Exhibit (h)(1)
TRANSFER AGENCY AND SERVICE AGREEMENT
THIS AGREEMENT is made as of the ____ day of _______________, 1999, by and
between HUNTINGTON VA FUNDS, a Massachusetts business trust, having its
principal office and place of business at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx
00000 (the "Trust"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company, having its principal office and place of business at 000 Xxxxxxxx
Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Transfer Agent").
WHEREAS, the Trust is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and
WHEREAS, the Trust intends to initially offer shares in two series, such
series shall be named in the attached Schedule A which may be amended by the
parties from time to time (each such series, together with all other series
subsequently established by the Trust and made subject to this Agreement in
accordance with Article 11, being herein referred to as a "Fund," and
collectively as the "Funds");
WHEREAS, the Trust on behalf of the Funds desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment;
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. Terms of Appointment and Duties
1.1 Subject to the terms and conditions set forth in this Agreement, the
Trust, on behalf of the Funds, hereby employs and appoints the Transfer Agent to
act as, and the Transfer Agent agrees to act as the transfer agent for each
Fund's authorized and issued shares of beneficial interest, no par value
("Shares"), dividend disbursing agent, custodian of certain retirement plans and
agent in connection with any accumulation, open-account or similar plan provided
to the shareholders of each of the Funds of the Trust ("Shareholders") and set
out in the currently effective prospectus and statement of additional
information for such Funds, including without limitation any periodic investment
plan or periodic withdrawal program. In accordance with procedures established
from time to time by agreement between the Trust on behalf of each of the Funds,
as applicable, and the Transfer Agent, the Transfer Agent agrees that it will
perform the following services:
(1) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Trust authorized pursuant to the Declaration of Trust of
the Trust (the "Custodian");
(2) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
(3) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;
(4) In respect to the transactions in items (a), (b) and (c) above,
the Transfer Agent shall execute transactions directly with broker-dealers
authorized by the Trust;
(5) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;
(6) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;
(7) Prepare and transmit payments for dividends and distributions
declared by the Trust on behalf of the applicable Fund;
(8) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the Transfer Agent
of indemnification satisfactory to the Transfer Agent and protecting the
Transfer Agent and the Trust, and the Transfer Agent at its option, may
issue replacement certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;
(9) Maintain records of account for and advise the Funds and their
Shareholders as to the foregoing; and
(10) Record the issuance of Shares of the Funds and maintain
pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as
amended, a record of the total number of Shares of the Funds which are
authorized, based upon data provided to it by the Trust, and issued and
outstanding. The Transfer Agent shall also provide the Trust on a regular
basis with the total number of Shares which are authorized and issued and
outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions shall be
the sole responsibility of the Trust.
1.2 In addition to and neither in lieu nor in contravention of the
services set forth in the above Section 1.1:
(1) The Transfer Agent shall perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain retirement
plans and, as relevant, agent in connection with accumulation, open-account
or similar plans (including without limitation any periodic investment plan
or periodic withdrawal program), including but not limited to: maintaining
all Shareholder accounts, preparing Shareholder meeting lists, mailing
Shareholder proxies, Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of
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account to Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing Shareholder
account information and (ii) provide a system which will enable the Trust
to monitor the total number of Shares sold in each state.
(2) The Trust shall (i) identify to the Transfer Agent in writing
those transactions and assets to be treated as exempt from blue sky
reporting for each state and (ii) verify the establishment of transactions
for each state on the system prior to activation and thereafter monitor the
daily activity for each state. The responsibility of the Transfer Agent for
the Trust's blue sky state registration status is solely limited to the
initial establishment of transactions subject to blue sky compliance by the
Trust and the reporting of such transactions to the Trust as provided
above.
(3) The Trust on behalf of each Fund and the Transfer Agent have
established per the attached Service Responsibility Schedule, as may be
amended from time to time, procedures as to who shall provide certain of
these services in Section 1. According to this Schedule, the Transfer Agent
may at times perform only a portion of the services and the Trust or its
agent may perform these services on the Trust's behalf.
(4) The Transfer Agent shall provide additional services on behalf
of the Trust (e.g., escheatment services) which may be agreed upon in
writing between the Trust and the Transfer Agent.
2. Fees and Expenses
2.1 For the performance by the Transfer Agent pursuant to this Agreement,
the Trust agrees on behalf of each of the Funds to pay the Transfer Agent an
annual maintenance fee for each Shareholder account as set out in the initial
Fee Schedule attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time subject to
mutual written agreement between the Trust and the Transfer Agent.
2.2 In addition to the fee paid under Section 2.1 above, the Trust agrees
on behalf of each of the Funds to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to confirmation production, postage, forms,
telephone, microfilm, microfiche, mailing and tabulating proxies, records
storage, or advances incurred by the Transfer Agent for the items set out in the
fee schedule attached hereto. In addition, any other expenses incurred by the
Transfer Agent at the request or with the consent of the Trust, will be
reimbursed by the Trust on behalf of the applicable Fund.
2.3 The Trust agrees on behalf of each of the Funds to pay all fees and
reimbursable expenses within thirty (30) days following the receipt of the
respective billing notice. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Trust at least seven (7) days prior to the mailing date of
such materials.
3. Representations and Warranties of the Transfer Agent
The Transfer Agent represents and warrants to the Trust that:
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3.1 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.
3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.
3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.
3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.
3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.
4. Representations and Warranties of the Trust
The Trust represents and warrants to the Transfer Agent that:
4.1 It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.
4.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.
4.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.
4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.
4.5 A registration statement under the Securities Act of 1933, as amended
on behalf of each of the Funds is currently effective and will remain effective,
and appropriate state securities law filings have been made and will continue to
be made, with respect to all Shares of the Funds being offered for sale.
5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
Code
5.1 The Transfer Agent is authorized to promptly debit the appropriate Fund
account(s) upon the receipt of a payment order in compliance with the selected
security procedure (the "Security Procedure") chosen for funds transfer and in
the amount of money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute payment orders in compliance with the Security
Procedure and with the Fund instructions on the execution date provided that
such payment order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. All payment orders and
communications received after this the customary deadline will be deemed to have
been received the next business day.
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5.2 The Trust acknowledges that the Security Procedure it has designated
on the Fund Selection Form was selected by the Trust from security procedures
offered by the Transfer Agent. The Trust shall restrict access to confidential
information relating to the Security Procedure to authorized persons as
communicated to the Transfer Agent in writing. The Trust must notify the
Transfer Agent immediately if it has reason to believe unauthorized persons may
have obtained access to such information or of any change in the Trust's
authorized personnel. The Transfer Agent shall verify the authenticity of all
Trust instructions according to the Security Procedure.
5.3 The Transfer Agent shall process all payment orders on the basis of
the account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern.
5.4 The Transfer Agent reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of the Transfer Agent's receipt
of such payment order; (b) if initiating such payment order would cause the
Transfer Agent, in the Transfer Agent's sole judgement, to exceed any volume,
aggregate dollar, network, time, credit or similar limits which are applicable
to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.
5.5 The Transfer Agent shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the Security Procedure provided that such requests are received in a timely
manner affording the Transfer Agent reasonable opportunity to act. However, the
Transfer Agent assumes no liability if the request for amendment or cancellation
cannot be satisfied.
5.6 The Transfer Agent shall assume no responsibility for failure to
detect any erroneous payment order provided that the Transfer Agent complies
with the payment order instructions as received and the Transfer Agent complies
with the Security Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the detection of
errors in payment orders.
5.7 The Transfer Agent shall assume no responsibility for lost interest
with respect to the refundable amount of any unauthorized payment order, unless
the Transfer Agent is notified of the unauthorized payment order within thirty
(30) days of notification by the Transfer Agent of the acceptance of such
payment order. In no event (including failure to execute a payment order) shall
the Transfer Agent be liable for special, indirect or consequential damages,
even if advised of the possibility of such damages.
5.8 When the Trust initiates or receives Automated Clearing House credit
and debit entries pursuant to these guidelines and the rules of the National
Automated Clearing House Association and the New England Clearing House
Association, the Transfer Agent will act as an Originating Depository Financial
Institution and/or receiving depository Financial Institution, as the case may
be, with respect to such entries. Credits given by the Transfer Agent with
respect to an ACH credit entry are provisional until the Transfer Agent receives
final settlement for such entry from the Federal Reserve Transfer Agent. If the
Transfer Agent does not receive such final settlement, the Trust agrees that the
Transfer Agent shall receive a refund of the amount credited to the Trust in
connection with such entry, and the party making payment to the Trust via such
entry shall not be deemed to have paid the amount of the entry.
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5.9 Confirmation of Transfer Agent's execution of payment orders shall
ordinarily be provided within twenty-four (24) hours, notice of which may be
delivered through the Transfer Agent's proprietary information systems, or by
facsimile or call-back. The Trust must report any objections to the execution
of an order within thirty (30) days.
6. Data Access and Proprietary Information
6.1 The Trust acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by the Transfer Agent as part of the Trust's
ability to access certain Fund-related data ("Customer Data") maintained by the
Transfer Agent on databases under the control and ownership of the Transfer
Agent or other third party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third party.
In no event shall Proprietary Information be deemed Customer Data. The Trust
agrees to treat all Proprietary Information as proprietary to the Transfer Agent
and further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided hereunder. Without limiting the
foregoing, the Trust agrees for itself and its employees and agents to:
(1) Use such programs and databases solely from locations as may be
designated in writing by the Transfer Agent and solely in accordance with
the Transfer Agent's applicable user documentation;
(2) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing in authorized locations) the
Proprietary Information;
(3) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained, to
inform in a timely manner of such fact and dispose of such information in
accordance with the Transfer Agent's instructions;
(4) Refrain from causing or allowing the data or information acquired
pursuant to this Agreement from being retransmitted to any other computer
terminal, device, facility or other location, except with the prior written
consent of the Transfer Agent (such permission not to be unreasonably
withheld);
(5) Restrict access only to those authorized transactions agreed upon
by the Trust and the Transfer Agent; and
(6) Honor all reasonable written requests made by the Transfer Agent
to protect at the Transfer Agent's expense the rights of the Transfer Agent
in Proprietary Information at common law, under federal copyright law and
under other federal or state law.
6.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without breach of
this Agreement; (ii) are released for general disclosure by a written release by
the Transfer Agent; or (iii) are already in the possession of the receiving
party at the time or receipt without obligation of confidentiality or breach of
this Agreement.
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6.3 If the Trust notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Transfer Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the Transfer
Agent may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Trust agrees to make no claim
against the Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE Transfer Agent EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
6.4 If the transactions available to the Trust include the ability to
originate electronic instructions to the Transfer Agent in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Transfer Agent shall be
entitled to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Transfer Agent from time
to time.
6.5 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 6. The obligations of this Section
shall survive any earlier termination of this Agreement.
7. Indemnification
7.1 The Transfer Agent shall not be responsible for, and the Trust shall
on behalf of the applicable Fund indemnify and hold the Transfer Agent harmless
from and against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:
(1) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement, provided
that such actions are taken in good faith and without negligence or willful
misconduct;
(2) The Trust's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of the
Trust hereunder;
(3) The reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Transfer Agent or its agents or subcontractors, and (ii)
have been prepared, maintained or performed by the Trust or any other
person or firm on behalf of the Trust;
(4) The reliance on, or the carrying out by the Transfer Agent or its
agents or subcontractors of any instructions or requests of the Trust on
behalf of the applicable Fund;
(5) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered or
in violation of any stop order or other
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determination or ruling by any federal or any state agency with respect to
the offer or sale of such Shares; and
(6) The negotiation and processing of checks made payable to
prospective or existing Shareholders tendered to the Transfer Agent for the
purchase of Shares, such checks are commonly known as "third party checks".
7.2 At any time the Transfer Agent may apply to any officer of the Trust
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Transfer Agent
under this Agreement, and the Transfer Agent and its agents or subcontractors
shall not be liable and shall be indemnified by the Trust on behalf of the
applicable Fund for any action taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel. The Transfer Agent, its agents
and subcontractors shall be protected and indemnified in acting upon any paper
or document, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided the Transfer Agent or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by the
Trust, and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Trust. The Transfer
Agent, its agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Trust, and the proper
countersignature of any co-transfer agent or co-registrar.
7.3 In order that the indemnification provisions contained in this Section
7 shall apply, upon the assertion of a claim for which the Trust may be required
to indemnify the Transfer Agent, the Transfer Agent shall promptly notify the
Trust of such assertion, and shall keep the Trust advised with respect to all
developments concerning such claim. The Trust shall have the option to
participate with the Transfer Agent in the defense of such claim or to defend
against said claim in its own name or in the name of the Transfer Agent. The
Transfer Agent shall in no case confess any claim or make any compromise in any
case in which the Trust may be required to indemnify the Transfer Agent except
with the Trust's prior written consent.
8. Standard of Care
The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.
9. Year 2000
The Transfer Agent will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available technology to
offer products that are Year 2000 ready, including, but not limited to, century
recognition of dates, calculations that correctly compute same century and multi
century formulas and date values, and interface values that reflect the date
issues arising between now and the next one-hundred years, and if any changes
are required, the Transfer Agency will make the changes to its products at a
price to be agreed upon by the parties and in a commercially reasonable time
frame and will require third-party suppliers to do likewise.
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10. Covenants of the Trust and the Transfer Agent
10.1 The Trust shall on behalf of each of the Funds promptly furnish to
the Transfer Agent the following:
(1) A certified copy of the resolution of the Board of Trustees of
the Trust authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement.
(2) A copy of the Declaration of Trust and By-Laws of the Trust and
all amendments thereto.
10.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Trust for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.
10.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Transfer Agent agrees that all such records
prepared or maintained by the Transfer Agent relating to the services to be
performed by the Transfer Agent hereunder are the property of the Trust and will
be preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Trust on and in accordance with
its request.
10.4 The Transfer Agent and the Trust agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.
10.5 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, the Transfer Agent will endeavor to notify the
Trust and to secure instructions from an authorized officer of the Trust as to
such inspection. The Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.
11. Termination of Agreement
11.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days' written notice to the other.
11.2 Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Trust on behalf of the applicable Fund(s). Additionally, the Transfer Agent
reserves the right to charge for any other reasonable expenses associated with
such termination and a charge equivalent to the average of three (3) months'
fees.
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11.3 Should the Transfer Agent exercise its right to terminate, all
out-of-pocket expenses associated with the movement of physical documents and
materials will be borne by the Transfer Agent on behalf of the applicable
Fund(s).
12. Additional Funds
In the event that the Trust establishes one or more series of Shares in
addition to the series named in the attached Schedule A with respect to which it
desires to have the Transfer Agent render services as transfer and service agent
under the terms hereof, it shall so notify the Transfer Agent in writing, and if
the Transfer Agent agrees in writing to provide such services, such series of
Shares shall become a Fund hereunder.
13. Assignment
13.1 Except as provided in Section 13.1 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.
13.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.
14. Subcontractors
14.1 The Transfer Agent may, without further consent on the part of the
Trust, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as
a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(2) or (iii) a BFDS affiliate;
provided, however, that the Transfer Agent shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it is for its own acts
and omissions.
15. Amendment
This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board of
Trustees of the Trust.
16. Massachusetts Law to Apply
This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.
17. Force Majeure
In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.
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18. Consequential Damages
Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.
19. Survival
All provisions regarding indemnification, warranty, liability, and limits
thereon, and confidentiality and/or protections of proprietary rights and trade
secrets shall survive the termination of this Agreement.
20. Severability
If any provision or provisions of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired.
21. Priorities Clause
In the event of any conflict, discrepancy or ambiguity between the terms
and conditions contained in this Agreement and any Schedules or attachments
hereto, the terms and conditions contained in this Agreement shall take
precedence.
22. Waiver
No waiver by either party or any breach or default of any of the covenants
or conditions herein contained and performed by the other party shall be
construed as a waiver of any succeeding breach of the same or of any other
covenant or condition.
23. Merger of Agreement
This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.
24. Limitations of Liability of the Trustees and Shareholders
A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of this instrument are not binding
upon any of the Trustees or Shareholders individually but are binding only upon
the assets and property of the Trust.
25. Counterparts
This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.
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26. Reproduction of Documents
This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm, micro-
card, miniature photographic or other similar process. The parties hereto each
agree that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction shall likewise be admissible in evidence.
27. Notices
All notices and other communications as required or permitted hereunder
shall be in writing and sent by first class mail, postage prepaid, addressed as
follows or to such other address or addresses of which the respective party
shall have notified the other.
If to State Street Bank and Trust Company, to:
State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
Xxx Xxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Legal Department
Facsimile: (000) 000-0000
If to the Trust, to:
Huntington VA Funds
c/o The Huntington National Bank
00 Xxxxx Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Attention: Product Manager
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.
HUNTINGTON VA FUNDS
By:_______________________________________
00
XXXXX XXXXXX XXXX AND TRUST COMPANY
By:________________________________________
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SERVICE RESPONSIBILITY SCHEDULE
to the
Transfer Agency and Service Agreement
dated as of __________, 1999
between
Huntington VA Funds
and
State Street Transfer Agent & Trust Company
Service Performed Responsibility
Transfer Agent Trust
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1. Receive orders for the purchase of Shares X
2. Issue Shares and hold Shares in Shareholder's X
accounts
3. Receive redemption requests X
4. Effect transactions 1-3 above directly with X
broker-dealers
5. Pay over monies to redeeming Shareholders X
6. Effect transfers of Shares X
7. Prepare and transmit dividends and distributions X
8. Issue replacement certificates X
9. Reporting of abandoned property X
10. Maintain records of account X
11. Maintain and keep a current and accurate control X
book for each issue of securities
12. Mail proxies X
13. Mail Shareholder reports X
14. Mail prospectuses to current Shareholders X
15. Withhold taxes on U.S. resident and non-resident X
alien accounts
16. Prepare and file U.S. Treasury Department forms X
17. Prepare and mail account and confirmation X
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Service Performed Responsibility
Transfer Agent Trust
------------------------------------------------------------------------------
statements for Shareholders
18. Provide Shareholder account information X
19. Blue sky reporting X
These services are more fully described in Section 1.1 of the Agreement.
HUNTINGTON VA FUNDS
By:___________________________________
STATE STREET BANK AND TRUST COMPANY
By:___________________________________
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FEE SCHEDULE
to the
TRANSFER AGENCY AND SERVICE AGREEMENT
dated as of _____________, 1999
between
Huntington VA Funds
and
State Street Transfer Agent and Trust Company
Funds
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Huntington VA Growth Fund
Huntington VA Income Equity Fund
For each of the Funds listed above, the following annual fees apply:
Base Fee Per Fund (Per Cusip)..........................................$6,000*
*Base Fee will be $500 for new Cusips for the first ninety days
Fee Per Account....................................................... $16.50
Out-of-Pocket Expenses
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Out-of-Pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
Trust.
This fee schedule is subject to an annual Cost of Living Adjustment based on
regional consumer price index.
HUNTINGTON VA FUNDS
By:______________________________________
STATE STREET BANK AND TRUST COMPANY
By:______________________________________
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