Exhibit 23(h)(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AMENDMENT TO MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
HUNTINGTON VA FUNDS
This Amendment to Mutual Fund Services Agreement (this "Amendment") is made
and entered into as of October 1, 2003, by and between Huntington VA 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 September 22, 2003, and
effective as of 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. HUNTINGTON VA 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
