0001056288-04-000262 Sample Contracts

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Custodian Agreement • April 29th, 2004 • Huntington Va Funds • Massachusetts
INVESTMENT ADVISORY CONTRACT LETTER AGREEMENT Huntington Asset Advisors, Inc. 41 South High Street Columbus, OH 43287
Investment Advisory Contract • April 29th, 2004 • Huntington Va Funds

Under the Investment Advisory Contract between Huntington Asset Advisors, Inc. (the "Advisor") and Huntington VA Funds (the "Trust"), dated May 12, 2001, as amended, the Adviser agrees to contractually waive all or a portion of its investment advisory fee (based on average daily net assets) to which it is otherwise entitled to receive from the Funds listed below and/or to reimburse certain operating expenses of the Funds in order to limit each Fund's total operating expenses to not more than 1.00% of the Fund's average daily net assets, for the period starting May 1, 2004 through April 30, 2005.

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Participation Agreement • April 29th, 2004 • Huntington Va Funds • New York
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Fund Participation Agreement • April 29th, 2004 • Huntington Va Funds • Connecticut
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