Exhibit 9(c)
THE HOMESTATE GROUP
XXXXXX SQUARE MANAGEMENT CORPORATION
ADMINISTRATION AGREEMENT
THIS ADMINISTRATION 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 ("1940 Act"), as an open-end management investment company
and offers for public sale 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
administrative 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 and employs Xxxxxx Square
as agent to perform those services described in this Agreement for the
Trust such appointment to take effect at the close of business on the date
first written above. Xxxxxx Square shall act under such appointment and
perform the obligations thereof upon the terms and conditions hereinafter
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 administrative 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 B hereto;
and
h. All documents and records held by previous administrative
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. PORTFOLIO ADMINISTRATION. Subject to the direction and control
of the Board of Trustees of the Trust and to the extent not otherwise the
responsibility of, or provided by, the Trust or other supply agents of the
Trust, Xxxxxx Square shall provide the following administrative services:
a. Supply:
(i) office facilities (which may be in Xxxxxx Square's or
its affiliates' own offices);
(ii) non-investment related statistical and research data;
(iii)executive and administrative services;
(iv) stationery and office supplies at Trust expense;
(v) corporate secretarial services, such as the
preparation and distribution of materials at Trust
expense for meetings of the Board of Trustees or
shareholders; and
(vi) Trustees' and Officers' questionnaires.
b. Prepare and file, if necessary, reports to shareholders of
the Trust and reports with the Securities and Exchange Commission (the
"SEC"), state securities commissions and Blue Sky authorities including
preliminary and definitive proxy materials, post-effective amendments to
the Trust's registration statement, Rule 24f-2 Notices, Form N-SAR filings
and prospectus supplements;
c. Monitor the Trust's compliance with the investment
restrictions and limitations imposed by the 1940 Act, and state Blue Sky
laws and applicable regulations thereunder, the fundamental and non-
fundamental investment policies and limitations set forth in the Prospectus
and SAI, and the investment restrictions and limitations necessary for each
Portfolio of the Trust to qualify as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code")
or any successor statute;
d. Monitor sales of the Trust's shares and ensure that such
shares are properly, registered as required with the SEC and applicable
state authorities;
e. Prepare and distribute to appropriate parties notices
announcing the declaration of dividends and other distributions to
shareholders;
f. Prepare financial statements and footnotes and other
financial information with such frequency and in such format as required to
be included in reports to shareholders and the SEC;
g. Review sales literature and file such with regulatory
authorities, as necessary;
h. Provide information regarding material developments in state
securities regulation; and
i. Provide personnel to serve as officers of the Trust if so
elected by the Board of Trustees.
4. EXPENSES OF THE TRUST. The Trust agrees that it will pay all its
expenses other than those expressly stated to be payable by Xxxxxx Square
hereunder, which expenses payable by the Trust shall include, without
limitation:
a. Fees payable for investment advisory services provided by
the Trust's investment Adviser;
b. Fees payable for services provided by the Trust's
independent public accountants;
c. Fees payable for accounting services;
d. The cost of obtaining quotations for calculating the value
of the assets of each Portfolio;
e. Taxes levied against the Trust or any Portfolio;
f. Brokerage fees, xxxx-ups and commissions in connection with
the purchase and sale of portfolio securities;
g. Costs, including the interest expense, of borrowing money;
h. Costs and/or fees incident to holding meetings of the Board
of Trustees and shareholders, preparation (including typesetting and
printing charges) and mailing of prospectuses, reports and proxy materials
to the existing shareholders of the Trust, filing of reports with
regulatory bodies, maintenance of the Trust's corporate existence, and
registration of shares with federal and state securities authorities;
i. Legal fees and expenses;
j. Costs of printing share certificates representing shares of
the Trust;
k. Fees payable to, and expenses of, members of the Board of
Trustees who are not "interested persons" of the Trust;
l. Out-of-pocket expenses incurred in connection with the
provision of administration, custodial and transfer agency services;
m. Premiums payable on the fidelity bond required by Section
17(g) of the 1940 Act, and any other premiums payable on insurance policies
related to the Trust's business and the investment activities of its
Portfolios;
n. Distribution fees, if any;
o. Service fees, if any, payable by each Portfolio to the
Distributor for providing personal services to the shareholders of each
Portfolio and for maintaining shareholder accounts for those shareholders;
p. Fees, voluntary assessments and other expenses incurred in
connection with the Trust's membership in investment company organizations;
and
q. Such non-recurring expenses as may arise, including actions,
suits or proceedings to which the Trust is a party and the legal obligation
which the Trust may have to indemnify its Trust and officers with respect
thereto.
Except as otherwise agreed by Xxxxxx Square, Xxxxxx Square will not
reimburse the Trust for (or have deducted from its fees payable under this
Agreement) any Trust expenses in excess of any expense limitations imposed
by state securities commissions having jurisdiction over the sale of
Portfolio shares.
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 1940 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. 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.
Xxxxxx Square shall not be responsible for the records
required to be maintained by any predecessor administration 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 administration service provider's
computer-formatted records.
6. AUDIT, INSPECTION AND VISITATION. Xxxxxx Square shall make
available during regular business hours all records and other data created
and maintained pursuant to the foregoing provisions of this Agreement for
reasonable audit and inspection by the Trust, any person retained by the
Trust or any regulatory agency having authority over the Trust.
7. APPOINTMENT OF AGENTS. Xxxxxx Square may at any time or times in
its discretion appoint (and may at any time remove) other parties as its
agent to carry out such of the provisions of this Agreement as Xxxxxx
Square may from time to time direct; provided, however, that the
appointment of any such agent shall not relieve Xxxxxx Square of any of its
responsibilities or liabilities hereunder.
8. 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, Xxxxxx
Square shall be entitled to rely on and follow the advice received by
written instructions 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.
9. COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS. Except as
otherwise provided herein, 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.
10. 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.
11. USE OF XXXXXX SQUARE'S NAME. The Trust shall not use the name of
Xxxxxx Square or any of its affiliates in any Prospectus, SAI, sales
literature or other material relating to the Trust in a manner not approved
prior thereto in writing by Xxxxxx Square; provided, however, that Xxxxxx
Square shall approve all uses of its and its affiliates' names that merely
refer in accurate terms to their appointments hereunder or that are
required by the SEC or a state securities commission; and further provided,
that in no event shall such approval be unreasonably withheld.
12. USE OF TRUST'S NAME. Neither Xxxxxx Square nor any of its
affiliates shall use the name of the Trust or material relating to the
Trust on any forms (including any checks, bank drafts or bank statements)
for other than internal use in a manner not approved prior thereto by the
Trust; provided, however, that the Trust shall approve all uses of its name
that merely refer in accurate terms to the appointment of Xxxxxx Square
hereunder or that are required by the SEC or a state securities commission;
and further provided, that in no event shall such approval be unreasonably
withheld.
13. LIABILITY OF XXXXXX SQUARE OR AFFILIATES. Xxxxxx Square and its
affiliates shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except to the extent of a loss resulting from
willful misfeasance, bad faith, negligence or reckless disregard of their
obligations and duties under this Agreement. Any person, even though also
an officer, director, employee or agent of Xxxxxx Square or any of its
affiliates who may be or become an officer or director of the Trust, shall
be deemed, when rendering services to the Trust as such officer or acting
on any business of the Trust in such capacity (other than services or
business in connection with Xxxxxx Square's duties under this Agreement),
to be rendering such services to or acting solely for the Trust and not as
an officer, director, employee or agent or one under the control or
direction of Xxxxxx Square or any of its affiliates, even though paid by
one of those entities. Xxxxxx Square shall not be liable or responsible
for any acts or omissions of any predecessor administrator or any other
persons having responsibility for matters to which this Agreement relates
nor shall Xxxxxx Square be responsible for reviewing any such act or
omissions. Xxxxxx Square shall, however, be liable for its own acts and
omissions subsequent to assuming responsibility under this Agreement as
herein provided.
14. 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 Securities Act
of 1933, 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 from the Trust. 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 14 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.
15. 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, 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.
16. 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. Any such termination shall not affect the
rights and obligations of the parties under Section 13 hereof.
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.
17. 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 under the foregoing provisions. 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
statement of the Trust (including exhibits) under the Securities Act of
1933, as amended, 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
materials that would require any change in Xxxxxx Square's obligations
under the foregoing provisions shall be subject to the burdened party's
approval, which shall not be unreasonably withheld. In the event that a
change in such documents or in the procedures contained therein increases
the cost to Xxxxxx Square of performing its obligations hereunder by more
than an insubstantial amount, Xxxxxx Square shall be entitled to receive
reasonable compensation therefor.
18. 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.
19. 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.
20. FURTHER ACTIONS. Each Party agrees to perform such further acts
and execute such further documents as are necessary to effectuate the
purposes hereof.
21. 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.
22. 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.
23. MISCELLANEOUS. Each party agrees 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 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
ADMINISTRATION AGREEMENT
SCHEDULE A
THE HOMESTATE GROUP
PORTFOLIO LISTING AND FEE SCHEDULE
For the services Xxxxxx Square provides under the Administration Agreement
attached hereto, The HomeState Group (the "Trust") agrees to pay Xxxxxx
Square an annual administration fee as listed below equal to:
Year One
--------
$0 million to $50 million 0.15%
$50 million to $200 Million 0.10%
in excess of $200 million 0.07%
less $5,000
calculated on a group basis and subject to the following minimums:
$50,000 for initial Portfolio of Series
$20,000 for each additional Portfolio of the Series
less $5,000
Year Two
--------
$0 million to $50 million 0.15%
$50 million to $200 Million 0.10%
in excess of $200 million 0.07%
calculated on a group basis and subject to the following minimums:
$50,000 for initial Portfolio of Series
$20,000 for each additional Portfolio of the Series
Year Three
----------
$5,000 plus,
$0 million to $50 million 0.15%
$50 million to $200 Million 0.10%
in excess of $200 million 0.07%
calculated on a group basis and subject to the following minimums:
$5,000 plus,
$50,000 for initial Portfolio of Series
$20,000 for each additional Portfolio of the Series
This administration 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.
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.
ADMINISTRATION 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 Accounting Services 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;
