Exhibit (h)(ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
AGREEMENT
for
ADMINISTRATIVE SERVICES
This AGREEMENT is made as of December 1, 2001, between 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") 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. Each 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"). Federated is entering
into this Agreement on behalf of itself and any of its subsidiaries with which
it may subcontract under this Agreement. Each Investment Company and Federated
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 Federated as
administrator to provide the Administrative Services described in this Agreement
either exclusively or in conjunction with one or more co-administrators or
sub-administrators, and Federated desires to provide such services in return for
the compensation identified in this Agreement and the related Administrative
Services Fee Exhibit;
WHEREAS, Federated and each Investment Company propose to enter into a
Sub-Administrative Services Agreement with The Huntington National Bank
("Huntington") under which Huntington will provide certain sub-administrative
services and for which the Investment Company will compensate Huntington;
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 Federated as Administrator, and
Federated accepts such appointment under the terms of this Agreement.
Article 2. Federated's Duties as Administrator.
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In accordance with Proper Instructions (as defined hereafter) from
the Investment Company, Federated will provide facilities, equipment,
and personnel to carry out the following administrative services for
operation of the business and affairs of the Investment Company and
each of its Funds. In all cases, Federated shall remain subject to
the supervision and control of the Investment Company's Board of
Trustees ("Board"). Federated shall exclusively or in conjunction
with any other Fund administrator:
A. prepare, file, and maintain 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;
B. prepare and file 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;
C. prepare, negotiate, and administer 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;
D. coordinate the layout and printing of Prospectuses and other
publicly disseminated reports;
E. perform internal audit examinations in accordance with a
charter to be adopted by the Parties;
F. assist with the design, development, and operation of the
Investment Company;
G. 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;
H. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company
and its affairs;
I. 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;
J. oversee calculation of performance data of each Fund for
dissemination to information services covering the investment
company industry; and
K. review each Fund's tax returns.
The foregoing, along with any additional services that Federated
shall agree in writing to perform for the Investment Company under
this Agreement, shall hereafter be referred to as "Administrative
Services." Federated's oversight of other service providers
(including the custodian and fund accountant as noted above) shall not
create any liability of Federated for errors or omissions of these
service providers in performing their functions.
Article 3. Common Personnel
Any person (even though also a Federated 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 Federated's duties hereunder) to be rendering such
services to or acting solely for the Investment Company and not as a
Federated officer, director, trustee, partner, employee or agent or one
under the control or direction of Federated even though paid by
Federated.
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 reasonably believes 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 and Federated 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 Federated
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.
----------------------------------------------------------
Federated 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 Federated 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 Federated's premises during its
normal business hours. At the Investment Company's request or
pursuant to Proper Instructions, Federated 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, Federated will turn over to the Investment Company and
cease to retain in Federated's files, those Investment Company books,
records and documents that Federated created and maintained under this
Agreement, provided that Federated 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 Federated in
performing its services or for its protection. Absent Proper
Instructions regarding the delivery of Investment Company's books and
records, Federated 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 Federated's possession beyond that
time period may be destroyed without further notice. In addition,
Federated 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
Federated held under this Agreement.
Federated 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. Federated 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 Federated'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 Federated 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.
Any fee exhibits shall be dated and executed by a duly authorized
officer of the Investment Company and Federated. Any amendments or
adjustments to these fee exhibits shall be in writing and similarly
executed. However, from time to time in its sole discretion,
Federated 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 Federated 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 Federated monthly
(or daily at Federated'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, travel, duplicating, supplies, microfiche,
disaster recovery, 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 Federated for any non-routine
expenses (reasonable or otherwise) it incurs at the Investment
Company's request or consent or if the expenses are not normally
associated with performing Administrative Services. Federated will
maintain detailed information about such compensation and out of
pocket expenses.
Federated shall be responsible for expenses incurred in providing
office space, equipment, and personnel as may be necessary or
convenient to provide the Administrative Services to the Investment
Company, including the compensation of Federated 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 Federated, for all
expenses 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 Federated'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 Federated with the following documents:
(1) A copy of the Investment Company's Charter Documents;
(2) A copy of the Board resolution authorizing this
Agreement;
(3) A copy of each Fund's Prospectus.
B. From time to time, the Investment Company will furnish
Federated with following documents:
(1) Each resolution Board authorizing the original issuance
of Shares;
(2) The Investment Company's Registration Statement and
related amendments as filed with the SEC, and orders
regarding the sale of Shares;
(3) A certified copy of each amendment to the Charter
Documents;
(4) Certified copies of each Board vote authorizing
Investment Company officers to give Proper Instructions;
and
(5) Such other certifications, documents or opinions that
Federated 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 Federated
Federated represents and warrants to the Investment Company
that:
(1) It is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of
Pennsylvania;
(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
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 Federated 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 Securities Act of
1933 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
distribution of a Fund's offering document and its Registration
Statement and for complying with all applicable requirements of the
Internal Revenue Code, and any other laws, rules and regulations of
government authorities having jurisdiction.
Article 10. Federated's Responsibility.
Federated 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, or gross
negligence on Federated's part in the performance of its 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 either
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, Federated may
subcontract for the performance of Administrative Services with
Federated Administrative Services, a wholly-owned subsidiary of
Federated, or with any other subsidiary owned or controlled by
Federated Investors, Inc. Federated shall be held to the same
level of responsibility and liability to the Investment Company
for this subcontractor's acts and omissions.
C. Without further consent of the Investment Company, Federated may
subcontract for the performance of blue sky registration and
reporting. Federated shall be held to the same level of
responsibility and liability to the Investment Company for this
subcontractor's acts and omissions.
D. Upon Proper Instructions from the Investment Company, Federated
will subcontract for the performance of services under this
Agreement with an agent selected by the Investment Company, other
than as described in B. and C. above; but Federated is not
responsible for the acts and omissions of such agent.
Article 12. Indemnification.
A. Indemnification by Investment Company
Federated shall not be responsible for and the Investment
Company or Fund shall indemnify and hold harmless Federated,
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, administrator other than
Federated) other than a subcontractor Federated selects
under Article 11.B. or 11.C.
(2) The reliance on or use by Federated 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, transfer agent,
administrator other than Federated, 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 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 Federated shall not be protected
by this Article 12A. from liability for any act or
omission resulting from Federated's willful misfeasance,
bad faith, gross negligence, or reckless disregard of
its duties.
B. Reliance
At any time Federated 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 Federated under this Agreement, and Federated 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 take
effect on October 16, 2001 and the Agreement shall continue through
October 31, 2004 ("Initial Term"). Thereafter, the Agreement will
automatically renew for successive twelve (12) month terms (a
"Renewal Term") unless Federated 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 or 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, it bears full
responsibility and will promptly reimburse Federated for its
reasonable out-of-pocket expenses associated with transferring or
moving Investment Company books, records and materials maintained by
Federated under this Agreement. Additionally, Federated reserves the
right to charge for any other reasonable expenses associated with
such termination. The provisions of Article 10. Federated'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 or 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 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 the Parties. From time to time, Federated and
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 between 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.
Federated 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
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
INVESTMENT COMPANY EXHIBIT
Contract Date The Huntington Funds
List of Portfolios
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December 1, 2001 Huntington Dividend Capture Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Fixed Income Securities Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 0000 Xxxxxxxxxx Xxxxxxx Tax-Free Money Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Growth Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Income Equity Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Intermediate Government Income Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington International Equity Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 0000 Xxxxxxxxxx Xxxxxxxx Tax-Free Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Mid Corp America Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Money Market Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Mortgage Securities Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington New Economy Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Ohio Municipal Money Market Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Ohio Tax-Free Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Rotating Index Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Short/Intermediate Fixed Income
Securities Fund
Trust Shares
December 1, 0000 Xxxxxxxxxx X.X. Treasury Money Market Fund
Investment A Shares
Investment B Shares
Trust Shares
Contract Date Huntington VA Funds
List of Portfolios
-------------------------------------------------------------------------
December 1, 0000 Xxxxxxxxxx XX Growth Fund
December 1, 0000 Xxxxxxxxxx XX Dividend Capture Fund
December 1, 2001 Huntington VA International Equity Fund
December 1, 0000 Xxxxxxxxxx XX Xxx Xxxx Xxxxxxx Fund
December 1, 2001 Huntington VA New Economy Fund
December 1, 0000 Xxxxxxxxxx XX Rotating Index Fund
ADMINISTRATIVE SERVICES FEE EXHIBIT
The Investment Company agrees to pay and Federated hereby agrees to
accept as full compensation for its Administrative Services under this
Agreement an administrative fee at the following annual rate:
Fee Rate Average Daily Net Assets of the
Fund
.075% on the first $4 billion
.07% on the next $3 billion
.065% on assets in excess of $7
billion
There is a minimum annual fee per fund of $50,000. There are no
Share Class minimums. The per Fund minimum fee will be waived on
Funds existing as of the date of this Agreement for twelve (12) months
from the date of this Agreement. Further, the per Fund minimum fee
will be waived for any Fund created after the date of this Agreement
for twelve (12) months from the date of such Fund's effectiveness with
the SEC.
IN WITNESS WHEREOF, the Parties hereto have caused this
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
FEDERATED SERVICES COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
