AMENDMENT TO AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Exhibit
10 under Item 601/Reg. S-K
AMENDMENT
TO
AMENDED
AND RESTATED
THIS AMENDMENT TO AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT (“Amendment”), by and between
The Huntington National Bank (“Huntington”) and The
Huntington Funds (“Investment
Company”) is effective as of April 1, 2009.
W I T N E
S S E T H:
WHEREAS, Huntington and
Investment Company are parties to that certain Amended and Restated
Administrative Services Agreement dated as of December 1, 2008 (the “Original
Agreement”);
WHEREAS, Section 12 of the
Original Agreement permits Huntington to subcontract with third parties to
perform some or all of the “Administrative Services” contemplated
thereunder;
WHEREAS, on April 1, 2009,
Huntington replaced its sub-administrator with
Unified Fund Services, Inc. (the “New Sub-Administrator”);
WHEREAS, the New
Sub-Administrator charges a fee that is less than the fee charged by its
predecessor;
WHEREAS, the Administrative
Services Fee Exhibit to the Original Agreement (the “Fee Exhibit”) requires the
parties to amend the Fee Exhibit to reflect the reduction of the “Administrative
Services Fee” paid by the Investment Company in an amount equal to forty percent
(40%) of the savings realized by Huntington as a result of the lower fee charged
by the New Sub-Administrator; and
WHEREAS, Huntington and the
Investment Company desire to amend the Original Agreement to reflect the
reduction of the “Administrative Services Fee” due under the Original
Agreement.
NOW, THEREFORE, in
consideration of the promises and mutual covenants herein contained, and
intending to be legally bound hereby, the parties hereto agree as
follows:
1. The
annual rate table portion of the Fee Exhibit is hereby deleted in its entirety
and restated as follows:
|
Fee Rate
|
Average Daily Net Assets of the
Funds
|
|
.1822%
|
on
the first $4 billion
|
|
.165%
|
on
the next $2 billion
|
|
.1575%
|
on
the next $2 billion
|
|
.145%
|
on
assets in excess of $8 billion
|
2. Pursuant
to Article 15 of the Original Agreement, the notice address for Investment
Company shall be changed to:
The Huntington Funds
0000 Xxxxx Xxxxxxxx
Xxxxxx
Xxxxx 000
Xxxxxxxxxxxx,
Xxxxxxx 00000
Attn: President
with a copy to:
Xxxx Xxxxx, LLP
000 Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx
00000
Attn: Xxxxxx X.
Xxxxxx
3. Unless
otherwise specified, capitalized terms used herein and not otherwise defined
herein shall have the meaning assigned to them in the Original
Agreement.
4. All
references in the Original Agreement to the “Agreement” shall be deemed to be
references in the Original Agreement, as amended hereby.
5. Except
as expressly provided herein, the Original Agreement and Fee Exhibit shall
remain in full force and effect without any modification, amendment or
change.
6. If
any term, provision, covenant or condition of this Amendment, or any application
hereof, should be held by a court of competent jurisdiction to be invalid, void
or unenforceable, all provisions, covenants, and conditions of this Amendment,
and all applications hereof, not held invalid, void or unenforceable, shall
continue in full force and effect and shall in no way be affected, impaired or
invalidated thereby, provided that the invalidity, voidness or unenforceability
of such term, provision, covenant or condition does not materially impair the
ability of the parties hereto to consummate the transactions contemplated
hereby.
IN WITNESS WHEREOF, this
Amendment has been executed as of May 7, 2009 by a duly authorized officer of
each party.
THE
HUNTINGTON NATIONAL BANK
By: /s/ B. Xxxxxxxx
Xxxxxxx
Name: B.
Xxxxxxxx Xxxxxxx
Title:
THE
HUNTINGTON FUNDS
By: /s/ Xxxx
XxXxxxxx
Name: Xxxx
XxXxxxxx
Title: Vice
President
