Exhibit 23(e)(iii) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
Amendment to
Distributor's Contract
among
The Huntington Funds, Huntington VA Funds
and
Edgewood Services, Inc.
This Amendment to the Distributor's Contract ("Agreement") among The
Huntington Funds, Huntington VA Funds (collectively, the "Investment Company" or
the "Funds") and Edgewood Services, Inc. ("Edgewood") is made and entered into
as of the 12th day of November, 2003.
WHEREAS, the Investment Company has entered into the Agreement with
Edgewood, dated December 1, 2001, as amended October 1, 2003, under and pursuant
to which Edgewood is the principal underwriter of the shares of the Investment
Company;
WHEREAS, the Investment Company wishes to delegate to Edgewood the right to
delegate to third party financial institutions the right to receive share orders
on behalf of the Investment Company, all in compliance with Rule 22c-1 under the
1940 Act and related interpretive guidance and regulations; and
WHEREAS, capitalized terms not defined herein shall have the meanings
ascribed to them in the Agreement.
NOW, THEREFORE, the parties intending to be legally bound agree as follows:
Paragraph 3 of the Agreement is hereby replaced in its entirety with the
following:
"Neither Edgewood nor any other person is authorized by the Investment
Company to give any information or to make any representation relative to
any Shares other than those contained in the Registration Statement,
Prospectuses, or Statements of Additional Information ("SAIs") filed with
the Securities and Exchange Commission, as the same may be amended from
time to time, or in any supplemental information to said Prospectuses or
SAIs approved by the Investment Company. Edgewood agrees that any other
information or representations other than those specified above which it or
any dealer or other person who purchases Shares through Edgewood may make
in connection with the offer or sale of Shares, shall be made entirely
without liability on the part of the Investment Company. No person or
dealer, other than Edgewood, is authorized to act as agent for the
Investment Company with respect to Edgewood's duties and responsibilities
under this Contract, except for the limited circumstance to allow Edgewood
to delegate to a financial institution the right to receive share orders in
proper form from its customers on the Investment Company's behalf for
purposes of Rule 22c-1 under the 1940 Act and related interpretive guidance
and regulations, provided that the financial institution and Edgewood agree
in writing that (a) on each day the Funds are open for trading, in order
for the financial institution's customers to receive that day's NAV, the
financial institution must receive its customers' orders prior to the time
the Funds calculate their NAV as disclosed in their prospectuses (the
"Cut-Off Time"), and must communicate to the Funds' transfer agent a report
of the trading activity of its customers in the Funds for that day by 9:00
a.m. EST on the next day the Funds are open for business; and (b) the
financial institution represents and warrants to Edgewood that the
financial institution has, and will maintain at all times during the term
of the written agreement with Edgewood, appropriate internal controls for
the segregation of purchase and redemption orders received prior to the
Cut-Off Time, from purchase and redemption orders received after the
Cut-Off Time on any day the Funds are open for trading. Edgewood agrees
that in offering or selling Shares as agent of the Investment Company, it
will, in all respects, duly conform to all applicable state and federal
laws and the rules and regulations of the National Association of
Securities Dealers, Inc., including its Conduct Rules. Edgewood will submit
to the Investment Company copies of all sales literature before using the
same and will not use such sales literature if disapproved by the
Investment Company."
In all other respects, the Agreement first referenced above shall remain in full
force and effect.
WITNESS the due execution hereof as of the 12th day of November, 2003.
THE HUNTINGTON FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
Edgewood Services, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President