Exhibit 23(d)(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY AGREEMENT
This Agreement is made as of the 12th day of May, 2001, between the
Huntington Funds, a business trust organized under the laws of the
Commonwealth of Massachusetts (herein called the "Trust") and Huntington
Asset Advisors, Inc., an adviser registered under the Investment Advisers Act
of 1940 (herein called the "Adviser").
WHEREAS, the Trust is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended; and
WHEREAS, the Trust desires to retain the Investment Adviser to furnish
certain investment advisory and related services described below in
connection with the management of each of the investment portfolios of the
Trust identified on Schedule A hereto (the "Funds"), and the Adviser
represents that it is willing and possesses legal authority under the
Xxxxx-Xxxxxxxx Act to so furnish such services;
NOW THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Adviser to act as
investment adviser to the Funds for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.
2. Delivery of Documents. The Trust has furnished the Adviser with
copies properly certified or authenticated of each of the following documents:
(a) the Trust's Agreement and Declaration of Trust, dated
February 10, 1987 and filed with the Secretary of State of The Commonwealth
of Massachusetts, and all amendments thereto or restatements thereof (such
Agreement and Declaration of Trust, as presently in effect and as it shall
from time to time be amended or restated, is herein called the "Declaration
of Trust");
(b) the Trust's Bylaws and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Adviser and approving this Agreement;
(d) the Trust's original Notification of Registration on Form
N-8A under the 1940 Act as filed with the Securities and Exchange Commission
and all amendments thereto;
(e) the Trust's current Registration Statement on Form N-lA
under the Securities Act of 1933, as amended ("1933 Act"), and under the 1940
Act as filed with the Securities and Exchange Commission; and
(f) the Funds' most recent prospectuses and the Trust's
Statement of Additional Information relating to the Funds (such prospectuses
and Statement of Additional Information, as presently in effect, and all
amendments and supplements thereto are herein collectively called the
"Prospectus").
The Trust will promptly furnish the Adviser with copies of all
amendments of or supplements to the foregoing documents.
3. Management. Subject to the supervision of the Trust's Board of
Trustees, the Adviser will provide or cause to be provided a continuous
investment program for each Fund identified on Schedule A hereto, including
investment research and management with respect to all securities and
investments and cash equivalents in such Funds. The Adviser will determine
or cause to be determined from time to time what securities and other
investments will be purchased, retained or sold by the Trust with respect to
each Fund identified on Schedule A hereto and will place or cause to be
placed orders for purchase and sale on behalf of the Trust with respect to
such Fund.
The Adviser will provide the services under this Agreement in
accordance with each Fund's investment objective, policies and restrictions
as stated in the Prospectuses, resolutions of the Trust's Board of Trustees,
and any undertakings with regulatory authorities which are provided by the
Trust to the Adviser. The Adviser further agrees that it:
(a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply in all material respects with all applicable
Rules and Regulations of the Securities and Exchange Commission under the
Investment Company Act of 1940 and in addition will conduct its activities
under this Agreement in accordance with any applicable regulations pertaining
to the investment advisory activities of the Adviser;
(c) will place or cause to be placed orders for the Funds
identified on Schedule A hereto either directly with the issuer or with any
broker or dealer and, in placing orders with brokers and dealers, the Adviser
or any sub-investment adviser employed by the Adviser will attempt to obtain
prompt execution of orders in an effective manner at the most favorable
price. Consistent with this obligation, when the execution and price offered
by two or more brokers or dealers are comparable, the Adviser or any
sub-investment adviser employed by the Adviser may, in its discretion,
purchase and sell portfolio securities to and from brokers and dealers who
provide the Adviser or any such subinvestment adviser with research advice
and other services; and
(d) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and prior,
present, or potential shareholders of the Trust learned by, or disclosed to,
the Adviser in the course of its performance of its responsibilities and
duties under this Agreement, and will not use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be
withheld where the Adviser may be exposed to civil, regulatory, or criminal
sanctions for failure to comply when requested to divulge such information by
duly constituted authorities, or when so requested by the Trust.
4. Use of Sub-Investment Adviser. The Adviser may, subject to the
approvals required under the 1940 Act, employ a sub-investment adviser to
assist the Adviser in the performance of its duties under this Agreement.
Such use does not relieve the Adviser of any duty or liability it would
otherwise have under this Agreement. Compensation of any such sub-investment
adviser for services provided and expenses assumed under any agreement
between the Adviser and such sub-investment adviser permitted under this
paragraph is the sole responsibility of the Adviser.
5. Services Not Exclusive. The investment management services
furnished by the Adviser hereunder are not to be deemed exclusive. Except to
the extent necessary to perform the Adviser's obligations under this
Agreement, nothing herein shall be deemed to limit or restrict the right of
the Adviser, or any subsidiary or affiliate of the Adviser, or any employee
of the Adviser, to engage in any other business or to devote time and
attention to any other business, whether of a similar or dissimilar nature,
or to render services of any kind to any other person.
6. Books and Records. In compliance with the requirements of Rule
3la-3 under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any of such records upon the Trust's
request. The Adviser further agrees to preserve for the periods prescribed
by Rule 3la-2 under the 1940 Act the records required to be maintained by
Rule 3la-1 under the 1940 Act.
7. Expenses. During the term of this Agreement, the Adviser will
pay all expenses incurred by it in connection with its activities under this
Agreement other than the cost of securities (including brokerage commissions
or charges, if any) purchased for the Trust. The Trust will be responsible
for all of the Trust's expenses and liabilities.
8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, each of the Funds will pay the Adviser and the
Adviser will accept as full compensation therefor a fee computed daily and
paid monthly on the first business day of each month equal to the lesser of
(i) the fee at the applicable annual rate set forth on Schedule A hereto or
(ii) such fee as may from time to time be agreed upon in writing by the Trust
and the Adviser. If the fee payable to the Adviser pursuant to this
paragraph begins to accrue after the beginning of any month or if this
Agreement terminates before the end of any month, the fee for the period from
such date to the end of such month or from the beginning of such month to the
date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such
effectiveness or termination occurs. For purposes of calculating fees, the
value of a Fund's net assets shall be computed in the manner specified in the
Prospectus and the Trust's Declaration of Trust for the computation of the
value of the Fund's net assets in connection with the determination of the
net asset value of the Fund's shares.
9. Limitation of Liability. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Funds in
connection with the performance of this Agreement, except a loss resulting
from a breach of fiduciary duty under the Investment Company Act of 1940 with
respect to the receipt of compensation for services or a loss resulting from
willful misfeasance, bad faith or gross negligence on the part of the Adviser
in the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement. In no case shall the Adviser be
liable for actions taken or nonactions with respect to the performance of
services under this Agreement based upon specific information, instructions,
or requests given or made to the Adviser by an officer of the Trust thereunto
duly authorized.
10. Duration and Termination. This Agreement will become effective
as to a particular Fund as of the date first written above, provided that it
shall have been approved by vote of a majority of the outstanding voting
securities of such Fund, in accordance with the requirements under the 1940
Act, and, unless sooner terminated as provided herein, shall continue in
effect until September 1, 2002. Thereafter, if not terminated, this
Agreement shall continue in effect as to a particular Fund for successive
periods of twelve months, provided such continuance is specifically approved
at least annually (a) by the vote of a majority of those members of the
Trust's Board of Trustees who are not parties to this Agreement or interested
persons of any party to this Agreement, cast in person at a meeting called
for the purpose of voting on such approval, and (b) by the vote of a majority
of the Trust's Board of Trustees or by the vote of a majority of the
outstanding voting securities of such Fund. Notwithstanding the foregoing,
this Agreement may be terminated as to a particular Fund at any time on sixty
days' written notice, without the payment of any penalty, by the Trust (by
vote of the Trust's Board of Trustees or by vote of a majority of the
outstanding voting securities of such Fund) or by the Adviser. This
Agreement will immediately terminate in the event of its assignment. (As used
in this Agreement, the terms "majority of the outstanding voting securities",
"interested persons" and "assignment" shall have the same meaning of such
terms in the 1940 Act.)
11. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of the
change, waiver, discharge or termination is sought.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
Any notice required or permitted to be given by either party to the other
shall be deemed sufficient if sent by registered or certified mail, postage
prepaid, addressed by the party giving notice to the other party at the last
address furnished by the other party to the party giving notice: if to the
Trust, at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, Attention: Xxxxxx Xxxx;
and if to the Adviser, at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000,
Attention: Xxxxxx X. Xxxxxxx.
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by
the laws of the State of Ohio.
The names "Huntington Funds" and "Trustees of the Huntington Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of February 10, 1987 to which reference is
hereby made and a copy of which is on file at the office of the Secretary of
State of The Commonwealth of Massachusetts and elsewhere as required by law,
and to any and all amendments thereto so filed or hereafter filed. The
obligations of "Huntington Funds" entered into in the name or on behalf
thereof by any of the Trustees, representatives or agents are made not
individually, but in such capacities, and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind
only the assets of the Trust, and all persons dealing with any series of
shares of the Trust must look solely to the assets of the Trust belonging to
such series for the enforcement of any claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
above written.
HUNTINGTON FUNDS
By: /s/Xxxxxxx X. Xxxxx
Title: Vice President
HUNTINGTON ASSET ADVISORS, INC.
By: /s/Xxxxxx X. Xxxxxxx
Title: CEO
SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
I. DATED
II. AS OF MAY 1, 2001
AS AMENDED AND RESTATED AS OF AUGUST 1, 2002
III. BETWEEN
THE HUNTINGTON FUNDS AND
IV. HUNTINGTON ASSET ADVISORS, INC.
A. Fund Name Compensation Date
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Huntington Dividend Capture Fund Annual rate of March 1, 2001
seventy-five one
hundredths of one percent
(0.75%) of the Huntington
Dividend Capture Fund's
average daily net assets.
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Huntington International Equity Annual rate of one March 1, 2001
Fund percent (1.00%) of the
Huntington International
Equity Fund's average
daily net assets.
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Huntington Mid Corp America Fund Annual rate of March 1, 2001
seventy-five one
hundredths of one percent
(0.75%) of the Huntington
Mid Corp America Fund's
average daily net assets.
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Huntington New Economy Fund Annual rate of March 1, 2001
eighty-five one
hundredths of one percent
(0.85%) of the Huntington
New Economy Fund's
average daily net assets.
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Huntington Rotating Index Fund Annual rate of fifty one May 1, 2001
hundredths of one percent
(0.50%) of the Huntington
Rotating Index Fund's
average daily net assets.
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Huntington Situs Small Cap Fund Annual rate of August 1, 2002
seventy-five hundredths
of one percent (0.75%) of
the Huntington Situs
Small Cap Fund's average
daily net assets.
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THE HUNTINGTON FUNDS HUNTINGTON ASSET ADVISORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxx By: /s/ Xxxxxx Xxxx
Title: Vice President By: Chief Compliance Officer
