Exhibit No. 8(m)
MASTER FEEDER PARTICIPATION AGREEMENT
AMONG
HOMESTEAD FUNDS, INC.
AND
STATE STREET MASTER FUNDS
AND
SSGA FUNDS MANAGEMENT, INC.
DATED AS OF
MARCH 10, 2003
AGREEMENT
THIS AGREEMENT is made and entered into as of the 10th day of March
2003, by and among the Homestead Funds, Inc. (the "Company"), on behalf of its
Stock Index Fund (the "Feeder Fund"), State Street Master Funds (the "Trust"), a
trust organized under the common law of the Commonwealth of Massachusetts, on
behalf of its State Street Equity 500 Index Portfolio (the "Master Portfolio"),
and SSgA Funds Management, Inc. (the "Adviser"), the investment adviser to the
Master Portfolio.
WITNESSETH
WHEREAS, the Feeder Fund and the Master Portfolio are each open-end
management investment companies and the Feeder Fund and the Master Portfolio
have the same investment objectives and substantively the same investment
policies;
WHEREAS, the Feeder Fund desires to invest all of its investable
assets in the Master Portfolio in exchange for a beneficial interest in the
Master Portfolio (the "Investment") on the terms and conditions set forth in
this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual
promises herein made and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
I
THE INVESTMENT
1.1 The Feeder Fund will invest all of its investable assets in the
Master Portfolio and, in exchange therefor, the Master Portfolio agrees to issue
to the Feeder Fund a beneficial interest in the Master Portfolio equal in value
to the net value of the assets of the Feeder Fund conveyed to the Master
Portfolio (the "Account"). The Feeder Fund may add to or reduce its investment
in the Master Portfolio in the manner described in the Master Portfolio's
registration statement on Form N-1A, as it may be amended from time to time (the
"Master Portfolio's N-1A"). The Feeder Fund's aggregate interest in the Master
Portfolio would then be recomputed in accordance with the method described in
the Master Portfolio's N-1A.
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1.2 On each date of Investment, the Feeder Fund shall authorize the
Feeder Fund's custodian to deliver all of the assets held by such custodian to
the Master Portfolio's custodian. The Master Portfolio's custodian shall
acknowledge its acceptance of the assets. In addition, each party shall deliver
to the other such bills of sale, checks, assignments, securities instruments,
receipts or other documents as such other party or its counsel may reasonably
request.
II
REPRESENTATIONS AND WARRANTIES
2.1 The Company on behalf of the Feeder Fund represents and warrants
to the Trust and the Master Portfolio (which representations and warranties
shall be deemed made at and as of this date and at and as of all times when this
Agreement is in effect) that:
(a) The Feeder Fund is a series of the Homestead Funds, Inc.
which is a corporation duly organized and validly existing under the laws of the
State of Maryland, and has the requisite power and authority to own its property
and conduct its business as now being conducted and as proposed to be conducted
pursuant to this Agreement.
(b) The execution and delivery of this Agreement by the Feeder
Fund and the consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Feeder Fund by the
Company's Board of Directors and no other action or proceeding is necessary for
the execution and delivery of this Agreement by the Company, the performance by
the Company of its obligations hereunder and the consummation by the Feeder Fund
of the transactions contemplated hereby. This Agreement has been duly executed
and delivered by the Feeder Fund and constitutes a legal, valid and binding
obligation of the Feeder Fund, enforceable against it in accordance with its
terms.
(c) The Feeder Fund is not under the jurisdiction of a court in a
proceeding under Title 11 of the United States Code (the "Bankruptcy Code") or
similar case within the meaning of Section 368(a) (3) (A) of the Bankruptcy
Code.
(d) The fiscal year end for the Feeder Fund is December 31.
(e) The Feeder Fund has duly filed all forms, reports, proxy
statements and other documents (collectively, the "SEC Filings") required to be
filed under the Securities Act of 1933, as amended (the "1933 Act"), the
Securities Exchange Act of 1934 (the "1934 Act") or the Investment Company Act
of 1940, as amended (the "1940 Act" and, together with the 1933 Act and the 1934
Act, the "Securities Laws") in connection with the registration of its shares,
any meetings of its shareholders and its registration as an investment company.
The SEC Filings were prepared in accordance with the requirements of the
Securities Laws, as applicable, and the rules and regulations of the Securities
and Exchange Commission (the "SEC") thereunder, and did not at the time of their
filing contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.
(f) The Feeder Fund has duly registered as an open-end management
investment company under the 1940 Act and the Feeder Fund and its shares are
registered or qualified in any states where such registration or qualification
is necessary and such registrations or qualifications are in full force and
effect. The Feeder Fund is and will at all times when it owns or purchases
interests in the Master Portfolio be registered as an open-end investment
company under the 1940 Act.
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(g) The Feeder Fund understands and agrees that the interests in
the Master Portfolio (the "Interests") have not been registered and will not be
registered under the 1933 Act or any state securities law, and that the
Interests offered and the offering of the Interests have not been approved,
disapproved, or passed on by any federal or state regulatory agency or
commission, securities or commodities exchange, or other self-regulatory
organization. The sale of interests is being made privately by the Master
Portfolio pursuant to the private placement exemption from registration provided
by Section 4(2) of the 1933 Act.
(h) The Feeder Fund acknowledges that it has received copies of
the Offering Memorandum of the Master Portfolio (the "Memorandum") and of the
Master Portfolio's Declaration of Trust and By-Laws. The Feeder Fund has read,
understands, and is fully familiar with each of those documents and has received
adequate information concerning all matters that the Feeder Fund considers
material to a decision to purchase the Interests.
(i) The Interests subscribed for will be acquired solely by and
for the account of the Feeder Fund, solely for investment, and are not being
purchased for resale or distribution. The Feeder Fund has no existing or
contemplated agreement or arrangement with any person to sell, exchange,
transfer, assign, pledge, or otherwise dispose of the interests. The Feeder Fund
acknowledges and agrees that the interests are non-transferable.
(j) The Feeder Fund has relied solely upon the Memorandum, the
advice of its tax or other advisers, and independent investigations made by the
Feeder Fund in purchasing the Interests. No representations or agreements other
than those set forth in the Memorandum and in this Agreement have been made to
the Feeder Fund by the Master Portfolio.
(k) The Feeder Fund agrees to notify the Trust promptly if there
is any change with respect to any of the information, representations, or
warranties contained herein and to provide such further information as the Trust
may reasonably request.
(l) The Feeder Fund acknowledges that (i) it is a "financial
institution" as defined in the Bank Secrecy Act (the "BSA") and/or (ii) it
relies on service providers that are "financial institutions" to perform
functions of handling customer applications, creating shareholder accounts,
receiving funds, processing transactions for customer accounts, and withdrawing
and distributing funds from customer accounts. The Feeder Fund also acknowledges
that it, and/or its service providers on its behalf, are required to comply with
the BSA and the USA PATRIOT Act of 2001 (the "AML Laws").
2.2 The Trust on behalf of the Master Portfolio represents and
warrants to the Company and the Feeder Fund (which representations and
warranties shall be deemed made at and as of this date and at all times when
this Agreement is in effect) that:
(a) The Master Portfolio is a series of the State Street Master
Funds, a trust duly organized and validly existing under the Commonwealth of
Massachusetts, which has the requisite power and authority to own its property
and conduct its business as now being conducted and as proposed to be conducted
pursuant to this Agreement.
(b) The execution and delivery of this Agreement by the Trust and
the consummation of the transactions contemplated hereby have been duly
authorized by all necessary action on the part of the Trust by its Board of
Trustees and no other action or proceeding is necessary for the execution and
delivery of this Agreement by the Trust, the performance by the Trust of its
obligations hereunder and the consummation by the Trust of the transactions
contemplated hereby. This Agreement has been duly executed and delivered by the
Trust and constitutes a legal, valid and binding obligation of the Trust,
enforceable against it in accordance with its terms.
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(c) The issuance by the Master Portfolio of the Interests in
exchange for the Investment by the Feeder Fund of its assets has been duly
authorized by all necessary action on the part of the Board of Trustees of the
Trust. When issued in accordance with the terms of this Agreement, the Interests
will be validly issued, fully paid and non-assessable by the Master Portfolio.
(d) The Master Portfolio is not under the jurisdiction of a court
in a proceeding under Title 11 of the Bankruptcy Code or similar case within the
meaning of Section 368(a)(3)(A) of the Bankruptcy Code.
(e) The fiscal year end of the Master Portfolio is December 31.
(f) The Master Portfolio has duly filed all SEC Filings required
to be filed with the SEC pursuant to the 1934 Act and the 1940 Act in connection
with any meetings of its investors and its registration as an investment
company. The SEC Filings were prepared in accordance with the requirements of
the Securities Laws, as applicable, and the rules and regulations of the SEC
thereunder, and do not contain any untrue statement of a material fact or omit
to state any material fact required to be stated therein or necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading.
(g) The Master Portfolio is duly registered as an open-end
management investment company under the 1940 Act and such registration is in
full force and effect.
(h) The Master Portfolio's assets, and the income generated
therefrom, will be managed in such a way that the Feeder Fund will meet the
requirements of Sections 851(b)(2), 851(b)(3)(A) and (B), and 853(a)(1) of the
Internal Revenue Code (the "IRS Code").
(i) The Master Portfolio will provide the Feeder Fund with a
description of its allocable share of income, expenses, and realized gains
and/or losses, for utilization in determining the Feeder Fund's required
distributions under Sections 852 and 4982 of the IRS Code.
III
COVENANTS AND INDEMNIFICATION
3.1 The Feeder Fund covenants that:
(a) The Feeder Fund will own no investment security other than
its Account in the Master Portfolio for all periods during which this Agreement
is in effect.
(b) If requested to vote on matters pertaining to the Master
Portfolio, the Feeder Fund will comply with Section 12(d)(1)(E)(iii)(aa) of the
1940 Act and either (i) call a meeting of shareholders of the Feeder Fund for
the purpose of seeking instructions from shareholders regarding such matters and
vote the Feeder Fund's Interests proportionally as instructed by Feeder Fund
shareholders, as well as vote the Feeder Fund's Interests with respect to the
shares held by Feeder Fund shareholders who do not give voting instructions in
the same proportion as the shares of Feeder Fund shareholders who do give voting
instructions, or (ii) vote the Interests held by the Feeder Fund in the same
proportion as the vote of all other interestholders of the Master Portfolio. If
the Feeder Fund elects to call a meeting of its shareholders, the Feeder Fund
will hold each such meeting of Feeder Fund shareholders in accordance with a
timetable reasonably established by the Master Portfolio. If, and to the extent,
the requested vote pertains to a change in control of the Adviser, the Adviser
will bear the costs and expenses of calling and holding such meeting including,
but not limited to, the cost of preparing, filing, printing, and mailing proxy
statements.
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(c) The Feeder Fund will furnish the Master Portfolio, at least
five (5) business days prior to filing or first use, as the case may be, with
drafts of amendments to its registration statement on Form N-lA and prospectus
supplements or amendments relating to the Feeder Fund. The Feeder Fund will
furnish the Master Portfolio with any proposed advertising or sales literature
relating to the Feeder Fund at least three (3) business days prior to filing or
first use; provided, however, that such advance notice shall not be required for
advertising or sales literature that merely references the name of the Feeder
Fund. The Feeder Fund agrees that it will include in all such Feeder Fund
documents any disclosures that may be required by law and it will include in all
such Feeder Fund documents any material comments reasonably made by the Master
Portfolio and its counsel. The Master Portfolio will, however, in no way be
liable for any errors or omissions in such documents, whether or not it makes
any objection thereto, except to the extent such errors or omissions result from
information provided in writing by the Master Portfolio specifically for use
therein. The Feeder Fund will not make any other written or oral representation
about the Master Portfolio without its prior written consent.
(d) The Feeder Fund agrees to comply with the AML Laws and to
provide such information and documentation, including copies of procedures and
certifications, evidencing compliance with the AML Laws as may be requested by
the Master Portfolio from time to time.
3.2 Indemnification by Feeder Fund.
(a) Feeder Fund will indemnify and hold harmless the Master
Portfolio, and the Trust and its respective trustees, directors, officers and
employees and each other person who controls the Master Portfolio, as the case
may be, within the meaning of Section 15 of the 1933 Act (each, a "Covered
Person" and collectively, "Covered Persons"), against any and all losses,
claims, demands, damages, liabilities and expenses (each, a "Liability" and
collectively, the "Liabilities") (including the reasonable cost of investigating
and defending against any claims therefor and any counsel fees and expenses
incurred in connection therewith), joint or several, that
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in any registration
statement, any prospectus, or any amendment thereof or supplement thereto, or
any advertisement or sales literature, or any other document or publication
filed, created, or published or otherwise disseminated by the Feeder Fund, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading; provided, however, that the Feeder Fund will
not be liable in any such case to the extent that such Liability arises out of
or is based upon any untrue statement or omission in or from any thereof in
reliance upon and in conformity with written information furnished to the Feeder
Fund by the Master Portfolio specifically for use therein;
(ii) result from the failure of any representation or warranty
made by the Company on behalf of the Feeder Fund to be accurate when made or the
failure of the Company or the Feeder Fund to perform any covenant contained
herein or to otherwise comply with the terms of this Agreement; or
(iii) arise out of any failure of the Feeder Fund or any
director, officer, employee or agent of the Company, to comply with any
applicable law.
(b) The Feeder Fund will be entitled to participate at its own
expense in the defense or, if it so elects, to assume the defense of any suit
brought to enforce any such liability, but, if the Feeder Fund elects to assume
the defense, such defense shall be conducted by counsel chosen by the Feeder
Fund and reasonably acceptable to the Master Portfolio. In the event the Feeder
Fund elects to assume the defense of any such suit and retain such counsel, each
Covered Person and any other defendant or
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defendants may retain additional counsel, but shall bear the fees and expenses
of such counsel unless (A) the Feeder Fund shall have specifically authorized
the retaining of such counsel or (B) the parties to such suit include any
Covered Person and the Feeder Fund, and any such Covered Person has been advised
by counsel that one or more legal defenses may be available to it that may not
be available to the Feeder Fund, in which case the Feeder Fund shall not be
entitled to assume the defense of such suit notwithstanding its obligation to
bear the fees and expenses of such counsel. The Feeder Fund shall not be liable
to indemnify any Covered Person for any settlement of any claim effected without
the Feeder Fund's written consent, which consent shall not be unreasonably
withheld or delayed. The indemnities set forth in paragraph (a) will be in
addition to any liability that the Feeder Fund might otherwise have to a Covered
Person.
3.3 Indemnification by the Master Portfolio and the Adviser.
(a) The Master Portfolio will indemnify and hold harmless the
Feeder Fund and the Company and its respective directors, officers and employees
and each other person who controls the Feeder Fund, as the case may be, within
the meaning of Section 15 of the 1933 Act (each, a "Covered Person" and
collectively, "Covered Persons"), against any and all losses, claims, demands,
damages, liabilities and expenses (each, a "Liability" and collectively, the
"Liabilities") (including the reasonable costs of investigating and defending
against any claims therefor and any counsel fees incurred in connection
therewith), joint or several; that
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the Master
Portfolio's N-1A, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided, however, that
the Master Portfolio will not be liable in any such case to the extent that any
such Liability arises out of or is based upon any untrue statement or omission
in or from the Master Portfolio's N-1A made in reliance upon and in conformity
with written information furnished to the Master Portfolio by the Feeder Fund
specifically for use therein (for this purpose, information of any kind
contained in any filing by the Feeder Fund with the Securities and Exchange
Commission being deemed to have been so furnished to the Master Portfolio);
(ii) result from the failure of any representation or warranty
made by the Master Portfolio to be accurate when made or the failure of the
Master Portfolio to perform any covenant contained herein or to otherwise comply
with the terms of this Agreement;
(iii) arise out of any failure of the Master Portfolio or any
director, trustee, officer, employee, or agent of the Trust to comply with any
applicable law, insofar as such Liabilities arise out of or are based upon the
grounds or alleged grounds that any direct or indirect omission or commission by
the Master Portfolio caused or continues to cause the Feeder Fund to violate any
applicable law, but only to the extent that such Liabilities do not arise out of
and are not based upon an omission or commission of the Feeder Fund;
(iv) arise out of any failure of the Master Portfolio to
comply with any of the Master Portfolio's investment policies, restrictions, and
limitations as set forth in the currently effective Master Portfolio N-1A;
(v) arise out of the Master Portfolio's having caused the
Feeder Fund to fail to qualify as a regulated investment company under the IRS
Code; or
(vi) arise out of or are based upon a materially inaccurate
calculation of the Master Portfolio's net asset value (whether by the Portfolio
or any party retained for that purpose).
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(b) The Adviser will indemnify and hold harmless each Covered
Person against any and all Liabilities (including the reasonable costs of
investigating and defending against any claims therefor and any counsel fees
incurred in connection therewith), joint or several; that
(i) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in the following
sections of the currently effective Master Portfolio's Portfolio N-1A: Item 4,
the first three paragraphs of Item 6, Item 12, Item 15 (excluding Administrator,
Custodian and Transfer Agent and Counsel and Independent Auditors), and Item 16,
or arise out of or are based upon the omission or alleged omission to state in
those sections a material fact required to be stated therein or necessary to
make the statements therein not misleading; provided, however, that the Adviser
will not be liable in any such case to the extent that any such Liability arises
out of or is based upon any untrue statement or omission in or from the
currently effective Master Portfolio's N-1A made in reliance upon and in
conformity with written information furnished to the Master Portfolio by the
Feeder Fund specifically for use therein (for this purpose, information of any
kind contained in any filing by the Feeder Fund with the Securities and Exchange
Commission being deemed to have been so furnished to the Master Portfolio);
(ii) arise out of any failure of the Adviser, or any director,
trustee, officer, employee, or agent of the Adviser, to comply with any
applicable law, insofar as such Liabilities arise out of or are based upon the
grounds or alleged grounds that any direct or indirect omission or commission by
the Adviser caused or continues to cause the Feeder Fund to violate any
applicable law, but only to the extent that such Liabilities do not arise out of
and are not based upon an omission or commission of the Feeder Fund;
(iii) arise out of any failure of the Adviser to comply with
any of the Master Portfolio's investment policies, restrictions, and limitations
as set forth in the currently effective Master Portfolio N-1A; or
(iv) arise out of the Adviser's activities for the Master
Portfolio having caused the Feeder Fund to fail to qualify as a regulated
investment company under the IRS Code.
(c) The Master Portfolio and the Adviser will each be entitled to
participate at their own expense in the defense or, if either so elects, to
assume the defense of any suit brought to enforce any such liability, but, if
either elects to assume the defense, such defense shall be conducted by counsel
chosen by the Master Portfolio or the Adviser, respectively. In the event that
the Master Portfolio or the Adviser elects to assume the defense of any such
suit and retain such counsel, each Covered Person and any other defendant or
defendants may retain additional counsel, but shall bear the fees and expenses
of such counsel unless (A) the Master Portfolio and the Adviser shall have
specifically authorized the retaining of such counsel or (B) the parties to such
suit include any Covered Person, the Master Portfolio, or the Adviser and any
such Covered Person has been advised by counsel that one or more legal defenses
may be available to it that may not be available to the Master Portfolio or the
Adviser, in which case the Master Portfolio or Adviser shall not be entitled to
assume the defense of such suit notwithstanding its obligation to bear the fees
and expenses of such counsel. The Master Portfolio and the Adviser shall not be
liable to indemnify any Covered Person for any settlement of any claim affected
without the Master Portfolio's and the Adviser's written consent, which consent
shall not be unreasonably withheld or delayed. The indemnities set forth in
paragraph (a) will be in addition to any liability that the Master Portfolio or
the Adviser might otherwise have to a Covered Person.
3.4 Allocation of Losses.
(a) If the indemnification provided for in Section 3.2 or Section
3.3 is for any reason unavailable to or insufficient to hold harmless a Covered
Person in respect of any losses, claims,
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demands, damages, liabilities, or expenses referred to therein, then each
indemnifying party shall contribute to the aggregate amount of any losses,
claims, demands, damages, liabilities, or expenses incurred by such Covered
Person in such proportion as is appropriate to reflect the relative fault of the
Feeder Fund and the Master Portfolio in connection with the statements or
omissions or other action or failure to act which resulted in such losses,
liabilities, claims, damages, or expenses, as well as any other relevant
equitable considerations.
(b) In the case of any such untrue or alleged untrue statement of
a material fact or omission or alleged omission to state a material fact, the
relative fault of the Feeder Fund and the Master Portfolio shall be determined
by reference to, among other things, whether any such untrue statement or
alleged untrue statement or omission or alleged omission related to information
supplied by the Feeder Fund or the Master Portfolio and the parties' relative
intent, knowledge, access to information, and opportunity to correct or prevent
such statement or omission.
(c) The Feeder Fund and the Master Portfolio agree that it would
not be just and equitable if contribution pursuant to this Section 3.4 were
determined by any method of allocation which does not take account of the
equitable considerations referred to above in this Section 3.4. The aggregate
amount of losses, claims, demands, damages, liabilities, and expenses incurred
by a Covered Person and referred to above in this Section 3.4 shall be deemed to
include any legal or other expenses reasonably incurred by such Covered Person
in investigating, preparing, or defending against any litigation or any
investigation or proceeding or any such claims and reasonable counsel fees and
expenses incurred in connection therewith.
(d) For purposes of this Section 3.4, each person, if any, who
controls the Feeder Fund or the Master Portfolio within the meaning of Section
15 of the 1933 Act or Section 20 of the Securities Exchange Act of 1934, as
amended, shall have the same rights to contribution as the Feeder Fund or the
Master Portfolio, as the case may be, and each director or trustee, officer, or
employee of the Trust or the Company and each officer thereof who signed a
registration statement shall have the same rights to contribution as the Feeder
Fund or the Master Portfolio, as the case may be.
IV
ADDITIONAL AGREEMENTS
4.1 Each party agrees that it shall hold in strict confidence all
data and information obtained from the other party (unless such information is
or becomes readily ascertainable from public or published information or trade
sources) and shall ensure that its officers, employees and authorized
representatives do not disclose such information to others without the prior
written consent of the party from whom it was obtained, except if disclosure is
required by the SEC, any other regulatory body or the Feeder Fund's or Master
Portfolio's respective auditors, or in the opinion of counsel such disclosure is
required by law, and then only with as much prior written notice to the other
party as is practical under the circumstances.
4.2 No party shall issue any press release or otherwise make any
public statements with respect to the matters covered by this Agreement without
the prior consent of the other parties hereto, which consent shall not be
unreasonably withheld; provided, however, that consent shall not be required if,
in the opinion of counsel, such disclosure is required by law, provided further,
however, that the party making such disclosure shall provide the other parties
hereto with as much prior written notice of such disclosure as is practical
under the circumstances.
V
TERMINATION, AMENDMENT AND WAIVER
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5.1 Termination.
(a) This Agreement may be terminated by the Company upon five (5)
business days notice to the Trust.
(b) This Agreement may be terminated at any time by the Company
by withdrawing all of the Feeder Fund's Interest in the Master Portfolio.
(c) This Agreement may be terminated on not less than 120 days'
prior written notice by the Trust to the Company.
(d) This Agreement may be terminated at any time immediately upon
written notice to the other parties in the event that formal proceedings are
instituted against another party to this Agreement by the SEC or any other
regulatory body, provided that the terminating party has a reasonable belief
that the institution of the proceeding is not without foundation and will have a
material adverse impact on the terminating party.
(e) The indemnification and contribution obligations set forth in
Article III and the confidentiality provisions in Section 4.1 shall survive the
termination of this Agreement.
5.2 This Agreement may be amended, modified or supplemented at any
time in such manner as may be mutually agreed upon in writing by the parties.
VI
GENERAL PROVISIONS
6.1 All notices and other communications given or made pursuant
hereto shall to in writing and shall be deemed to have been duly given or made
when actually received in person or by fax, or three days after being sent by
certified or registered United States mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Feeder Fund:
Homestead Funds, Inc.
0000 Xxxxxx Xxxx., XXX0-000
Xxxxxxxxx, XX 00000
Attn: Xxxxxxxx Xxxxxx
If to the Master Portfolio:
State Street Master Funds
c/o State Street Bank and Trust Company
X.X. Xxx 0000
Xxxxxx, XX 00000
Attn: Xxxxx Xxxxxxx
Either party to this Agreement may change the identity of the person to receive
notice by providing written notice thereof to all other parties to the
Agreement.
6.2 Unless stated otherwise herein, all costs and expenses associated
with this Agreement and the transactions contemplated hereby shall be paid by
the party incurring such costs and expenses.
6.3 The headings and captions contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
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6.4 If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner adverse to any
party. Upon such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the extent possible.
6.5 This Agreement and the agreements and other documents delivered
pursuant hereto set forth the entire understanding between the parties
concerning the subject matter of this Agreement and incorporate or supersede all
prior negotiations and understandings. There are no covenants, promises,
agreements, conditions or understandings, either oral or written, between them
relating to the subject matter of this Agreement other than those set forth
herein.
6.6 Each and all of the provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and, except as otherwise
specifically provided in this Agreement, their respective successors and
assigns. Notwithstanding the foregoing, no party shall make any assignment of
this Agreement or any rights or obligations hereunder without the written
consent of all other parties.
6.7 This Agreement shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to the
choice of law or conflicts of law provisions thereof.
6.8 This Agreement may be executed in any number of counterparts, all
of which shall constitute one and the same instrument, and any party hereto may
execute this Agreement by signing one or more counterparts.
6.9 Nothing herein expressed or implied is intended or shall be
construed to confer upon or give any person, other than the parties hereto and
their successors or assigns, any rights or remedies under or by reason of this
Agreement.
6.10 Any uncertainty or ambiguity existing herein shall not
presumptively be interpreted against any party, but shall be interpreted
according to the application of the rules of interpretation for arm's length
agreements.
6.11 Each party expressly acknowledges the provision in the Articles
of Incorporation of the Company and the Declaration of Trust of the Trust
limiting the personal liability of shareholders and the officers and trustees of
the Feeder Fund and the Master Portfolio, respectively.
6.12 The parties hereto agree and acknowledge that (a) the Company
has entered into this Agreement solely on behalf of the Feeder Fund and that no
other party, or other series of the Company, shall have any obligation hereunder
with respect to any liability of the Feeder Fund arising hereunder; (b) the
Trust has entered into this Agreement solely on behalf of the Master Portfolio
and that no other series of the Trust shall have any obligation hereunder with
respect to any liability of the Master Portfolio arising hereunder; and (c) no
series or feeder participant of the Master Portfolio shall be liable to any
other series or feeder participant of the Master Portfolio.
6.13 It is expressly acknowledged and agreed that the obligations of
the Trust hereunder shall not be binding upon any of the interest holders,
Trustees, officers, employees or agents of the Trust personally, but shall bind
only the trust property of the Trust, as provided in its Declaration of Trust.
The
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execution and delivery of this Agreement have been authorized by the Trustees of
the Trust and this Agreement will be signed by an officer of the Trust, acting
as such, and neither such authorization by such Trustees nor such execution and
delivery by such officer shall be deemed to have been made by any of them
individually or to impose any liability on any of them personally, but shall
bind only the trust property of the Trust as provided in its Declaration of
Trust.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers, thereunto duly authorized, as of the date
first written above.
HOMESTEAD FUNDS, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------------------------------
Its: President
------------------------------------------
STATE STREET MASTER FUNDS
/s/ Xxxxxxxx Xxxxxxx
----------------------------------------------
By: Xxxxxxxx Xxxxxxx
Its: President
------------------------------------------
SSGA FUNDS MANAGEMENT, INC.
By: /s/ Xxx Xxxxxxx
-------------------------------------------
Its: President
Xxx Xxxxxxx
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