Exhibit h(i) under Form N-1A
Exhibit 10 under Item 601/Reg S-K
MUTUAL FUND SERVICES AGREEMENT
Transfer Agency Services
between
HUNTINGTON FUNDS
and
UNIFIED FUND SERVICES, INC.
March 12, 2002
Exhibit A - Portfolio Listing
Exhibit B - Transfer Agency Services Description
Exhibit C - Fees and Expenses
MUTUAL FUND SERVICES AGREEMENT
AGREEMENT (this "Agreement"), dated as of March 12, 2002, between the
Huntington Funds, a Massassachusetts business trust (the "Fund"), and Unified
Fund Services, Inc., a Texas corporation ("Unified").
WITNESSTH:
WHEREAS, the Fund is registered as an open-end, management investment
company under the Investment Company Act of 1940, as amended (the "1940 Act");
and
WHEREAS, the Fund wishes to retain Unified to provide certain transfer
agent services with respect to the Fund, and Unified is willing to furnish such
services;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the parties hereto hereby agree as follows:
Section 1. Appointment. The Fund hereby appoints Unified to provide
transfer agent services for the Fund, subject to the supervision of the Board of
Trustees of the Fund (the "Board"), for the period and on the terms set forth in
this Agreement. Unified accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Section
6 and Exhibit C to this Agreement. The Fund will initially consist of the
portfolios, funds and/or classes of shares (each a "Portfolio"; collectively the
"Portfolios") listed on Exhibit A. The Fund shall notify Unified in writing of
each additional Portfolio established by the Fund. Each new Portfolio shall be
subject to the provisions of this Agreement, except to the extent that the
provisions (including those relating to the compensation and expenses payable by
the Fund and its Portfolios) may be modified with respect to each new Portfolio
in writing by the Fund and Unified at the time of the addition of the new
Portfolio.
Section 2. Representations and Warranties of Unified. Unified
represents and warrants to the Fund that:
(a) Unified is a corporation duly organized and existing under the laws of
the State of Texas;
(b) Unified is empowered under applicable laws and by its Articles of
Incorporation and By-Laws to enter into and perform this Agreement, and all
requisite corporate proceedings have been taken by Unified to authorize Unified
to enter into and perform this Agreement;
(c) Unified has, and will continue to have, access to the facilities,
personnel and equipment required to fully perform its duties and obligations
hereunder;
(d) no legal or administrative proceedings have been instituted or
threatened against Unified that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) Unified's entrance into this Agreement will not cause a material breach
or be in material conflict with any other agreement or obligation of Unified or
any law or regulation applicable to Unified.
Section 3. Representations and Warranties of the Fund. The Fund represents
and warrants to Unified that:
(a) the Fund is a business trust duly organized and existing under the laws
of the State of Massassachusetts;
(b) the Fund is empowered under applicable laws and by its Declaration of
Trust and By-Laws to enter into and perform this Agreement, and the Fund has
taken all requisite proceedings to authorize the Fund to enter into and perform
this Agreement;
(c) the Fund is an investment company properly registered under the 1940
Act; a registration statement under the Securities Act of 1933, as amended
("1933 Act"), and the 1940 Act on Form N-lA has been filed and will be effective
and will remain effective during the term of this Agreement, and all necessary
filings under the laws of the states will have been made and will be current
during the term of this Agreement;
(d) no legal or administrative proceedings have been instituted or
threatened against the Fund that would impair its ability to perform its duties
and obligations under this Agreement; and
(e) the Fund's entrance into this Agreement will not cause a material
breach or be in material conflict with any other agreement or obligation of the
Fund or any law or regulation applicable to it.
Section 4. Delivery of Documents. The Fund will promptly furnish to Unified
such copies, properly certified or authenticated, of contracts, documents and
other related information that Unified may request or requires to properly
discharge its duties. Such documents may include, but are not limited to, the
following:
(a) resolutions of the Board authorizing the appointment of Unified to
provide certain transfer agency services to the Fund and approving this
Agreement;
(b) the Fund's Declaration of Trust;
(c) the Fund's By-Laws;
(d) the Fund's Notification of Registration on Form N-8A under the 1940 Act
as filed with the Securities and Exchange Commission ("SEC");
(e) the Fund's registration statement including exhibits, as amended, on
Form N-1A (the "Registration Statement") under the 1933 Act and the 1940 Act, as
filed with the SEC;
(f) copies of the Management Agreement between the Fund and its investment
adviser (the "Advisory Agreement");
(g) opinions of counsel and auditors reports;
(h) the Fund's Prospectus and Statement of Additional Information relating
to all Portfolios and all amendments and supplements thereto (such Prospectus
and Statement of Additional Information and supplements thereto, as presently in
effect and as from time to time hereafter amended and supplemented, herein
called the "Prospectuses"); and
(i) such other agreements as the Fund may enter into from time to time
including securities lending agreements, futures and commodities account
agreements, brokerage agreements and options agreements.
Section 5. Services Provided by Unified.
----------------------------
(a) Unified will provide the following services subject to the control,
direction and supervision of the Board and in compliance with the objectives,
policies and limitations set forth in the Fund's Registration Statement,
Declaration of Trust and By-Laws; applicable laws and regulations; and all
resolutions and policies implemented by the Board:
(i) Transfer Agency, as described on Exhibit B to this Agreement.
(ii) Dividend Disbursing. Unified will serve as the Fund's dividend
disbursing agent. Unified will prepare and mail checks, place wire transfers of
credit income and capital gain payments to shareholders. The Fund will advise
Unified in advance of the declaration of any dividend or distribution and the
record and payable date thereof. Unified will, on or before the payment date of
any such dividend or distribution, notify the Fund's Custodian of the estimated
amount required to pay any portion of such dividend or distribution payable in
cash, and on or before the payment date of such distribution, the Fund will
instruct its Custodian to make available to Unified sufficient funds for the
cash amount to be paid out. If a shareholder is entitled to receive additional
shares by virtue of any such distribution or dividend, appropriate credits will
be made to each shareholder's account and/or certificates delivered where
requested. A shareholder not receiving certificates will receive a confirmation
from Unified indicating the number of shares credited to his/her account.
(b) Unified will also:
(i) provide office facilities with respect to the provision of the services
contemplated herein (which may be in the offices of Unified or a corporate
affiliate of Unified);
(ii)provide or otherwise obtain personnel sufficient, in Unified's sole
discretion, for provision of the services contemplated herein;
(iii) furnish equipment and other materials, which Unified, in its sole
discretion, believes are necessary or desirable for provision of the services
contemplated herein; and
(iv) keep records relating to the services provided hereunder in such form
and manner as set forth on Exhibit Band as Unified may otherwise deem
appropriate or advisable, all in accordance with the 1940 Act. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, Unified agrees
that all such records prepared or maintained by Unified relating to the services
provided hereunder are the property of the Fund and will be preserved for the
periods prescribed under Rule 31a-2 under the 1940 Act, maintained at the Fund's
expense, and made available to the SEC for inspection in accordance with such
Section and rules. Subject to the provisions of Section 9 hereof, Unified
further agrees to surrender promptly to the Fund upon its request and cease to
retain in its records and files those records and documents created and
maintained by Unified pursuant to this Agreement.
Section 6. Fees: Expenses: Expense Reimbursement.
-------------------------------------
(a) As compensation for the services rendered to the Fund pursuant to this
Agreement the Fund shall pay Unified on a monthly basis those fees determined as
set forth on Exhibit C to this Agreement. Such fees are to be billed monthly and
shall be due and payable upon receipt of the invoice. Upon any termination of
this Agreement and before the end of any month, the fee for the part of the
month before such termination shall be equal to the fee normally due for the
full monthly period and shall be payable, without setoff, upon the date of
termination of this Agreement.
(b) For the purpose of determining fees calculated as a function of a
Portfolio's net assets, the value of the Portfolio's net assets shall be
computed as required by the Prospectus, generally accepted accounting principles
and resolutions of the Board.
(c) Unified will from time to time employ or associate with such person or
persons as may be appropriate to assist Unified in the performance of this
Agreement. Such person or persons may be officers and employees who are employed
or designated as officers by both Unified and the Fund. Except as otherwise
expressly provided in this Agreement, the compensation of such person or persons
for such employment shall be paid by Unified and no obligation will be incurred
by or on behalf of the Fund in such respect.
(d) Unified will bear all of its own expenses in connection with the
performance of the services under this Agreement, except as otherwise expressly
provided in this Agreement. The Fund agrees to promptly reimburse Unified for
any equipment and supplies specially ordered by or for the Fund through Unified
and for any other expenses not contemplated by this Agreement that Unified may
incur on the Fund's behalf, at the Fund's request or as consented to by the
Fund. Such other expenses to be incurred in the operation of the Fund and to be
borne by the Fund, include, but are not limited to: taxes; interest; brokerage
fees and commissions; salaries and fees of officers and directors who are not
officers, directors, shareholders or employees of Unified or Unified's
affiliates; SEC and state Blue Sky registration and qualification fees, levies,
fines and other charges; advisory fees; charges and expenses of custodians;
insurance premiums including fidelity bond premiums; auditing and legal
expenses; costs of maintenance of corporate existence; expenses of typesetting
and printing of prospectuses and for distribution to current shareholders of the
Fund; expenses of printing and production cost of shareholders' reports and
proxy statements and materials; costs and expense of Fund stationery and forms;
costs and expenses of special telephone and data lines and devices; costs
associated with corporate, shareholder and Board meetings; and any extraordinary
expenses and other customary Fund expenses.
(e) The Fund may request additional services, additional processing or
special reports. Such requests may be provided by Unified at additional charges.
In this event, the Fund shall submit such requests in writing together with such
specifications as may be reasonably required by Unified, and Unified shall
respond to such requests in the form of a price quotation. The Fund's written
acceptance of the quotation must be received prior to implementation of such
request. Additional services will be charged at Unified's standard rates.
(f) All fees, out-of-pocket expenses or additional charges of Unified shall
be billed on a monthly basis and shall be due and payable upon receipt of the
invoice. No fees, out-of-pocket expenses or other charges set forth in this
Agreement shall be subject to setoff.
Unified will render, after the close of each month in which services have
been furnished, a statement reflecting all of the charges for such month.
Charges remaining unpaid after thirty (30) days shall bear interest in finance
charges equivalent to, in the aggregate, the Prime Rate (as publicly announced
by Firstar Bank, N.A., from time to time) plus 2.00% per year and all costs and
expenses of effecting collection of any such sums, including reasonable
attorney's fees, shall be paid by the Fund to Unified.
In the event that the Fund is more than sixty (60) days delinquent in its
payments of monthly ▇▇▇▇▇▇▇▇ in connection with this Agreement (with the
exception of specific amounts which may be contested in good faith by the Fund),
this Agreement may be terminated upon thirty (30) days' written notice to the
Fund by Unified. The Fund must notify Unified in writing of any contested
amounts within thirty (30) days of receipt of a billing for such amounts.
Disputed amounts are not due and payable while they are being investigated.
Section 7. Proprietary and Confidential Information. Unified agrees on
behalf of itself and its employees to treat confidentially and as proprietary
information of the Fund, all records and other information relative to the
Fund's prior, present or potential shareholders, and to not use such records and
information for any purpose other than performance of Unified's responsibilities
and duties hereunder. Unified may seek a waiver of such confidentiality
provisions by furnishing reasonable prior notice to the Fund and obtaining
approval in writing from the Fund, which approval shall not be unreasonably
withheld and may not be withheld where the service agent may be exposed to civil
or criminal contempt proceedings for failure to comply, when requested to
divulge such information by duly constituted authorities. Waivers of
confidentiality are automatically effective without further action by Unified
with respect to Internal Revenue Service levies, subpoenas and similar actions,
or with respect to any request by the Fund.
Section 8. Duties, Responsibilities and Limitations of Liability.
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(a) In the performance of its duties hereunder, Unified shall be obligated
to exercise due care and diligence, and to act in good faith in performing the
services provided for under this Agreement. In performing its services
hereunder, Unified shall be entitled to rely on any oral or written
instructions, advice, notices or other communications, information, records and
documents (collectively, "Fund Information") from the Fund, its custodian,
officers and trustees, investors, agents, legal counsel, auditor and other
service providers (excluding in each case, Unified and its affiliates) (the
Fund, collectively with such persons other than Unified and its affiliates,
"Fund Representatives") which Unified reasonably believes to be genuine, valid
and authorized. Unified also shall be entitled to consult with and rely on the
advice and opinions of the Fund's auditor and of outside legal counsel retained
by the Fund, as may be reasonably necessary or appropriate in Unified's sole
judgment, as well as all other Fund Representatives, in each case at the expense
of the Fund.
(b) Neither Unified nor its officers, directors, partners, employees,
shareholders or agents (the "Unified Parties") shall be liable for any error of
judgment or mistake of law or for any losses, damages, costs, reasonable
attorneys' fees and expenses, payments, expenses and liabilities of any nature
or kind (collectively, "Damages") suffered by the Fund or its shareholders in
connection with any matter to which this Agreement relates or in connection with
any action (or omission) by any of the Unified Parties in connection with this
Agreement. This complete release from all liability shall not apply to any
action (or omission) of any Unified Party to the extent such action (or
omission) is caused by or results from the negligence or willful misfeasance of
any Unified Party. Any person, even though also an officer, director, partner,
employee or agent of Unified, who may be or become an officer, director,
partner, employee or agent of the Fund, shall be deemed when rendering services
to the Fund or acting on any business of the Fund (other than services or
business in connection with Unified's duties hereunder) to be rendering such
services to or acting solely for the Fund and not as an officer, director,
partner, employee or agent or person under the control or direction of Unified
even though paid by Unified.
(c) The Unified Parties shall not be responsible for, and the Fund shall
indemnify and hold the Unified Parties harmless from and against, any and all
Damages arising out of or in connection with:
(i) any action (or omission) of any Unified Party taken pursuant to this
Agreement, except to the extent (and only to the extent) any such action (or
omission) is caused by or results from the negligence or willful misfeasance of
any Unified Party; provided, however, that every action (or omission) taken in
good faith by any of the Unified Parties in connection with or in reliance upon
matters described in clauses (ii) through (x) below shall be deemed in its
entirety to be an action taken pursuant to this Agreement that was not caused by
and did not result from the negligence or willful misfeasance of any Unified
Party;
(ii)the reliance on or use by the Unified Parties of Fund Information which
is furnished to any of the Unified Parties by or on behalf of any of the Fund
Representatives;
(iii) any delays, inaccuracies, errors or omissions in or arising out of or
attributable to Fund Information which is furnished to any of the Unified
Parties by or on behalf of any of the Fund Representatives or to the untimely
provision to Unified of such Fund Information;
(iv)the Fund's refusal or failure to comply with the terms of this
Agreement or the Fund's lack of good faith, or its actions (or omissions)
involving negligence or willful misfeasance;
(v) the breach of any representation or warranty of the Fund hereunder;
(vi)the taping or other form of recording of telephone conversations or
other forms of electronic communications with investors and shareholders, or
reliance by Unified on telephone or other electronic instructions of any person
acting on behalf of a shareholder or shareholder account for which telephone or
other electronic services have been authorized;
(vii) the reliance on or the carrying out by Unified or its officers or
agents of any proper instructions reasonably believed to be duly authorized, or
requests of the Fund or recognition by Unified of any share certificates which
are reasonably believed to bear the proper signatures of the officers of the
Fund and the proper countersignature of any transfer agent or registrar of the
Fund;
(viii) any delays, inaccuracy, errors or omissions in or arising out of or
attributable to data or information provided to Unified by data and pricing
services;
(ix)the offer or sale of shares by the Fund in violation of any requirement
under the federal securities laws or regulations or the securities laws or
regulations of any state, or in violation of any stop order or other
determination or ruling by any federal agency or any state agency with respect
to the offer or sale of such shares in such state (1) resulting from activities,
actions or omissions by Fund Representatives, or (2) existing or arising out of
activities, actions or omissions by or on behalf of the Fund Representatives
prior to the earlier of (x) the effective date of this Agreement and (y) the
effective date of an agreement between the parties hereto with respect to the
subject matter hereof that was in effect immediately prior to the effective date
of this Agreement ; and
(x) the non-compliance by the Fund, its investment adviser and/or its
distributor with applicable securities, tax, commodities and other laws, rules
and regulations.
(d) In any case in which the Fund may be asked to indemnify or hold a
Unified Party harmless, the Unified Party will notify the Fund promptly after
identifying any situation which it believes presents or appears likely to
present a claim for indemnification against the Indemnifying Party and shall
keep the Fund advised with respect to all developments concerning such
situation; provided, however, that the failure to do so shall not prevent
recovery by the Unified Party unless such failure causes actual material harm to
the Fund. The Fund shall have the option to defend the Unified Party against any
claim which may be the subject of this indemnification, and, in the event that
the Fund so elects, such defense shall be conducted by counsel chosen by the
Fund and satisfactory to the Unified Party, and thereupon the Fund shall take
over complete defense of the claim and the Unified Party shall sustain no
further legal or other expenses in respect of such claim. The Unified Party will
not confess any claim or make any compromise in any case in which the Fund Party
will be asked to provide indemnification, except with the Fund's prior written
consent.
(e) Each of the Unified Parties, on the one hand, and the Fund, on the
other hand, shall have the duty to mitigate Damages for which the other party
may become responsible. This duty shall include giving such other party every
reasonable opportunity to correct any error or other circumstance that caused,
resulted in or increased such Damages, and every reasonable opportunity to
assist in such mitigation. Notwithstanding any other provision of this
Agreement, as to any matter where any portion of Damages may be, in whole or
part, caused, increased or determined by the manner in which an item or amount
is treated or reported for accounting purposes or the manner in which an item or
amount is treated or reported to any governmental agency or taxing authority, no
recovery for any amount of Damages in connection with such matter shall be had
by any party to (or beneficiary of) this Agreement if an alternative manner of
treatment or reporting is or was possible and such alternative manner of
treatment or reporting is or was, in the written opinion of any reputable
practitioner of appropriate expertise, more likely than not the correct
treatment (such opinion to be rendered in customary form, subject to customary
assumptions and representations); provided however, that the provisions of this
sentence shall not apply and shall be disregarded in respect of a matter if and
only if (i) the person seeking or who may have sought to recover Damages (the
"Damaged Party") provided the party against whom recovery is or may have been
sought (the "Potentially Responsible Party") written notice bearing the bold
heading "Notice of Potential Claim for Damages," identifying this Agreement, and
describing the nature of the potential claim and the subject matter of the
required opinion, (ii) such notice is sent by certified mail and actually
delivered to the Potentially Responsible Party at least sixty (60) days prior to
the first time such item or amount is to be accounted for or reported, (iii) the
Damaged Party fully and promptly cooperates in the attempts of the Potentially
Responsible Party to obtain such an opinion, and (iv) no such opinion is
obtained prior to such accounting or reporting. If an opinion described in the
preceding sentence is obtained by the Potentially Responsible Party, the Damaged
Party shall bear the cost of such opinion. The parties acknowledge that the
purpose of the preceding two sentences is to preclude the recovery of any and
all Damages in connection with any matter where the proper accounting, tax or
other treatment of such matter is susceptible to differing opinions among
reputable practitioners of appropriate expertise, and that the effect of such
sentences is intended to ensure that such matters are treated and reported in a
legitimate manner that gives rise to the smallest amount of Damages.
(f) THIS IS A SERVICE AGREEMENT. EXCEPT AS EXPRESSLY PROVIDED IN THIS
AGREEMENT, UNIFIED DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR
IMPLIED, MADE TO THE FUND OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION,
ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE OR OTHERWISE (IRRESPECTIVE OF ANY COURSE OF DEALING, CUSTOM
OR USAGE OF TRADE) OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO SERVICES
PROVIDED UNDER THIS AGREEMENT. UNIFIED DISCLAIMS ANY WARRANTY OF TITLE OR
NON-INFRINGEMENT EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT. THE PARTIES
ACKNOWLEDGE THAT THE ALLOCATION OF RISKS (BOTH INSURABLE RISKS AND OTHER RISKS)
UNDER THIS AGREEMENT IS FAIR TO ALL PARTIES AND WAS TAKEN INTO ACCOUNT BY
UNIFIED IN PRICING THE SERVICES AND GOODS PROVIDED. The RIGHTS AND obligations
of the parties (AND INTENDED BENEFICIARIES) under this Section 8 shall survive
the termination of this Agreement.
Section 9. Term. This Agreement shall become effective on the date first
herein above written. This Agreement may be modified or amended from time to
time by mutual agreement between the parties hereto. This Agreement shall
continue in effect unless terminated by either party on at least ninety (90)
days' prior written notice. With the sole exception of the 30-day termination
described in Section 6(f), no other event (including any purported or actual
breach) shall result in termination of this Agreement. Upon termination of this
Agreement, the Fund shall pay to Unified all fees, compensation and other
charges as shall be accrued or due under the terms of this Agreement as of the
date of termination or the date that the provision of services ceases, whichever
is sooner.
Should the Fund exercise its right to terminate this Agreement, the Fund
agrees to pay for all conversion tape set-up fees, test conversion preparation
and processing fees and final conversion fees, none of which shall be subject to
any setoff.
Such compensation to Unified shall be for the expenses incurred in
connection with the retrieval, compilation and movement of books, records and
materials relative to the deconversion or conversion of Fund records to the
successor mutual fund service provider as directed by the Fund. Notwithstanding
the foregoing, any amount owed by the Fund to Unified prior to the
termination/conversion shall still be due and payable under the terms of this
Agreement. No such compensation shall be due to Unified if Unified terminates
this Agreement for reasons other than a default by the Fund.
Upon the termination of the Agreement for any reason and payment of the
fees set forth in this Agreement without setoff, Unified agrees to provide the
Fund with the complete transfer agency records in its possession and to assist
the Fund in the orderly transfer of accounts and records. Without limiting the
generality of the foregoing, subject to the preceding sentence, Unified agrees
upon termination of this Agreement:
(a) to deliver to the successor mutual fund service provider(s), computer
tapes containing the Fund's accounts and records together with such record
layouts and additional information as may be necessary to enable the successor
mutual fund service provider(s) to utilize the information therein;
(b) to cooperate with the successor mutual fund service provider(s) in the
interpretation of the Fund's account and records;
(c) to forward all shareholder calls, mail and correspondence to the new
mutual fund service provider(s) upon de-conversion; and
(d) to act in good faith, to make the conversion as smooth as possible for
the successor mutual fund service provider(s) and the Fund.
Section 10. Notices. Any notice required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered in person or by
certified mail, return receipt requested, to the parties at the following
address (or such other address as a party may specify by notice to the other):
(a) If to the Fund, to:
Huntington Funds
c/o Huntington Asset Advisors, Inc.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
(b) If to Unified, to:
Unified Fund Services, Inc.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: Managing Director
Notice shall be effective upon receipt if by mail, on the date of personal
delivery (by private messenger, courier service or otherwise) or upon confirmed
receipt of telex or facsimile, whichever occurs first.
Section 11. Assignability. This Agreement may not be assigned or otherwise
transferred by either party hereto, without the prior written consent of the
other party, which consent shall not be unreasonably withheld; provided,
however, that Unified may, in its sole discretion and upon notice to the Fund,
assign all its right, title and interest in this Agreement to an affiliate,
parent or subsidiary, or to the purchaser of substantially all of its business.
Unified may, in its sole discretion, engage subcontractors to perform any of the
obligations contained in this Agreement to be performed by Unified provided that
Unified shall remain responsible to the Fund for the actions and omissions of
such subcontractors as if Unified had provided such services to the Fund.
Section 12. Intended Beneficiaries. This Agreement shall be binding upon
the Fund, Unified and their respective successors and assigns, and shall inure
to the benefit of the Fund, Unified, the Unified Parties, their respective
heirs, successors and assigns. Nothing herein expressed or implied is intended
to confer upon any person not named or described in the preceding sentence any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.
Section 13. Arbitration. Notwithstanding any provision of this Agreement to
the contrary, any claim or controversy arising out of or in any manner relating
to this Agreement, or breach hereof, which cannot be resolved between the
parties themselves, shall be settled by arbitration administered by the American
Arbitration Association in Indianapolis, Indiana in accordance with its
applicable rules. The arbitration panel shall consist of three arbitrators
selected from list(s) of candidates provided by the American Arbitration
Association. One party to the dispute shall be entitled to appoint one
arbitrator and the other party to the dispute shall be entitled to appoint one
arbitrator. The third arbitrator, who shall be an attorney in good standing who
is licensed to practice law in the State of Indiana and devotes more than
one-half of his or her professional time to the practice of securities law,
shall be chosen by the two arbitrators so appointed. If any party fails to
appoint its arbitrator or to notify the other party of such appointment within
thirty (30) days after the institution of arbitration proceedings, such other
party may request the President of the American Arbitration Association to
appoint such arbitrator on behalf of the party who so failed. If the two
arbitrators appointed by (or on behalf of) the parties fail to appoint such
third arbitrator, or fail to notify the parties to such proceedings of such
appointment, within thirty (30) days after the appointment of the later of such
two arbitrators to be appointed by (or on behalf of) the parties, any party may
request such President to appoint such third arbitrator. The President of the
American Arbitration Association shall appoint such arbitrator or such third
arbitrator, as the case may be, within thirty (30) days after the making of such
request. No awards of punitive damages shall be made. The parties hereby agree
that judgment upon the award rendered by the arbitrator may be entered in any
court having jurisdiction. The parties acknowledge and agree that the
performance of the obligations under this Agreement necessitates the use of
instrumentalities of interstate commerce and, notwithstanding other general
choice of law provisions in this Agreement, the parties agree that the Federal
Arbitration Act shall govern and control with respect to the provisions of this
Section 13.
Section 14. Waiver. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
nor shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
Section 15. Force Majeure. Unified shall not be responsible or liable for
any failure or delay in performance of its obligations under this Agreement
arising out of or caused, directly or indirectly, by circumstances beyond its
control, including without limitation, acts of God, earthquake, fires, floods,
wars, acts of civil or military authorities, governmental actions,
nonperformance by a third party or any similar cause beyond the reasonable
control of Unified, failures or fluctuations in telecommunications or other
equipment, nor shall any such failure or delay give the Fund the right to
terminate this Agreement.
Section 16. Use of Name. The Fund and Unified agree not to use the other's
name nor the names of such other's affiliates, designees, or assignees in any
prospectus, sales literature, or other printed material written in a manner not
previously, expressly approved in writing by the other or such other's
affiliates, designees, or assignees except where required by the SEC or any
state agency responsible for securities regulation.
Section 17. Amendments. This Agreement may be modified or amended from time
to time by mutual written agreement between the parties. No provision of this
Agreement may be changed, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, discharge or termination is sought.
Section 18. Severability. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be prohibited
by or invalid under applicable law to any person or circumstance, such provision
shall be ineffective only to the extent of such prohibition or invalidity. In
the event that any one or more of the provisions contained in this Agreement or
any application thereof shall be invalid, illegal or unenforceable in any
respect, the validity, legality or enforceability of the remaining provisions of
this Agreement and any other application thereof shall not in any way be
affected or impaired thereby.
Section 19. Headings; Pronouns; Certain Phrases. The headings in the
sections and subsections of this Agreement are inserted for convenience only and
in no way alter, amend, modify, limit or restrict the contractual obligations of
the parties. Wherever used in this Agreement, masculine, feminine and neuter
pronouns shall be deemed to include the other genders. Singular pronouns and
nouns (including defined terms) shall be deemed to include the plural (and vice
versa) as the context may require, but shall have no effect upon the nature of a
party's liability as joint or several. Wherever used in this Agreement, the
phrase "in connection with" shall be given the broadest possible interpretation,
and shall include matters (without limitation) that are in whole or part caused
by, relate to, arise out of, are attributable to, or result from, the referent
or object of such phrase.
Section 20. No Strict Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.
Section 21. Entire Agreement; Survival; Governing Law. This Agreement
embodies the entire understanding between the parties with respect to the
subject matter hereof, and supersedes all prior negotiations and agreements
between the parties relating to the subject matter hereof; provided, however,
that if an agreement between the parties hereto with respect to the subject
matter hereof was in effect immediately prior to the effective date of this
Agreement (the "Predecessor Agreement"), then the provisions contained in
Section 8 of the Predecessor Agreement (relating to indemnification and other
risk allocation matters) shall, in respect of all periods prior to the effective
date of this Agreement ("Prior Periods"), survive and remain in effect to the
same extent and in the same manner as such provisions would have applied in
respect of Prior Periods had the Predecessor Agreement not been superseded by
this Agreement or otherwise terminated or amended or modified in any manner at
any time. The provisions of Section 6 through 9 and Sections 13 through 21,
inclusive, shall survive any termination of this Agreement. This Agreement shall
be governed by and construed and interpreted according to the internal laws of
the State of Indiana, without reference to conflict of law principles.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Mutual Fund
Services Agreement to be signed by their respective duly authorized officers as
of the day and year first above written.
HUNTINGTON FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Date March 20, 2002
-------------------------- --------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
Attest: /s/ ▇▇▇▇ ▇▇▇▇▇
----------------------
UNIFIED FUND SERVICES, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Date March 25, 2002
-------------------------- --------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Chief Executive Office & Managing Director
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Date March 25, 2002
-------------------------- --------------------
Print Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Sr. Vice President, C.O.O.
Attest: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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EXHIBIT A
to
Mutual Fund Services Agreement
List of Portfolios
Huntington Florida Tax-Free Money Fund - Trust
Huntington Florida Tax-Free Money Market Investment A
Huntington Income Equity Fund - Trust
Huntington Short Intermediate Fixed Income Securities - Trust
Huntington Fixed Income Securities Fund - Trust
Huntington Fixed Income Securities Investment A
Huntington Mortgage Securities Fund - Trust
Huntington Mortgage Securities Investment A
Huntington Ohio Tax-Free Fund - Trust
Huntington Ohio Tax-Free Investment A
Huntington Growth Fund - Trust
Huntington Growth Fund Investment A
Huntington Money Market Fund Inv A
Huntington Money Market Fund - Trust
Huntington Ohio Municipal Money Market Fund - Trust
Huntington Ohio Municipal Money Market Investment A
Huntington Us Treasury Money Market Fund - Trust
Huntington Us Treasury Money Market Investment A
Huntington Income Equity Fund Investment A
Huntington Intermediate Government Income Investment A
Huntington Intermediate Government Income -Trust
Huntington Michigan Tax-Free Investment A
Huntington Michigan Tax-Free Fund - Trust
Huntington Money Market Interfund Share
Huntington New Economy Fund Trust
Huntington New Economy Fund Investment B
Huntington New Economy Fund Investment A
Huntington Mid-Corp America Fund Trust
Huntington Mid-Corp America Fund Investment B
Huntington Mid-Corp America Fund Investment A
Huntington International Equity Trust
Huntington International Equity Investment B
Huntington International Equity Investment A
Huntington Dividend Capture Fund Investment A
Huntington Dividend Capture Fund Trust
Huntington Dividend Capture Fund Investment B
Huntington Rotating Index Fund Investment A
Huntington Rotating Index Trust
Huntington Money Market Investment - B
Huntington Growth Fund Investment - B
Huntington Income Equity Investment - B
Huntington Fixed Income Securities Investment - B
Huntington VA New Economy Fund
Huntington VA Rotating Index Fund
Huntington VA Mid Corp America Fund
Huntington VA Dividend Capture Fund
Huntington VA Income Equity
Huntington VA Growth Fund
EXHIBIT B
to
Mutual Fund Services Agreement
General Description of Transfer Agency Services
The following is a general description of the transfer agency services
Unified shall provide to a mutual fund.
Systems: Utilizing PowerAgent by Envision Financial Systems, Windows NT
Servers and Microsoft SQL Databases, we offer a robust yet open architecture for
shareholder data.
Interactive Voice Response: Provides funds with the opportunity to offer
their shareholders 24 hour, 7 day a week access to their account information,
accessing the system either via telephone or computer.
Shareholder Services: Shareholder telephone calls can be answered by
Unified's shareholder services department through 800 numbers that are unique to
each fund family. Phone volumes and response times are continually monitored for
quality assurance.
Shareholder Recordkeeping: Maintains complete shareholder records for each
fund including the following: (i) name, address and tax identification number;
(ii) number of shares held; (iii) historical information including dividends
paid and individual purchases and redemptions; and (iv) any systematic purchase
or redemption instructions and correspondence relating to the current
maintenance of the account.
Purchase and Redemption Orders: Unified will process all purchase and
redemption orders of a fund's shareholders in accordance with the fund's current
prospectus. Confirmation statements are produced for each transaction and
promptly mailed to shareholders. Daily transaction reports and share proofs are
made available to all necessary parties via electronic medium.
Telephone Orders: Process redemption, exchange and transfer requests upon
telephone instructions from qualified shareholders. Unified will redeem and/or
transfer fund shares from any account for which such services have been properly
authorized.
Shareholder Communications and Meetings: Mail all necessary communications
by a fund to its shareholders. For proxies, Unified will handle mailing of proxy
materials, tabulation of proxy cards, and provide periodic reports to the fund
on the progress of the tabulation.
Shareholder Correspondence: Acknowledge all correspondence from
shareholders relating to their share accounts and undertake such other
shareholder correspondence as may from time to time be mutually agreed upon.
Asset Allocation Program Support: Provide rebalancing, asset allocation
models and performance measurement as an optional and additional transfer agency
service, for certain types of asset allocation and/or wrap programs.
EXHIBIT C
to
Mutual Fund Services Agreement
TRANSFER AGENCY FEE SCHEDULE
The prices contained herein are effective for twelve months from the
execution date of the Transfer Agency contract.
I Conversion Fee: Manual conversion/new fund establishment - fee not to
exceed $1,500 per portfolio. Electronic conversions - $1.50 per shareholder
account with a $4,000 minimum fee.
II Standard Base Fee for Standard Base Services
The Base Fee1 is $18.00 for money market funds and $15.00 for equity/bond
funds per active Shareholder Account per year with a minimum fee of $12,000 per
portfolio and/or share class. (The minimum is reduced to $6,000 per year per
portfolio for Variable Annuity Funds). An Active Shareholder Account is any
Shareholder Account existing on Transfer Agent's computerized files with a
non-zero Share balance. There is a $.50 per account charge for any account with
a zero share balance for the current month, as determined on the last day of
each month. The base fee will be billed on a monthly basis.
1The Base Fee does not include: forms design and printing, statement
production, envelope design and printing, postage and handling, shipping,
statement microfiche copies and 800 number access to Unified's shareholder
services group.
Unified will provide lost account search services in connection of SEC
Rules 17Ad-17 and 17a-24 at a cost of $2.50 per account searched. These
"Electronic Data Search Services" will be performed on a semi-annual basis. This
service will apply to only Active Shareholder Accounts maintained on the
transfer agency system coded as RPO accounts.
In addition to the above fees, there will be a $200.00 per day minimum
fee/rerun charge when the nightly processing has to be repeated due to incorrect
NAV or dividend information received from the Portfolio Pricing Agent due to
incorrect or untimely information provided by an Advisor or its Agent.
III Standard Services Provided
-Open new accounts
-Maintain Shareholder accounts
Including:
-Maintain certificate records
-Change addresses
-Prepare daily reports on number of Shares, accounts
-Prepare Shareholder federal tax information
-Withhold taxes on U.S. resident and non-resident alien accounts
-Reply to Shareholder calls and correspondence other than that for Fund
information and related inquiries
-Process purchase of Shares
-Issue/Cancel certificates (Excessive use may be subject to additional
charges)
-Process partial and complete redemptions
-Process regular and legal transfer of accounts
-Mail semi-annual and annual reports
-Process dividends and distributions
-Prepare Shareholder meeting lists
-Process one proxy per year per fund. Tabulation is limited to three.
-Receive and tabulate proxies
-Confirm all transactions as provided by the terms of each Shareholder's
account
-Provide a system which will enable Fund to monitor the total number
of Shares sold in each state.
System has capability to halt sales and warn of potential oversell.
(Blue Sky Reports)
-Determine/Identify lost Shareholder accounts
IV Standard Reports Available
-12b-1 Disbursement Report
-12b-1 Disbursement Summary
-Dealer Commission Report
-Dealer Commission Summary Report
-Exchange Activity Report
-Fees Paid Summary Report
-Fund Accrual Details
-Holdings by Account Type
-Posting Details
-Posting Summary
-Settlement Summary
-Tax Register
-Transactions Journal
V NSCC Interfaces
-Fund/Serv and/or Networking set-up $1,000
-Fund/Serv processing $500 per month
-Networking processing $500 per month
-Fund/Serv transactions $0.35 per trade
-Direct Networking expenses
Per item $0.025 Monthly dividend fund
Per item $0.015 Non-monthly dividend fund
VI Additional Fees for Services Outside the Standard Base
-Interactive Voice Response System Set-up Pass through
-Archiving of old records/storage of aged records Pass through
-Off-line Shareholder research $25/hour (Billed to customer account)
-Check copies $3/each (Billed to customer account)
-Statement copies $5/each (Billed to customer account)
-Mutual Fund fulfillment/prospect file maintenance $1.00/item
-Shareholder communications charges (Faxes) Pass through
-Leased line/equipment on TA's computer system Pass through
-Dial-up access to TA's computer system Pass through
-Labels $.05 ea/$100 minimum
-AD-HOC REPORTWRITER Report Generation $50.00 per report
-Bank Reconciliation Service $50.00 monthly maintenance fee per bank
account $1.50 per bank item
-Systems Programming Labor Charges:
Programmers or Consultants $125.00/hour
Officers $150.00/hour
-Additional Proxy Processing:
Each processing $225.00 fixed charge per processing
Preparation and Tabulation $0.145/proxy issued
(includes 3 tabulations, sixteen
propositions)
Each Extra Tabulation $25.00 fixed charge per processing
$0.02 per proxy tabulated
VII Internet Services
-Set up fee to link standard "My Account" system No charge
to existing website. Includes adding fund logo.
-Ability for shareholders to view account balances, $50 per Portfolio or
Share Class per month, minimum transaction history, tax information ("My
Account" system) fee $1,000 per month
-Ability for shareholders to place transactions: purchases, $10 per Portfolio or
Share Class per month, minimum
redemptions and exchanges (must also use fee $250.00 per month
"My Account" view features)
-Electronic Statements set-up fee Fees range from $1,500 to $5,000
depending on the statement layout
-Electronic statement creation, delivery and tracking $0.25 per statement
-Electronic delivery and tracking of financial statements and $500.00 per
instance, plus $0.25 per electronic delivery
prospectuses to existing shareholders
-Fund customized "My Account" system $250 per month Administrative Fee in
addition to
"My Account" system fees
-Institutional/Broker-Dealer "My Account" system Standard "My Account" system
fees plus $200 per month. This fee
includes processing and setup of all
login ID's.
-Performance and NAV Plug-Ins $25 per month. Site must be hosted by
Unified.
-Basic Web Hosting $17.50 per month billed quarterly for
10 megabytes of storage and 2
gigabytes of transfer.
-Web Site Compliance Staging Fees starting at $25.00 per month,
plus $10 per staging incident (This
does not include any charges from the
Fund Administrator for reviewing the
site. Those charges are billed
directly by the Administrating B/D).
-Customized programming Billed at $150.00 per hour
