Exhibit 8
WTC Custody for Mutual Fund/
Business Trust
Multiple Portfolios
Rev. 5/15/96
CUSTODY AGREEMENT
This Agreement is made as of the 15th day of
September, 1997, BETWEEN THE HOMESTATE GROUP, a common
law trust organized under the laws of Pennsylvania (the
"Trust"), having its principal place of business in
Lancaster, Pennsylvania, and WILMINGTON TRUST COMPANY, a
Delaware corporation (the "Custodian"), 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
(each series, a "Fund" and collectively, the "Funds"), each
share having no par value, and each Fund corresponding to a
distinct portfolio;
WHEREAS, each share of beneficial interest
(collectively, "Shares") of a Fund represents an undivided
interest in the assets of that Fund, subject to the
liabilities of that Fund, as more fully described in the
Declaration of Trust pursuant to which the Trust is created
and governed;
WHEREAS, the Trust desires to employ the Custodian to
provide custody services; and
WHEREAS, the Custodian is willing to furnish custody
services to the Trust on the terms and conditions
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, and intending to be
legally bound, the parties agree as follows:
I. Employment of Custodian; Property of the Trust to be
----------------------------------------------------
Held by the Custodian
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The Trust hereby employs the Custodian as the custodian
of its assets. The Trust agrees to deliver to the Custodian
substantially all securities and cash owned by it on behalf
of the Fund(s) from time to time, and substantially all
income, principal, capital distributions or other payments
received by it with respect to such securities, and the cash
consideration received for the issuance and sale of Shares
of the Trust from time to time. The Custodian will not be
responsible for any property of the Trust not delivered to
the Custodian.
II. Duties of the Custodian with Respect to Property of the
-------------------------------------------------------
Trust Held by the Custodian
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A. Holding Securities
------------------
The Custodian will hold, earmark and physically
segregate for the account of each Fund all non-cash
property, including all securities owned by the Trust on
behalf of the Fund(s), other
than securities maintained pursuant to Article II, Section J
hereof in a clearing agency which acts as a securities
depository or in an authorized book-entry system authorized
by the U.S. Department of the Treasury, collectively
referred to herein as a ``Securities System.''
B. Delivery of Securities
----------------------
The Custodian will deliver securities held by the
Custodian or in a Securities System account only upon
receipt of proper instructions, which may be continuing
instructions, and only in the following cases:
1. Upon sale of such securities for the account
of each Fund and receipt of payment therefor;
2. Upon receipt of payment in connection with
any repurchase agreement related to such securities
entered into by the Trust with respect to any Fund;
3. In the case of a sale effected through a Securities
System, in accordance with the provisions of Article
II, Section J hereof;
4. To the depository agent in connection with tenders
or other similar offers for securities of each Fund;
5. To the issuer thereof, or its agent, when such
securities are called, redeemed, retired or
otherwise become payable; provided that, in any
such case, the cash or other consideration is to
be delivered to the Custodian;
6. To the issuer thereof, or its agent, for
registration or re-registration pursuant to the
provisions of Article II, Section C hereof; or for
exchange for a different number of certificates or
other evidence representing the same aggregate
face amount or number of units; provided that, in
any such case, the new securities are to be
delivered to the Custodian;
7. To the broker selling such securities for
examination in accordance with the ``street
delivery'' custom; provided that the Custodian
will maintain procedures to ensure prompt return
to the Custodian by the broker in the event the
broker elects not to accept such securities;
8. For exchange or conversion pursuant to any
plan of merger, consolidation, recapitalization,
reorganization or readjustment of the securities
of the issuer or pursuant to provisions for
conversion contained in such securities, or
pursuant to any deposit agreement; provided that,
in any such case, the new securities and cash, if
any, are to be delivered to the Custodian;
9. In the case of warrants, rights or similar
securities, the surrender thereof in the exercise
of such warrants, rights or similar securities or
the surrender of interim receipts or temporary
securities for definitive securities; provided
that, in any such case, the new securities and
cash, if any, are to be delivered to the
Custodian;
10. For delivery in connection with any loans of
securities made by the Trust on behalf of any
Fund, but only against receipt of adequate
collateral, as agreed upon from time to time by
the Custodian and the Trust, which may be in the
form of cash or obligations issued by the United
States government, its agencies or instrumentalities;
11. For delivery as security in connection with
any borrowing by the Trust on behalf of any Fund
requiring a pledge of assets by the Trust on
behalf of that Fund against receipt of amounts
borrowed;
12. Upon receipt of instructions from the
transfer agent for the Trust (the "Transfer
Agent") for delivery to the Transfer Agent or to
holders of Shares in connection with distributions
in kind in satisfaction of requests by holders of
Shares for repurchase or redemption; and
13. For any other proper corporate purposes, but
only upon receipt of, in addition to proper
instructions, a certified copy of a resolution of
the Board of Trustees signed by an officer of the
Trust and certified by the Secretary or an
Assistant Secretary, specifying the securities to
be delivered, setting forth the purpose for which
such delivery is to be made, declaring such
purposes to be proper corporate purposes, and
naming the persons to whom delivery of such
securities will be made.
C. Registration of Securities
--------------------------
Securities held by the Custodian (other than bearer
securities) will be registered in the name of the Trust on
behalf of the Fund(s), or in the name of any nominee of the
Trust, the Custodian or any Securities System, or in the
name or nominee name of any agent or sub-custodian appointed
pursuant to Article II, Section I hereof, provided that the
Custodian will maintain a mechanism for identifying all
securities belonging to each Fund, wherever held or
registered. All securities accepted by the Custodian on
behalf of the Trust for the Fund(s) hereunder will be in
``street name'' or other good delivery form.
D. Bank Accounts
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If requested by the Trust, the Custodian will open and
maintain a separate bank account or accounts in the name of
the Trust, subject only to draft or order by the Custodian
acting pursuant to the terms of this Agreement, and will
hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of
the Fund(s), other than cash maintained by the Trust in a
bank account established and used in accordance with Rule
17f-3 under the 1940 Act.
E. Payment for Shares
------------------
The Custodian will receive from the distributor of the
Shares of the Fund(s) or from the Transfer Agent and deposit
into each Fund's custody account payments received for
Shares of such Fund issued or sold from time to time by the
Trust. The Custodian will provide timely notification to
the Trust and the Transfer Agent of any receipt by it of
cash payments for Shares of the Fund(s).
F. Collection of Income and Other Payments
---------------------------------------
The Custodian will collect on a timely basis all income
and other payments with respect to securities held hereunder
to which the Trust and each of the Fund(s) will be entitled
by law or pursuant to custom in the securities business, and
will credit such income and other payments, as collected, to
each Fund's custody account.
G. Payment of Trust Moneys
-----------------------
Upon receipt of proper instructions, which may be
continuing instructions, the Custodian will pay out moneys
of the Trust on behalf of the Fund(s) in the following cases
only:
1. Upon the purchase of securities for the
account of each Fund, but only (a) against the
delivery of such securities to the Custodian (or
any bank, banking firm or trust company doing
business in the United States or abroad which is
qualified under the 1940 Act to act as a custodian
and has been designated by the Trust or by the
Custodian as its agent for this purpose); (b) in
the case of a purchase effected through a
Securities System, in accordance with the
conditions set forth in Article II, Section J
hereof or; (c) in the case of repurchase
agreements entered into between the Trust on
behalf of the Fund and the Custodian, or another
bank, (i) against delivery of securities either in
certificate form or through an entry crediting the
Custodian's account at the Federal Reserve Bank
with such securities and with an indication on the
books of the Custodian that such securities are
held for the benefit of the Fund, and (ii) against
delivery of the receipt evidencing purchase by the
Trust on behalf of the Fund of securities owned by
the Custodian or other bank along with written
evidence of the agreement by the Custodian or
other bank to repurchase such securities from the
Trust on behalf of the Fund;
2. In connection with conversion, exchange or
surrender of securities owned by the Trust on
behalf of any Fund as set forth in Article II,
Section B hereof;
3. For the redemption or repurchase of Shares as
set forth in Article II, Section H hereof;
4. For the payment of any expense or liability
incurred by the Trust with respect to the Fund(s),
including, but not limited to, the following
payments for the account of the Fund(s): interest,
dividend disbursements, taxes, trade association
dues, advisory, administration, accounting,
transfer agent and legal fees, and operating
expenses allocated to the Trust or the Fund(s)
whether or not such expenses are to be in whole or
part capitalized or treated as deferred expenses;
5. For the payment of any dividend declared on
behalf of the Fund(s) pursuant to the governing
documents of the Trust; and
6. For any other proper corporate purposes, but
only upon receipt of, in addition to proper
instructions, a certified copy of a resolution of
the Board of Trustees of the Trust signed by an
officer of the Trust and certified by its
Secretary or an Assistant Secretary, specifying
the amount of such payment, setting forth the
purpose for which such payment is to be made,
declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom
such payment is to be made.
H. Payments for Repurchase or Redemptions of Shares of the Fund(s)
---------------------------------------------------------------
From such funds as may be available, the Custodian
will, upon receipt of instructions from the Transfer Agent,
make funds available for payment to holders of Shares of the
Fund(s) who have delivered to the Transfer Agent a request
for redemption or repurchase of their Shares. In connection
with the redemption or repurchase of Shares, the Custodian
is authorized upon receipt of instructions from the Transfer
Agent to wire funds to a commercial bank designated by the
redeeming shareholders.
I. Appointment of Agents
---------------------
The Custodian may at any time in its discretion
appoint, but only in accordance with an applicable vote by
the Board of Trustees of the Trust, any bank or trust
company, which is qualified under the 1940 Act to act as a
custodian, as its agent or sub-custodian to carry out such
of the provisions of this Article II as the Custodian may
from time to time direct; provided that the appointment of
any such agent or sub-custodian will not relieve the
Custodian of any of its responsibilities or liabilities
hereunder. The Custodian is hereby authorized to deposit,
arrange for deposit and/or maintain foreign securities owned
by the Trust on behalf of the Fund(s) with the Custodian's
agent Bankers Trust Company or with the subcustodians or
agents of the Custodian's agent.
J. Deposit of Trust Assets in Securities Systems
---------------------------------------------
The Custodian may deposit and/or maintain securities
owned by the Trust on behalf of the Fund(s) in a clearing
agency registered with the Securities and Exchange
Commission (the "SEC") under Section 17A of the Securities
Exchange Act of 1934, which acts as a securities depository,
or in the book-entry system authorized by the U.S.
Department of the Treasury and certain federal agencies
(collectively referred to herein as a ``Securities System'')
in accordance with applicable Federal Reserve Board and SEC
rules and regulations, if any, and subject to the following
provisions:
1. The Custodian may keep securities owned by
the Trust on behalf of the Fund(s) in a Securities
System provided that such securities are
represented in an account ("Account") of the
Custodian in the Securities System which will not
include any assets of the Custodian other than
assets held as a fiduciary, custodian, or
otherwise for customers;
2. The records of the Custodian with respect to
securities owned by the Trust on behalf of the
Fund(s) which are maintained in a Securities
System will identify by book-entry those
securities belonging to the Fund(s);
3. The Custodian will pay for securities
purchased for the account of the Fund(s) upon (i)
receipt of advice from the Securities System that
such securities have been transferred to the
Account, and (ii) the making of an entry on the
records of the Custodian to reflect such payment
and transfer for the account of the Fund(s). The
Custodian will transfer securities
sold for the account of the Fund(s) upon (i)
receipt of advice from the Securities System that
payment for such securities has been transferred
to the Account, and (ii) the making of an entry on
the records of the Custodian to reflect such
transfer and payment for the account of the
Fund(s). The Custodian will furnish the Trust a
monthly account statement showing confirmation of
each transfer to or from the account of the
Fund(s) and each day's transactions in the
Securities System for the account of the Fund(s);
4. The book-entry system of the Federal Reserve
System authorized by the U.S. Department of the
Treasury and the Depository Trust Company, a
clearing agency registered with the SEC, each are
hereby specifically approved as a Securities
System, provided that any changes in these
arrangements shall be subject to the approval of
the Board of Trustees of the Trust; and
5. The Custodian will be liable to the Trust on
behalf of any Fund for any direct loss or damage
to the Trust on behalf of any Fund resulting from
use of the Securities System to the extent caused
by the gross negligence, willful misfeasance or
reckless misconduct of the Custodian or any of its
agents or of any of its or their employees. In no
event will the Custodian be liable for any
indirect, special, consequential or punitive
damages.
K. Segregated Accounts
-------------------
The Custodian, upon receipt of Proper Instructions (as
hereinafter defined) from the Trust on behalf of any one or
more applicable Funds, shall establish a segregated account
for and on behalf of each such Fund into which account or
accounts may be transferred cash and/or securities,
including securities maintained in an account by the
Custodian pursuant to Article II(J) hereof:
(a) in accordance with and subject to the provisions of any
agreement ("Escrow Agreement") among the Trust, on behalf of
each Fund(s), the Custodian and a broker-dealer registered
under the Securities Exchange Act and a member of the NASD
(or any futures commission merchant registered under the
Commodity Exchange Act) (collectively, "Broker-dealer"),
relating to compliance with the rules of The Options
Clearing Corporation and of any registered national
securities exchange (or the Commodity Futures Trading
Commission and any registered contract market), or of any
similar organization(s), regarding escrow or other
arrangements in connection with transactions by such
Fund(s). Such Escrow Agreements will only be entered into
upon receipt of written instructions from the Trust, on
behalf of the pertinent Fund(s) which state that (i) an
agreement between the Broker-dealer and the Fund relating to
such transactions (the "Trading Agreement") has been entered
into, and (ii) the Fund is in compliance with all the rules
and regulations of the agency or exchange having
jurisdiction over such transactions. Transfers of initial
funds or securities will be made into such account only upon
written instructions; transfers of premium and variation
margin may be made into such account pursuant to oral
instructions. Transfers of funds from such account to the
Broker-dealer for which the Custodian holds the account may
only occur upon written certification by such Broker-dealer
to the Custodian that pursuant to the Escrow Agreement and
the Trading Agreement, all conditions precedent to its right
to furnish the Custodian such instructions have been satisfied;
(b) for purposes of segregating cash or government
securities in connection with options purchased, sold
or written by the Fund(s) or commodity futures contracts
or options thereon purchased, sold or written by the Fund(s);
(c) for purposes of compliance by the Fund(s) with the
procedures required by Investment Company Act Release 10666,
or any subsequent release or releases of the Securities and
Exchange Commission relating to the maintenance of segregated
accounts by registered investment companies;
(d) to hold securities subject to repurchase agreements,
to the extent that certificates for such securities are held in
physical custody; and
(e) for other proper Trust purposes, but only, in the
case of this clause (e), upon receipt of, in addition to proper
instructions from the Trust on behalf of the applicable Fund(s), a
certificate signed by one or more of the Trustees of the Trust,
setting forth the purpose or purposes of such segregated account and
declaring such purposes to be proper Trust purposes.
L. Ownership Certificates for Tax Purposes
----------------------------------------
The Custodian will execute ownership and other certificates
and affidavits for all federal and state tax purposes in
connection with receipt of income or other payments
with respect to securities of the Fund(s) held by it
and in connection with transfers of securities of the
Fund(s).
M. Proxies
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The Custodian will cause to be promptly executed by
the registered holder of such securities, if the
securities are registered otherwise than in the name
of the Trust on behalf of the Fund(s) or a nominee of
the Trust, all proxies, without indication of the
manner in which such proxies are to be voted, and
will promptly deliver to the Trust's investment
advisor for the Fund(s) (the "Advisor") such proxies,
all proxy soliciting materials and all notices
relating to such securities.
N. Communications Relating to Securities of the Fund(s)
----------------------------------------------------
The Custodian will transmit promptly to the
Advisor of that Fund all written information
(including, without limitation, pendency of calls and
maturities of securities and expirations of rights in
connection therewith) received by the Custodian from
issuers of the securities being held for the Fund(s).
With respect to tender or exchange offers, the
Custodian will transmit promptly to the Advisor all
written information received by the Custodian from
issuers of the securities whose tender or exchange is
sought and from the party (or its agents) making the
tender or exchange offer. If the Advisor desires to
take action with respect to any tender offer,
exchange offer or any other similar transaction, the
Advisor will notify the Custodian at least five
business days prior to the date on which the
Custodian is to take such action.
O. Proper Instructions
--------------------
"Proper Instructions'' as used herein mean a
writing signed or initialed by one or more person or
persons in such manner as the Board of Trustees will
have authorized from time to time. Each writing will
set forth the transaction involved, including a
specific statement of the purpose for which such
action is requested. Oral instructions will be
considered proper instructions if the Custodian
reasonably believes them to have been given by a
person authorized to give such instructions with
respect to the transaction involved. The Trust will
cause all oral instructions to be confirmed promptly
in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the
authorization by the Board of Trustees of the Trust
accompanied by a detailed description of procedures
approved by the Board of Trustees, proper
instructions may include communications effected
directly between electromechanical or electronic
devices provided that the Board of Trustees and the
Custodian are satisfied that such procedures afford
adequate safeguards for the assets of the Trust.
P. Actions Permitted Without Express Authority
-------------------------------------------
The Custodian may, in its discretion, without express
authority from the Trust:
1. make payments to itself or others for
minor expenses of handling securities or
other similar items relating to its duties
under this Agreement, provided that all
such payments will be accounted for to the
Trust;
2. surrender securities in temporary form for
securities in definitive form;
3. endorse for collection, in the name of
the Trust on behalf of the Fund(s), checks,
drafts and other negotiable instruments;
and
4. in general, attend to all non-
discretionary details in connection with
the sale, exchange, substitution, purchase,
transfer and other dealings with the
securities and property of the Trust,
except as otherwise directed by the Trust
or the Board of Trustees of the Trust.
Q. Evidence of Authority
---------------------
The Custodian will be protected in acting upon
any instruction, notice, request, consent,
certificate or other instrument or paper reasonably
believed by it to be genuine and to have been
properly executed by or on behalf of the Trust. The
Custodian may receive and accept a certified copy of
a vote of the Board of Trustees of the Trust as
conclusive evidence (a) of the authority of any
person to act in accordance with such vote, or (b) of
any determination or of any action by the Board of
Trustees as described in such vote, and such vote may
be considered as in full force and effect until
receipt by the Custodian of written notice to the
contrary.
III. Duties of Custodian with Respect to Books of Account
----------------------------------------------------
The Custodian will cooperate with and supply to
the entity or entities appointed to keep the books of
account of the Trust such information in the
possession of the Custodian as is reasonably
necessary to the maintenance of the books of account
of the Trust.
IV. Records
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The Custodian will create and maintain all
records relating to its activities and obligations
under this Agreement in such manner as will meet the
obligations of the Trust under the 1940 Act, including,
without limitation, Section 31 thereof and Rules 31a-1
and 31a-2 thereunder. All such records will be property
of the Trust and will at all times during the regular
business hours of the Custodian be open for
inspection by duly authorized officers, employees or
agents of the Trust and employees and agents of the
SEC. The Custodian will, upon request, provide the
Trust with a tabulation of securities held by the
Custodian on behalf of the Fund(s), and will, upon
request, and for such compensation as will be agreed
upon between the Trust and the Custodian, include
certificate numbers in such tabulations.
V. Opinion of Trust's Independent Accountant
-----------------------------------------
The Custodian will take all reasonable action,
as the Trust may from time to time request, to obtain
from year to year favorable opinions from the Trust's
independent accountants with respect to its
activities hereunder in connection with the
preparation of the Trust's Form N-1A, Form N-SAR or
other annual or semiannual reports to the SEC and
with respect to any other requirements of the SEC.
VI. Reports to Trust by Auditors
----------------------------
The Custodian will provide the Trust, at such
times as the Trust may reasonably request, with
reports by its internal or independent auditors on
the accounting system, internal accounting controls
and procedures for safeguarding securities, including
reports available on securities deposited and/or
maintained in a Securities System, relating to the
services provided by the Custodian under this
Agreement. Such reports will be of sufficient scope
and in sufficient detail as may reasonably be
required by the Trust to provide reasonable assurance
that any material inadequacies would be disclosed,
will state in detail material inadequacies disclosed
by such examination, and if there are no such
inadequacies, will so state.
VII. Compensation of Custodian
-------------------------
For the normal services the Custodian provides under
this Custody Agreement, the Custodian will be entitled to
reasonable compensation as agreed to between the
Trust and the Custodian from time to time. Until
agreed otherwise, the compensation will be as set
forth on Schedule A attached hereto and made part
hereof, as such Schedule may be amended from time to
time. The fee set forth in Schedule A hereto is
subject to an annual review and adjustment process.
In the event the Custodian provides any extraordinary
services hereunder, it will be entitled to additional
reasonable compensation.
VIII.Responsibility of Custodian/Indemnification
-------------------------------------------
So long as and to the extent that it has
exercised reasonable care, the Custodian will not be
responsible for the title, validity or genuineness of
any property or evidence of title thereto received by
it or delivered by it pursuant to this Agreement and
will be held harmless in acting upon any notice,
request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be
signed by the proper party or parties.
The Custodian will be entitled to rely on and
may act upon advice of counsel (who may be counsel
for the Trust) on all matters, and will be without
liability for any action reasonably taken or omitted
pursuant to such advice.
The Custodian will exercise reasonable care in
carrying out the provisions of this Agreement and
shall be without liability for any action taken or
omitted by it in good faith and without negligence.
The Trust will indemnify the Custodian and hold it
harmless from and against all claims, liabilities,
and expenses (including attorneys' fees) which the
Custodian may suffer or incur on account of being
Custodian hereunder, except to the extent such
claims, liabilities and expenses are caused by the
Custodian's own negligence or bad faith.
Notwithstanding the foregoing, nothing contained in
this paragraph is intended to nor will it be
construed to modify the standards of care and
responsibility set forth in Article II, Section I
hereof with respect to sub-custodians and in Article
II, Section J(5) hereof with respect to the
Securities System.
If the Trust requires the Custodian to take any
action,which involves the payment of money or which may,
in the reasonable opinion of the Custodian, result in
liability or expense to the Custodian or its nominee,
the Trust, as a prerequisite to requiring the
Custodian to take such action, will provide indemnity
to the Custodian in an amount and form satisfactory
to it.
IX. Effective Period; Termination; Amendment
----------------------------------------
This Agreement will become effective as of the
date hereof and remain effective until terminated as
provided herein. This Agreement may be amended at
any time only by written instrument signed by both
parties. This Agreement may be terminated at any
time on ninety (90) days' written notice by either
party; provided that the Trust will not amend or
terminate the Agreement in contravention of any
applicable federal or state regulations, or any
provision of the governing documents of the Trust,
and further provided, that the Trust may at any time
by action of its Board of Trustees immediately
terminate this Agreement in the event of the
appointment of a conservator or receiver for the
Custodian by the applicable federal regulator or upon
the happening of a like event at the direction of an
appropriate regulatory agency or court of competent
jurisdiction. Upon termination of this Agreement,
the Trust will pay to the Custodian any fees incurred
as a result of the termination transfer of assets,
and reimburse the Custodian for all costs, expenses
and disbursements that are due as of the date of such
termination.
X. Successor Custodian
-------------------
If a successor custodian is appointed by the Board of
Trustees of the Trust, the Custodian will, upon
termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the
form for transfer, all securities and other assets of
the Trust then held by it hereunder. The Custodian
will also deliver to such successor custodian copies
of such books and records relating to the Trust as
the Trust and Custodian may mutually agree.
In the event that no written order designating a
successor custodian or certified copy of a vote of
the Board of Trustees will have been delivered to the
Custodian on or before the date when such termination
will become effective, then the Custodian will have
the right to deliver to a bank or trust company of
its own selection, doing business in the state in
which either the principal place of business of the
Trust or the Custodian is located and having an
aggregate capital, surplus, and undivided profits of
not less than $25,000,000, all securities, funds and
other properties held by the Custodian under this
Agreement. Thereafter, such bank or trust company
will be the successor of the Custodian under this
Agreement.
In the event that securities, funds and other
properties remain in the possession of the Custodian
after the date of termination hereof owing to failure
of the Trust to procure the certified copy of vote
referred to, or of the Board of Trustees to appoint a
successor custodian, the Custodian will be entitled
to fair compensation for its services during such
period as the Custodian and retain possession of such
securities, funds and other properties and the
provisions of this Agreement relating to the duties
and obligations of the Custodian will remain in full
force and effect.
XI. Interpretive and Additional Provisions
--------------------------------------
In connection with the operation of this Agreement,
the Custodian and the Trust may from time to time agree
on such provisions interpretive of, or in addition
to, the provisions of this Agreement as may in their
joint opinion be consistent with the general tenor of
this Agreement. Any such interpretive or additional
provisions will be in writing signed by both parties,
provided that no such interpretive or additional
provisions will contravene any applicable federal or
state regulations or any provision of the governing
documents of the Trust. No interpretive or
additional provisions made as provided in the
preceding sentence will be deemed to be an amendment
of this Agreement.
XII. Delaware Law to Apply
---------------------
This Agreement will be deemed to be a contract made
in Delaware and governed by the internal laws of the
State of Delaware without giving effect to the
principles of conflicts of law thereof. If any
provision of this Agreement will be held or made
invalid by a court decision, statute, rule or
otherwise, the remainder of this Agreement will not
be affected thereby. This Agreement will be binding
and will inure to the benefit of the parties hereto
and their respective successors.
IN WITNESS WHEREOF, each of the parties has
caused this instrument to be executed in its name and
on behalf by its duly authorized representative and
its seal to be hereunder affixed as of the date first
written above.
[SEAL] THE HOMESTATE GROUP a Pennsylvania common
law trust
By:/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, its Trustee
------------------------
By: /s/ ▇▇▇▇▇ ▇. Rher
------------------
(▇▇▇▇▇ ▇. ▇▇▇▇),President
[SEAL] WILMINGTON TRUST COMPANY
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------
(▇▇▇▇▇ ▇▇▇▇▇▇), Vice President
SCHEDULE A
THE HOMESTATE GROUP
FEE SCHEDULE
For the services Custodian provides under this Custody
Agreement, the Trust, on behalf of the Fund(s) listed below,
agrees to pay to the Custodian with respect to each Fund a
fee, payable monthly, determined as follows:
NAME OF FUND(S) FEE SCHEDULE
--------------- ------------
An annual fee for each Fund based
upon the average daily net assets
of each Fund as follows:
HomeState Pennsylvania Growth Fund 0.015% on the first $100 million
HomeState Select Opportunities Fund 0.010% on the assets in excess of
$100 million, subject to a minimum
fee of $300 per month,
The Year 2000 ("Y2K") Fund plus, $12 per purchase, sale or
maturity of a portfolio security,
except those requiring physical
delivery, which will be charged at
$50 per purchase, sale or maturity,
plus, $7 for each incoming wire of
funds and $12 for each outgoing wire
of funds,
plus any out-of-pocket expenses.
