Exhibit 9(a)
THE HOMESTATE GROUP
XXXXXX SQUARE MANAGEMENT CORPORATION
TRANSFER AGENCY AGREEMENT
THIS TRANSFER AGENCY AGREEMENT is made as of the 20th day of November,
1995, between The HomeState Group, a Pennsylvania common law trust (the
"Trust"), having its principal place of business in 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 avail itself of the services of Xxxxxx
Square to serve as the Trust's transfer agent; and
WHEREAS, Xxxxxx Square is willing to furnish such services to the
Trust with respect to each Series listed in 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
herein contained, the Trust and Xxxxxx Square agree as follows:
1. APPOINTMENT. The Trust hereby appoints Xxxxxx Square as transfer
agent, registrar and dividend disbursing agent for the shares of beneficial
interest of the Trust (the "Shares") and as servicing agent in connection
with the disbursements of dividends and distributions and as shareholders'
servicing agent for the Trust, each such appointment to take effect as of
the date first written above, and Xxxxxx Square shall act as such and
perform its obligations thereof upon the terms and conditions hereafter set
forth and in accordance with the principles of principal and agent
enunciated by the common law.
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 transfer agency services to
the Trust and approving this Agreement;
d. 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;
e. 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;
f. The Trust's most current Prospectuses and Statements of
Additional Information relating to the Portfolio(s); and
g. The executed Trust agreements listed on Schedule C hereto;
and
h. All documents and records held by previous transfer agency
service providers on behalf of the Trust; and
i. 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. DEFINITIONS.
a. Authorized Person. As used in this Agreement, the term
"Authorized Person" means any officer of the Trust and any other person,
whether or not any such person is an officer or employee of the Trust, duly
authorized by the Trustees of the Trust to give Oral and Written
Instructions on behalf of the Portfolio(s) and certified by the Secretary
or Assistant Secretary of the Trust or any amendment thereto as may be
received by Xxxxxx Square from time to time.
b. Oral Instructions. As used in this Agreement, the term
"Oral Instructions" means 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. The Trust agrees to deliver to
Xxxxxx Square, at the time and in the manner specified in Section 4(b) of
this Agreement, Written Instructions confirming Oral Instructions.
c. Written Instructions. As used in this Agreement, the term
"Written Instructions" means written instructions delivered by hand, mail,
telegram, cable, telex or facsimile, signed by an Authorized Person and
received by Xxxxxx Square.
4. INSTRUCTIONS CONSISTENT WITH DECLARATION OF TRUST, ETC.
a. Unless otherwise provided in this Agreement, Xxxxxx Square
shall act only upon Oral or Written Instructions. Although Xxxxxx Square
may know of the provisions of the Declarations of Trust and Bylaws of the
Trust, Xxxxxx Square may assume that any Oral or Written Instructions
received hereunder are not in any way inconsistent with any provisions of
such Declarations of Trust or Bylaws or any vote, resolution or proceeding
of the shareholders, or of the 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 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 such 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.
5. TRANSACTIONS NOT REQUIRING INSTRUCTIONS. In the absence of
contrary Written Instructions, Xxxxxx Square is authorized to take the
following actions:
a. Issuance of Shares. Upon receipt of a purchase order from
the Distributor, as defined in the Distribution Agreement between the Trust
and the Distributor or a prospective shareholder for the purchase of Shares
and sufficient information to enable Xxxxxx Square to establish a
shareholder account or to issue Shares to an existing shareholder account,
and after confirmation of receipt or crediting of Federal funds for such
order from Xxxxxx Square's designated bank, Xxxxxx Square shall issue and
credit the account of the investor or other record holder with Shares in
the manner described in the Prospectus. Xxxxxx Square shall deposit all
checks received from prospective shareholders into an account on behalf of
the Trust, and shall promptly transfer all Federal funds received from such
checks to the Custodian, as defined in the Custodian Agreement between the
Trust and the Custodian. (References herein to "Custodian" shall also be
construed to refer to a "Sub-Custodian" if such appointment has been made.)
If so directed by the Distributor, the confirmation supplied to the
shareholder to xxxx such issuance will be accompanied by a Prospectus.
b. Transfer of Shares; Uncertificated Securities. Where a
shareholder does not hold a certificate representing the number of Shares
in its account and does provide Xxxxxx Square with instructions for the
transfer of such Shares which include a signature guaranteed by a
commercial bank, trust company or member firm of a national securities
exchange and such other appropriate documentation to permit a transfer,
then Xxxxxx Square shall register such Shares and shall deliver them
pursuant to instructions received from the transferor, pursuant to the
rules and regulations of the SEC, and the laws of the Commonwealth of
Pennsylvania relating to the transfer of shares of beneficial interest.
c. Share Certificates. If at any time the Portfolio issues
share certificates, the following provisions will apply:
(1) The Trust will supply Xxxxxx Square with a sufficient
supply of share certificates representing Shares, in the
form approved from time to time by the Trustees of the
Trust, and, from time to time, shall replenish such supply
upon request of Xxxxxx Square. Such share certificate shall
be properly signed, manually or by facsimile signature, by
the duly authorized officers of the Trust, and shall bear
the corporate seal or facsimile thereof of the Trust, and
notwithstanding the death, resignation or removal of any
officer of the Trust, such executed certificates bearing the
manual or facsimile signature of such officer shall remain
valid and may be issued to shareholders until Xxxxxx Square
is otherwise directed by Written Instructions.
(2) In the case of the loss or destruction of any
certificate representing Shares, no new certificate shall be
issued in lieu thereof, unless there shall first have been
furnished an appropriate bond of indemnity issued by a
surety company approved by Xxxxxx Square.
(3) Upon receipt of signed share certificates, which shall
be in proper form for transfer, and upon cancellation or
destruction thereof, Xxxxxx Square shall countersign,
register and issue new certificates for the same number of
Shares and shall deliver them pursuant to instructions
received from the transferor, the rules and regulations of
the SEC, and the laws of the State of Delaware relating to
the transfer of shares of beneficial interest.
(4) Upon receipt of the share certificates, which shall be
in proper form for transfer, together with the shareholder's
instructions to hold such share certificates for
safekeeping, Xxxxxx Square shall reduce such Shares to
uncertificated status, while retaining the appropriate
registration in the name of the shareholder upon the
transfer books.
(5) Upon receipt of written instructions from a shareholder
of uncertificated securities for a certificate in the number
of shares in its account, Xxxxxx Square will issue such
share certificates and deliver them to the shareholder.
d. Redemption of Shares. Upon receipt of a redemption order
from the Distributor or a shareholder, Xxxxxx Square shall redeem the
number of Shares indicated thereon from the redeeming shareholder's account
and receive from the Trust's Custodian and disburse pursuant to the
instructions of a redeeming shareholder or his or her agent the redemption
proceeds therefor, or arrange for direct payment of redemption proceeds by
the Custodian to the redeeming shareholder or as instructed by the
shareholder or his or her agent, in accordance with such procedures and
controls as are mutually agreed upon from time to time by and among the
Trust, Xxxxxx Square and the Trust's Custodian.
6. AUTHORIZED ISSUED AND OUTSTANDING SHARES. The Trust agrees to
notify Xxxxxx Square promptly of any change in the number of authorized
Shares and of any change in the number of Shares registered under the 1933
Act, as amended or termination of the Trust's declaration under Rule 24f-2
of the 1940 Act. The Trust has advised Xxxxxx Square, as of the date
hereof, of the number of Shares (i) held in any redemption or repurchase
account, and (ii) registered under the 1933 Act, as amended, which are
unsold. In the event that the Trust shall declare a stock dividend, a
stock split or a reverse stock split, the Trust shall deliver to Xxxxxx
Square a certificate, upon which Xxxxxx Square shall be entitled to rely
for all purposes, certifying (i) the number of Shares involved, (ii) that
all appropriate trust action has been taken, and (iii) that any amendment
to the Declarations of Trust of the Trust which may be required has been
filed and is effective. Such certificate shall be accompanied by an
opinion of counsel to the Trust relating to the legal adequacy and effect
of the transaction.
7. DIVIDENDS AND DISTRIBUTIONS. The Trust shall xxxxxxx Xxxxxx
Square with appropriate evidence of action by the Trust's Trustees
authorizing the declaration and payment of dividends and distributions as
described in the Prospectus. After deducting any amount required to be
withheld by any applicable tax laws, rules and regulations or other
applicable laws, rules and regulations, Xxxxxx Square shall in accordance
with the instructions in proper form from a shareholder and the provisions
of the Trust's Declarations of Trust and Prospectus, issue and credit the
account of the shareholder with Shares, or, if the shareholder so elects,
pay such dividends or distributions in cash to the shareholder in the
manner described in the Prospectus. In lieu of receiving from the Trust's
Custodian and paying to shareholders cash dividends or distributions,
Xxxxxx Square may arrange for the direct payment of cash dividends and
distributions to shareholders by the Custodian, in accordance with such
procedures and controls as are mutually agreed upon from time to time by
and among the Trust, Xxxxxx Square and the Trust's Custodian.
Xxxxxx Square shall prepare, file with the Internal Revenue Service
and other appropriate taxing authorities, and address and mail to
shareholders such returns and information relating to dividends and
distributions paid by the Trust as are required to be so prepared, filed
and mailed by applicable laws, rules and regulations, or such substitute
form of notice as may from time to time be permitted or required by the
Internal Revenue Service. On behalf of the Trust, Xxxxxx Square shall mail
certain requests for shareholders' certifications under penalties of
perjury and pay on a timely basis to the appropriate Federal authorities
any taxes to be withheld on dividends and distributions paid by the Trust,
all as required by applicable Federal tax laws and regulation.
In accordance with the Prospectus, resolutions of the Trust's Trustees
that are not inconsistent with this Agreement and are provided to Xxxxxx
Square from time to time, and such procedures and controls as are mutually
agreed upon from time to time by and among the Trust, Xxxxxx Square and the
Trust's Custodian, Xxxxxx Square shall arrange for issuance of Shares
obtained through transfers of funds from shareholders' accounts at
financial institutions.
8. COMMUNICATIONS WITH SHAREHOLDERS.
a. Communications to Shareholders. Xxxxxx Square will address
and mail all communications by the Trust to its shareholders, including
reports to shareholders, confirmations of purchases and sales of Shares,
semi-annual statements, dividend and distribution notices and proxy
material for its meetings of shareholders. Xxxxxx Square will receive and
tabulate the proxy cards for shareholder meetings.
b. Correspondence. Xxxxxx Square will answer such
correspondence from shareholders, securities brokers and others relating to
its duties hereunder and such other correspondence as may from time to time
be mutually agreed upon between Xxxxxx Square and the Trust.
9. SERVICES TO BE PERFORMED. Xxxxxx Square shall be responsible for
administering and/or performing transfer agent functions, for acting as
service agent in connection with dividend and distribution functions and
for performing shareholder account functions in connection with the
issuance, transfer and redemption or repurchase (including coordination
with the Trust's custodian bank in connection with shareholder redemption
by check) of the Trust's Shares as set forth in Schedule B. The details of
the operating standards and procedures to be followed shall be determined
from time to time by agreement between Xxxxxx Square and the Trust and may
be expressed in written schedules which shall constitute attachments to
this Agreement.
10. RECORDKEEPING AND OTHER INFORMATION.
a. Rodney Square shall maintain records of the accounts for
each Shareholder showing the items listed in Schedule X.
x. 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 1940
Act and the rules thereunder and any applicable regulations of the Federal
Deposit Insurance Corporation ("FDIC") or any successor regulatory
authority, as the same may be amended from time to time, and those records
pertaining to the various functions performed by it hereunder. All records
shall be the property of the Trust at all times and shall be available for
inspection and use by the Trust. Where applicable, such records shall be
maintained by Xxxxxx Square for the periods and in the places required by
Rule 31a-2 under the 1940 Act and any applicable regulations of the FDIC or
any successor regulatory authority.
c. Rodney Square shall not be responsible for the records
required to be maintained by any predecessor transfer agency 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 transfer agency service provider's
computer-formatted records.
11. AUDIT, INSPECTION AND VISITATION. Xxxxxx Square shall make
available during regular business hours all records and other data created
and maintained pursuant to this Agreement for reasonable audit and
inspection by the Trust or any person retained by the Trust. Upon
reasonable notice by the Trust, Xxxxxx Square shall make available during
regular business hours its facilities and premises employed in connection
with its performance of this Agreement for reasonable visitation by the
Trust, or any person retained by the Trust.
12. 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.
13. 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 E attached
hereto, as such schedule may be amended from time to time. Certain other
fees and expenses incurred pursuant to this Agreement are payable by the
Trust or the shareholder on whose behalf the service is performed are also
listed in Schedule E. 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.
The term "out-of-pocket expenses" shall mean the following expenses
incurred by Xxxxxx Square in the performance of its obligations hereunder:
the cost of stationery and forms (including but not limited to checks,
proxy cards, and envelopes), the cost of postage, the cost of insertion of
non-standard size materials in mailing envelopes and other special mailing
preparation by outside firms, the cost of first-class mailing insurance,
the cost of external electronic communications as approved by the Trustees
(to include telephone and telegraph equipment and an allocable portion of
the cost of personnel responsible for the maintenance of such equipment),
toll charges, data communications equipment and line charges and the cost
of microfilming of shareholder records (including both the cost of storage
as well as charges for access to such records). If Xxxxxx Square shall
undertake the responsibility for microfilming shareholder records, it may
be separately compensated therefor in an amount agreed upon by the
principal financial officer of the Trust and Xxxxxx Square, such amount not
to exceed the amount which would be paid to an outside firm for providing
such microfilming services.
14. USE OF XXXXXX SQUARE'S NAME. The Trust shall not use the name of
Xxxxxx Square in any Prospectus, SAI, sales literature or other material
relating to the Trust in a manner not approved prior thereto, provided,
however, that Xxxxxx Square shall approve all uses of its name which merely
refer in accurate terms to its appointments hereunder or which are required
by the SEC or a state securities commission and, provided further, that in
no event shall such approval be unreasonably withheld.
15. USE OF TRUST'S NAME. Xxxxxx Square shall not use the name of the
Trust or the Portfolios of the Trust or material relating to the Trust or
the Portfolios on any checks, bank drafts, bank statements or forms for
other than internal use in a manner not approved prior thereto, provided,
however, that the Trust shall approve all uses of its name which merely
refer in accurate terms to the appointment of Xxxxxx Square hereunder or
which are required by the FDIC, the SEC or a state securities commission,
and, provided, further, that in no event shall such approval be
unreasonably withheld.
16. SECURITY. Xxxxxx Square represents and warrants that the various
procedures and systems which Xxxxxx Square has implemented with regard to
safeguarding from loss or damage attributable to fire, theft or any other
cause (including provision for twenty-four hours a day restricted access)
the Trust's blank checks, records and other data and Xxxxxx Square's
records, data, equipment, facilities and other property used in the
performance of its obligations hereunder are adequate and that it will make
such changes therein from time to time as in its judgment are required for
the secure performance of its obligations hereunder. The parties shall
review such systems and procedures on a periodic basis.
17. INSURANCE. Upon request Xxxxxx Square shall provide the Trust
with details regarding its insurance coverage, and Xxxxxx Square shall
notify the Trust should any of its insurance coverage be materially
changed. Such notification shall include the date of change and the reason
or reasons therefor. Xxxxxx Square shall notify the Trust of any material
claims against it, whether or not they may be covered by insurance and
shall notify the Trust from time to time as may be appropriate of the total
outstanding claims made by Xxxxxx Square under its insurance coverage.
18. ASSIGNMENT OF DUTIES TO OTHERS. Neither this Agreement nor any
rights or obligations hereunder may be assigned by Xxxxxx Square without
the written consent of the Trust. Xxxxxx Square may, however, at any time
or times in its discretion appoint (and may at any time remove) any other
bank or trust company, which is itself qualified under the Securities
Exchange Act of 1934 to act as a transfer agent, as its agent to carry out
such of the services to be performed under this agreement as Xxxxxx Square
may from time to time direct; provided, however, that the appointment of
any agent shall not relieve Xxxxxx Square of any of its responsibilities or
liabilities hereunder.
19. 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
Securities Exchange Act of 1934 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 19 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.
20. RESPONSIBILITY OF XXXXXX SQUARE. Xxxxxx Square shall be under no
duty to take any action on behalf of the Trust except as specifically set
forth herein or as may be specifically agreed to by Xxxxxx Square in
writing. Xxxxxx Square shall be obligated to exercise due care and
diligence in the performance of its duties hereunder, to act in good faith
and to use its best efforts in performing services provided for under this
Agreement. Xxxxxx Square shall be liable for any damages arising out of or
in connection with Xxxxxx Square's performance of or omission or failure to
perform its duties under this Agreement to the extent such damages arise
out of Xxxxxx Square's negligence, reckless disregard of its duties, bad
faith or willful misfeasance.
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 (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) subject to the provisions of Section 21 hereof, 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, flood or catastrophe, acts of God,
insurrection, war, riots or failure of the mails, transportation,
communication or power supply.
21. ACTS OF GOD, ETC. Xxxxxx Square shall not be liable for delays
or errors occurring by reason of circumstances beyond its control,
including but not limited to acts of civil or military authority, national
emergencies, labor difficulties, fire, flood or catastrophe, acts of God,
insurrection, war, riots, or failure of the mails, transportation,
communication or power supply. In the event of equipment breakdowns beyond
its 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 for emergency use of electronic data processing
equipment to the extent appropriate equipment is available.
22. 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.
Xxxxxx Square and the Trust shall regularly consult with each other
regarding Xxxxxx Square's performance of its obligations and its
compensation hereunder. In connection therewith, the Trust shall submit to
Xxxxxx Square at a reasonable time in advance of filing with the SEC copies
of any amended or supplemented registration statements (including exhibits)
under the 1933 Act and the 1940 Act, and a reasonable time in advance of
their proposed use, copies of any amended or supplemented forms relating to
any plan, program or service offered by the Trust. Any change in such
material which would require any change in Xxxxxx Square's obligations
hereunder shall be subject to Xxxxxx Square's approval, which shall not be
unreasonably withheld. In the event that such change materially increases
the cost to Xxxxxx Square of performing its obligations hereunder, Xxxxxx
Square shall be entitled to receive reasonable compensation therefor.
23. DURATION, TERMINATION, ETC. Neither this Agreement nor any
provisions hereof may be changed, waived, discharged or terminated orally,
but only by written instrument which shall make specific reference to this
Agreement and which 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 shall continue in effect 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 be terminated at any time by six months'
written notice given by Xxxxxx Square to the Trust or six months' written
notice given by the Trust to Xxxxxx Square; and provided further that 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 remains unremedied
for a period of time not to exceed ninety days after receipt of written
specification of such cause. Any such termination shall not affect the
rights and obligations of the parties under Section 19 hereof.
Upon the termination hereof, the Trust shall reimburse Xxxxxx Square
any fees incurred as a result of the termination conversion for any out-of-
pocket expenses reasonably incurred by Xxxxxx Square including or during
the period prior to the date of such termination. 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 a certified list of the shareholders of the
Trust (with name, address, and, if provided, tax identification or Social
Security number), a complete record of the account of each shareholder, and
all other relevant books, records and other data established or maintained
by Xxxxxx Square hereunder. Xxxxxx Square shall be liable for any losses
sustained by the Trust as a result of Xxxxxx Square's failure to accurately
and promptly provide these materials.
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 E attached hereto,
as such schedule may be amended from time to time.
24. REGISTRATION AS A TRANSFER AGENT. Xxxxxx Square represents that
it is currently registered with the appropriate Federal agency for the
registration of transfer agents, and that it will remain so registered for
the duration of this Agreement. Xxxxxx Square agrees that it will promptly
notify the Trust in the event of any material change in its status as a
registered transfer agent. Should Xxxxxx Square fail to be registered with
the FDIC or any successor regulatory authority as a transfer agent at any
time during this Agreement, the Trust may, on written notice to Xxxxxx
Square, immediately terminate this Agreement.
25. 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.
26. FURTHER ACTIONS. Each Party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the
purposes hereof.
27. 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.
28. 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.
29. 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.
30. MISCELLANEOUS. Both parties agree to perform such further acts
and execute such further documents as are necessary to effectuate the
purposes hereof. 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 may be executed simultaneously in two counterparts, each of which
taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have duly executed this agreement as
of the day and year first above written.
THE HOMESTATE GROUP
By: _____________________________
Xxxxx X. Xxxx, President
XXXXXX SQUARE MANAGEMENT
CORPORATION
By: _____________________________
Xxxxxx X. Xxxxxxxx, President
TRANSFER AGENCY AGREEMENT
SCHEDULE A
THE HOMESTATE GROUP
PORTFOLIO LISTING
The HomeState Pennsylvania Growth Fund
TRANSFER AGENCY AGREEMENT
SCHEDULE B
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;
4. The Accounting Services 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;
TRANSFER AGENCY AGREEMENT
SCHEDULE C
THE HOMESTATE GROUP
SERVICES TO BE PERFORMED
Xxxxxx Square will perform the following functions as transfer agent on an
ongoing basis with respect to each Portfolio:
a. furnish state-by-state registration reports;
b. provide toll-free lines for direct shareholder use, plus customer
liaison staff with on-line inquiry capacity;
c. mail duplicate confirmations to dealers and other financial
institutions ("Service Organization") of their clients' activity,
whether executed through the Service Organization or directly with
Xxxxxx Square;
d. provide detail for underwriter or Service Organization
confirmations and other Service Organization shareholder accounting,
in accordance with such procedures as may be agreed upon between the
Trust and Xxxxxx Square;
e. provide shareholder lists and statistical information concerning
shareholder accounts to the Trust;
f. provide timely notification of Portfolio activity and such other
information as may be agreed upon from time to time between Xxxxxx
Square and the Portfolio or the Custodian, to the Trust or the
Custodian; and
g. with respect to dividends and distributions, prepare and file
required reports with the Internal Revenue Service ("IRS"), prepare
and mail reports to shareholders as required by the IRS and described
in the Prospectus and Statement of Additional Information.
TRANSFER AGENCY AGREEMENT
SCHEDULE D
THE HOMESTATE GROUP
SHAREHOLDER RECORDS
Xxxxxx Square shall maintain records of the accounts for each shareholder
showing the following information:
a. name, address and United States Tax Identification or Social
Security number;
b. number of Shares held and number of Shares for which
certificates, if any, have been issued, including certificate numbers
and denominations;
c. historical information regarding the account of each shareholder,
including dividends and distributions paid and the date and price for
all transactions on a shareholder's account;
d. any stop or restraining order placed against a shareholder's
account;
e. any correspondence relating to the current maintenance of a
shareholder's account;
f. information with respect to withholding; and,
g. any information required in order for Xxxxxx Square to perform
any calculations contemplated or required by this Agreement.
TRANSFER AGENCY AGREEMENT
SCHEDULE E
THE HOMESTATE GROUP
FEE SCHEDULE
For the services Xxxxxx Square provides under the Transfer Agency Agreement
attached hereto, The HomeState Group (the "Trust") agrees to pay Xxxxxx
Square a fee for transfer agency services equal to the following:
Fee per Annum
Type of Trust/Account per Account
--------------------- -------------
Annual Dividend $12.00/year
Semi/Quarterly Dividend $12.00/year
Monthly Dividend $15.00/year
Daily Accrual Fund $18.00/year
calculated on a group basis and subject to a $27,000 minimum.
This transfer agency 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, 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. Such expenses include but are
not limited to the following:
a. Toll-free lines (if required)
b. Forms, envelopes, checks, checkbooks
c. Postage (bulk, pre-sort, first-class at current prevailing
rates)
d. Hardware/phone lines for remote terminal(s) (if required)
e. Microfiche/Microfilm
f. Wire fee for receipt or disbursement - $5.00 per wire
g. Mailing fee - approximately $30.00 per 1,000 items
h. Cost of proxy solicitation, mailing and tabulation (if required)
i. Certificate issuance - $2.00 per certificate
j. Record retention storage - $15.00 per cubic foot per year
k. Development/programming costs/special projects - time and
material
l. ACH transaction charges - $0.25 per transaction
m. "B" notice mailing - $5.00 per item
n. Locating lost shareholders in anticipation of escheating - $5.00
per name
Additional Expenses (paid by shareholder):
------------------------------------------
Direct XXX/Xxxxx processing $10.00 per account per annum
$ 5.00 new account set-up fee
$ 2.50 per distribution
$10.00 per transfer out
National Securities Clearing Corporation (NSCC) Charges
-------------------------------------------------------
1. - FUND/SERV
Participation Fee $50.00 per month
CPU Access Fee $40.00 per month
Transaction Fee $ .50 per transaction
NSCC will deduct it's monthly fee on the 15th of each month from Xxxxxx
Square's cash settlement that day. These charges will be included on
the next month's T/A xxxx as out-of-pocket expenses.
2. - Networking
Participation Fee $250.00 per month
CPU Access Fee $ 40.00 per month
Account Fee $ .045 per month on
monthly dividend funds
$ .030 per month on all
other dividend payables
Xxxxxx Square System Access Charges for NSCC
--------------------------------------------
1. - FUND/SERV
Base Facility Use Fee $500.00 per month
Transaction Fee $ .25 per transaction
Plus: out-of-pocket expenses for settlements, wire charges, NSCC pick-
up charges, etc.
2. - Networking
Base Facility Use Fee $500.00 per month
Matrix Level Charges:
Level 1, 2 or 4 $ .24 per account per month
Xxxxx 0 $ .06 per account per month
Xxxxxx Square Wire Order Desk:
------------------------------
Master/Omnibus Account $ 1.00 per purchase/redemption
transaction
Payment
-------
The above will be billed within the first five (5) business days of
each month and will be paid by wire within five (5) business days of
receipt.
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.
