Draft - 1/30/04
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Draft - 1/30/04
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February 2, 2004 4:16 PM
Exhibit d(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as
of April 30, 2004, by and among The Huntington Funds, a
Massachusetts business trust (the "Trust"), Huntington Asset
Advisors, Inc., an investment adviser registered under the
Investment Advisers Act of 1940 (the "Adviser"), and Laffer
Investments, Inc. (the "Subadviser"), a California corporation.
Recitals:
The Trust is an open-end investment management company
registered under the Investment Company Act of 1940, as amended
(the "1940 Act"), and has nineteen portfolios, including the
Huntington Macro 100 Fund (the "Fund");
The Trust and the Adviser have entered into an advisory
agreement dated as of May 12, 2001 (the "Advisory Agreement"),
pursuant to which, as amended, the Adviser provides portfolio
management services to the Fund and the other portfolios of the
Trust;
The Advisory Agreement contemplates that the Adviser may
fulfill its portfolio management responsibilities under the
Advisory Agreement by engaging one or more subadvisers; and
The Adviser and the Board of Trustees of the Trust
("Trustees") desire to retain the Subadviser to act as
sub-investment manager of the Fund and to provide certain other
services, and the Subadviser desires to perform such services
under the terms and conditions hereinafter set forth.
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Trust, the Adviser
and the Subadviser agree as follows:
1. Delivery of Documents. The Trust has furnished the
Subadviser with copies, properly certified or otherwise
authenticated, of each of the following:
(a) The Trust's Declaration of Trust ("Declaration of
Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as
the investment subadviser to the Fund and approving the
form of this Agreement;
(d) Resolutions of the Trustees selecting the Adviser as
investment adviser to the Fund and approving the form
of the Investment Advisory Agreement and resolutions
adopted by the initial shareholder of the Fund
approving the form of the Investment Advisory Agreement;
(e) The Adviser's Investment Advisory Agreement;
(f) The Trust's registration statement, including the
Fund's prospectus and statement of additional
information (collectively called the "Prospectus"); and
(g) The Adviser's Proxy Voting Policy.
The Adviser will furnish the Subadviser from time to time
with copies, properly certified or otherwise authenticated, of
all amendments of or supplements to the foregoing, if any. The
Adviser will also furnish the Subadviser with copies of the
documents listed on Schedule 1 to this Agreement, and shall
promptly notify the Subadviser of any material change in any of
the Fund's investment objectives, policies, limitations,
guidelines or procedures set forth in any of the documents listed
in Schedule 1.
The Subadviser has furnished the Adviser with a copy of the
Subadviser's Form ADV most recently filed with the Securities and
Exchange Commission, (which Form ADV includes a description of
the Subadviser's policies regarding allocation of securities
among clients with common investment objectives, soft dollars and
brokerage selection) and the code of ethics established by the
Subadviser pursuant to Rule 17j-1 under the 1940 Act
("Subadviser's Code of Ethics"). The Subadviser will promptly
furnish the Adviser with copies of any amendments to such
documents. The Subadviser will also provide the Adviser with the
Subadviser's approved list of securities for equity portfolios
and any updates or revisions thereto at least monthly.
The Subadviser will also provide Adviser and the Trust's
designated agents with a list and specimen signatures of the
parties who are authorized to act on behalf of the Subadviser and
will promptly notify Adviser in writing of any changes thereto.
2. Investment Services. Subject to the supervision and
review of the Adviser and the Trustees, the Subadviser will
manage the investments of the Fund on a discretionary basis,
including the purchase, retention and disposition of securities,
in accordance with the investment policies, objectives and
restrictions of the Fund as set forth in the Fund's Prospectus,
and in conformity with the 1940 Act, the Internal Revenue Code of
1986, as amended (including the requirements for qualification as
a regulated investment company), all other applicable laws and
regulations, instructions and directions received in writing from
the Adviser or the Board of Trustees, and the provisions
contained in the documents delivered to the Subadviser pursuant
to Section 1 above, as each of the same may from time to time be
amended or supplemented, and copies delivered to the Subadviser.
The Subadviser will discharge its duties under this
Agreement with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent person acting in the
capacity of an investment adviser to a registered investment
company and familiar with such matters would use. The Subadviser
will, at its own expense:
(a) Manage on a discretionary basis the Fund's investments
and determine from time to time what securities will be
purchased, retained, sold or loaned by the Fund, and
what portion of the Fund's assets will be invested or
held uninvested as cash.
(b) Place orders with or through such persons, brokers or
dealers to carry out the policy with respect to
brokerage as set forth in the Fund's Prospectus or as
the Trustees may direct from time to time, subject to
the Subadviser's duty to obtain best execution.
In using its best efforts to obtain for the Fund best
execution, the Subadviser, bearing in mind the Fund's
best interests at all times, shall consider all factors
it deems relevant, including by way of illustration,
price, the size of the transaction, the nature of the
market for the security, the amount of the commission,
the timing of the transaction, taking into account
market prices and trends, the reputation, experience
and financial stability of the broker or dealer
involved and the quality of service rendered by the
broker or dealer in other transactions. Subject to
such policies as the Trustees of the Trust may
determine, the Subadviser shall not be deemed to have
acted unlawfully or to have breached a duty created by
this Agreement or otherwise, solely by reason of its
having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the
Subadviser or the Adviser an amount of commission for
effecting a Fund investment transaction that is greater
than the amount of commission that another broker or
dealer would have charged for effecting the transaction.
(c) Submit such reports and information relating to the
valuation of the Fund's securities as the Adviser or
the Board may reasonably request.
(d) Maintain detailed books and records of all matters
pertaining to the Fund (the "Fund's Books and
Records"), including, without limitation, a daily
ledger of such assets and liabilities relating thereto,
and brokerage and other records of all securities
transactions. The Fund's Books and Records shall be
available to the Adviser and the Trust at any time upon
request and shall be available for telecopying without
delay to the Adviser or the Trust during any day that
the Fund is open for business.
(e) Adhere to the Adviser's Proxy Voting Policy when voting
securities in the Fund's portfolio.
(f) From time to time, as the Adviser or the Trustees may
reasonably request, furnish the Adviser and to each of
the Trustees reports of Fund transactions and reports
on securities held in the Fund's portfolio, all in such
detail as the Adviser or the Trustees may reasonably
request.
(g) Inform the Adviser and the Trustees of material or
significant changes in investment strategy or tactics
or in key personnel of the Subadviser (including any
change in the personnel who manage the investments of
the Fund.)
(h) Make its officers and employees available to meet with
the Trustees and the Adviser at such times and with
such frequency as the Trustees or the Adviser
reasonably requests, on due notice to the Subadviser,
but at least annually, to review the Fund's investments
in light of current and prospective market conditions.
(i) Furnish to the Trustees such information as may be
requested by the Trustees and as reasonably necessary
in order for the Trustees to evaluate this Agreement or
any proposed amendments hereto for the purpose of
casting a vote pursuant to Section 12 or 13 hereof.
Furnish to the Adviser such information as may be
requested by the Adviser and reasonably necessary in
order for the Adviser to evaluate this Agreement and
the Subadviser's performance hereunder.
(j) The Subadviser will advise the Adviser, and, if
instructed by the Adviser, the Fund's custodian [and
fund accountant] on a prompt basis each day by
electronic communication of each confirmed purchase and
sale of a Fund security specifying the name of the
issuer, the full description of the security including
its class, and amount or number of shares of the
security purchased or sold, the market price,
commission, government charges and gross or net price,
trade date, settlement date, and identity of the
effecting broker or dealer and, if different, the
identity of the clearing broker.
(k) Cooperate generally with the Fund and the Adviser to
provide information requested by them in the possession
of the Subadviser, or reasonably available to it,
necessary for the preparation of registration
statements and periodic reports to be filed by the Fund
or the Adviser with the Securities and Exchange
Commission, including Form N-1A, semi-annual reports on
Form N-SAR and Form N-CSR, periodic statements,
shareholder communications and proxy materials
furnished to holders of shares of the Fund, filings
with state "blue sky" authorities and with United
States agencies responsible for tax matters, and other
reports and filings of like nature.
(l) Allow Adviser, its representative, internal or external
auditors and regulators to visit and audit Subadviser's
operations relating to Subadviser's services under this
Agreement at such times and frequencies as Adviser
reasonably requests, at reasonable times and upon
reasonable notice, but at least annually.
(m) Deliver instructions or directions to Adviser via such
written or oral reports as the Fund's custodian and
fund accountant may require. Subadviser shall instruct
all brokers, dealers or other persons executing orders
with respect to the Fund to forward to Adviser copies
of all brokerage or dealer confirmations promptly after
execution of all transactions.
(n) Comply with all requirements of Rule 17j-1 under the
1940 Act ("Rule 17j-1") including the requirement to
submit its Code of Ethics and any material changes
thereto to the Trustees for approval, and any similar
requirements as may be adopted under the Investment
Advisers Act of 1940 ("Advisers Act"). The Subadviser
will submit any material change in its Code of Ethics
to the Trustees promptly after the adoption of such
change. The Subadviser will promptly report any
significant violations of its Code of Ethics or
procedures and any related sanctions to the Trustees
and will provide a written report to the Trustees at
least annually in accordance with the requirements of
Rule 17j-1 under the Advisers Act. The Subadviser will
also require that its Access Persons (as such term is
defined in Rule 17j-1) provide the Subadviser with
quarterly personal investment transaction reports and
initial and annual holdings reports, and otherwise
require such of those persons as is appropriate to be
subject to the Subadviser's Code of Ethics.
(o) Adopt and implement by October 5, 2004, a compliance
program in accordance with Rule 206(4)-7 under the
Advisers Act.
3. Expenses Paid by the Subadviser. The Subadviser will
pay the cost of maintaining the staff and personnel necessary for
it to perform its obligations under this Agreement, the expenses
of office rent, telephone, telecommunications and other
facilities it is obligated to provide in order to perform the
services specified in Section 2, and any other costs and expenses
incurred by it in connection with the performance of its duties
hereunder.
4. Expenses of the Fund Not Paid by the Subadviser. The
Subadviser will not be required to pay any expenses which this
Agreement does not expressly state shall be payable by the
Subadviser. In particular, and without limiting the generality
of the foregoing, the Subadviser will not be required to pay
under this Agreement:
(a) the compensation and expenses of Trustees and of
independent advisers, independent contractors,
consultants, managers and other agents employed by the
Trust or the Fund other than through the Subadviser;
(b) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(c) the fees and disbursements of custodians and
depositories of the Trust or the Fund's assets,
transfer agents, disbursing agents, plan agents and
registrars;
(d) taxes and governmental fees assessed against the Trust
or the Fund's assets and payable by the Trust or the
Fund;
(e) the cost of preparing and mailing dividends,
distributions, reports, notices and proxy materials to
shareholders of the Trust or the Fund except that the
Subadviser shall bear the costs of providing the
information referred to in Section 2(j) and (k) to the
Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset
value of the shares of the Fund.
5. Registration as an Adviser. The Subadviser hereby
represents and warrants that it is registered as an investment
adviser under the Advisers Act, and covenants that it intends to
remain so registered for the duration of this Agreement.
Subadviser shall notify the Adviser immediately in the event that
Subadviser ceases to be registered as an investment adviser under
the Advisers Act.
6. Compensation of the Subadviser. For all services to be
rendered, facilities furnished and expenses paid or assumed by
the Subadviser as herein provided for the Fund, the Adviser will
pay the Subadviser an annual fee equal to 0.50% of the Fund's
average daily net assets. Such fee shall accrue daily and be
paid monthly. The "average daily net assets" of the Fund shall
be determined on the basis set forth in the Fund's Prospectus or,
if not described therein, on such basis as is consistent with the
1940 Act and the regulations promulgated thereunder. The
Subadviser will receive a pro rata portion of such monthly fee
for any periods in which the Subadviser advises the Fund less
than a full month. The Subadviser understands and agrees that
neither the Trust nor the Fund has any liability for the
Subadviser's fee hereunder. Calculations of the Subadviser's fee
will be based on average net asset values as provided by the
Adviser or the Trust.
In addition to the foregoing, the Subadviser may from time
to time agree in writing not to impose all or a portion of its
fee otherwise payable hereunder (in advance of the time such fee
or portion thereof would otherwise accrue) and/or undertake to
pay or reimburse the Fund for all or a portion of its expenses
not otherwise required to be borne or reimbursed by the
Subadviser. Any such fee reduction or undertaking may be
discontinued or modified by the Subadviser at any time.
7. Other Activities of the Subadviser and Its Affiliates.
Nothing herein contained shall prevent the Subadviser or any of
its affiliates or associates from engaging in any other business
or from acting as investment adviser or investment manager for
any other person or entity, whether or not having investment
policies or a portfolio similar to the Fund. It is specifically
understood that officers, trustees/directors and employees of the
Subadviser and those of its affiliates may engage in providing
portfolio management services and advice to other investment
advisory clients of the Subadviser or of its affiliates.
8. Avoidance of Inconsistent Position. In connection with
purchases or sales of portfolio securities for the account of the
Fund, neither the Subadviser nor any of its trustees/directors,
officers or employees will act as principal or agent or receive
any commission, except in compliance with applicable law and the
relevant procedures of the Fund. The Subadviser shall not
knowingly recommend that the Fund purchase, sell or retain
securities of any issuer in which the Subadviser has a financial
interest without obtaining prior approval of the Adviser prior to
the execution of any such transaction.
Nothing herein contained shall limit or restrict the
Subadviser or any of its officers, affiliates or employees from
buying, selling or trading in any securities for its or their own
account or accounts. The Trust and Fund acknowledge that the
Subadviser and its officers, affiliates and employees, and its
other clients may at any time have, acquire, increase, decrease
or dispose of positions in investments which are at the same time
being acquired or disposed of by the Fund. The Subadviser shall
have no obligation to acquire with respect to the Fund, a
position in any investment which the Subadviser, its officers,
affiliates or employees may acquire for its or their own accounts
or for the account of another client if, in the sole discretion
of the Subadviser, it is not feasible or desirable to acquire a
position in such investment on behalf of the Fund. Nothing
herein contained shall prevent the Subadviser from purchasing or
recommending the purchase of a particular security for one or
more funds or clients while other funds or clients may be selling
the same security. The Subadviser expressly acknowledges and
agrees, however, that in any of the above described transactions,
and in all cases, the Subadviser is obligated to fulfill its
fiduciary duty as Subadviser to the Fund and it shall require
such of its Access Persons as is appropriate to comply with the
requirements of the Subadviser's Code of Ethics.
When a security proposed to be purchased or sold for the
Fund is also to be purchased or sold for other accounts managed
by the Subadviser at the same time, the Subadviser shall make
such purchase or sale on a pro-rata, rotating or other equitable
basis so as to avoid any one account being preferred over any
other account. The Subadviser shall disclose to the Adviser and
to the Trustees the method used to allocate purchases and sales
among the Subadviser's investment advisory clients.
9. No Partnership or Joint Venture. The Trust, the Fund,
the Adviser and the Subadviser are not partners of or joint
venturers with each other and nothing herein shall be construed
so as to make them such partners or joint venturers or impose any
liability as such on any of them.
10. Limitation of Liability and Indemnification.
(a) In the absence of willful misfeasance, bad faith or
gross negligence on the part of the Subadviser, or of
reckless disregard of its obligations and duties
hereunder, the Subadviser shall not be subject to any
liability to the Adviser, the Trust or the Fund, any
shareholder of the Fund, or to any person, firm or
organization, for any act or omission in the course of
or connected with, rendering services hereunder.
Nothing herein, however, shall derogate from the
Subadviser's obligations under federal and state
securities laws. Any person, even though also employed
by the Subadviser, who may be or become an employee of
and paid by the Trust or the Fund shall be deemed, when
acting within the scope of his employment by the Trust
or the Fund, to be acting in such employment solely for
the Trust or the Fund and not as the Subadviser's
employee or agent. Subadviser will maintain
appropriate fidelity bond insurance coverage in a
reasonable amount and shall provide evidence of such
coverage upon request of Adviser.
(b) In the absence of willful misfeasance, bad faith or
gross negligence on the part of Adviser, or reckless
disregard of its obligations and duties hereunder,
Adviser shall not be subject to any liability to
Subadviser for any act or omission in the course of or
connected with, the Adviser's carrying out its duties
and obligations under this Agreement.
(c) Subadviser and Adviser shall each defend, indemnify and
hold harmless the other party and the other party's
affiliates, officers, trustees/directors, members,
employees and agents, from and against any claim, loss,
liability, damages, deficiency, penalty, cost or
expense (including without limitation reasonable
attorneys' fees and disbursements for external counsel)
resulting from the reckless disregard of the
indemnifying party's obligations and duties hereunder
or willful misfeasance, bad faith or gross negligence
on the part of the indemnifying party, its officers,
trustees/directors, members, employees and agents with
respect to this Agreement or the Fund whether such
claim, loss, liability, damages, deficiency, penalty,
cost or expense was incurred or suffered directly or
indirectly.
11. Assignment and Amendment. This Agreement may not be
assigned by the Subadviser, and shall automatically terminate,
without the payment of any penalty, in the event of: (a) its
assignment, including any change in control of the Adviser or the
Subadviser which is deemed to be an assignment under the 1940
Act, or (b) the termination of the Investment Advisory
Agreement. Trades that were placed prior to such termination
will not be canceled; however, no new trades will be placed after
notice of such termination is received. Termination of this
Agreement shall not relieve the Adviser or the Subadviser of any
liability incurred hereunder.
The terms of this Agreement shall not be changed unless such
change is agreed to in writing by the parties hereto and is
approved by the affirmative vote of a majority of the Trustees of
the Trust voting in person, including a majority of the Trustees
who are not interested persons of the Trust, the Adviser or the
Subadviser, at a meeting called for the purpose of voting on such
change, and (to the extent required by the 0000 Xxx) unless also
approved at a meeting by the affirmative vote of the majority of
outstanding voting securities of the Fund.
12. Duration and Termination. This Agreement shall become
effective as of the date first above written and shall remain in
full force and effect for a period of two years from such date,
and thereafter for successive periods of one year (provided such
continuance is approved at least annually in conformity with the
requirements of the 0000 Xxx) unless the Agreement is terminated
automatically as set forth in Section 11 hereof or until
terminated as follows:
(a) The Trust or the Adviser may at any time terminate this
Agreement, without payment of any penalty, by not more
than 60 days' prior written notice delivered or mailed
by registered mail, postage prepaid, or by nationally
recognized overnight delivery service, receipt
requested, to the Subadviser. Action of the Trust
under this subsection may be taken either by (i) vote
of its Trustees, or (ii) the affirmative vote of the
outstanding voting securities of the Fund; or
(b) The Subadviser may at any time terminate this Agreement
by not less than one hundred twenty (120) days' prior
written notice delivered or mailed by registered mail,
postage prepaid, or by nationally recognized overnight
delivery service, receipt requested, to the Adviser.
Termination of this Agreement pursuant to this Section shall
be without payment of any penalty.
Fees payable to Subadviser for services rendered under this
Agreement will be prorated to the date of termination of the
Agreement.
In the event of termination of this Agreement for any
reason, the Subadviser shall, immediately upon receiving notice
of termination or a receipt acknowledging delivery of a notice of
termination to Adviser, or such later date as may be specified in
such notice, cease all activity on behalf of the Fund and with
respect to any of its assets, except as expressly directed by the
Adviser, and except for the settlement of securities transactions
already entered into for the account of the Fund. In addition,
the Subadviser shall deliver copies of the Fund's Books and
Records to the Adviser upon request by such means and in
accordance with such schedule as the Adviser shall reasonably
direct and shall otherwise cooperate, as reasonably directed by
the Adviser, in the transition of Fund investment management to
any successor to the Subadviser, including the Adviser.
13. Approval of Agreement. The parties hereto acknowledge
and agree that the obligations of the Trust, the Adviser, and the
Subadviser under this Agreement shall be subject to the following
condition precedent: this Agreement shall have been approved by
the vote of a majority of the Trustees, who are not interested
persons of the Trust, the Adviser or the Subadviser, at a meeting
called for the purpose of voting on such approval.
14. Miscellaneous.
(a) The captions in this Agreement are included for
convenience of reference only and in no way define or
limit any of the provisions hereof or otherwise affect
their construction or effect. This Agreement may be
executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all of
which together shall constitute one and the same
instrument. The obligations of the Trust and the Fund
are not personally binding upon, nor shall resort to
the private property of, any of the Trustees,
shareholders, officers, employees or agents of the
Trust or the Fund, but only the Fund's property shall
be bound. The Trust or the Fund shall not be liable
for the obligations of any other series of the Trust.
(b) Any information supplied by the Trust or the Adviser to
the Subadviser in connection with the performance of
its duties hereunder, or learned by the Subadviser as a
result of its position as Subadviser to the Fund, which
is not otherwise in the public domain, is to be
regarded as confidential and for use only by the
Subadviser in connection with the performance of its
duties hereunder. Any information supplied by the
Subadviser, which is not otherwise in the public
domain, in connection with the performance of its
duties hereunder is to be regarded as confidential and
for use only by the Adviser, the Fund and/or its
agents, and only in connection with the Fund and its
investments. Any such information in the hands of
either party may be disclosed as necessary to comply
with any law, rule, regulation or order of a court or
government authority.
(c) The Subadviser agrees to submit any proposed sales
literature (including advertisements, whether in paper,
electronic or Internet medium) for the Trust, the Fund,
the Subadviser or for any of its affiliates which
mentions the Trust, the Fund or Adviser (other than the
use of the Fund's name in a list of clients of the
Subadviser) to the Adviser and to the Fund's
distributor for review and filing with the appropriate
regulatory authority prior to public release of any
such sales literature; provided, however, that nothing
herein shall be construed so as to create any
obligation or duty on the part of the Subadviser to
produce sales literature for the Trust or the Fund.
The Trust and the Adviser agree to submit any proposed
sales literature that mentions the Subadviser to the
Subadviser for review prior to use and the Subadviser
agrees to promptly review such materials by a
reasonable and appropriate deadline. The Trust agrees
to cause the Adviser and the Trust's distributor to
promptly review all such sales literature for
compliance with relevant requirements, to promptly
advise the Subadviser of any deficiencies contained in
such sales literature, and to promptly file complying
sales literature with the relevant authorities.
(d) All notices, consents, waivers and other communications
under this Agreement must be in writing and, other than
notices governed by Section 12 above, will be deemed to
have been duly given when (i) delivered by hand (with
written confirmation of receipt), (ii) sent by
telecopier, provided that receipt is confirmed by
return telecopy and a copy is sent by overnight mail
via a nationally recognized overnight delivery service
(receipt requested); (iii) when received by the
addressee, if sent via a nationally recognized
overnight delivery service (receipt requested) or U.S.
mail (postage prepaid), in each case to the appropriate
address and telecopier number set forth below (or to
such other address and telecopier number as a party may
designate by notice to the other parties):
Subadviser: Laffer Investments, Inc.
______________
______________
Attention: __________
Facsimile Number: ____________
Telephone Number:
Adviser: Huntington Asset Advisors, Inc.
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Investment Officer
Facsimile Number: ____________
Telephone Number:
Trust: The Huntington Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: 000-000-0000
Telephone Number:
(e) For purposes of this Agreement: (i) "affirmative vote
of a majority of the outstanding voting securities of
the Fund" means the affirmative vote, at an annual
meeting or a special meeting of the shareholders of the
Fund, duly called and held, (A) of 67% or more of the
shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of
more than 50% of the outstanding shares of the Fund
entitled to vote at such meeting are present (in person
or by proxy), or (B) of more than 50% of the
outstanding shares of the Fund entitled to vote at such
meeting, whichever is less; and (ii) "interested
person" and "assignment" shall have the respective
meanings as set forth in the 1940 Act, subject,
however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
(f) This Agreement shall be construed in accordance with
the laws of the State of Ohio and the applicable
provisions of the 1940 Act.
(g) The provisions of this Agreement are independent of and
separable from each other and no provision shall be
affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of
them may be deemed invalid or unenforceable in whole or
in part.
(h) Subadviser agrees to maintain the security and
confidentiality of nonpublic personal information
(NPI") of Fund customers and consumers, as those terms
are defined in Xxxxxxxxxx X-X, 00 XXX Part 248.
Subadviser agrees to use and redisclose such NPI for
the limited purposes of processing and servicing
transactions; for specific law enforcement and
miscellaneous purposes; and to service providers or in
connection with joint marketing arrangements directed
by the Fund, in each instance in furtherance of
fulfilling Subadviser's obligations under this
Agreement and consistent with the exceptions provided
in 17 CFR Sections 248.14, 248.15 and 248.13,
respectively.
15. Limitations of Liability of Trustees and Shareholders
of the Trust. The execution and delivery of this Agreement have
been authorized by the Trustees of the Trust and signed by an
authorized officer of the Trust, acting as such, and neither such
authorization by such 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 Trust, but bind
only the appropriate property of the Fund, or Class, as provided
in the Declaration of Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be signed on their behalf by their duly authorized
officers as of the date first above written.
THE HUNTINGTON FUNDS
By:
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
HUNTINGTON ASSET ADVISORS, INC.
By:
Name:
Title:
LAFFER INVESTMENTS, INC.
By:
Name:
Title:
SCHEDULE 1
Custody Agreement between the Trust and the Fund's custodian
("Custodian"), including information as to:
The Fund's nominee
The federal tax identification numbers of the Fund and its
nominee
All routing, bank participant and account numbers and other
information necessary to provide proper instructions
for transfer and delivery of securities to the Fund's
account at the Custodian
The name address and telephone and Fax number of the
Custodian's employees responsible for the Fund's
accounts
The Fund's pricing service and contact persons
All procedures and guidelines adopted by the Board of Trustees or
the Adviser regarding:
Transactions with affiliated persons
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm
commitments and standby commitments
Derivative contracts and securities
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated
brokers) and
Release No. IC-22362 (granting exemptions for investments in
money market funds
[Release No. IC- (interfund share exemption)]
[additional procedures/guidelines?]
Any master agreements that the Trust has entered into on behalf
of the Fund, including:
Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements
