EXHIBIT 23(H)(XV) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
FIRST AMENDMENT TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
THIS FIRST AMENDMENT TO SUB-ADMINISTRATIVE SERVICES AGREEMENT
("Amendment") is among FEDERATED SERVICES COMPANY ("Federated"), THE HUNTINGTON
NATIONAL BANK ("Huntington") and THE HUNTINGTON FUNDS ("Investment Company").
WITNESSETH:
WHEREAS, Federated, Huntington and Investment Company are parties to that
certain Administrative Services Agreement dated as of June 23,2 006 (the
"Original Agreement");
WHEREAS, Huntington and Investment Company desire to amend the SUB-
ADMINISTRATIVE SERVICES FEE EXHIBIT to the Original Agreement to accurately
reflect the original intent and mutual understanding of the parties by replacing
the heading "Average Daily Net Assets of the Fund" in the annual rate table with
the heading "Average Daily Net assets of the Funds");
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 of the SUB-ADMINISTRATIVE SERVICES FEE EXHIBIT
is hereby deleted in its entirety and restated as follows:
Fee Rate Average Daily Net Assets of the Funds
.05% on the first $3 billion
.04% on the next $2 billion
.03% on assets in excess of $5 billion
2. For clarity, and notwithstanding anything in the Original Agreement
to the contrary, the parties agree that the terms of the Sub-Administrative
Services Fee Exhibit as set forth in this Amendment have governed the parties
hereto, and it is the intent of the parties that the terms of the Sub-
Administrative Services Fee Exhibit as set forth in this Amendment shall be
deemed to have governed the parties hereto, since June 23, 2006.
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 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 June 29, 2007
by a duly authorized officer of each party.
FEDERATED SERVICES COMPANY THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxx, Xx. By: /s/ B. Xxxxxxxx Xxxxxxx
Name: Xxxxxxx X. Xxxxx, Xx. Name: B. Xxxxxxxx Xxxxxxx
Title: Vice President Title: Executive Vice President
THE HUNTINGTON FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President