Exhibit d(vi) 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 ("Trust"), Huntington Asset Advisors, Inc., an
investment adviser registered under the Investment Advisers Act of
1940 ("Adviser"), and Laffer Investments, Inc. ("Subadviser"), a
Tennessee corporation.
Recitals:
The Trust is an open-end investment management company registered
under the Investment Company Act of 1940, as amended ("1940 Act"), and
has nineteen portfolios, including the Xxxxxxxxxx Xxxxx 000 Xxxx
("Xxxx");
The Trust and the Adviser have entered into an advisory agreement
dated as of May 12, 2001 ("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 adviser of the
Fund and the Subadviser desires to perform sub-investment advisory
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 and/or the Adviser 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")
as in effect on the date hereof;
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as the
sub-investment adviser 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 current Investment Advisory Agreement with the
Trust on behalf of the Fund;
(f) The Trust's current registration statement on Form N-1A as
filed with the Securities and Exchange Commission ("SEC"),
including the Fund's current prospectus and statement of
additional information (collectively called the
"Prospectus");
(g) All current written guidelines, policies and procedures of
the Trust, which are applicable to the Fund, the Adviser or
the Subadviser and have been approved by the Board of
Trustees of the Trust;
(h) The code of ethics of the Trust which has been approved by
the Board of Trustees of the Trust in accordance with Rule
17j-1 under the 1940 Act;
(i) The Adviser's most recent Form ADV as filed with the SEC
and/or provided to the Adviser's clients (which Form ADV
includes, among other things, a description of the
Adviser's policies regarding allocation of securities among
clients with common investment objectives, soft dollars and
brokerage selection);
(j) When available and approved, provisions of the Adviser's
Compliance Manual that apply to the Fund;
(k) A copy of the Adviser's Proxy Voting Policies and
Procedures; and
(l) The Trust's Anti-Money Laundering Policies and Procedures.
The Adviser will promptly furnish the Subadviser from time to
time with copies, properly certified or otherwise authenticated, of all
amendments of or supplements to any of the foregoing documents. The
Adviser will also furnish the Subadviser with copies of all of the
documents listed on Schedule 1 to this Agreement and shall promptly (1)
notify the Subadviser of any material change in any of the Fund's
investment objectives, investment strategies, investment policies,
investment restrictions, guidelines or procedures set forth in any of
the documents listed in Schedule 1 and (2) provide the Subadviser with
copies of any such document clearly marked to indicate all changes to
such document. In addition, the Trust and the Adviser shall by no
later than October 5, 2004 provide the Subadviser with a certification
that they have adopted and approved a compliance program for the Trust
adopted in accordance with Rule 38a-1 under the 1940 Act and the
compliance program for the Adviser adopted in accordance with Rule
206(4)-7 under the Investment Advisers Act of 1940, as amended
("Advisers Act"), respectively.
The Subadviser has furnished the Adviser with a copy of the
Subadviser's Form ADV most recently filed with the SEC, (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 each of those
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 the Adviser and the Fund accountant
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 to that list.
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 a manner that is
(a) consistent with the investment objectives, investment strategies,
investment policies and restrictions of the Fund as set forth in the
Fund's Prospectus, (b) in conformity with the 1940 Act, (c) compliant
with the requirements applicable to regulated investment companies
under the Internal Revenue Code of 1986, as amended, and (d) compliant
with all other applicable federal securities laws and regulations,
instructions and directions received by the Subadviser in writing from
the Adviser or the Board of Trustees, and all applicable provisions in
the documents provided to the Subadviser, pursuant to Section 1 above,
as each of the documents may, from time to time, be amended or
supplemented, provided that clearly marked copies of the documents as
amended or supplemented, when it is reasonably practicable, have been
promptly provided to the Subadviser.
The Subadviser will exercise its best judgment in providing the
services specified in this Agreement. In fulfilling its obligations
under this Agreement, the Subadviser shall be entitled to reasonably
rely on and act in accordance with instructions provided to it by the
Adviser or the Trust.
The Subadviser will, at its own expense, and subject to the
oversight of the Adviser and the Board of Trustees:
(a) Manage on a discretionary basis the Fund's investments and
determine from time to time which 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 brokers, dealers or issuers in
order to effect or execute portfolio transactions for the
Fund, subject at all times to the Subadviser's duty to (i)
use its best efforts to obtain for the Fund the most
favorable terms and best execution of such portfolio
transactions, (ii) comply with any policy with respect to
effecting or executing portfolio transactions for the Fund,
as set forth in the Fund's Prospectus, and (iii) comply
with any written policies and procedures of the Trust, as
approved by the Board of Trustees from time to time.
In using its best efforts to obtain for the Fund the most
favorable terms and best execution of portfolio securities,
the Subadviser, bearing in mind the Fund's best interests
at all times, shall consider all factors it deems relevant,
including but not limited to: the price and size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction,
market prices and trends, the reputation, experience and
financial stability of the broker or dealer involved in the
transaction, and the quality of service rendered by the
broker or dealer in other transactions.
Subject to such policies and procedures as the Board of
Trustees may approve, the Subadviser may, to the extent
authorized by Section 28(e) of the Securities Exchange Act
of 1934, as amended, cause the Fund to pay a broker or
dealer that provided brokerage and research services to the
Adviser or the Subadviser an amount of commission for
effecting a portfolio transaction in excess of the amount
of commission another broker or dealer would have charged
for effecting that transaction if the Subadviser
determines, in good faith, that such amount of commission
is reasonable in relationship to the value of such
brokerage or research services provided viewed in terms of
that particular transaction or the Subadviser's overall
responsibilities to the Fund or its other advisory
clients. To the extent authorized by Section 28(e) and the
Trust's Board of Trustees, the Subadviser shall not be
deemed to have acted unlawfully or to have breached any
duty created by this Agreement or otherwise solely by
reason of such action.
(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 all accounts, books and records pertaining to the
Fund ("Fund's Books and Records") as are required of an
investment adviser of a registered investment company
pursuant to Section 31 of the 1940 Act and the rules and
regulations adopted thereunder and by applicable provisions
of the Advisers Act, including, without limitation, a daily
ledger of such assets and liabilities relating to the Fund,
and brokerage and other records of all portfolio
transactions for the Fund. The Fund's Books and Records
shall be available for inspection or duplication by the
Adviser and the Trust on any day that the Fund is open for
business, upon reasonable request, and shall be available
for telecopying to the Adviser or the Trust on any such
business day.
(e) Adhere to the Adviser's Proxy Voting Policy when voting
securities held 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
Board members reports of Fund's securities 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 (i) investment strategy or policies
that will be employed in managing the Fund's investments or
(ii) key investment or executive officers 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
request, 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 Board members such information as may be
requested by them in writing and as reasonably necessary in
order for the Trustees to evaluate this Agreement or any
proposed amendments to this Agreement for the purpose of
casting a vote pursuant to Section 12 or 13 hereof.
(j) 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.
(k) The Subadviser will advise the Adviser, and, if instructed
by the Adviser, will advise the Fund's custodian and Fund
accountant each day by electronic communication of each
confirmed purchase and sale of a security for the Fund.
Such communication with respect to each security purchased
for or sold by the Fund shall provide the following
information: the name of the issuer; the full description
of the security including its class; the amount or number
of shares of the security purchased or sold; the market
price; commission paid; government charges; the gross or
net price of the security; the trade date; the settlement
date; the identity of the effecting broker or dealer and,
if different, the identity of the clearing broker.
(l) 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 the registration statement for the
Fund and all periodic reports to be filed by the Fund or
the Adviser with the SEC, including but not limited to,
Form N-1A, semi-annual reports for the Fund on Form N-SAR
and Form N-CSR, shareholder communications regarding the
Fund, and proxy materials furnished to holders of shares of
the Fund, and filings with state "blue sky" authorities and
with United States agencies responsible for tax matters
regarding the Fund.
(m) Allow the Adviser, its representative, internal or external
auditors and regulators to visit and audit Subadviser's
operations relating to Subadviser's services under this
Agreement as Adviser may reasonably request, at reasonable
times and upon reasonable notice, but at least once
annually.
(n) Deliver instructions or directions to the 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 the Adviser copies of all
brokerage or dealer confirmations promptly after execution
of all transactions.
(o) Comply with all requirements of Rule 17j-1 under the 1940
Act, 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 by
the SEC under the 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 material violations of its Code of
Ethics or related 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 and any similar requirements as
may be adopted by the SEC 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.
(p) 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 will pay for travel expenses related to attendance at
meetings of the Board of Trustees of the Trust, except as provided in
Section 4(o) hereof.
4. Expenses of the Fund Not Paid by the Subadviser. The
Subadviser will not be required to pay any expenses of the Fund or any
other expenses that 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) organization and offering expenses of the Fund (including
out of pocket expenses);
(c) legal, accounting and auditing fees and expenses of the
Trust or the Fund;
(d) the fees and disbursements of custodians and depositories
of the Trust or the Fund's assets, or any fees and expenses
of the Fund's administrator, transfer agents, disbursing
agents, plan agents and registrars;
(e) the Fund's interest expenses;
(f) telephone, telex, facsimile, postage and other
communications expenses of the Fund or Adviser;
(g) taxes and governmental fees assessed against the Trust or
the Fund's assets and payable by the Trust or the Fund;
(h) dues and expenses of each of the Fund or the Adviser for
its respective membership in investment trade
organizations;
(i) cost of insurance relating to fidelity bond coverage or
directors and officers/ errors and omissions coverage for
the Fund or the Adviser;
(j) the cost of preparing, printing and mailing Prospectuses,
dividends, distributions, reports, notices and proxy
materials to shareholders of the Trust or the Fund;
(k) brokers' commissions and underwriting fees;
(l) the payments for maintaining the Fund's books and records
(other than those books and records the Subadviser
maintains in connection with the performance or its duties
under this Agreement) and any expense associated with
calculating the daily net asset value of the shares of the
Fund;
(m) other payments for portfolio pricing or valuation services;
(n) expenses of any shareholder meetings; and
(o) travel expenses related to attendance at the annual meeting
of the Board of Trustees of the Trust during which the
renewal of this Agreement is considered.
5. Registration as an Adviser. The Subadviser hereby
represents and warrants that it is registered with the SEC 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 with the SEC 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 be accrued daily and paid monthly on behalf of
the Adviser to the Subadviser no later than the 15th day of the
following month. 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 Rule 2a-4 and
Rule 22c-1 of 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 payment of Subadviser's fee
hereunder and that the payment of fees owed to the Subadviser shall be
the sole responsibility of the Adviser. Calculations of the
Subadviser's fee will be based on average net asset values as provided
to the Subadviser by the Adviser or the Trust.
7. Other Activities of the Subadviser and Its Affiliates. It
is understood that the services under this Agreement are not exclusive
and that nothing in this Agreement shall prevent the Subadviser or any
of its affiliates or associates from engaging in any other business or
from acting as investment adviser or manager for any other person or
entity or providing similar services to 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 policies and
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 that 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 for 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 fair and 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. It is further understood that the Subadviser may,
but shall not be obligated to, aggregate the orders for securities to
be purchased or sold.
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 (i) willful misfeasance, bad faith or
gross negligence on the part of the Subadviser, (ii) the
failure to disclose to the Adviser a material fact
regarding the Subadviser or its investment advisory
services as they relate to the Fund; (iii) the failure to
correct any untrue statement of a material fact regarding
the Subadviser made by the Subadviser to the Adviser, or
(iv) the reckless disregard by the Subadviser of its
obligations and duties under this Agreement, 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 in connection with rendering its services
under this Agreement. Specifically, the Subadviser shall
not be liable to the Adviser or the Fund for any error of
judgment or mistake of law, subject to the limitations of
Section 17(i) of the 1940 Act. 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 and shall
provide evidence of such coverage upon request of Adviser.
(b) In the absence of (i) willful misfeasance, bad faith or
gross negligence on the part of the Adviser, (ii) the
failure of the Adviser to disclose in the Prospectus or any
filing made with the SEC respect to the Trust, the Fund or
the Adviser any material fact; (iii) the failure by the
Adviser to correct any untrue statement of a material fact
contained in the Prospectus or any other filing made with
the SEC regarding the Trust, the Fund or the Adviser; or
(iv) the reckless disregard by the Adviser of its
obligations and duties under this Agreement, Adviser shall
not be subject to any liability to Subadviser for any act
or omission in the course of or in connection with the
Adviser's carrying out its duties and obligations under
this Agreement. Specifically, the Adviser shall not be
liable to the Subadviser for any error of judgment or
mistake of law. Nothing herein, however, shall derogate
from the Adviser's obligations under federal and state
securities laws.
(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, judgment, awards, settlements for which prior
approval of the indemnifying party is obtained, damages,
deficiency, penalty, cost or expense (including without
limitation reasonable attorneys' fees and disbursements for
external counsel) resulting from (i) the reckless disregard
of the indemnifying party's obligations and duties
hereunder; (ii) 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 or (iii) the
failure of the indemnifying party to disclose any material
fact or the failure of the indemnifying party to correct
any untrue statement of a material fact whether such claim,
loss, liability, damages, deficiency, penalty, cost or
expense was incurred or suffered directly or indirectly.
(d) Adviser is liable to, and shall indemnify, the Fund and the
Trust for any acts and omissions of the Subadviser to the
same extent the Adviser, under the terms of the Advisory
Agreement, is liable to, and must indemnify the Fund and
the Trust for the Adviser's acts and omissions.
(e) The indemnification provisions in Section 10 of the
Agreement shall survive the termination of this Agreement.
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 (a) of 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) that the
Investment Advisory Agreement between the Trust and the Adviser is
assigned or terminates for any reason. 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.
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 Section 15 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 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, promptly 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; provided however
that the Subadviser shall be permitted to retain copies of such records
for its own protection and may not disclose such information to other
parties unless required to comply with any law, rule, regulation or
order of a court or government authority.
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 the
Subadviser's duties hereunder, or learned by the Subadviser
as a result of its position as Subadviser to the Fund,
which information is not otherwise in the public domain, is
to be regarded as confidential information for use by the
Subadviser only in connection with the performance of its
duties hereunder. Any such information in the hands of the
Subadviser may be disclosed as necessary to comply with any
law, rule, regulation or order of a court or government
authority.
(c) Any information supplied by the Subadviser to the Trust or
the Adviser in connection with the performance of the
Subadviser's duties under this Agreement or learned by the
Trust or the Adviser as a result of the services provided
by the Subadviser under this Agreement, which information
is not otherwise in the public domain, is to be regarded as
confidential information for use by the Adviser, the Fund
and/or its agents 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.
(d) 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.
(e) 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
regulatory authorities.
(f) 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.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Xx.
Facsimile Number: 000-000-0000
Telephone Number: 000-000-0000
E-Mail address: xxxxxxxxxx@xxxxxx.xxx
Adviser: Huntington Asset Advisors, Inc.
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Investment Officer
Facsimile Number: 000-000-0000
Telephone Number: 000-000-0000
Trust: The Huntington Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: 000-000-0000
Telephone Number: 000-000-0000
(g) 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 SEC
under the 1940 Act.
(h) This Agreement shall be construed in accordance with the
laws of the State of Ohio and the applicable provisions of
the 1940 Act.
(i) 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.
(j) 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.
(k) Any question of interpretation of any term or section of
this Agreement having a counterpart in or otherwise derived
from a term or provision of the 1940 Act or Advisers Act
shall be resolved by reference to such term or provision of
the 1940 Act or Advisers Act and interpretation thereof, if
any, by the United States courts or, in the absence of any
controlling decision of any such court, by rules,
regulations or orders of the SEC validly issued pursuant to
the 1940 Act or Advisers Act. In addition, where the
effect of a requirement of the 1940 Act or Advisers Act
reflected in any provision of this Agreement is relaxed by
rule, regulation or order of the SEC, whether of special or
general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
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: /s/ Xxxxxxx X. Xxxxx, Xx.
--------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
HUNTINGTON ASSET ADVISORS, INC.
By: /s/ B. Xxxxxxxx Xxxxxxx
--------------------------------
Name: B. Xxxxxxxx Xxxxxxx
Title: Chief Investment Officer
LAFFER INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President & CEO
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
Name, address, 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
Guidelines for Determining Fair Value of Securities
Net Asset value Correction Policies and Procedures
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm and standby
commitments
Derivative contracts and securities
Repurchase Agreement Guidelines
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 12d3-1 checklist
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated brokers) and
Release No. IC-25072 (exemptions for investments in affiliated
money market funds)
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
Form of Securities Lending Agency Agreement
Other agreements that the Trust has entered into on behalf of the Fund,
including:
Investment Advisory Agreement
Administrative Services Agreement
Distribution Agreement
Expense Limitation Agreement
Other relevant documents, including:
Rule 12b-1 Distribution and Service Plan and any related
agreements
Rule 18f-3 Plan
CFTC Rule 4.5 letter
