Exhibit (h)(v) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of December 1, 2001 by and among The Huntington Funds and
Huntington VA Funds, each a Massachusetts business trust (the "Funds" or
"Trusts") and The Huntington National Bank ("Huntington").
WHEREAS, the Trusts are registered as open-end, management investment
companies under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trusts desire to retain Huntington as financial administrator
(the "Financial Administrator") to furnish certain financial administrative
services on behalf certain portfolios of the Trusts (the "Portfolios");
WHEREAS, the Trusts desire to retain Huntington as accounting agent (the
"Accounting Agent") to perform certain accounting and recordkeeping services
on behalf of the Portfolios; and
WHEREAS, Huntington is willing to perform such services on the terms provided
herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. Of Huntington as the Financial Administrator
The Trusts hereby appoint Huntington to act as Financial Administrator for
the Portfolios for purposes of providing certain financial administrative
services for the period and on the terms set forth in this Agreement.
Huntington accepts such appointment and agrees to render the financial
administrative services stated herein.
The Trusts will initially consist of the Portfolios identified in Exhibit A
hereto. In the event that a Trust establishes one or more additional
Portfolios with respect to which the Trust wishes to retain the Financial
Administrator to act as financial administrator hereunder, the Trust shall
notify the Financial Administrator in writing. Upon such notification, such
Portfolio shall become subject to the provisions of this Agreement to the
same extent as the existing Portfolios, except to the extent that such
provisions (including those relating to compensation and expenses payable by
the Trust) may be modified with respect to each additional Portfolio in
writing by the Trust and the Financial Administrator at the time of the
addition of the Portfolio.
B. Of Huntington as the Accounting Agent
The Trusts hereby appoint Huntington to act as Accounting Agent for the
Portfolios for purposes of providing certain accounting and recordkeeping
services for the period and on the terms set forth in this Agreement.
Huntington accepts such appointment and agrees to render the accounting and
recordkeeping services stated herein.
The Trusts will initially consist of the Portfolios identified in Exhibit A
hereto. In the event that a Trust establishes one or more additional
Portfolios with respect to which the Trust wishes to retain the Accounting
Agent to act as accounting agent hereunder, the Trust shall notify the
Accounting Agent in writing. Upon such notification, such Portfolio shall
become subject to the provisions of this Agreement to the same extent as the
existing Portfolios, except to the extent that such provisions (including
those relating to compensation and expenses payable by the Trust) may be
modified with respect to each additional Portfolio in writing by the Trust
and the Accounting Agent at the time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By Huntington . Huntington represents and warrants that:
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1. It is a national banking association, duly organized and existing under
the banking laws of the United States;
2. It has the corporate power and authority to carry on its business;
3. All requisite corporate proceedings have been taken to authorized it to
enter into and perform this Agreement;
4. No legal or administrative proceedings have been instituted or
threatened which would impair Huntington's ability to perform
its duties and obligations under this Agreement; and
5. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation
of Huntington or any law or regulation applicable to it.
B. By the Trusts. Each Trust represents and warrants that:
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1. It is a Massachusetts business trust, duly organized, existing and in
good standing under the laws of The Commonwealth of
Massachusetts;
2. It has the power and authority under applicable laws and by its
Declaration of Trust to enter into and perform this Agreement;
3. All requisite proceedings have been taken to authorize it to enter into
and perform this Agreement;
4. With respect to each Portfolio, it is an investment company properly
registered under the 1940 Act;
5. A registration statement under the 1933 Act and the 1940 Act has been
filed and will be effective and remain effective during the
term of this Agreement. The Trust also warrants that as of the
effective date of this Agreement, all necessary filings under
the securities laws of the states in which the Trust offers or
sells its shares have been made;
6. No legal or administrative proceedings have been instituted or
threatened which would impair the Trust's ability to perform
its duties and obligations under this Agreement;
7. Its entrance into this Agreement will not cause a material breach or be
in material conflict with any other agreement or obligation of
the Trust or any law or regulation applicable to it; and
8. The Trust is authorized to issue shares of capital stock.
III. DUTIES of HUNTINGTON
a. As the Financial Administrator. The Financial Administrator shall
provide the following services, in each case, subject to the control,
supervision and direction of the Trusts and the review and comment by the
Trusts' auditors and legal counsel and in accordance with procedures which
may be established from time to time between the Trusts and the Financial
Administrator:
1. Oversee the determination and publication of each Portfolio's net asset
value ("NAV") in accordance with each Trust's policy as adopted
from time to time by each Board of Trustees of the Trusts (the
"Boards");
2. Oversee the maintenance by The Huntington National Bank as Custodian
and State Stree Bank and Trust Company as sub-custodian of certain
books and records of the Trusts as required under Rule 31a-1(b) of
the 1940 Act;
3. Compile and deliver to the Trusts, Portfolios' performance statistics
including yields and total returns;
4. Prepare and submit for approval by officers of each Trust a Trust
expense budget, review expense calculations and arrange for
payment of the Trust's expenses;
5. Prepare for review and approval by officers of each Trust financial
information for the Trust's semi-annual reports, proxy statements
and other communications required or otherwise to be sent to
shareholders;
6. Prepare for review by an officer of and legal counsel for each
Trust the Trust's periodic financial reports required to be filed
with the Securities and Exchange Commission ("SEC") on Form N-SAR
and financial information required by Form N-1A and SEC Rule 24f-2
notices and such other reports, forms or filings as may be
mutually agreed upon;
7. Prepare reports relating to the business and affairs of each Trust
as may be mutually agreed upon and not otherwise prepared by the
Trust's investment adviser, custodian, sub-custodian, legal
counsel or independent accountants;
8. Make such reports and recommendations to each Trust concerning the
performance of the Trust's independent accountants as the Trust
may reasonably request;
9. Make such reports and recommendations to each Trust concerning the
performance and ees of the Trust's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as the Trust may
reasonably request or deems appropriate;
10. Oversee and review calculations of fees paid to each Trust's
investment adviser, custodian, sub-custodian, administrator,
sub-administrator and Transfer Agent;
11. Consult with each Trust's officers, independent accountants,
legal counsel, custodian, administrator and Transfer Agent in
establishing the accounting policies of the Trust;
12. Respond to, or refer to each Trust's officers or Transfer Agent,
shareholder inquiries relating to the Trust;
13. Prepare Trust income forecasts and submit for approval by
officers of the Trusts, recommendations for Trust income dividend
distributions;
14. Review and provide assistance on shareholder communications;
15. File annual and semi-annual N-SAR with the appropriate regulatory
agencies;
16. Review text of "President's letters" to shareholders and
"Management's Discussion of Corporate Performance" (which shall
also be subject to review by the Trusts' legal counsel); and
17. Maintain continuing awareness of significant emerging regulatory
and legislative developments which may affect the Trusts, and
provide related planning assistance where requested or appropriate.
The Financial Administrator shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
B. As the Accounting Agent.
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1. Books of Account. The Accounting Agent shall maintain the books of
account of each Trust and shall perform the following duties in
the manner prescribed by the Trust's currently effective
prospectus, statement of additional information or other governing
document, certified copies of which have been supplied to the
Accounting Agent (a "Governing Document"):
a. Value the assets of each Portfolio using: primarily, market
quotations including the use of matrix pricing supplied by the
independent pricing services selected by the Accounting Agent
in consultation with the Trusts' investment adviser (the
"Adviser") or sources selected by the Adviser and reviewed by
the Board; secondarily, for securities for which no market
price is available, the Pricing Committee of the Board (the
"Committee") will determine a fair value in good faith.
Consistent with Rule 2a-4 of the 1940 Act, estimates may be
used where necessary or appropriate; or thirdly, such other
procedures as may be adopted by the Board. The Accounting
Agent is not the guarantor of the securities prices received
from such pricing agents and the Accounting Agent is not liable
to the Trusts for potential errors in valuing a Portfolio's
assets or calculating the NAV per share of such Portfolio or
class when the calculations are based upon such prices;
b. Determine the NAV per share of each Portfolio and/or class, at the time
and in the manner from time to time determined by the Board and
as set forth in the Prospectus of each Trust;
c. Calculate the net income of each of the Portfolios, if any;
d. Calculate realized capital gains or losses of each of the Portfolios
resulting from sale or disposition of assets, if any;
e. Maintain the general ledger and other accounts, books and financial
records of the Trusts, including for each Portfolio, and/or
class, as required under Section 31(a) of the 1940 Act and the
Rules thereunder in connection with the services provided by
Huntington;
f. At the request of a Trust, prepare various reports or other financial
documents in accordance with generally accepted accounting
principles as required by federal, state and other applicable
laws and regulations; and
g. Such other similar services as may be reasonably requested by a Trust.
Each Trust shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to the Trust's governing document. The Accounting
Agent shall not be responsible for any revisions to calculations unless such
revisions are communicated in writing to the Accounting Agent.
2. Records. The Accounting Agent shall create and maintain all
records relating to its activities and obligations under this
Agreement in such a manner as will meet the obligations of each
Trust under the 1940 Act, specifically Section 31 thereof and
Rules 31a-1 and 31a-2 thereunder. All such records shall be the
property of the Trust and shall at all times during the regular
business hours of the Accounting Agent be open for inspection by
duly authorized officers, employees or agents of the Trust and
employees and agents of the Securities and Exchange Commission.
Subject to Section XVI below, the Accounting Agent shall preserve
for the period required by law the records required to be
maintained thereunder.
IV. Duties of each Trust
A. Delivery of Documents. Each Trust will promptly deliver to the
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Financial Administrator copies of each of the following documents and all
future amendments and supplements, if any:
1. The Trust's Declaration of Trust;
2. The Trust's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act") and the 1940
Act and the Trust's Prospectus(es) and Statement(s) of Additional
Information (the "Prospectus") relating to all Portfolios and all
amendments and supplements thereto as in effect from time to time;
3. Certified copies of resolutions of the Board authorizing (a) the Trust
to enter into this Agreement and (b) certain individuals on behalf
of the Trust to (i) give instructions to the Financial
Administrator pursuant to this Agreement and (ii) sign checks and
pay expenses;
4. The investment advisory agreement between the Trust and the Trust's
investment adviser; and
5. Such other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
Each Trust shall provide, or shall cause a third party to provide, timely
notice to the Accounting Agent of all data reasonably required as a condition
to the Accounting Agent's performance described in Section III.B hereunder.
Huntington is authorized and instructed to rely upon any and all information
it receives from a Trust or any third party. Huntington shall have no
responsibility to review, confirm or otherwise assume any duty with respect
to the accuracy or completeness of any data supplied to it by or on behalf of
a Trust.
Huntington shall value each Portfolio's securities and other assets
utilizing prices obtained from sources designated by the Trust, or the
Trust's duly-authorized agent, on a Price Source Authorization substantially
in the form attached hereto as Exhibit B or otherwise designated by means of
Proper Instructions (as such term is defined herein) (collectively, the
"Authorized Price Sources"). Huntington shall not be responsible for any
revisions to the methods of calculation adopted by the Trust unless and until
such revisions are communicated in writing to the Huntington.
B. Proper Instructions. Each Trust shall communicate to Huntington by
means of Proper Instructions. Proper Instructions shall mean (i) a writing
signed or initialed by one or more persons as the Board shall have from time
to time authorized or (ii) communication affected directly between the Trust
or its third-party agent and Huntington by electro-mechanical or electronic
devices, provided that the Trust and Huntington have approved such
procedures. Huntington may rely upon any Proper Instruction believed by it
to be genuine and to have been properly issued by or on behalf of a Trust.
Oral instructions shall be considered Proper Instructions if Huntington
reasonably believes them to have been given by a person authorized to give
such instructions. Each Trust shall cause all oral instructions to be
confirmed in accordance with clauses (i) or (ii) above, as appropriate. Each
Trust shall give timely Proper Instructions to Huntington in regard to
matters affecting accounting practices and Huntington's performance pursuant
to this Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
Each Trust assumes full responsibility for complying with all securities,
tax, commodities and other laws, rules and regulations applicable to the
Trust.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV, a Trust
notifies the Accounting Agent that any of its accounting services are
erroneous in any material respect, the Accounting Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the
Accounting Agent may obtain certain data included in the accounting services
are solely responsible for the contents of such data and each Trust agrees to
make no claim against the Accounting Agent arising out of the contents of
such third-party data including, but not limited to, the accuracy thereof.
The Accounting Agent makes no warranties with respect to the calculations and
data processing it provides the Trusts and/or any third party agent of a
Trust insofar as it relates to the qualification of the Trust as a regulated
investment company under state or federal securities and tax laws, or any
requirements or obligations thereunder.
VII. FORCE MAJEURE
Huntington shall have no liability for cessation of services hereunder or any
damages resulting therefrom to either Trust or a Portfolio as a result of
work stoppage, power or other mechanical failure, natural disaster,
governmental action, computer viruses, communication disruption or other
impossibility of performance.
VIII. INSTRUCTIONS and ADVICE
At any time, Huntington may apply to any officer of a Trust for instructions
and may consult with its own legal counsel or outside counsel for the Trusts
or the independent accountants for the Trusts at the expense of the Trust,
provided that Huntington first obtains consent of the Trust which shall not
be unreasonably withheld, with respect to any matter arising in connection
with the services to be performed by Huntington under the terms of this
Agreement. In its capacity as the Financial Administrator or as the
Accounting Agent under the terms of this Agreement, Huntington shall not be
liable, and shall be indemnified by each Trust for any action taken or
omitted by it in good faith reliance upon any such instructions or advice or
upon any paper or document believed by it to be genuine and to have been
signed by the proper person or persons. Huntington shall not be held to have
notice of any change of authority of any person until receipt of written
notice thereof from the Trust. Nothing in this paragraph shall be construed
as imposing upon Huntington any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or such other address
as the recipient may have specified by earlier notice to the sender:
If to Huntington:
Xxxxxx X. Xxxxxxx
The Huntington Bank
00 X. Xxxx Xxxxxx
Xxxxxxxx Xxxx 00000
Cc: General Counsel
If to the Trusts:
Xxxxxx X. Xxxxxxx
The Huntington Bank
00 X. Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
Cc: Xxxx X. Xxxxx
Federated Services Company
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
X. CONFIDENTIALITY
1. The Funds and Huntington hereby acknowledge that the Funds may
disclose shareholder non-public personal information ("NPI") to
Huntington as agent of the Funds and solely in furtherance of
fulfilling Huntington's contractual obligations under this
Agreement in the ordinary course of business to support the Funds
and their shareholders.
2. Huntington hereby agrees to be bound to use and redisclose such
NPI only for the limited purpose of fulfilling its duties and
obligations under this Agreement, for law enforcement and
miscellaneous purposes as permitted in 17 CFR xx.xx. 248.15, or in
connection with joint marketing arrangements that the Funds may
establish with Huntington in accordance with the limited
exception set forth in 17 CFR ss. 248.13.
3. Huntington further represents and warrants that, in accordance
with 17 CFR ss. 248.30, it has implemented, and will continue to
carry out for the term of this Agreement, policies and procedures
reasonably designed to:
o insure the security and confidentiality of records and NPI of Fund
customers,
o protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI, and
o protect against unauthorized access to or use of such Fund customer
records or NPI that could result in substantial harm or
inconvenience to any Fund customer.
4. Huntington may redisclose Section 248.13 NPI only to: (a) the
Funds and affiliated persons of the Funds ("Fund Affiliates");
(b) affiliated persons of Huntington ("Service Provider
Affiliates") (which in turn may disclose or use the information
only to the extent permitted under the original receipt); (c) a
third party not affiliated with Huntington or the Funds
("Nonaffiliated Third Party") under the service and processing
(ss.248.14) or miscellaneous (ss.248.15) exceptions, but only in the
ordinary course of business to carry out the activity covered by
the exception under which Huntington received the information in
the first instance; and (d) a Nonaffiliated Third Party under the
joint marketing exception (ss.248.13), provided Huntington enters
into a written contract with the Nonaffiliated Third Party that
prohibits the Nonaffiliated Third Party from disclosing or using
the information other than to carry out the purposes for which
the Funds disclosed the information in the first instance.
5. Huntington may redisclose Section 248.14 NPI and Section 248.15
NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider
Affiliates (which in turn may disclose the information to the
same extent permitted under the original receipt); and (c) a
Nonaffiliated Third Party to whom the Funds might lawfully have
disclosed NPI directly.
6. Huntington is obligated to maintain beyond the termination date
of this Agreement the confidentiality of any NPI it receives from
the Funds in connection with this Agreement or any joint
marketing arrangement, and hereby agrees that this Amendment
shall survive such termination.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
Huntington shall be responsible for the performance of only such duties as
are set forth in this Agreement and, except as otherwise provided under
Section XVI, shall have no responsibility for the actions or activities of
any other party, including other service providers. Huntington shall have no
liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties
hereunder unless solely and directly caused by or resulting from the
negligence, reckless misconduct, willful malfeasance or lack of good faith of
Huntington, its officers or employees. HUNTINGTON SHALL NOT BE LIABLE FOR
ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO
A TRUST'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR
FAILURE TO PERFORM HUNTINGTON'S OBLIGATIONS UNDER THIS AGREEMENT. This
disclaimer applies without limitation to claims regardless of the form of
action, whether in contract (including negligence), strict liability, or
otherwise and regardless of whether such damages are foreseeable.
The Trusts shall indemnify and hold Huntington harmless from all loss, cost,
damage and expense, including reasonable fees and expenses for counsel,
incurred by Huntington resulting from any claim, demand, action or suit in
connection with Huntington's acceptance of this Agreement, any action or
omission by it in the performance of its duties hereunder, or as a result of
acting upon any instructions reasonably believed by it to have been duly
authorized by the Trust, provided that this indemnification shall not apply
to actions or omissions of Huntington, its officers or employees in cases of
its or their own negligence, reckless misconduct, willful malfeasance or lack
of good faith or willful misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
XIII. SERVICES NOT EXCLUSIVE
The services of Huntington to the Trusts are not to be deemed exclusive and
Huntington shall be free to render similar services to others. Huntington
shall be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by a Trust from time to time, have no
authority to act or represent the Trust in any way or otherwise be deemed an
agent of the Trust.
XIV. TERM; TERMINATION; AMENDMENT
A. Term. This Agreement shall become effective on the date first
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written above and shall remain in full force and effect unless either party
terminates this Agreement as provided herein.
B. Termination. Either party may terminate this Agreement by at
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least sixty (60) days' prior written notice to the other party.
Termination of this Agreement with respect to any given Portfolio shall in no
way affect the continued validity of this Agreement with respect to any other
Portfolio.
Upon termination of this Agreement, the Trust shall pay to Huntington such
compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including reasonable out-of-pocket
expenses associated with such termination.
C. Amendment. This Agreement may be modified or amended from time
to time by the mutual agreement of the parties hereto. No amendment to this
Agreement shall be effective unless it is in writing and signed by a duly
authorized representative of each party. The term "Agreement", as used
herein, includes all schedules and attachments hereto and any future written
amendments, modifications, or supplements made in accordance herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
Huntington shall receive from each Trust such compensation for its services
provided pursuant to this Agreement as may be agreed to from time to time in
a written fee schedule approved by the parties and initially set forth in
Exhibit A to this Agreement. The fees are accrued daily and billed monthly
and shall be due and payable upon receipt of the invoice. Upon the
termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. In addition, the
Trusts shall reimburse Huntington for its out-of-pocket costs incurred in
connection with this Agreement including all costs and expenses including
reasonable attorney's fees, incurred by Huntington to collect any charges due
under this Agreement.
Each Trust agrees to promptly reimburse Huntington for any equipment and
supplies specially ordered by or for the Trust through Huntington and for any
other expenses not contemplated by this Agreement that Huntington may incur
on the Trust's behalf at the Trust's request or with the Trust's consent.
Each Trust will bear all expenses that are incurred in the operation of the
Trust and not specifically assumed by Huntington. Expenses to be borne by
each Trust include, but are not limited to: Organization expenses; cost of
services of independent accountants and outside legal and tax counsel
(including such counsel's review of the Trust's registration statement, proxy
materials, federal and state tax qualification as a regulated investment
company and other reports and materials prepared by Huntington under this
Agreement); cost of any services contracted for by the Trust directly from
parties other than Huntington; cost of trading operations and brokerage fees,
commissions and transfer taxes in connection with the purchase and sale of
securities for any Portfolio; investment advisory fees; taxes, insurance
premiums and other fees and expenses applicable to its operation; costs
incidental to any meetings of shareholders including, but not limited to,
legal and accounting fees, proxy filing fees and the costs of preparation,
printing and mailing of any proxy materials; costs incidental to Board
meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director/trustee or employee of the Trust; costs
incidental to the preparation, printing and distribution of the Trust's
registration statements and any amendments thereto and shareholder reports;
cost of typesetting and printing of prospectuses; cost of preparation and
filing of the Trust's tax returns, Form N-1A or N-2 and Form N-SAR, and all
notices, registrations and amendments associated with applicable federal and
state tax and securities laws; fidelity bond and directors' and officers'
liability insurance; and cost of independent pricing services used in
computing a Portfolio's NAV.
XVI. ASSIGNMENT; SUCCESSOR AGENT
A. Assignment. This Agreement shall not be assigned by any party
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without the prior written consent of the other parties, except that any party
may assign to a successor all of or a substantial portion of its business, or
to a party controlling, controlled by, or under common control with such
party.
B. Successor Agent. This Agreement shall be binding on and shall
inure to the benefit of each party and to their successors and permitted
assigns. If a successor agent for a Trust shall be appointed by the Trust,
Huntington shall upon termination deliver to such successor agent at the
office of Huntington all properties of the Trust held by it hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to Huntington on or before the date
when such termination shall become effective, then Huntington shall have the
right to deliver to a bank or trustcompany, which is a "bank" as defined in
the 1940 Act, doing business in Boston, Massachusetts, of its own selection,
having an aggregate capital, surplus, and undivided profits, as shown by its
last published report, of not less than $2,000,000, all properties held by
Huntington under this Agreement. Thereafter, such bank or trust company
shall be the successor of Huntington under this Agreement.
C. Sub-contractors. Huntington is authorized to and may employ or
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associate with such person or persons as it may deem desirable to assist it
in performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by Huntington and
Huntington is not relieved of its obligations to the Trust as set forth in
this Agreement and Huntington shall be as fully responsible to the Trust for
the acts and omissions of any such person or persons as it is for its own
acts and omissions.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes
the entire Agreement between the parties with respect to the subject matter
hereof and terminates and supersedes all prior agreements, representations,
warranties, commitments, statements, negotiations and undertakings with
respect to such services to be performed hereunder whether oral or in writing.
XXIII. WAIVER
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a waiver nor shall it
deprive such party of the right thereafter to insist upon strict adherence to
that term or any term of this Agreement. Any waiver must be in writing
signed by the waiving party.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to
payment shall survive until completion of required payments. In addition to
those provisions which specifically provide for survival beyond expiration or
termination, all provisions regarding indemnification, warranty, liability
and limits thereon shall survive, unless and until the expiration of any time
period specified elsewhere in this Agreement with respect to the provision in
question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void
or unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in the Commonwealth of
Pennsylvania and shall be governed by and construed under and in accordance
with the laws of the Commonwealth of Pennsylvania without giving effect to
its conflict of laws principles and rules.
XXIII. 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 of such reproduction shall likewise be
admissible in evidence.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
THE HUNTINGTON FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
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HUNTINGTON VA FUNDS
By:_/s/ Xxxxx X. Xxxxxxxxx _
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
I:\Groups\Administrative\Xxxxx, Xxxxxxxx\Hunt_A\XXXX-(h)(5).doc
EXHIBIT A
to the Financial Administration and
Accounting Services Agreement
The Financial Administration and Accounting Services Agreement dated as of
December 1, 2001 among Huntington, The Huntington Funds and Huntington VA
Funds shall apply to the following portfolios:
Huntington Dividend Capture Fund
Huntington Fixed Income Securities Fund
Huntington Florida Tax-Free Money Fund
Huntington Growth Fund
Huntington Income Equity Fund
Huntington Intermediate Government Income Fund
Huntington International Equity Fund
Huntington Michigan Tax-Free Fund
Huntington Mid-Corp America Fund
Huntington Money Market Fund
Huntington Mortgage Securities Fund
Huntington New Economy Fund
Huntington Ohio Municipal Money Market Fund
Huntington Ohio Tax-Free Fund
Huntington Rotating Index Fund
Huntington Short-Intermediate Fixed Income Securities Fund
Huntington U.S. Treasury Money Market Fund
Huntington VA Growth Fund
Huntington VA Income Equity Fund
Huntington VA Dividend Capture Fund
Huntington VA International Equity Fund
Huntington VA Mid Corp America Fund
Huntington VA New Economy Fund
Huntington VA Rotating Index Fund
For the services provided pursuant to this Agreement, the Funds agree to pay
and Huntington agrees to accept as full compensation for its services
rendered hereunder 4.25 basis points on average daily net assets of the
Funds, subject to a minimum annual fee of $9,000 for each additional class of
Shares (existing prior to December 1, 2001) of any Portfolio with more than
one class of shares.
