EXHIBIT 23(H)(VI) UNDER FORM N-1A
EXHIBIT 10 UNDER ITEM 601/REG. S-K
ADMINISTRATIVE SERVICES AGREEMENT
This AGREEMENT is made as of June 23, 2006, between THE HUNTINGTON NATIONAL
BANK, a national banking association having its principal office and place of
business at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX 00000 ("HUNTINGTON") and THE
HUNTINGTON FUNDS, a Delaware statutory trust having its principal office and
place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000.
("INVESTMENT COMPANY"). The Investment Company is entering into this
Agreement on behalf of (and legally binds) its portfolios now existing or
hereafter created, which shall be listed in the attached INVESTMENT COMPANY
EXHIBIT and revised from time to time (each such portfolio, including any
classes of shares, a "FUND" and collectively the "FUNDS"). Huntington is
entering into this Agreement on behalf of itself and any of its subsidiaries
with which it may subcontract under this Agreement. Huntington and the
Investment Company may be individually and collectively referred to as a
"PARTY" or "PARTIES."
WHEREAS, the Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940 (the "1940 ACT"),
with authorized and issued shares of beneficial interests ("SHARES"), each of
which may be designated or divided into one or more classes ("CLASS" or
"CLASSES");
WHEREAS, the Investment Company desires to appoint Huntington as
administrator to provide the Administrative Services described in this
Agreement either exclusively or in conjunction with one or more sub-
administrators, and Huntington desires to provide such services in return for
the compensation identified in this Agreement and the related ADMINISTRATIVE
SERVICES FEE EXHIBIT;
WHEREAS, Huntington and the Investment Company propose to enter into a Sub-
Administrative Services Agreement with Federated Services Company
("FEDERATED") under which Federated will provide certain sub-administrative
services and for which Huntington will compensate Federated;
NOW THEREFORE, in consideration of the promises and mutual covenants
contained in this Agreement, and intending to be legally bound, the Parties
agree to the following:
ARTICLE 1. APPOINTMENT AS ADMINISTRATOR.
The Investment Company appoints Huntington as Administrator, and Huntington
accepts such appointment under the terms of this Agreement.
ARTICLE 2. HUNTINGTON'S DUTIES AS ADMINISTRATOR.
Subject to the supervision and control of the Investment Company's Board of
Trustees ("BOARD") and in accordance with Proper Instructions (as defined
hereafter) from the Investment Company, Huntington will provide facilities,
equipment, and personnel to carry out the following administrative services
for operation of the business and affairs of each Investment Company and each
of its Funds. In all cases, Huntington shall remain subject to the
supervision and control of the Investment Company's Board of Trustees
("BOARD"). Huntington shall exclusively or in conjunction with any other Fund
sub-administrator:
A. assist in drafting, reviewing and maintaining the materials,
minutes and scripts of Investment Company Board and Fund
shareholder meetings;
B. assist in coordinating Board meeting dates, agendas,
responsibilities and deadlines;
C. assist in preparing, filing, and maintaining the Investment
Company's governing documents and any amendments thereto,
including the Agreement and Declaration of Trust (which has
already been prepared and filed) and By-laws (collectively, the
"CHARTER DOCUMENTS"), and minutes of Board and Fund shareholder
meetings;
D. assist in preparing, reviewing and filing with the Securities
and Exchange Commission ("SEC") and the appropriate state
securities authorities: (i) the registration statements for the
Investment Company and its Shares, including any prospectus,
statement of additional information ("PROSPECTUS") any and all
amendments and supplements thereto ("REGISTRATION STATEMENT");
(ii) reports to regulatory authorities and Fund shareholders;
(iii) routine proxy statements; and (iv) such other documents
necessary for the Investment Company to continuously offer its
shares unless the Investment Company has directed another
service provider to be responsible for such document preparation
and filing;
E. assist in preparing, negotiating, and administering contracts on
behalf of the Investment Company with, among others, the
Investment Company's investment advisers, sub-investment
advisers, administrators, fund accountants, transfer agents,
custodians, and distributors, subject to any applicable
restrictions of the Board or the 1940 Act;
F. assist in coordinating the layout and printing of Prospectuses
and other publicly disseminated reports;
G. perform internal audit examinations in accordance with a charter
to be adopted by the Parties;
H. coordinate and assist with the design, development, and
operation of the Investment Company;
I. provide individuals reasonably acceptable to the Board for
nomination, appointment, or election as Investment Company
officers, who will manage certain of the Investment Company's
affairs as determined by the Board, including coordinating
reports and presentations of the Investment Company's service
providers;
J. consult with the Investment Company, its Board, and any other
service providers on matters concerning the Investment Company
and its affairs, including researching securities, banking and
ERISA regulatory issues impacting Investment Company operations;
K. assist in the development and preparation of due diligence
materials to assist the Board's consideration and approval of
the Investment Company's service providers; assist in
coordinating with fund counsel, independent auditors (including
providing records), portfolio accountant, custodians and sub-
custodians, rating and publication agencies, outside vendors
(including printing and mailing income breakdown data to client
services and transfer agent), and the SEC regarding inspections
(including providing records) and comments on registration
statements;
L. coordinate printing, distribution and tabulation of shareholder
proxies;
M. assist in the drafting and production of account applications
and operational matters relating to establishing new accounts;
N. coordinate Trustee fee payments;
O. produce or coordinate production of operating and compliance
reports;
P. perform periodic oversight of the Investment Company's custodian
and fund accountant in the maintenance of each Fund's general
ledger and in the preparation of each Fund's financial
statements, including oversight of expense accruals and
payments, of the determination of each Fund's net asset value
and of the declaration and payment of a Fund's dividends and
other shareholder distributions;
Q. monitor expenses, calculate the per share dividend and capital gains
or losses, if any, for declaration and payment in the manner
determined from time to time by the Board, and monitor compliance
with the distribution requirements of a regulated investment company
under Subchapter M of the Internal Revenue Code of 1986;
R. oversee calculation of performance data of each Fund for
dissemination to information services covering the investment
company industry;
S. assist in creating and coordinating strategic and tactical
marketing support to the Funds and the Investment Company;
T. prepare compliance policies and procedures pursuant to Rule 38a-
1 under the 1940 Act with respect to the administrative services
it provides, and coordinate with the Investment Company's Chief
Compliance Officer on annual reviews of Huntington's procedures
as required by such rule;
U. oversee monitoring of shareholder accounts to detect and prevent
frequent trading and late trading,
V. assist transfer agent in providing personnel and support in
implementing and monitoring anti-money laundering efforts;
W. coordinate with the investment adviser and fund accountant in
monitoring security pricing and fair valuation efforts;
X. coordinate and assist with the disclosure of proxy voting
policies and procedures and proxy voting results with proxy
vendors, and assist in the preparation and review of Form N-PX
filings;
Y. provide administrative support and assistance to document third
party distribution efforts (including variable annuity
platforms), such as assisting in account initialization and
contract negotiation processes; and
Z. provide additional assistance to the Investment Company as
Huntington may mutually agree from time to time, and provide
general service relating to the Funds' operations.
The foregoing, along with any additional services that Huntington shall
agree in writing to perform under this Agreement, shall hereafter be referred
to as "ADMINISTRATIVE SERVICES." Administrative Services shall not include
any duties, functions, or services to be performed for the Investment Company
by its investment adviser, sub-adviser, distributor, custodian, fund
accountant (recordkeeper) or transfer agent pursuant to their respective
contracts with the Investment Company or Huntington.
ARTICLE 3. COMMON PERSONNEL
Any person (even though also a Huntington officer, director, trustee,
partner, employee or agent) who may be or become an Investment Company officer,
trustee, partner, employee or agent, shall be deemed, when rendering services to
the Investment Company or acting on any Investment Company business (other than
services or business in connection with Huntington's duties hereunder) to be
rendering such services to or acting solely for the Investment Company and not
as a Huntington officer, director, trustee, partner, employee or agent or one
under the control or direction of Huntington even though paid by Huntington.
ARTICLE 4. PROPER INSTRUCTIONS.
As used throughout this Agreement, a "PROPER INSTRUCTION" means written
instructions identifying the specific transaction or types of transactions
involved that is signed or initialed by one or more person or persons authorized
by the Board. Oral instructions are deemed Proper Instructions if (a)
Huntington reasonably believes it has been given by a person previously
authorized in writing to give such oral instructions with respect to the
transaction involved, and (b) the Investment Company or Huntington promptly
cause such oral instructions to be confirmed in writing. Proper Instructions
may include communications effected directly between electro-mechanical or
electronic devices provided that the Investment Company and Huntington are
satisfied that such procedures afford adequate safeguards for the Funds' assets.
Proper Instructions may only be amended in writing.
ARTICLE 5. INVESTMENT COMPANY BOOKS, RECORDS AND PROPERTY.
Huntington shall create, maintain and preserve all necessary books and
records in accordance with all applicable laws, rules and regulations,
including but not limited to records required by Section 31(a) of, and Rule
31a-2 under, the 1940 Act pertaining to the Administrative Services that it
performs and which are not otherwise created, maintained and preserved by
another party for the Investment Company. Such books and records shall be the
Investment Company's property.
The Investment Company or its authorized representatives may inspect such
books and records at Huntington's premises during its normal business hours.
At the Investment Company's request or pursuant to Proper Instructions,
Huntington will promptly provide copies of any such books and records to the
Investment Company or its authorized representatives at the Investment
Company's expense.
Upon the expiration of this Agreement and pursuant to Proper Instructions,
Huntington will turn over to the Investment Company or its authorized
representatives those Investment Company books, records and documents that
Huntington created and maintained under this Agreement, provided that
Huntington is reimbursed for all payments and expenses due and remaining under
this Agreement, and further provided that such books and records are no longer
needed by Huntington in performing its services or for its protection. Absent
Proper Instructions regarding the delivery of Investment Company's books and
records, Huntington may deliver them to the Investment Company's principal
place of business or retain them for six years, during the first two years of
which such documents will be in readily accessible form. Any books and
records in Huntington's possession beyond that time period may be destroyed
without further notice. In addition, Huntington has the right to deliver to a
bank or trust company, which is a "bank" as defined in the 1940 Act, of its
own selection, having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $2,000,000, all
Investment Company property (including books, records and documents) that
Huntington held under this Agreement.
Huntington agrees to maintain the security and confidentiality of nonpublic
personal information ("NPI") of Fund customers and consumers, as those terms
are defined in SEC's Xxxxxxxxxx X-X, 00 XXX Part 248. Huntington agrees to
use and redisclose such NPI for the limited purposes of processing and
servicing transactions; for specified law enforcement and miscellaneous
purposes; and to service providers or in connection with joint marketing
arrangements directed by the Investment Company, in each instance in
furtherance of fulfilling Huntington's obligations under this Agreement and
consistent with the exceptions provided in 17 CFR Sections 248.14, 248.15 and
248.13, respectively.
Huntington further agrees to maintain the confidentiality of the Fund's
nonpublic information it receives in its role as Administrator, and to
redisclose it only to authorized individuals or third parties in a manner
consistent with the services contemplated under this Agreement and as
proscribed or permitted by the Investment Company's policies and procedures on
the disclosure of confidential information.
ARTICLE 6. COMPENSATION AND EXPENSES.
As compensation for services under this Agreement, the Investment Company
shall compensate Huntington in accordance with the schedule of fees and
expenses outlined in the Agreement's Administrative Services Fee Exhibit and
such other provisions provided in this Agreement. Huntington shall have sole
responsibility and liability for payment of compensation to Federated except
for out-of-pocket expenses, which shall be borne by the Investment Company.
Any fee exhibits shall be dated and executed by a duly authorized officer of
the Investment Company and Huntington. Any amendments or adjustments to these
fee exhibits shall be in writing and similarly executed. However, from time
to time in its sole discretion, Huntington may waive all or a portion of such
compensation it is entitled to receive under this Agreement. All rights of
compensation shall survive the termination of this Agreement.
Any compensation payable to Huntington shall be prorated for periods of
less than a month, and shall be calculated with references to a Fund's assets
as determined in the time and manner specified in each Fund's Prospectus.
The Investment Company will accrue daily and pay Huntington monthly (or
daily at Huntington's request) all compensation and out of pocket expenses
contemplated under this Agreement. Out-of-pocket expenses include but are not
limited to postage (including overnight courier service), envelopes,
telephones, telecommunication charges (including Fax), travel, duplicating,
forms, supplies, microfiche, and expenses incurred at the specific direction
of the fund. Out-of-pocket disbursements shall also include such other items
agreed upon between the Parties from time to time. The Investment Company
will reimburse Huntington for any non-routine expenses (reasonable or
otherwise) it incurs at the Investment Company's request or consent.
Huntington will maintain detailed information about such compensation and out
of pocket expenses.
Huntington shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide
the Administrative Services, including the compensation of Huntington
employees who serve as Investment Company trustees or officers. Unless the
Agreement explicitly provides to the contrary, the Investment Company shall be
solely responsible, and shall promptly reimburse Huntington, for all expenses
Huntington or Federated incurs on the Investment Company's behalf, including
without limitation fees and expenses related to: postage and courier services;
printing, document production, registration and filings; travel; outside
counsel, independent auditors, or other professional services; organization of
the Investment Company and its Funds; insurance coverage; interest; membership
in trade organizations; compensation of persons who are not Huntington's
employees; custody, fund accounting, investment advisory, and other service
providers; brokerage services; taxes; Board members; fees payable to federal,
state and other governmental agencies; and all other expenses properly payable
by the Investment Company.
ARTICLE 7. DOCUMENTS.
A. On or before the execution of this Agreement, the Investment Company
shall provide Huntington with the following documents:
(1) A copy of the Investment Company's Charter Documents;
(2) A copy of the Board resolution authorizing this Agreement; and
(3) A copy of each Fund's Prospectus.
B. From time to time, the Investment Company will furnish Huntington upon
its request with following documents:
(1) The Investment Company's Registration Statement and related
amendments as filed with the SEC, and orders regarding the sale
of Shares;
(2) A certified copy of each amendment to the Charter Documents;
(3) Certified copies of each Board vote authorizing Investment
Company officers to give Proper Instructions; and
(4) Such other certifications, documents or opinions that Huntington
may, in its discretion, deem necessary or appropriate to
properly perform its duties under this Agreement.
ARTICLE 8. REPRESENTATIONS AND WARRANTIES.
A. REPRESENTATIONS AND WARRANTIES OF HUNTINGTON
Huntington represents and warrants to the Investment Company that:
(1) It is a nationally-chartered banking institution duly organized,
existing and in good standing under the laws of its charter;
(2) It is duly qualified to carry on its business in each
jurisdiction where the nature of its business requires such
qualification;
(3) It is empowered under applicable laws, its organizational
documents and company proceedings to enter into and perform this
Agreement;
(4) It has and will have access to the necessary facilities,
equipment and personnel to perform its duties and obligations
under this Agreement; and
(5) It is in compliance with federal securities law and applicable
federal and state banking requirements and is in good standing
to serve as an administrator under this Agreement.
B. REPRESENTATIONS AND WARRANTIES OF THE INVESTMENT COMPANY
The Investment Company represents and warrants to Huntington that:
(1) It is an investment company duly organized, existing and in good
standing under the laws of its state of organization;
(2) It is empowered under applicable laws, by its Charter Documents
and company proceedings to enter into and perform its
obligations under this Agreement;
(3) It is an open-end investment company registered under the 1940
Act; and
(4) A registration statement under the 1933 Act and 1940 Act is or
will be effective, and appropriate authorizations for state
securities law filings have been made and will continue to be
made, with respect to all Shares being offered for sale.
ARTICLE 9. INVESTMENT COMPANY'S RESPONSIBILITIES.
The Investment Company shall be solely responsible for the preparation,
contents and distribution of a Fund's offering document and its Registration
Statement and for complying with all applicable requirements of the Securities
Act of 1933 (the "1933 ACT"), the 1940 Act, the Internal Revenue Code, and any
other laws, rules and regulations of government authorities having
jurisdiction.
ARTICLE 10. HUNTINGTON'S RESPONSIBILITY.
Huntington shall not be liable for any error of judgment or mistake of law
or for any loss suffered by the Investment Company in connection with the
matters to which this Agreement relates, except a loss resulting from willful
misfeasance, bad faith, gross negligence on its part in the performance of
Huntington's duties or from reckless disregard by it of its obligations and
duties under this Agreement.
ARTICLE 11. ASSIGNMENT.
Except as provided below, neither this Agreement nor any of the rights or
obligations under this Agreement may be assigned by a Party without the written
consent of the other Party.
A. Either Party may assign all of or a substantial portion of its business
to a successor, or to a party controlling, controlled by, or under
common control with such Party upon prior written notice. This
Agreement shall inure to the benefit of and be binding upon the Parties
and their respective permitted successors and assigns.
B. Without further consent of the Investment Company, Huntington may
subcontract for the performance of Administrative Services with a
wholly-owned subsidiary of Huntington, or with any other subsidiary
owned or controlled by Huntington Bancshares Incorporated. Huntington
shall be held to the same level of responsibility and liability to the
Investment Company for this subcontractor's acts and omissions.
C. Upon Proper Instructions from the Investment Company, Huntington will
subcontract for the performance of services under this Agreement with an
agent selected by the Investment Company, other than as described in A.
and B. above; but Huntington is not responsible for the acts and omissions
of such agent.
ARTICLE 12. INDEMNIFICATION.
A. INDEMNIFICATION BY INVESTMENT COMPANY
Huntington shall not be responsible for and the Investment Company or
Fund shall indemnify and hold harmless Huntington, including its
affiliates and all their officers, directors, trustees, employees,
shareholders and agents against any and all losses, damages, costs,
charges, counsel fees, payments, expenses and liabilities arising out
of or attributable to:
(1)The acts or omissions of any entity that contracts with and/or
provides services to the Investment Company (including any
adviser, sub-adviser, custodian, fund accountant, transfer
agent, or administrator other than Huntington) other than a
subcontractor Huntington selects under Article 11.A. or 11.B.
(2)The reliance on or use by Huntington or its agents or
subcontractors of information, records and documents in proper
form which
(a) are received by Huntington or its agents or subcontractors
from advisers, sub-advisers, custodian, fund accountant,
transfer agent, or other third parties contracted by or
approved by the Investment Company or Fund for use in the
performance of services under this Agreement; or
(b) have been prepared and/or maintained by the Investment
Company or its affiliates or any other person or firm on
behalf of the Investment Company.
(3)The reliance on, or the carrying out by Huntington or its agents
or subcontractors of, Proper Instructions of the Investment
Company or a Fund.
(4)The offer or sale of Shares in violation of any requirement
under the federal securities laws or regulations or the
securities laws or regulations of any state that such Shares be
registered in such state or in violation of any stop order or
other determination or ruling by any federal agency or any state
with respect to the offer or sale of such Shares in such state.
Provided, however, that Huntington shall not be protected by this
Article 12A. from liability for any act or omission resulting from
Huntington's willful misfeasance, bad faith, gross negligence, or
reckless disregard of its duties.
B. Reliance
At any time Huntington may apply to an Investment Company officer for
instructions, and may consult with legal counsel (who may be counsel
for the Investment Company) with respect to any matter arising in
connection with the services to be performed by Huntington under this
Agreement, and Huntington and its agents or subcontractors shall not
be liable and shall be indemnified by the Investment Company or the
appropriate Fund for any action reasonably taken or omitted by it in
good faith reliance upon such instructions or upon the opinion of such
counsel, provided such action is not in violation of applicable
federal or state laws or regulations.
C. Notification
The Party seeking indemnification under this Agreement ("CLAIMANT")
shall use all reasonable care to promptly identify and notify the
Party against whom indemnification is or may be sought ("INDEMNIFIER")
concerning any situation that involves or probably will involve a
claim for indemnification, and shall advise the Indemnifier of all
pertinent facts and developments concerning such situation. The
Indemnifier has the option to defend Claimant against any
indemnifiable claim. If the Indemnifier elects to defend the
Claimant, Indemnifier must first notify Claimant before taking over
complete defense of the claim. Thereafter, Claimant shall initiate no
further legal or other expenses for which it would seek
indemnification under this Agreement. Further, the Claimant shall not
confess any claim or compromise any case for which the Indemnifier
would be obligated to indemnify Claimant unless the Indemnifier gives
prior written consent.
ARTICLE 13. TERM AND TERMINATION OF AGREEMENT.
The services and compensation under this Agreement shall be effective on
June 23, 2006, and shall continue through October 31, 2006 ("INITIAL TERM").
Thereafter, the Agreement will automatically renew for successive twelve (12)
month terms (a "RENEWAL TERM") unless Huntington receives written notice of
termination from the Investment Company no less than ninety (90) days prior to
the expiration of the Initial Term or a Renewal Term. The termination date
for all original or after-added Funds that are, or become, covered under this
Agreement shall be coterminous.
In addition, each Party reserves the right to immediately terminate this
Agreement upon giving written notice of: the dissolution or liquidation of
either Party or other cessation of business other than a merger,
reorganization, recapitalization, sale of all or substantially all of the
assets of such Party as an ongoing business, or other transaction designed to
defeat or frustrate the economic purposes and contractual obligations of
either Party under this Agreement; financial difficulties on the part of
either Party which is evidenced by the authorization or commencement of, or
involvement by way of pleading, answer, consent, or acquiescence in, a
voluntary or involuntary case under Title 11 of the United States Code, as
from time to time is in effect, or any applicable law, other than said Title
11, of any jurisdiction relating to the liquidation or reorganization of
debtors or to the modification or alteration of the rights of creditors; or a
final, unappealable judicial, regulatory or administrative ruling or order in
which either Party has been found guilty of criminal behavior in the conduct
of its business.
If the Investment Company terminates this Agreement, the Investment Company
bears full responsibility and will promptly reimburse Huntington for its
reasonable out-of-pocket expenses associated with transferring or moving
Investment Company books, records and materials maintained by Huntington under
this Agreement. Additionally, Huntington reserves the right to charge the
Investment Company for any other reasonable expenses associated with such
termination. The provisions of ARTICLE 10. HUNTINGTON'S RESPONSIBILITY and
ARTICLE 12. INDEMNIFICATION shall survive this Agreement's termination.
ARTICLE 14. NOTICES.
Unless otherwise specifically provided herein, notices and other writings
shall be delivered or mailed postage prepaid to the Investment Company at 0000
Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary, and to
Huntington at Huntington Center, 5th Floor, 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, XX
00000, Attention: Xxxxxx X. Xxxxxxx, Executive Vice President, Private
Financial Group, or to such other address as the Investment Company or
Huntington may hereafter specify in writing, and shall be deemed to have been
properly delivered or given hereunder.
ARTICLE 15. GOVERNING LAW AND VENUE
The laws of the Commonwealth of Pennsylvania shall govern the construction
and interpretation of this Agreement without regard to the conflict of laws
principle. The Parties irrevocably consent to the jurisdiction and venue of
any federal or state court in Allegheny County in the Commonwealth of
Pennsylvania, in connection with any action or proceeding arising out of this
Agreement. The Parties also irrevocably waive the right to object to the
venue of any court on the ground of forum non conveniens.
ARTICLE 16. AMENDMENTS AND ADDITIONAL PROVISIONS.
This Agreement may be amended or modified only by a written agreement
executed by all Parties. From time to time, Huntington and/or the Investment
Company may agree on interpretive or additional provisions under this
Agreement that are consistent with the Agreement's operation and general tenor
and do not contravene any applicable federal or state regulations or any
provision of the Charter Documents. Any such interpretive or additional
provisions shall be written, signed by both Parties, and attached to this
Agreement, but shall not be deemed to be an amendment to this Agreement.
ARTICLE 17. COUNTERPARTS.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original.
ARTICLE 18. MERGER OF AGREEMENT.
This Agreement constitutes the entire agreement among the Parties and
supersedes any prior oral or written agreement of the Parties.
ARTICLE 19. SEVERABILITY.
In the event any provision of this Agreement is held illegal, void or
unenforceable, the balance of this Agreement shall remain in effect.
ARTICLE 20. FORCE MAJEURE.
Huntington shall have no liability for cessation of services hereunder or
any damages resulting therefrom to the Investment Company as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, communication disruption or other impossibility of performance.
However, Huntington represents that it has a business continuity plan designed
to restore services as promptly as practicable upon such events.
ARTICLE 21. LIMITATIONS OF LIABILITY OF INVESTMENT COMPANY TRUSTEES AND
SHAREHOLDERS.
The execution and delivery of this Agreement have been authorized by the
Investment Company Trustees and signed by an authorized Investment Company
officer, acting as such, and neither such authorization by these 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 Investment Company, but bind only the
property of the individual Funds, or Class, as provided in the Declaration of
Trust.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly
authorized officers, as of the day and year first above written.
THE HUNTINGTON FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ B. Xxxxxxxx Xxxxxxx
Name: B. Xxxxxxxx Xxxxxxx
Title: Executive Vice President and Chief
Investment Officer
