Exhibit (h) (iii) under Form N-1A
Exhibit 10 under Item 601/Reg
SUB-FINANCIAL ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
AGREEMENT dated as of December 1, 2001 by and between The Huntington National
Bank ("Huntington") and State Street Bank and Trust Company ("State Street").
WHEREAS, Huntington and The Huntington Funds and Huntington VA Funds (each
the "Fund" or together the "Funds") have entered into a certain financial
administration and accounting services agreement dated as of December 1, 2001
as amended and in effect from time to time (the "Huntington Agreement");
WHEREAS, Huntington desires to sub-contract certain of its rights, duties and
responsibilities under the Huntington Agreement and to retain State Street as
financial administrator (the "Financial Administrator") to furnish certain
financial administrative services on behalf of the Funds;
WHEREAS, Huntington desires to sub-contract certain of its right, duties and
responsibilities under the Huntington Agreement and to retain State Street as
accounting agent (the "Accounting Agent") to perform certain accounting and
recordkeeping services on behalf of the Funds; and
WHEREAS, State Street is willing to perform such services on the terms
provided herein.
NOW, THEREFORE, the parties agree as follows:
I. APPOINTMENT
A. Of State Street as the Financial Administrator
Huntington hereby appoints State Street to act as Financial Administrator
with respect to the Funds for purposes of providing certain financial
administrative services for the period of and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
financial administrative services stated herein.
The Funds will initially consist of the Portfolios identified under Exhibit A
hereto (each, a "Portfolio" and collectively, the "Portfolios"). In the
event that a Fund establishes one or more additional portfolios with respect
to which Huntington wishes to retain the Financial Administrator to act as
financial administrator hereunder, Huntington shall notify the Financial
Administrator in writing. Upon such notification, such portfolio shall
become subject to the provisions of this Agreement to the same extent as the
existing Portfolios, except to the extent that such provisions (including
those relating to compensation and expenses payable by Huntington) may be
modified with respect to each additional Portfolio in writing by Huntington
and the Financial Administrator at the time of the addition of the Portfolio.
B. Of State Street as the Accounting Agent
Huntington hereby appoints State Street to act as Accounting Agent with
respect to the Funds for purposes of providing certain accounting and
recordkeeping services for the period of and on the terms set forth in this
Agreement. State Street accepts such appointment and agrees to render the
accounting and recordkeeping services stated herein.
The Funds will initially consist of the Portfolios identified under Exhibit A
hereto. In the event that the Fund establishes one or more additional
portfolios with respect to which Huntington wishes to retain the Accounting
Agent to act as accounting agent hereunder, Huntington shall notify the
Accounting Agent in writing. Upon such notification, such portfolio shall
become subject to the provisions of this Agreement to the same extent as the
existing Portfolios, except to the extent that such provisions (including
those relating to compensation and expenses payable by Huntington) may be
modified with respect to each additional Portfolio in writing by Huntington
and the Accounting Agent at the time of the addition of the Portfolio.
II. REPRESENTATIONS and WARRANTIES
A. By State Street. State Street represents and warrants that:
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1. It is a Massachusetts trust company, duly organized and existing under
the laws of The Commonwealth of Massachusetts;
2. It has the corporate power and authority to carry on its business in
The Commonwealth of Massachusetts;
3. All requisite corporate proceedings have been taken to authorized it to
enter into and perform this Agreement;
4. No legal or administrative proceedings have been instituted or
threatened which would impair State Street's ability to perform
its duties and obligations under this Agreement; and
5. Its entrance into this Agreement shall not cause a material breach or
be in material conflict with any other agreement or obligation of
State Street or any law or regulation applicable to it.
B. By Huntington. Huntington represents and warrants that:
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1. It is a national banking association, existing and in good standing
under the banking laws of the United States;
2. It has the power and authority under applicable laws to enter into and
perform this Agreement;
3. All requisite proceedings have been taken to authorize it to enter into
and perform this Agreement;
4. No legal or administrative proceedings have been instituted or
threatened which would impair Huntington's ability to perform its
duties and obligations under this Agreement; and
5. Its entrance into this Agreement will not cause a material breach or be
in material conflict with any other agreement or obligation of
Huntington or any law or regulation applicable to it.
III. DUTIES of STATE STREET
A. As the Financial Administrator
The Financial Administrator shall provide the following services, in each
case, subject to the control, supervision and direction of Huntington and the
review and comment by the Funds' auditors and legal counsel and in accordance
with procedures which may be established from time to time between Huntington
and the Financial Administrator:
1. Oversee the determination and publication of each Portfolio's net asset
value ("NAV") in accordance with the applicable Fund's policy as
adopted from time to time by the Board of Trustees of such Fund
(the "Board");
2. Oversee the maintenance by Huntington as Custodian and State Street as
sub-custodian of certain books and records of the Fund as required
under Rule 31a-1(b) of the 1940 Act;
3. Compile and deliver to Huntington or its designee, Fund performance
statistics including yields and total returns;
4. Prepare and submit for approval by officers of each Fund a Fund expense
budget, review expense calculations and arrange for payment of the
Fund's expenses;
5. Prepare for review and approval by officers of each Fund financial
information for the Fund's semi-annual reports, proxy statements
and other communications required or otherwise to be sent to
shareholders;
6. Prepare for review by an officer of and legal counsel for each Fund the
Fund's periodic financial reports required to be filed with the
Securities and Exchange Commission ("SEC") on Form N-SAR and
financial information required by Form N-1A and SEC Rule 24f-2
notices and such other reports, forms or filings as may be
mutually agreed upon;
7. Prepare reports relating to the business and affairs of each Fund as
may be mutually agreed upon and not otherwise prepared by the
Fund's investment adviser, custodian, sub-custodian, legal counsel
or independent accountants;
8. Make such reports and recommendations to Huntington concerning the
performance of the Fund's independent accountants as Huntington
may reasonably request;
9. Make such reports and recommendations to Huntington concerning the
performance and fees of the Fund's custodian and transfer and
dividend disbursing agent ("Transfer Agent") as Huntington may
reasonably request or deems appropriate;
10. Oversee and review calculations of fees paid to each Fund's investment
adviser, custodian, sub-custodian, fund administrator,
sub-administrator and Transfer Agent;
11. Consult with each Fund's officers, independent accountants, legal
counsel, custodian, fund administrator, sub-administrator and
Transfer Agent in establishing the accounting policies of the Fund;
12. Respond to, or refer to each Fund's officers or Transfer Agent,
shareholder inquiries relating to the Fund;
13. Prepare Fund income forecasts and submit for approval by officers of
the Fund, recommendations for Fund income dividend distributions;
14. Review and provide assistance on shareholder communications;
15. File annual and semi-annual N-SAR with the appropriate regulatory
agencies;
16. Review text of "President's letters" to shareholders and "Management's
Discussion of Corporate Performance" (which shall also be subject
to review by the Fund's legal counsel); and
17. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect the Fund, and provide
related planning assistance where requested or appropriate.
The Financial Administrator shall provide the office facilities and the
personnel required by it to perform the services contemplated herein.
B. As the Accounting Agent.
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1. Books of Account. The Accounting Agent shall maintain the books of
account of the Fund and shall perform the following duties in the
manner prescribed by the Fund's currently effective prospectus,
statement of additional information or other governing document,
certified copies of which have been supplied to the Accounting
Agent (a "Governing Document"):
a. Value the assets of each Portfolio using: primarily, market quotations
including the use of matrix pricing supplied by the
independent pricing services selected by the Accounting
Agent in consultation with the Fund's investment adviser
(the "Adviser") or sources selected by the Adviser and
reviewed by the Board; secondarily, for securities for which
no market price is available, the Pricing Committee of the
Board (the "Committee") will determine a fair value in good
faith. Consistent with Rule 2a-4 of the 1940 Act, estimates
may be used where necessary or appropriate; or thirdly, such
other procedures as may be adopted by the Board. The
Accounting Agent is not the guarantor of the securities
prices received from such pricing agents and the Accounting
Agent is not liable to the Fund or Huntington for potential
errors in valuing a Portfolio's assets or calculating the
NAV per share of such Portfolio or class when the
calculations are based upon such prices;
b. Determine the NAV per share of each Portfolio and/or class, at the time
and in the manner from time to time determined by the Board
and as set forth in the Prospectus of the Fund;
c. Calculate the net income of each of the Portfolios, if any;
d. Calculate realized capital gains or losses of each of the Portfolios
resulting from sale or disposition of assets, if any;
e. Maintain the general ledger and other accounts, books and financial
records of the Fund, including for each Portfolio, and/or
class, as required under Section 31(a) of the 1940 Act and
the Rules thereunder in connection with the services
provided by State Street;
f. At the request of Huntington, prepare various reports or other
financial documents in accordance with generally accepted
accounting principles as required by federal, state and
other applicable laws and regulations; and
g. Such other similar services as may be reasonably requested by
Huntington.
Huntington shall provide timely prior notice to the Accounting Agent of any
modification in the manner in which such calculations are to be performed as
prescribed in any revision to a Fund's governing document. The Accounting
Agent shall not be responsible for any revisions to calculations unless such
revisions are communicated in writing to the Accounting Agent.
2. Records. The Accounting Agent shall create and maintain all
records relating to its activities and obligations under this
Agreement in such a manner as will meet the obligations of each
Fund under the 1940 Act, specifically Section 31 thereof and Rules
31a-1 and 31a-2 thereunder. All such records shall be the
property of the applicable Fund and shall at all times during the
regular business hours of the Accounting Agent be open for
inspection by duly authorized officers, employees or agents of
Huntington or the Funds and employees and agents of the Securities
and Exchange Commission. Subject to Section XVI below, the
Accounting Agent shall preserve for the period required by law the
records required to be maintained thereunder.
IV. DUTIES of HUNTINGTON
A. Delivery of Documents. Huntington will promptly deliver to the
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Financial Administrator copies of each of the following documents and all
future amendments and supplements, if any:
1. Each Fund's Agreement and Declaration of Trust;
2. Each Fund's currently effective registration statement under the
Securities Act of 1933, as amended (the "1933 Act") and the 1940
Act and the Fund's Prospectus(es) and Statement(s) of Additional
Information (the "Prospectus") relating to all Portfolios and all
amendments and supplements thereto as in effect from time to time;
3. Certified copies of resolutions of the Board authorizing (a) Huntington
to enter into this Agreement and (b) certain individuals on behalf
of Huntington and its third-party agents to (i) give instructions
to the Financial Administrator pursuant to this Agreement and (ii)
sign checks and pay expenses;
4. The investment advisory agreement between each Fund and its investment
adviser; and
5. Such other certificates, documents or opinions which the Financial
Administrator may, in its reasonable discretion, deem necessary or
appropriate in the proper performance of its duties.
Huntington shall provide, or shall cause its third-party agent to provide,
timely notice to the Accounting Agent of all data reasonably required as a
condition to the Accounting Agent's performance described in Section III.B
hereunder.
State Street is authorized and instructed to rely upon any and all
information it receives from Huntington or its third-party agent. State
Street shall have no responsibility to review, confirm or otherwise assume
any duty with respect to the accuracy or completeness of any data supplied to
it by or on behalf of Huntington.
State Street shall value each Portfolio's securities and other assets
utilizing prices obtained from sources designated by Huntington or its duly
authorized agent, on a Price Source Authorization substantially in the form
attached hereto as Exhibit B or otherwise designated by means of Proper
Instructions (as such term is defined herein) (collectively, the "Authorized
Price Sources"). State Street shall not be responsible for any revisions to
the methods of calculation adopted by the Fund until such revisions are
communicated in writing to the Custodian.
B. Proper Instructions. Huntington and its third-party agents shall
communicate to State Street by means of Proper Instructions. Proper
Instructions shall mean (i) a writing signed or initialed by one or more
persons as the Board shall have from time to time authorized or (ii)
communication effected directly between Huntington or its third-party agents
and State Street by electro-mechanical or electronic devices, provided that
Huntington and State Street have approved such procedures. State Street may
rely upon any Proper Instruction believed by it to be genuine and to have
been properly issued by or on behalf of Huntington. Oral instructions shall
be considered Proper Instructions if State Street reasonably believes them to
have been given by a person authorized to give such instructions. Huntington
and its third-party agents shall cause all oral instructions to be confirmed
in accordance with clauses (i) or (ii) above, as appropriate. Huntington and
its third-party agents shall give timely Proper Instructions to State Street
in regard to matters affecting accounting practices and State Street's
performance pursuant to this Agreement.
V. COMPLIANCE WITH GOVERNMENTAL RULES and REGULATIONS; RECORDS
Huntington assumes full responsibility for complying with all securities,
tax, commodities and other laws, rules and regulations applicable to each
Fund.
VI. WARRANTIES
If, prior to the Accounting Agent's calculation of the current NAV,
Huntington or its third-party agent notifies the Accounting Agent that any of
its accounting services are erroneous in any material respect, the Accounting
Agent shall endeavor in a timely manner to correct such failure.
Organizations from which the Accounting Agent may obtain certain data
included in the accounting services are solely responsible for the contents
of such data and Huntington on behalf of itself and each Fund agrees to make
no claim against the Accounting Agent arising out of the contents of such
third-party data including, but not limited to, the accuracy thereof. The
Accounting Agent makes no warranties with respect to the calculations and
data processing it provides pursuant to the terms of this Agreement insofar
as the calculations and data processing relate to the qualification of the
Fund as a regulated investment company under state or federal securities and
tax laws, or any requirements or obligations thereunder.
VII. FORCE MAJEURE
State Street shall have no liability for cessation of services hereunder or
any damages resulting therefrom to Huntington or a Fund as a result of work
stoppage, power or other mechanical failure, natural disaster, governmental
action, computer viruses, communication disruption or other impossibility of
performance.
VIII. INSTRUCTIONS and ADVICE
At any time, State Street may apply to Huntington for instructions and may
consult with its own legal counsel or outside counsel for Huntington or the
independent accountants for the Fund at the expense of Huntington, provided
that State Street first obtains Huntington's consent, which shall not be
unreasonably withheld, with respect to any matter arising in connection with
the services to be performed by State Street under the terms of this
Agreement. In its capacity as the Financial Administrator or as the
Accounting Agent under the terms of this Agreement, State Street shall not be
liable, and shall be indemnified by Huntington for any action taken or
omitted by it in good faith reliance upon any such instructions or advice or
upon any paper or document believed by it to be genuine and to have been
signed by the proper person or persons. State Street shall not be held to
have notice of any change of authority of any person until receipt of written
notice thereof from Huntington. Nothing in this paragraph shall be construed
as imposing upon State Street any obligation to seek such instructions or
advice, or to act in accordance with such advice when received.
IX. NOTICES
All notices shall be in writing and deemed given when delivered in person, by
facsimile, by overnight delivery through a commercial courier service, or by
registered or certified mail, return receipt requested. Notices shall be
addressed to each party at its address set forth below, or such other address
as the recipient may have specified by earlier notice to the sender:
If to State Street: LaFayette Corporate Center
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▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
ATTN: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (617)
If to Huntington: The Huntington National Bank
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ATTN: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
With a copy to General Counsel.
X. CONFIDENTIALITY
State Street agrees that, except as otherwise required by law or in
connection with any required disclosure to a banking or other regulatory
authority, it will keep confidential all records and information in its
possession relating to a Fund or its shareholders or shareholder accounts and
will not disclose the same to any person except at the request or with the
written consent of Huntington.
XI. LIMITATION of LIABILITY and INDEMNIFICATION
State Street shall be responsible for the performance of only such duties as
are set forth in this Agreement and, except as otherwise provided under
Section XVI, shall have no responsibility for the actions or activities of
any other party, including other service providers. State Street shall have
no liability for any error of judgment or mistake of law or for any loss or
damage resulting from the performance or nonperformance of its duties
hereunder unless solely and directly caused by or resulting from the
negligence, reckless misconduct, willful malfeasance or lack of good faith of
State Street, its officers or employees. STATE STREET SHALL NOT BE LIABLE
FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO
HUNTINGTON'S USE OF THE SERVICES DESCRIBED HEREIN OR THE PERFORMANCE OF OR
FAILURE TO PERFORM STATE STREET'S OBLIGATIONS UNDER THIS AGREEMENT. This
disclaimer applies without limitation to claims regardless of the form of
action, whether in contract (including negligence), strict liability, or
otherwise and regardless of whether such damages are foreseeable.
Nothing in this Agreement shall be construed to relieve Huntington of any
responsibility or liability it has to the Fund under the Huntington Agreement.
Huntington shall indemnify and hold State Street harmless from all loss,
cost, damage and expense, including reasonable fees and expenses for counsel,
incurred by State Street resulting from any claim, demand, action or suit in
connection with State Street's acceptance of this Agreement, any action or
omission by it in the performance of its duties hereunder, or as a result of
acting upon any instructions reasonably believed by it to have been duly
authorized by Huntington, provided that this indemnification shall not apply
to actions or omissions of State Street, its officers or employees in cases
of its or their own negligence or willful misconduct.
The indemnification contained herein shall survive the termination of this
Agreement.
XII. EXCLUSIVE REMEDY
State Street's total liability during any twelve-month period shall be
limited to actual or direct damages up to the greater of: (1) a maximum of
the aggregate amount of fees earned by State Street under Article XV
hereunder during the last twelve months prior to the time the event giving
rise to liability occurs; or $1 million.
XIII. SERVICES NOT EXCLUSIVE
The services of State Street to Huntington are not to be deemed exclusive and
State Street shall be free to render similar services to others. State
Street shall be deemed to be an independent contractor and shall, unless
otherwise expressly provided herein or authorized by Huntington from time to
time, have no authority to act or represent Huntington or the Funds in any
way or otherwise be deemed an agent of Huntington.
XIV. TERM; TERMINATION; AMENDMENT
A. Term. This Agreement shall become effective on the date first
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written above and shall remain in full force and effect unless either party
terminates this Agreement as provided herein.
B. Termination. Either party may terminate this Agreement by at least
sixty (60) days' prior written notice to the other party provided however,
that as soon as practicable upon receipt of notice from the Funds of the
termination of the Huntington Agreement, Huntington shall notify State Street
in writing of the termination of this Agreement which shall then be
coterminous with the Huntington Agreement. If at any time the Huntington
Agreement is amended so as to shorten the notice provision of termination of
the Huntington Agreement to less than sixty (60) days, the preceding proviso
shall automatically become null and void.
Termination of this Agreement with respect to any given Portfolio shall in no
way affect the continued validity of this Agreement with respect to any other
Portfolio.
Upon termination of this Agreement, Huntington shall pay to State Street such
compensation and any reimbursable expenses as may be due under the terms
hereof as of the date of such termination, including reasonable out-of-pocket
expenses associated with such termination.
C. Amendment. This Agreement may be modified or amended from time to
time by the mutual agreement of the parties hereto. No amendment to this
Agreement shall be effective unless it is in writing and signed by a duly
authorized representative of each party. The term "Agreement", as used
herein, includes all schedules and attachments hereto and any future written
amendments, modifications, or supplements made in accordance herewith.
XV. FEES, EXPENSES and EXPENSE REIMBURSEMENT
State Street shall receive from Huntington such compensation for its services
provided pursuant to this Agreement as may be agreed to from time to time in
a written fee schedule approved by the parties and initially set forth in the
Fee Schedule to this Agreement. The fees are accrued daily and billed
monthly and shall be due and payable upon receipt of the invoice. Upon the
termination of this Agreement before the end of any month, the fee for the
part of the month before such termination shall be prorated according to the
proportion which such part bears to the full monthly period and shall be
payable upon the date of termination of this Agreement. In addition,
Huntington shall reimburse State Street for its out-of-pocket costs incurred
in connection with this Agreement including all costs and expenses including
reasonable attorney's fees, incurred by State Street to collect any charges
due under this Agreement.
Huntington agrees to promptly reimburse State Street for any equipment and
supplies specially ordered by or for Huntington through State Street and for
any other expenses not contemplated by this Agreement that State Street may
incur on the Fund's behalf at Huntington's request or with Huntington's
consent.
Each Fund will bear all expenses that are incurred in the operation of the
Fund and not specifically assumed by State Street. Expenses to be borne by
each Fund include, but are not limited to: Organization expenses; cost of
services of independent accountants and outside legal and tax counsel
(including such counsel's review of the Fund's registration statement, proxy
materials, federal and state tax qualification as a regulated investment
company and other reports and materials prepared by State Street under this
Agreement); cost of any services contracted for by the Fund directly from
parties other than State Street; cost of trading operations and brokerage
fees, commissions and transfer taxes in connection with the purchase and sale
of securities for the Fund; investment advisory fees; taxes, insurance
premiums and other fees and expenses applicable to its operation; costs
incidental to any meetings of shareholders including, but not limited to,
legal and accounting fees, proxy filing fees and the costs of preparation,
printing and mailing of any proxy materials; costs incidental to Board
meetings, including fees and expenses of Board members; the salary and
expenses of any officer, director/trustee or employee of Huntington or the
Fund; costs incidental to the preparation, printing and distribution of the
Fund's registration statements and any amendments thereto and shareholder
reports; cost of typesetting and printing of prospectuses; cost of
preparation and filing of the Fund's tax returns, Form N-1A or N-2 and Form
N-SAR, and all notices, registrations and amendments associated with
applicable federal and state tax and securities laws; fidelity bond and
directors' and officers' liability insurance; and cost of independent pricing
services used in computing each Portfolio's NAV.
XVI. ASSIGNMENT; SUCCESSOR AGENT; SUB-CONTRACTORS
A. Assignment. This Agreement shall not be assigned by either party
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without the prior written consent of the other party, except that either
party may assign to a successor all of or a substantial portion of its
business, or to a party controlling, controlled by, or under common control
with such party.
B. Successor Agent. This Agreement shall be binding on and shall inure
to the benefit of each party and to their successors and permitted assigns.
If a successor agent for a Fund shall be appointed by the Fund, State Street
shall upon termination deliver to such successor agent at the office of State
Street all properties of the Fund held by it hereunder.
In the event that no written order designating a successor agent or Proper
Instructions shall have been delivered to State Street on or before the date
when such termination shall become effective, then State Street shall have
the right to deliver to a bank or trust company, which is a "bank" as defined
in the 1940 Act, doing business in Boston, Massachusetts, 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
properties held by State Street under this Agreement. Thereafter, such bank
or trust company shall be the successor of State Street under this Agreement.
C. Sub-contractors. State Street is authorized to and may employ or
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associate with such person or persons as it may deem desirable to assist it
in performing its duties under this Agreement; provided, however, that the
compensation of such person or persons shall be paid by State Street and
further provided that the appointment of any such person or persons shall not
relieve State Street of its obligations as set forth in this Agreement.
XVII. ENTIRE AGREEMENT
This Agreement (including all schedules and attachments hereto) constitutes
the entire Agreement between the parties with respect to the subject matter
hereof and terminates and supersedes all prior agreements, representations,
warranties, commitments, statements, negotiations and undertakings with
respect to such services to be performed hereunder whether oral or in writing.
XXIII. 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.
XIX. HEADINGS NOT CONTROLLING
Headings used in this Agreement are for reference purposes only and shall not
be deemed a part of this Agreement.
XX. SURVIVAL
After expiration or termination of this Agreement, all provisions relating to
payment shall survive until completion of required payments. In addition to
those provisions which specifically provide for survival beyond expiration or
termination, all provisions regarding indemnification, warranty, liability
and limits thereon shall survive, unless and until the expiration of any time
period specified elsewhere in this Agreement with respect to the provision in
question.
XXI. SEVERABILITY
In the event any provision of this Agreement is held illegal, invalid, void
or unenforceable, the balance shall remain in effect, and if any provision is
inapplicable to any person or circumstance it shall nevertheless remain
applicable to all other persons and circumstances.
XXII. GOVERNING LAW; JURISDICTION
This Agreement shall be deemed to have been made in the Commonwealth of
Massachusetts and shall be governed by and construed under and in accordance
with the laws of the Commonwealth of Massachusetts without giving effect to
its conflict of laws principles and rules.
XXIII. REPRODUCTION OF DOCUMENTS
This Agreement and all schedules, exhibits, attachments and amendments hereto
may be reproduced by any photographic, photostatic, microfilm, micro-card,
miniature photographic or other similar process. The parties hereto each
agree that any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding, whether or not
the original is in existence and whether or not such reproduction was made by
a party in the regular course of business, and that any enlargement,
facsimile or further reproduction of such reproduction shall likewise be
admissible in evidence.
[Remainder of Page Intentionally Blank]
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.
STATE STREET BANK AND TRUST COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
THE HUNTINGTON NATIONAL BANK
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Executive Vice President
EXHIBIT A
As of December 1, 2001
Huntington Dividend Capture Fund
Huntington Fixed Income Securities Fund
Huntington Florida Tax-Free Money Fund
Huntington Growth Fund
Huntington Income Equity Fund
Huntington Intermediate Government Income Fund
Huntington International Equity Fund
Huntington Michigan Tax-Free Fund
Huntington Mid-Corp America Fund
Huntington Money Market Fund
Huntington Mortgage Securities Fund
Huntington New Economy Fund
Huntington Ohio Municipal Money Market Fund
Huntington Ohio Tax-Free Fund
Huntington Rotating Index Fund
Huntington Short-Intermediate Fixed Income Securities Fund
Huntington U.S. Treasury Money Market Fund
Huntington VA Growth Fund
Huntington VA Income Equity Fund
Huntington VA Dividend Capture Fund
Huntington VA International Equity Fund
Huntington VA Mid Corp America Fund
Huntington VA New Economy Fund
Huntington VA Rotating Index Fund