Exhibit (h)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUB-ADMINISTRATIVE SERVICES AGREEMENT
This AGREEMENT is made as of December 1, 2001, among Federated Services
Company, a Pennsylvania corporation having its principal office and place
of business at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 ("Federated"), 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" or
"Sub-Administrator") and each of the following investment companies on an
individual and not joint basis (each an "Investment Company"): The
Huntington Funds and Huntington VA Funds, each a Massachusetts business
trust having its principal office and place of business at 0000 Xxxxxxxxx
Xxxxx, Xxxxxxxxxx, XX 00000-0000. Federated, Huntington and each
Investment Company may be individually and collectively referred to as a
"Party" or "Parties."
WHEREAS, each Investment Company is registered as an open-end management
investment company under the Investment Company Act of 1940 (the
"1940 Act"), with portfolios now existing or hereafter created (each such
portfolio, including any classes of shares, a "Fund" and collectively the
"Funds"), and 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, Federated has entered into an Agreement for Administrative
Services, dated August 16, 2001, with each Investment Company under which
Federated provides, among other things, "Administrative Services" (as that
term is defined therein) to each Investment Company; and
WHEREAS, Federated desires to retain Huntington as Sub-Administrator to
assist Federated in providing Administrative Services to each Investment
Company, Huntington agrees to provide such assistance, and each Investment
Company agrees to directly and separately compensate Huntington for such
assistance in lieu of Federated performing such services and being
compensated incrementally therefor;
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 Sub-Administrator.
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Federated appoints Huntington as Sub-Administrator, and Huntington
accepts such appointment under the terms of this Agreement.
Article 2. Huntington's Duties as Sub-Administrator.
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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
sub-administrative services for operation of the business and affairs of
each Investment Company and its Funds:
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
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, fund
accountants, 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
administrators on matters concerning the Investment Company and its
affairs, including researching securities, banking and ERISA
regulatory issues impacting Investment Company operations;
G. 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;
K. coordinate with Investment Company counsel, independent auditors,
rating and publication agencies;
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. review each Fund's tax returns;
T. assist in creating and coordinating strategic and tactical marketing
support to the Funds and the Investment Company; and
U. providing additional assistance to the Investment Company's
administrator, 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 "Sub-Administrative Services." Sub-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) Federated or Huntington reasonably believe they have 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,
Federated 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, Federated 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.
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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 Sub-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, Federated or their 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.
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 Sub-Administrative Services Fee
Exhibit and such other provisions provided in this Agreement. Federated
shall have no responsibility or liability for payment of compensation, fees
or expenses to Huntington. 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 Sub-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 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
federated and state banking requirements and is in good
standing to serve as a sub-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 and Federated,
Huntington may subcontract for the performance of Sub-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 and Federated
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, 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 Federated or its agents or
subcontractors from advisers, sub-advisers, custodian,
fund accountant, 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 Federated, Huntington or their
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
October 16, 2001 and shall continue through October 31, 2004 ("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 or Federated 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 or Federated 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, to Huntington at Xxxxxxxxxx Xxxxxx, 0xx Xxxxx, 00 Xxxxx Xxxx
Xxxxxx, Xxxxxxxx, XX 00000, Attention: Xxxxxx X. Xxxxxxx, Executive Vice
President, Private Financial Group, and to Federated Services Company at
Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx,
00000-0000, Attention: Secretary, or to such other address as the
Investment Company, Huntington or Federated 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, Federated, 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 the
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.
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/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
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Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
SUB-ADMINISTRATIVE SERVICES FEE EXHIBIT
The Investment Company agrees to pay and Huntington hereby agrees to
accept as full compensation for its Sub-Administrative Services under this
Agreement a Sub-Administrative Services fee at the following annual rate:
Fee Rate Average Daily Net Assets of the Fund
-------- ------------------------------------
.06% on the first $4 billion
.055% on the next $3 billion
.05% on assets in excess of $7 billion
There is no minimum annual fee per Fund or Share Class.
IN WITNESS WHEREOF, the Parties hereto have caused this
Sub-Administrative Services Fee Exhibit to be executed in their names and
on their behalf by and through their duly authorized officers, as of the
day and year below.
Dated: December 1, 2001
THE HUNTINGTON FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
