Unified Fund Services, Inc. 3/12/02 Huntington Funds - 1
Exhibit h(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT TO MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
THE HUNTINGTON FUNDS
This Amendment to Mutual Fund Services Agreement (this
"Amendment") is made and entered into as of October 1, 2003, by
and between The Huntington Funds, a Massachusetts business trust
(the "Fund"), and Unified Fund Services, Inc., a Delaware
corporation ("Unified"), and amends that certain Mutual Fund
Services Agreement by and between the Fund and Unified, dated
March 12, 2002 (the "Agreement").
WHEREAS, Unified and the Fund have entered the Agreement;
WHEREAS, the Agreement contemplates that Unified shall
perform such additional services as are mutually agreed upon and
provided in an amendment to the Agreement or its schedules, in
consideration of such fees as the parties may agree upon; and
WHEREAS, the Fund desires that Unified perform certain additional services
for the Fund related to anti-money laundering and fraud
prevention; and
WHEREAS, Unified is willing to perform the services enumerated in this
Amendment on the terms and conditions set forth in the Agreement
and this Amendment;
NOW THEREFORE, in consideration of the covenants herein
contained, the Fund and Unified hereby agree as follows:
1.Section 5 of the Agreement is hereby amended by appending a new subsection
(v) thereto as follows:
"(v) Unified AML Program Services, as described on Exhibit D to this
Agreement.
Unified formulates, maintains and uniformly administers
policies and procedures (as amended from time to time, the
"Unified AML Program") that are reasonably designed to
ensure compliance with the USA Patriot Act of 2002, the Bank
Secrecy Act of 1970, the Customer Identification Program
rules jointly adopted by the SEC and U.S. Treasury
Department, and other applicable regulations adopted
thereunder (collectively, the "Applicable AML Laws").
Unified has provided the Fund with a copy of the Unified AML
Program documents, and will provide the Fund with all
amendments thereto. The Fund has provided Unified with a
copy of the Fund's Anti-Money Laundering Program documents,
and will provide Unified with all amendments thereto. The
Fund hereby delegates to Unified the implementation and
operation of the Fund's Anti-Money Laundering Program (which
includes its Customer Identification Program), in each case
with regard to those shareholder accounts maintained by
Unified pursuant to this Agreement. Unified accepts the
foregoing delegation and agrees to implement and operate
those programs through the provision of services as set
forth in Exhibit D to this Agreement, in accordance with the
Unified AML Program. The Fund acknowledges and agrees that,
notwithstanding such delegation, the Fund maintains full
responsibility for ensuring its compliance with the
Applicable AML Laws and, therefore, must monitor the
operation and effectiveness of the Unified AML Program."
2. The Exhibits to the Agreement are hereby amended by
appending a new Exhibit D thereto as follows:
"EXHIBIT D
to
Mutual Fund Services Agreement
General Description of the Unified AML Program Services
The following is a general description of the Unified AML
Program services Unified shall provide to the Fund:
I. General Description
A. Customer Identification. Verify shareholder identity
upon opening new accounts, consistent with the Unified AML
Program, and perform such other checks and verifications as
are specified in Unified's Customer Identification Program
(which is a component of the Unified AML Program).
B. Purchase Transactions. Unified shall reject and return
to sender any and all checks, deposits, and other deliveries
of cash or property that do not comply with the Unified AML
Program, subject to the provisions of any additional
agreement between the Fund and Unified regarding special
liability checks and other remittances.
C. Monitoring and Reporting. Monitoring shareholder
transactions and identifying and reporting suspicious
activities that are required to be so identified and
reported, including suspicious activity reports or Form 8300
reports, and provide other reports of shareholder activity
to the Securities and Exchange Commission, the U.S. Treasury
Department, the Internal Revenue Service, and other
appropriate authorities, in each case consistent with the
Unified AML Program.
D. Frozen Accounts. Unified shall place holds on
transactions in shareholder accounts or freeze assets in
shareholder accounts as provided for in the Unified AML
Program.
E. Maintenance of Records. Maintain all records or other
documentation related to shareholder accounts and
transactions therein that are required to be prepared and
maintained pursuant to the Unified AML Program, and make the
same available for inspection by (1) the Fund's compliance
officer, (2) any auditor of the Fund, (3) regulatory or law
enforcement authorities, and (4) those other persons
specified in the Unified AML Program.
F. Other Services. Unified shall apply all other policies
and procedures of the Unified AML Program to the Fund.
G. Maintenance of the Unified AML Program. Unified shall
maintain and modify the Unified AML Program from time to
time to ensure that it remains reasonably designed to ensure
compliance with the Applicable AML Laws. Upon request by
the Fund, Unified shall make available its compliance
personnel to the Fund and the Fund's counsel to discuss
amendments to the Unified AML Program that the Fund or its
counsel believes are necessary to keep such program in
compliance with Applicable AML Laws. Changes to Unified's
AML Program shall be implemented at Unified's sole
discretion. Special procedures may be implemented for an
additional fee to be agreed upon. The Fund may cancel its
participation in the Unified AML Program at any time, and no
further fees to Unified in respect of such program shall
accrue after the date of cancellation.
H. Annual Certification. On an annual basis during the
term of this Agreement, Unified will certify to the Fund's
Board of Trustees that it has implemented the Unified AML
Program and that it will continue to perform the specific
requirements of the Fund's Anti-Money Laundering Program in
accordance with the terms of this Agreement."
3. Unified shall implement the Fund's Anti-Money Laundering
Program (including its Customer Identification Program) with
respect to its services, and shall begin providing Unified AML
Program services, effective on or before October 1, 2003.
Unified shall conduct its operations in accordance with the
provisions of the Fund's Anti-Money Laundering Program. Upon
commencement of such services, all prior agreements between the
parties in respect of services pertaining to Applicable AML Laws
shall terminate and cease to be of any further force or effect.
This paragraph shall survive any termination of this Amendment.
4. Unified hereby covenants that: (a) it will provide to any
federal examiners of the Fund such information and records
relating to the Fund's Anti-Money Laundering Program as may be
requested; and (b) it will allow such examiners to inspect
Unified for purposes of examining the to the Fund's Anti-Money
Laundering Program and its operation to the full extent required
by applicable law.
5. Unified is currently accepting proposals for and procuring
certain third party research services which it will use to assist
it in providing Unified AML Program services hereunder. As a
result, the fees for the services described herein cannot
presently be determined. The parties hope that the fees for
Unified AML Program services shall be between $1.00 and $2.00 per
shareholder account, inclusive of the third party research
services mentioned above, which is the range the SEC has publicly
announced it believes might be fair for such services. However,
the parties understand that certain third party research service
providers are quoting more than $2.00 per shareholder account,
and Unified cannot guarantee that it will locate a satisfactory
service provider who is willing to charge less than that amount.
The fees payable to Unified for Unified AML Program services
shall be agreed upon by the parties hereto within sixty calendar
days after the date of this Amendment. If no such fee agreement
is reached between the parties within such 60-day period, this
Amendment shall immediately terminate, and the Fund shall pay
Unified for services provided hereunder at the lowest per account
rate billed by Unified for such services during such period, plus
all costs of third party services in respect of the Fund's
accounts that are incurred by Unified during such period.
6. In all other respects, the Agreement shall remain in full
force and effect. This Amendment shall terminate upon the
termination of the Agreement and shall thereafter cease to have
any force or effect.
IN WITNESS HEREOF, the undersigned have executed this
Amendment as of the date and year first above written.
UNIFIED FUND SERVICES, INC. THE HUNTINGTON FUNDS
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer Title: Vice President
