EXHIBIT 23(H)(XVII) UNDER FORM N-1A
EXHIBIT 10(H) UNDER ITEM 601/REG. S-K
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (this "Agreement") is made as of
the 23rd day of June, 2006, by and between THE HUNTINGTON FUNDS, a Delaware
statutory trust (the "Trust") and THE HUNTINGTON NATIONAL BANK, a national
banking association (the "Bank").
The parties, intending to be legally bound, hereby agree as follows:
1. Administrative Services. Pursuant to the terms of this Agreement,
the Bank will perform certain administrative services to shareholders of one or
more classes (the "Classes") of one or more series (the "Funds") of the Trust
identified on Schedule A to this Agreement. Administrative services may
include:
(1) establishing and maintaining shareholder accounts and
records pertaining to such accounts;
(2) processing dividend and distribution payments from the Funds
on behalf of shareholders;
(3) providing periodic shareholder account statements of
holdings in each of the Funds and integrating such
information with holdings maintained in other accounts
serviced by Bank;
(4) arranging for bank wires;
(5) responding to shareholder inquiries regarding services
performed;
(6) responding to shareholder inquiries regarding their
investments;
(7) providing sub-accounting with respect to omnibus accounts
held by the Bank through which shareholders are invested in
the Funds and other sub-accounting requested by the Trust;
(8) where required by law, forwarding shareholder communications
from the Trust (such as proxies, shareholder reports, annual
and semi-annual financial statements, and dividend,
distribution and other tax notices) to shareholders;
(9) assisting in processing purchase, exchange and redemption
requests from shareholders;
(10) assisting in processing changes in shareholder dividend
options, account designations and addresses of record;
(11) processing shareholder participation in systematic
investment and systematic withdrawal programs; and
(12) such other similar services as the Trust may reasonably
request to the extent permitted under applicable law.
2. Compensation. Each applicable Class of each Fund identified on
Schedule A shall pay to the Bank and administrative services fee at an annual
rate of up to 0.25% of the average daily net assets of such Class, accrued daily
and paid quarterly.
3. Sub-Services. From time to time, the Bank may utilize one or more
financial institutions or other organizations (the "Sub-Servicers") to provide
some or all of the administrative services described in this Agreement. In such
event, the Bank will pay the Sub-Servicers all or a portion of the fees received
by the Bank from the Trust for the services performed by the Sub-Servicers.
4. Term. This Agreement shall be effective as of June 23, 2006,
provided that, as of that date a majority of the Trustees of the Trust who are
not "interested persons" (the "Independent Trustees") shall have approved this
Agreement and determined it to be for services which are not principally
intended to result in the sale of shares of the Funds. This Agreement shall
continue in effect until November 1, 2006, and thereafter for successive one
year periods; provided that, at least annually, a majority of the Independent
Trustees approves such continuance and determines it to be for services which
are not principally intended to result in the sale of shares of the Funds.
5. Termination. This Agreement may be terminated at any time without
penalty with respect to one or more Classes and/or Funds (i) by a vote of a
majority of the outstanding voting securities of the applicable Class or Classes
of such Fund or Funds, or (ii) by the vote of a majority of the Independent
Trustees.
6. Amendments. Any amendments, modifications, or other changes to
this Agreement shall be made by written instrument signed by both parties.
7. Limit of Liability. The Bank is hereby expressly put on notice of
the limitation of liability as set forth in Article VII of the Trust's Agreement
and Declaration of Trust and agrees that the obligations pursuant to this
Agreement of a particular Fund and of the Trust with respect to that Fund shall
be limited solely to the assets of that Fund, and the Bank shall not seek
satisfaction of any such obligation from any other Fund, the shareholders of any
Fund, the Trustees, officers, employees or agents of the Trust, or any of them.
The parties have executed this Agreement as of the date first written above.
THE HUNTINGTON NATIONAL
BANK THE HUNTINGTON FUNDS
By: /s/ B. Xxxxxxxx Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
Name: B. Xxxxxxxx Xxxxxxx Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President Title: Vice President
and Chief Investment Officer
