Agreement, and which Xxxxxx Square
reasonably believes to be genuine; or (ii) delays or errors or loss of data
occurring by reason of circumstances beyond Xxxxxx Square's control,
including acts of civil or military authority, national emergencies, labor
difficulties, fire, mechanical breakdown (except as provided in Section 8),
flood or catastrophe, acts of God, insurrection, war, riots or failure of
the mails, transportation, communication or power supply, which
circumstances Xxxxxx Square shall take reasonable actions to minimize loss
of data therefor.
14. DURATION, TERMINATION, ETC. The provisions of this Agreement may
not be changed, waived, discharged or terminated orally, but only by
written instrument that shall make specific reference to this Agreement and
that shall be signed by the party against which enforcement of such change,
waiver, discharge or termination is sought.
This Agreement shall become effective as of the date first written
above, and unless terminated as provided, shall continue in force for three
(3) years from the date of its execution and thereafter from year to year,
provided continuance after the three (3) year period is approved at least
annually by (i) the vote of a majority of the Trustees of the Trust and
(ii) the vote of a majority of those Trustees of the Trust who are not
interested persons of the Trust, and who are not parties to this Agreement
or interested persons of any party, cast in person at a meeting called for
the purpose of voting on the approval. This Agreement may at any time be
terminated on sixty (60) days' written notice given to Xxxxxx Square or by
Xxxxxx Square by six (6) months' written notice given to the Trust;
provided, however, that the foregoing provisions of this Agreement may be
terminated immediately at any time for cause either by the Trust or by
Xxxxxx Square in the event that such cause shall have remained unremedied
for sixty (60) days or more after receipt of written specification of such
cause.
Upon the termination of this Agreement, the Trust shall pay to Xxxxxx
Square such compensation as may be payable for the period prior to the
effective date of such termination, including reimbursement for any out-of-
pocket expenses reasonably incurred by Xxxxxx Square to such date. In the
event that the Trust designates a successor to any of Xxxxxx Square's
obligations hereunder, Xxxxxx Square shall, at the expense and direction of
the Trust, transfer to such successor all relevant books, records and other
data established or maintained by Xxxxxx Square under the foregoing
provisions.
Upon the termination of this Agreement within the initial three (3)
year term by the Trust or the Trust's Board of Trustees, the Trust shall
pay to Xxxxxx Square with respect to each Portfolio in accordance with the
provisions of liquidated damages described in Schedule A attached hereto,
as such schedule may be amended from time to time.
15. AMENDMENTS. This Agreement or any part hereof may be changed or
waived only by an instrument in writing signed by the party against which
enforcement of such change or waiver is sought.
16. NOTICE. Any notice under this Agreement shall be given in
writing addressed and delivered or mailed, postage prepaid, to the other
party to this Agreement at its principal place of business.
17. SEVERABILITY. If any provision of this Agreement shall be held
or made invalid by a court decision, statute, rule or otherwise, the
remainder of this Agreement shall not be affected thereby.
18. FURTHER ACTIONS. Each Party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the
purposes hereof.
19. GOVERNING LAW. To the extent that state law has not been
preempted by the provisions of any law of the United States heretofore or
hereafter enacted, as the same may be amended from time to time, this
Agreement shall be administered, construed and enforced according to the
laws of the State of Delaware.
20. DELEGATION. On thirty (30) days' prior written notice to the
Trust, Xxxxxx Square may assign any part or all its rights and delegate its
duties hereunder to any wholly owned direct or indirect subsidiary of
Wilmington Trust Company provided that (i) the delegate agrees with Xxxxxx
Square to comply with all relevant provisions of the 1940 Act and
applicable rules and regulations; (ii) Xxxxxx Square shall remain
responsible for the performance of all of its duties under this Agreement;
(iii) Xxxxxx Square and such delegate shall promptly provide such
information as the Trust may request; and (iv) Xxxxxx Square shall respond
to such questions as the Trust may ask, relative to the delegation,
including (without limitation) the capabilities for the delegate.
21. SHAREHOLDER LIABILITY. Xxxxxx Square acknowledges that it has
received notice of and accepts the limitations of liability set forth in
the Trust's Declaration of Trust. Xxxxxx Square agrees that the Trust's
obligations hereunder shall be limited to the Trust, and that Xxxxxx Square
shall have recourse solely against the assets of the Portfolio with respect
to which the Trust's obligations hereunder relate and shall have no
recourse against the assets of any other Portfolio or against any
shareholder, Trustee, officer, employee, or agent of the Trust.
22. MISCELLANEOUS. This Agreement embodies the entire agreement and
understanding between the parties thereto, and supersedes all matter
hereof, provided that the parties hereto may embody in one or more separate
documents their agreement, if any, with respect to Written and/or Oral
Instructions. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions
hereof or otherwise affect their construction or effect. This Agreement
shall be binding and shall inure to the benefits of the parties hereto and
their respective successors.
IN WITNESS WHEREOF the parties have caused this instrument to be
signed on their behalf by their respective officers thereunto duly
authorized all as of the date first written above.
THE HOMESTATE GROUP
By: _____________________________
Xxxxx X. Xxxx, President
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: _____________________________
Xxxxxx X. Xxxxxxxx, President
ACCOUNTING SERVICES AGREEMENT
SCHEDULE A
THE HOMESTATE GROUP
PORTFOLIO LISTING AND FEE SCHEDULE
For the services Xxxxxx Square provides under the Accounting Services
Agreement attached hereto, The HomeState Group (the "Trust") on behalf of
the Portfolios listed below agrees to pay Xxxxxx Square an annual
accounting fee per Portfolio equal to the following:
Year One
--------
$45,000 for Portfolio assets up to $50 million plus;
0.03% of the Portfolio assets of $50 million to $100 million plus;
0.02% of Portfolio assets in excess of $100 million; and
less $5,000.
Year Two
--------
$45,000 for Portfolio assets up to $50 million plus;
0.03% of the Portfolio assets of $50 million to $100 million plus;
0.02% of Portfolio assets in excess of $100 million.
Year Three
----------
$5,000 plus;
$45,000 for Portfolio assets up to $50 million plus;
0.03% of the Portfolio assets of $50 million to $100 million plus;
0.02% of Portfolio assets in excess of $100 million.
This accounting fee shall be pro rated and payable monthly as soon as
practicable after the last day of each month based on the average of the
daily net assets of each Portfolio listed below, as determined at the close
of business on each day throughout the month.
Out of pocket expenses shall be reimbursed by the Trust to Xxxxxx Square or
paid directly by the Trust.
PORTFOLIOS:
The HomeState Pennsylvania Growth Fund
LIQUIDATED DAMAGES:
Upon the termination of the attached Agreement within the initial three (3)
year term by the Trust or the Trust's Board of Trustees , the Trust shall
pay to Xxxxxx Square six (6) months of base fees in liquidated damages with
respect to each Portfolio.
ACCOUNTING SERVICES AGREEMENT
SCHEDULE B
THE HOMESTATE GROUP
AUTHORIZED PERSONS
The following persons have been duly authorized by the Board of
Trustees to give Oral and Written Instructions on behalf of the above-named
Trust:
Xxxxx X. Xxxx ___________________________
Xxxxxxx X. Xxxxx XX, C.F.A. ___________________________
Xxxxxx X. Xxxxx XX ___________________________
[Xxxxxx X. Xxxxxxx] ___________________________
[Xxxxxxx X. Xxxxxxxx] ___________________________
[Xxxx X. Xxxxxx] ___________________________
[Xxxxxx X. Xxxxxxxx] ___________________________
[Xxxxx X. Marky] ___________________________
[Xxxxxxx Xxxxxx] ___________________________
ACCOUNTING SERVICES AGREEMENT
SCHEDULE C
THE HOMESTATE GROUP
TRUST AGREEMENTS SCHEDULE
1. The Investment Advisory Agreement between The HomeState Group
(the "Trust") and Emerald Advisors, Inc., a Pennsylvania
corporation (the "Adviser"), dated as of _________________, 1994;
2. The Administration Agreement between the Trust and Xxxxxx Square
Management Corporation, a Delaware Corporation ("Xxxxxx Square"),
dated as of November 20, 1995;
3. The Transfer Agency Agreement between the Trust and Xxxxxx
Square, dated as of November 20, 1995;
4. The Custodian Agreement between the Trust and CoreStates
Financial Corp., dated as of_________________;
5. The Distribution Agreement between the Trust and Xxxxxx Square
Distributors, Inc., dated as of November 20, 1995;
