Exhibit h(xii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
ADMINISTRATIVE SERVICES AGREEMENT
This AGREEMENT is made as of November 1, 2004, between The Huntington
National Bank, a national banking association having its principal office and
place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Huntington") 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. 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"). Huntington is entering into this Agreement on behalf of itself and any
of its subsidiaries with which it may subcontract under this Agreement.
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 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 Huntington as
administrator to provide the Administrative Services described in this Agreement
either exclusively or in conjunction with one or more sub-administrators, and
Huntington desires to provide such services in return for the compensation
identified in this Agreement and the related Administrative Services Fee
Exhibit;
WHEREAS, Huntington and each Investment Company propose to enter into a
Sub-Administrative Services Agreement with Federated Services Company
("Federated") under which Federated will provide certain sub-administrative
services and for which Huntington will compensate Federated;
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 Huntington as Administrator, and Huntington
accepts such appointment under the terms of this Agreement.
Article 2. Huntington's Duties as Administrator.
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 administrative services for
operation of the business and affairs of each Investment Company and each of its
Funds. In all cases, Huntington shall remain subject to the supervision and
control of the Investment Company's Board of Trustees ("Board"). Huntington
shall exclusively or in conjunction with any other Fund sub-administrator:
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,
administrators, fund accountants, transfer agents, 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 service
providers on matters concerning the Investment Company and its
affairs, including researching securities, banking and ERISA
regulatory issues impacting Investment Company operations;
K. 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;
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. assist in creating and coordinating strategic and tactical marketing
support to the Funds and the Investment Company;
T. prepare compliance policies and procedures pursuant to Rule 38a-1
under the 1940 Act with respect to the administrative services it
provides, and coordinate with the Investment Company's Chief
Compliance Officer on annual reviews of Huntington's procedures as
required by such rule;
U. oversee monitoring of shareholder accounts to detect and prevent
frequent trading and late trading,
V. assist transfer agent in providing personnel and support in
implementing and monitoring anti-money laundering efforts;
W. coordinate with the investment adviser and fund accountant in
monitoring security pricing and fair valuation efforts;
X. coordinate and assist with the disclosure of proxy voting policies and
procedures and proxy voting results with proxy vendors, and assist in
the preparation and review of Form N-PX filings;
Y. provide administrative support and assistance to document third party
distribution efforts (including variable annuity platforms), such as
assisting in account initialization and contract negotiation
processes; and
Z. provide additional assistance to the Investment Company 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 "Administrative Services." 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) Huntington
reasonably believes it has 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 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 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.
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 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 or its 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 ▇▇▇▇▇▇▇▇▇▇ ▇-▇, ▇▇ ▇▇▇ 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.
Huntington further agrees to maintain the confidentiality of the Fund's
nonpublic information it receives in its role as Administrator, and to
redisclose it only to authorized individuals or third parties in a manner
consistent with the services contemplated under this Agreement and as proscribed
or permitted by the Investment Company's policies and procedures on the
disclosure of confidential information.
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 Administrative Services Fee Exhibit and such other
provisions provided in this Agreement. Huntington shall have sole responsibility
and liability for payment of compensation to Federated except for out-of-pocket
expenses, which shall be borne by the Investment Company. 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
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 or 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 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 federal and state banking 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 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, Huntington may
subcontract for the performance of 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 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, transfer
agent, or 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 Huntington or its agents or
subcontractors from advisers, sub-advisers,
custodian, fund accountant, transfer agent, 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 Huntington 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 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 November 1, 2004, and shall continue through October 31,
2006 ("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 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 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 ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇
▇▇▇▇▇-▇▇▇▇, Attention: Secretary, and to Huntington at Huntington
Center, 5th Floor, ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇,
Attention: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Executive Vice President, Private
Financial Group, or to such other address as the Investment Company
or Huntington 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, 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 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 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. However,
Huntington represents that it has a business continuity plan designed
to restore services as promptly as practicable upon such events.
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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ B. R. ▇▇▇▇▇▇▇
--------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Chief
Investment Officer
INVESTMENT COMPANY EXHIBIT
To
AGREEMENT FOR ADMINISTRATIVE SERVICES
among
THE HUNTINGTON NATIONAL BANK,
THE HUNTINGTON FUNDS AND HUNTINGTON VA FUNDS
Revised: 11/01/04
The Huntington Funds
List of Portfolios
Huntington Dividend Capture Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Fixed Income Securities Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Florida Tax-Free Money Fund
Investment A Shares
Trust Shares
Huntington Growth Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Income Equity Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Intermediate Government Income Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington International Equity Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Michigan Tax-Free Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Mid Corp America Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Money Market Fund
Investment A Shares
Investment B Shares
Trust Shares
Interfund Shares
Huntington Mortgage Securities Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington New Economy Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Ohio Municipal Money Market Fund
Investment A Shares
Trust Shares
Huntington Ohio Tax-Free Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Rotating Markets Fund
Investment A Shares
Trust Shares
Huntington Short/Intermediate Fixed Income Securities Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington U.S. Treasury Money Market Fund
Investment A Shares
Trust Shares
Huntington Situs Small Cap Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington Macro 100 Fund
Investment A Shares
Investment B Shares
Trust Shares
Huntington VA Funds
List of Portfolios
Huntington VA Growth Fund
Huntington VA Dividend Capture Fund
Huntington VA Income Equity Fund
Huntington VA Mid Corp America Fund
Huntington VA New Economy Fund
Huntington VA Rotating Markets Fund
Huntington VA Macro 100 Fund
Huntington VA International Equity Fund
Huntington VA Mortgage Securities Fund
Huntington VA Situs Small Cap Fund
ADMINISTRATIVE SERVICES FEE EXHIBIT
The Investment Company agrees to pay and Huntington hereby agrees to accept
as full compensation for its Administrative Services under this Agreement an
Administrative Services fee at the following annual rate:
Fee Rate Average Daily Net Assets of the Fund
.135% on the first $4 billion
.125% on the next $3 billion
.115% 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 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: November 1, 2004
THE HUNTINGTON FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ B. R. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Chief
Investment Officer