SHAREHOLDER SERVICES AGREEMENT
Exhibit
(h)(52) under Form N-1A
Exhibit
10 under Item 601/Reg. S-K
This Agreement is made between the
Financial Institution executing this Agreement ("Provider") and The Huntington
Funds (“Funds”) on behalf of certain classes of shares ("Classes") listed in
Exhibit A hereto pursuant to the Funds’ Shareholder Services Plan
("Plan"). In consideration of the mutual covenants, hereinafter
contained, it is hereby agreed by and between the parties hereto as
follows:
1. The
Funds hereby appoint Provider to render or cause to be rendered personal
services to shareholders of the Fund and/or the maintenance of accounts of
shareholders of the Funds ("Services"). Provider agrees to provide
Services which, in its best judgment, are necessary or desirable for its
customers who are investors in the Funds. Provider further agrees to
provide the Funds or its agents, upon request, a written description of the
Services which Provider is providing hereunder.
2. The
Services to be provided under Paragraph 1 may include, but are not limited to,
the following:
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(a)
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communicating
account openings through facsimile transmission from a machine located on
the Provider's premises (by "fax") or through a pouch sent by overnight
air courier by Provider (by "pouch") or
otherwise;
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(b)
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communicating
account closings by fax or pouch or
otherwise;
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(c)
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communicating
purchase transactions by fax or pouch or
otherwise;
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(d)
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communicating
redemption transactions by fax or pouch or
otherwise;
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(e)
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electronically
transferring and receiving funds for Fund share purchases and
redemptions;
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(f)
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reviewing
the activity in Fund accounts with respect to which Provider has
communicated instructions (but not reviewing all activity in Fund
accounts);
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(g)
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providing
training and supervision of its personnel;
and
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(h)
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responding
to customers' and potential customers' questions about the
Funds.
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The
Services listed above are illustrative. The Provider is not required
to perform each service and may at any time perform either more or fewer
Services than described above.
3. During
the term of this Agreement, the Funds will pay the Provider a maximum fee (if
any) as set forth in a written schedule delivered to the Provider pursuant to
this Agreement. The maximum fee may be changed by the Funds and
Provider pursuant to Paragraph 10 of this Agreement. For the payment
period in which this Agreement becomes effective or terminates, there shall be
an appropriate proration of the fee on the basis of the number of days that this
Agreement is in effect during the quarter.
4. The
Provider agrees not to solicit or cause to be solicited directly, or indirectly
at any time in the future, any proxies from the shareholders of a Fund in
opposition to proxies solicited by management of the Fund, unless a court of
competent jurisdiction shall have determined that the conduct of a majority of
the Board of Trustees of the Fund constitutes willful misfeasance, bad faith,
gross negligence or reckless disregard of their duties. This
paragraph 4 will survive the term of this Agreement.
5. This
Agreement shall continue in effect with respect to each Class presently set
forth on an exhibit and any subsequent Classes added pursuant to an
exhibit.
6. Notwithstanding
paragraph 5, this Agreement may be terminated as follows:
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(a)
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at
any time, without the payment of any penalty, by the vote of a majority of
the Board of Trustees of a Fund or by a vote of a majority of
the outstanding voting securities of the Fund as defined in the Investment
Company Act of 1940 on not more than sixty (60) days' written notice to
parties to this Agreement; and
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(b)
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at
any time, without the payment of any penalty, by Provider without cause by
giving the Funds at least sixty (60) days' written notice of its intention
to terminate.
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7. Provider
agrees to obtain taxpayer identification numbers from its customers as required
by the Internal Revenue Code and applicable Treasury regulations, and to provide
the Fund or its designee with such information. The Fund or its
designee will review customer documentation submitted by Provider and will
notify Provider if such information has not been provided, and, if the Internal
Revenue Service determines taxpayer identification information furnished by
Provider is inaccurate, will notify Provider of such
determination. In such a case, Provider will either obtain the
missing or correct information or advise the Fund or its designee to implement
required backup withholding in accordance with procedures under the Internal
Revenue Code and applicable Treasury regulations.
8. Provider
and Funds acknowledge and agree that Provider may perform the Services through
its own dedicated employees or cause the Services to be performed through
employees who are dual employees of Provider and one of of Provider's
wholly-owned subsidiaries.
9. This
Agreement supersedes any prior service agreements between the parties for the
Funds.
10. This
Agreement may not be amended or modified except by a writing executed by each of
the parties.
11. The
execution and delivery of this Agreement have been authorized by the Trustees of
the Funds and signed by an authorized officer of the Funds, acting as such, and
neither such authorization by such Trustees nor such execution and delivery by
such officer shall be deemed to have been made by any of them individually or to
impose any liability on any of them personally, and the obligations of this
Agreement are not binding upon any of the Trustees or shareholders of the Funds,
but bind only the property of the Funds as provided in the Declaration of Trust
of the Funds.
12. This
Agreement shall be construed in accordance with the Laws of the Commonwealth of
Pennsylvania.
[NAME
AND ADDRESS OF PROVIDER]
Dated: April
30,
2007 By:
Authorized
Signature:
Title:
Print
Name of Authorized Signature
THE
HUNTINGTON FUNDS
00 Xxxxx
Xxxx Xxxxxx
Xxxxxxxx,
Xxxx 00000
By:
Name: Xxxxxx
X. Xxxxxxx
Title: Vice
President
Amended
and Restated Amendment #1 to EXHIBIT A
to
Shareholder Services Agreement with
respect
to the The Huntington Funds (the “Funds”)
(Revised
as of May 1, 2008)
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Fund
Name
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Share
Class
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Huntington
Dividend Capture Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Fixed Income Securities Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Growth Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Income Equity Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Intermediate Government Income Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
International Equity Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Macro 100 Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Michigan Tax-Free Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Mid Corp America Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Money Market Fund
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Investment
A Shares, Investment B Shares, Interfund Shares, Trust
Shares
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Huntington
Mortgage Securities Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
New Economy Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Ohio Municipal Money Market Fund
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Investment
A Shares, Trust Shares
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Huntington
Ohio Tax-Free Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Real Strategies Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Rotating Markets Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Short/Intermediate Fixed Income Securities Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Situs Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
Tax-Free Money Market Fund
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Investment
A Shares, Trust Shares
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Huntington
Technical Opportunities Fund
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Investment
A Shares, Investment B Shares, Trust Shares
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Huntington
U.S. Treasury Money Market Fund
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Investment
A Shares, Trust Shares
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Huntington
VA Dividend Capture Fund
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Undesignated
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Huntington
VA Growth Fund
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Undesignated
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Huntington
VA Income Equity Fund
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Undesignated
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Huntington
VA International Equity Fund
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Undesignated
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Huntington
VA Macro 100 Fund
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Undesignated
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Huntington
VA Mid Corp America Fund
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Undesignated
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Huntington
VA Mortgage Securities Fund
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Undesignated
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Huntington
VA New Economy Fund
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Undesignated
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Huntington
VA Real Strategies Fund
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Undesignated
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Huntington
VA Rotating Markets Fund
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Undesignated
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Huntington
VA Situs Fund
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Undesignated
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Shareholder Service
Fees
1. During
the term of this Agreement, the Provider is entitled to a maximum fee, payable
quarterly. This maximum fee will be computed at the annual rate of
..25% of the average net asset value of shares of the Funds held during the
quarter in accounts for which the Provider provides Services under this
Agreement, so long as the average net asset value of Shares in the Funds during
the quarter equals or exceeds such minimum amount as the Funds shall from time
to time determine and communicate in writing to the Provider. The
maximum fee rate stated above is subject to any limitations or waivers described
in the Funds’ current prospectus. Please refer to the current
prospectus for current accrual amounts that are payable. This fee may
be waived by Provider from time to time at its own discretion.
2. For the
quarterly period in which the Shareholder Services Agreement becomes effective
or terminates, there shall be an appropriate proration of any fee payable on the
basis of the number of days that the Agreement is in effect during the
quarter.
