Exhibit (e) (ii) under Form-N-1A
Exhibit (1) under Item 601/Reg. S-K
AGREEMENT
for
ADMINISTRATIVE SERVICES
This AGREEMENT is made as of December 1, 2001, between Federated Services
Company, a Pennsylvania corporation having its principal office and place of
business at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000 ("Federated") 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 0000 Xxxxxxxxx Xxxxx,
Xxxxxxxxxx, XX 00000-0000. 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"). Federated is entering
into this Agreement on behalf of itself and any of its subsidiaries with which
it may subcontract under this Agreement. Each Investment Company and Federated
may be individually and collectively referred to as a "Party" or "Parties."
WHEREAS, the 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 Federated as
administrator to provide the Administrative Services described in this
Agreement either exclusively or in conjunction with one or more
co-administrators or sub-administrators, and Federated desires to provide
such services in return for the compensation identified in this Agreement and
the related Administrative Services Fee Exhibit;
WHEREAS, Federated and each Investment Company propose to enter into a
Sub-Administrative Services Agreement with The Huntington National Bank
("Huntington") under which Huntington will provide certain sub-administrative
services and for which the Investment Company will compensate Huntington;
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 Federated as Administrator, and Federated
accepts such appointment under the terms of this Agreement.
Article 2. Federated's Duties as Administrator.
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In accordance with Proper Instructions (as defined hereafter) from the
Investment Company, Federated will provide facilities, equipment, and
personnel to carry out the following administrative services for operation of
the business and affairs of the Investment Company and each of its Funds. In
all cases, Federated shall remain subject to the supervision and control of
the Investment Company's Board of Trustees ("Board"). Federated shall
exclusively or in conjunction with any other Fund administrator:
A. prepare, file, and maintain 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;
B. prepare and file 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;
C. prepare, negotiate, and administer contracts on behalf of the
Investment Company with, among others, the Investment Company's
investment advisers, sub-investment advisers, fund accountants,
custodians, and distributors, subject to any applicable restrictions
of the Board or the 1940 Act;
D. coordinate the layout and printing of Prospectuses and other publicly
disseminated reports;
E. perform internal audit examinations in accordance with a charter to be
adopted by the Parties;
F. assist with the design, development, and operation of the Investment
Company;
G. 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;
H. consult with the Investment Company, its Board, and any other
administrators on matters concerning the Investment Company and its
affairs;
I. 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;
J. oversee calculation of performance data of each Fund for dissemination to
information services covering the investment company industry; and
K. review each Fund's tax returns.
The foregoing, along with any additional services that Federated shall
agree in writing to perform for the Investment Company under this Agreement,
shall hereafter be referred to as "Administrative Services." Federated's
oversight of other service providers (including the custodian and fund
accountant as noted above) shall not create any liability of Federated for
errors or omissions of these service providers in performing their functions.
Article 3. Common Personnel
Any person (even though also a Federated 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 Federated's duties hereunder) to
be rendering such services to or acting solely for the Investment Company and
not as a Federated officer, director, trustee, partner, employee or agent or
one under the control or direction of Federated even though paid by Federated.
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) Federated reasonably believes they have 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 and Federated 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 Federated 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.
----------------------------------------------------------
Federated 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
Federated 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 Federated's premises during its normal business hours.
At the Investment Company's request or pursuant to Proper Instructions,
Federated 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,
Federated will turn over to the Investment Company and cease to retain in
Federated's files, those Investment Company books, records and documents that
Federated created and maintained under this Agreement, provided that
Federated 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 Federated in performing its services or for its protection.
Absent Proper Instructions regarding the delivery of Investment Company's
books and records, Federated 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 Federated's possession beyond that time period may be
destroyed without further notice. In addition, Federated 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 Federated held under this Agreement.
Federated 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 Xxxxxxxxxx X-X, 00 XXX Part 248. Federated 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 Federated's obligations under this Agreement and
consistent with the exceptions provided in 17 CFR Sections 248.14, 248.15 and
248.13, respectively
Article 6. Compensation and Expenses.
As compensation for services under this Agreement, the Investment Company
shall compensate Federated 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. Any fee exhibits shall be
dated and executed by a duly authorized officer of the Investment Company and
Federated. Any amendments or adjustments to these fee exhibits shall be in
writing and similarly executed. However, from time to time in its sole
discretion, Federated 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 Federated 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 Federated monthly (or
daily at Federated'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,
travel, duplicating, supplies, microfiche, disaster recovery, 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 Federated for any non-routine
expenses (reasonable or otherwise) it incurs at the Investment Company's
request or consent or if the expenses are not normally associated with
performing Administrative Services. Federated will maintain detailed
information about such compensation and out of pocket expenses.
Federated shall be responsible for expenses incurred in providing office
space, equipment, and personnel as may be necessary or convenient to provide
the Administrative Services to the Investment Company, including the
compensation of Federated 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
Federated, for all expenses 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 Federated'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 Federated with the following documents:
(1) A copy of the Investment Company's Charter Documents;
(2) A copy of the Board resolution authorizing this Agreement;
(3) A copy of each Fund's Prospectus.
B. From time to time, the Investment Company will furnish Federated with
following documents:
(1) Each resolution Board authorizing the original issuance of
Shares;
(2) The Investment Company's Registration Statement and related
amendments as filed with the SEC, and orders regarding the sale
of Shares;
(3) A certified copy of each amendment to the Charter Documents;
(4) Certified copies of each Board vote authorizing Investment
Company officers to give Proper Instructions; and
(5) Such other certifications, documents or opinions that Federated
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 Federated
Federated represents and warrants to the Investment Company that:
(1) It is a corporation duly organized, existing and in good
standing under the laws of the Commonwealth of Pennsylvania;
(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 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 Federated 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 Securities Act of 1933 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 distribution of
a Fund's offering document and its Registration Statement and for complying
with all applicable requirements of the Internal Revenue Code, and any other
laws, rules and regulations of government authorities having jurisdiction.
Article 10. Federated's Responsibility.
Federated 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, or gross negligence on Federated's part in the
performance of its 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 either 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, Federated may
subcontract for the performance of Administrative Services with Federated
Administrative Services, a wholly-owned subsidiary of Federated, or with
any other subsidiary owned or controlled by Federated Investors, Inc.
Federated shall be held to the same level of responsibility and liability
to the Investment Company for this subcontractor's acts and omissions.
C. Without further consent of the Investment Company, Federated may
subcontract for the performance of blue sky registration and reporting.
Federated shall be held to the same level of responsibility and liability
to the Investment Company for this subcontractor's acts and omissions.
D. Upon Proper Instructions from the Investment Company, Federated will
subcontract for the performance of services under this Agreement with an
agent selected by the Investment Company, other than as described in B.
and C. above; but Federated is not responsible for the acts and omissions
of such agent.
Article 12. Indemnification.
A. Indemnification by Investment Company
Federated shall not be responsible for and the Investment Company or
Fund shall indemnify and hold harmless Federated, 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, administrator other than Federated) other than a
subcontractor Federated selects under Article 11.B. or 11.C.
(2) The reliance on or use by Federated or its agents or
subcontractors of information, records and documents in proper
form which
(a) are received by Federated or its agents or subcontractors
from advisers, sub-advisers, custodian, fund accountant,
transfer agent, administrator other than Federated, 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 Federated 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 Federated shall not be protected by
this Article 12A. from liability for any act or omission
resulting from Federated's willful misfeasance, bad faith,
gross negligence, or reckless disregard of its duties.
B. Reliance
At any time Federated 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 Federated under this
Agreement, and Federated 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 take effect on
October 16, 2001 and the Agreement shall continue through October 31, 2004
("Initial Term"). Thereafter, the Agreement will automatically renew for
successive twelve (12) month terms (a "Renewal Term") unless Federated
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 or 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, it bears full
responsibility and will promptly reimburse Federated for its reasonable
out-of-pocket expenses associated with transferring or moving Investment
Company books, records and materials maintained by Federated under this
Agreement. Additionally, Federated reserves the right to charge for any
other reasonable expenses associated with such termination. The provisions
of Article 10. Federated'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
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000, Attention: Secretary or to
Federated Services Company at Federated Investors Tower, 0000 Xxxxxxx Xxxxxx,
Xxxxxxxxxx, Xxxxxxxxxxxx, 00000-0000, Attention: Secretary, or to such other
address as the Investment Company or Federated 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 the Parties. From time to time, Federated and 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 between 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.
Federated 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.
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/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
INVESTMENT COMPANY EXHIBIT
Contract Date The Huntington Funds
List of Portfolios
--------------------------------------------------------------------------------
December 1, 2001 Huntington Dividend Capture Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Fixed Income Securities Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 0000 Xxxxxxxxxx Xxxxxxx Tax-Free Money Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Growth Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Income Equity Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Intermediate Government Income Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington International Equity Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 0000 Xxxxxxxxxx Xxxxxxxx Tax-Free Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Mid Corp America Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Money Market Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Mortgage Securities Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington New Economy Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Ohio Municipal Money Market Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Ohio Tax-Free Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Rotating Index Fund
Investment A Shares
Investment B Shares
Trust Shares
December 1, 2001 Huntington Short/Intermediate Fixed Income Securities Fund
Trust Shares
December 1, 0000 Xxxxxxxxxx X.X. Treasury Money Market Fund
Investment A Shares
Investment B Shares
Trust Shares
Contract Date Huntington VA Funds
List of Portfolios
--------------------------------------------------------------------------------
December 1, 0000 Xxxxxxxxxx XX Growth Fund
December 1, 0000 Xxxxxxxxxx XX Dividend Capture Fund
December 1, 2001 Huntington VA International Equity Fund
December 1, 0000 Xxxxxxxxxx XX Xxx Xxxx Xxxxxxx Fund
December 1, 2001 Huntington VA New Economy Fund
December 1, 0000 Xxxxxxxxxx XX Rotating Index Fund
ADMINISTRATIVE SERVICES FEE EXHIBIT
The Investment Company agrees to pay and Federated hereby agrees to accept
as full compensation for its Administrative Services under this Agreement an
administrative fee at the following annual rate:
Fee Rate Average Daily Net Assets of the Fund
-------- ------------------------------------
.075% on the first $4 billion
.07% on the next $3 billion
.065% on assets in excess of $7 billion
There is a minimum annual fee per fund of $50,000. There are no Share
Class minimums. The per Fund minimum fee will be waived on Funds existing as
of the date of this Agreement for twelve (12) months from the date of this
Agreement. Further, the per Fund minimum fee will be waived for any Fund
created after the date of this Agreement for twelve (12) months from the date
of such Fund's effectiveness with the SEC.
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: December 1, 2001
THE HUNTINGTON FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
HUNTINGTON VA FUNDS
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
FEDERATED SERVICES COMPANY
By: /s/ Xxxx X. Xxxxx
--------------------------------------
Name: Xxxx X. Xxxxx
Title: Vice President