EXHIBIT 23(E)(VII) UNDER FORM N-1A
EXHIBIT 1(E) UNDER ITEM 601/REG. S-K
AMENDMENT TO
DISTRIBUTOR'S CONTRACT
BETWEEN
THE HUNTINGTON FUNDS
AND
EDGEWOOD SERVICES, INC.
This Amendment to the Distributor's Contract ("AGREEMENT") among THE
HUNTINGTON FUNDS (the "FUNDS") and EDGEWOOD SERVICES, INC. ("DISTRIBUTOR") is
made and entered into as of the 23rd day of June, 2006.
WHEREAS, the Funds have entered into the Agreement with the Distributor,
dated June 23, 2006, under and pursuant to which the Distributor is the
principal underwriter of the shares of the Funds;
WHEREAS, the Securities and Exchange Commission and the United States
Treasury Department ("TREASURY DEPARTMENT") have adopted a series of rules and
regulations arising out of the USA PATRIOT Act (together with such rules and
regulations, the "APPLICABLE LAW"), specifically requiring certain financial
institutions, including the Funds and the Distributor, to establish a written
anti-money laundering and customer identification program ("PROGRAM");
WHEREAS, each of the Funds and the Distributor have established a Program
and wish to amend the Agreement to reflect the existence of such Programs and
confirm the allocation of responsibility for the performance of certain required
functions;
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
1. The Funds and the Distributor each represent, warrant and certify that
they have established, and covenant that at all times during the
existence of the Agreement they will maintain, a written anti-money
laundering and customer identification program ("Program") in compliance
with the USA PATRIOT ACT ("Applicable Law").
2. The Funds represent and warrant that the Funds have entered into an
amendment to the agreement with the transfer agent of the Funds, pursuant
to which the transfer agent has agreed to perform all activities,
including the establishment and verification of customer identities as
required by Applicable Law or its Program, with respect to all customers
on whose behalf Distributor maintains an account with the Funds.
3. Distributor covenants that it will enter into appropriate amendments to
selling or other agreements with financial institutions that establish
and maintain accounts with the Funds on behalf of their customers,
pursuant to which such financial institutions covenant to establish and
maintain a Program with respect to those customers in accordance with
Applicable Law.
In all other respects, the Agreement first referenced above shall remain in full
force and effect.
WITNESS the due execution hereof as of the 23rd day of June, 2006.
THE HUNTINGTON FUNDS
By: /s/ X. Xxxxxxxx Xxxxxxx
Name: X. Xxxxxxxx Xxxxxxx
Title: President
EDGEWOOD SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxx, Xx.
Name: Xxxxxxx X. Xxxxx, Xx.
Title: President