EXHIBIT 23(H)(XII) UNDER FORM N-1A
EXHIBIT 10(H) UNDER ITEM 601/REG. S-K
Assigned from Massachusetts business trusts to Delaware statutory trust -
6/23/06 - see letter at end.
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
X. Xx Xxxxxxxxxx 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.
X. Xx Xxxxxxxxxx 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:
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 Xxxxxxxxxx'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:
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;
00.Xxxxxx and provide assistance on shareholder communications;
15.File annual and semi-annual N-SAR with the appropriate regulatory
agencies;
00.Xxxxxx 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.
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;
a. 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;
b. Calculate the net income of each of the Portfolios, if any;
c. Calculate realized capital gains or losses of each of the
Portfolios resulting from sale or disposition of assets, if any;
d. Maintain the general xxxxxx 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;
e. 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
f. 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
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
Xxxxxxxxxx'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 {section}{section}
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 {section} 248.13.
3. Huntington further represents and warrants that, in accordance with
17 CFR {section} 248.30, it has implemented, and will continue to
carry out for the term of this Agreement, policies and procedures
reasonably designed to:
* insure the security and confidentiality of records and NPI of Fund
customers,
* protect against any anticipated threats or hazards to the security or
integrity of Fund customer records and NPI, and
* 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 ({section}248.14) or
miscellaneous ({section}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 ({section}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 XXXXXXXXXX'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 Xxxxxxxxxx'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
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 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
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
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
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
HUNTINGTON VA FUNDS
By:_/s/ Xxxxx X. Xxxxxxxxx _
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
EXHIBIT A
To
the FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
among
THE HUNTINGTON NATIONAL BANK, THE HUNTINGTON FUNDS
and HUNTINGTON VA FUNDS
Dated December 1, 2001
Amended As of April 30, 2004
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 Macro 100 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 Markets Fund
Huntington Short-Intermediate Fixed Income Securities Fund
Huntington Situs Small Cap 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 Macro 100 Fund
Huntington VA Mid Corp America Fund
Huntington VA Mortgage Securities Fund
Huntington VA New Economy Fund
Huntington VA Rotating Markets Fund
Huntington VA Situs Small Cap 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 of any
Portfolio with more than one class of shares.
(Huntington Funds letterhead)
August 8, 2006
Xx. Xxxxx Xxxxxxx
The Huntington National Bank
00 X. Xxxx Xxxxxx
Xxxxxxxx, Xxxx 00000
RE: FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT (THE "FINANCIAL
ADMINISTRATION AGREEMENT") DATED AS OF DECEMBER 1, 2001 BY AND AMONG THE
HUNTINGTON NATIONAL BANK (THE "BANK"), THE HUNTINGTON VA FUNDS, AND THE
HUNTINGTON FUNDS (COLLECTIVELY, THE "ORIGINAL TRUSTS") FOR THE PROVISION
OF FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES TO THE ORIGINAL TRUSTS
Dear Xxxxx:
Please note that effective June 23, 2006, the Original Trusts (each
Massachusetts business trusts) were reorganized into a single Delaware statutory
trust now known as "The Huntington Funds" (hereinafter, the "New Trust"). The
reorganization effected an assignment of the Financial Administration Agreement
by the Original Trusts to the New Trust, as permitted by Section XVI(A) of the
Financial Administration Agreement.
Please do not hesitate to contact Xxxxxx Xxxxxx of Xxxx Xxxxx LLP at 412-288-
8240 with any questions.
Sincerely,
THE HUNTINGTON FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
cc: Xxx Xxxx, Esq.
