EXHIBIT 23(H)(XVI) UNDER FORM N-1A
EXHIBIT 10(H) UNDER ITEM 601/REG. S-K
AMENDMENT TO FUND ACCOUNTING AGREEMENT
THIS AMENDMENT, made as of the 29th day of September, 2005, between
Huntington National Bank (hereinafter referred to as "Huntington"), a national
bank having its principal place of business at ▇▇ ▇. ▇▇▇▇ ▇▇., ▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, and BISYS FUND SERVICES OHIO, INC. (hereinafter referred to as "BISYS"),
an Ohio corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ is attached to and incorporated by reference into that
certain Fund Accounting Agreement dated May 1, 2002, as amended July 30, 2003,
and further amended as of July 1, 2004 (the "Agreement"), by and between
Huntington and BISYS. The terms of this Amendment shall be in addition to the
terms of the Agreement; provided, however, that in the event of a conflict
between the terms of this Amendment and the terms of the Agreement, this
Amendment shall control. To the extent the Agreement is amended subsequent to
the date hereof, and the terms of the amended Agreement and this Amendment
conflict, the terms of the Agreement shall control. This preamble is an
essential part of this Amendment and its terms are a part of this Amendment.
WHEREAS, Huntington and BISYS entered into the Agreement, pursuant to
which BISYS performs fund accounting services for the underlying portfolios (the
"Funds") of The Huntington Funds and the Huntington VA Funds (collectively, the
"Trusts"), each of which is a Massachusetts business trust; and
WHEREAS, BISYS has provided and Huntington desires that BISYS continue to
provide services with respect to Form N-Q, and BISYS is willing to provide the
services set forth in this Amendment in consideration of the fee described
below, on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual promises and covenants
hereinafter contained, Huntington and BISYS hereby agree as follows:
1. AMENDMENTS
(a) Section 1(c) of the Agreement is amended by the addition of the
following service to be provided by BISYS:
(vi) Prepare and File holdings reports on Form N-Q as required at
the end of the first and third fiscal quarters of each year.
(b) Schedule B of the Agreement is amended by the addition of the
following fee to be paid to BISYS:
Fees for Form N-Q services:
FORM N-Q REPORT DATE FEE FORMULA
Third Quarter 2004 $2,750.00 per series of The Huntington Funds per filing made on its behalf, and
$2,250.00 per series of the Huntington VA Funds per filing made on its behalf.
First Quarter 2005 $2,750.00 per series of The Huntington Funds per filing made on its behalf, and
$2,250.00 per series of the Huntington VA Funds per filing made on its behalf.
Third Quarter 2005 $15,000.00 total for all Form N-Q filings made on behalf of The Huntington Funds and Huntington
VA Funds.
First Quarter 2006 $15,000.00 total for all Form N-Q filings made on behalf of The Huntington Funds and Huntington
VA Funds.
Third Quarter 2006 and all Subject to further negotiation.
subsequent filings
The compensation set forth under this Amendment is payable in addition to
the compensation otherwise payable under the Agreement. Compensation payable to
BISYS with respect to the Form N-Q service shall not be applied or counted
toward any of the minimum fee requirements for other services provided by BISYS.
The parties acknowledge that this compensation will ultimately be paid by the
Trusts as a reimbursement to Huntington under Section XV of the Financial
Administration and Accounting Services Agreement between Huntington and the
Trusts, dated December 1, 2001.
2. REPRESENTATIONS
Huntington represents and warrants to BISYS that:
(a) This Amendment has been duly authorized by Huntington and the
Trusts and, when executed and delivered by Huntington, will
constitute a legal, valid and binding obligation of Huntington,
enforceable against Huntington in accordance with its terms,
subject to bankruptcy, insolvency, reorganization, moratorium and
other laws of general application affecting the right and remedies
of creditors and secured parties; and
(b) Huntington represents and warrants that it has presented this
Amendment to, together with any information requested by, the Board
of Trustees of the Trusts, and the Board of Trustees of the Trusts
has approved this Amendment. Huntington shall provide BISYS with
copies of the resolutions evidencing such approval prior to the
effective date of this Amendment.
3. MISCELLANEOUS
(a) This Amendment supplements and amends the Agreement. The
provisions set forth in this Amendment supersede all prior negotiations,
understandings and agreements bearing upon the subject matter covered herein,
including any conflicting provisions of the Agreement or any provisions of the
Agreement that directly cover or indirectly bear upon matters covered under this
Amendment.
(b) Section headings in this Amendment are included for convenience
only and are not to be used to construe or interpret this Amendment.
(c) This Amendment may be executed in counterparts, each of which shall
be an original but all of which, taken together, shall constitute one and the
same agreement.
(d) Capitalized terms used but not defined in this Amendment have the
respective meanings ascribed to them in the Agreement.
(e) Each reference to the Agreement in the Agreement (as it existed
prior to this Amendment) and in every other agreement, contract or instrument to
which the parties are bound, shall hereafter be construed as a reference to the
Agreement as amended by this Amendment. Except as provided in this Amendment,
the provisions of the Agreement remain in full force and effect (including,
without limitation, the term of the Agreement). No amendment or modification to
this Amendment shall be valid unless made in writing and executed by both
parties hereto.
* * * * *
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.
HUNTINGTON NATIONAL BANK
By: /s/ B. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name: B. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: President
BISYS FUND SERVICES OHIO, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President Fund Services