EXHIBIT 23(D)(II) UNDER FORM N-1A
EXHIBIT 10(D) UNDER ITEM 601/REG. S-K
AMENDMENT TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE HUNTINGTON FUNDS
AND
HUNTINGTON ASSET ADVISORS, INC.
This Amendment to the Investment Advisory Contract ("Agreement") dated
June 23, 2006, between THE HUNTINGTON FUNDS ("Fund") and HUNTINGTON ASSET
ADVISORS, INC. ("Service Provider") is made and entered into as of the 23rd day
of June, 2006.
WHEREAS, the Fund has entered into the Agreement with the Service
Provider;
WHEREAS, the Securities and Exchange Commission has adopted Regulation S-
P at 17 CFR Part 248 to protect the privacy of individuals who obtain a
financial product or service for personal, family or household use;
WHEREAS, Regulation S-P permits financial institutions, such as the Fund,
to disclose "nonpublic personal information" ("NPI") of its "customers" and
"consumers" (as those terms are therein defined in Regulation S-P) to affiliated
and nonaffiliated third parties of the Fund, without giving such customers and
consumers the ability to opt out of such disclosure, for the limited purposes of
processing and servicing transactions (17 CFR {section} 248.14) ("Section 248.14
NPI"); for specified law enforcement and miscellaneous purposes (17 CFR
{section} 248.15) ("Section 248.15 NPI") ; and to service providers or in
connection with joint marketing arrangements (17 CFR {section} 248.13) ("Section
248.13 NPI");
WHEREAS, Regulation S-P provides that the right of a customer and
consumer to opt out of having his or her NPI disclosed pursuant to 17 CFR
{section} 248.7 and 17 CFR {section} 248.10 does not apply when the NPI is
disclosed to service providers or in connection with joint marketing
arrangements, provided the Fund and third party enter into a contractual
agreement that prohibits the third party from disclosing or using the
information other than to carry out the purposes for which the Fund disclosed
the information (17 CFR {section} 248.13);
NOW, THEREFORE, the parties intending to be legally bound agree as
follows:
1. The Fund and the Service Provider hereby acknowledge that the Fund may
disclose shareholder NPI to the Service Provider as agent of the Fund
and solely in furtherance of fulfilling the Service Provider's
contractual obligations under the Agreement in the ordinary course of
business to support the Fund and its shareholders.
2. The Service Provider hereby agrees to be bound to use and redisclose
such NPI only for the limited purpose of fulfilling its duties and
obligations under the Agreement, for law enforcement and miscellaneous
purposes as permitted in 17 CFR {section}{section} 248.15, or in
connection with joint marketing arrangements that the Funds may
establish with the Service Provider in accordance with the limited
exception set forth in 17 CFR {section} 248.13.
3. The Service Provider further represents and warrants that, in
accordance with 17 CFR {section} 248.30, it has implemented, and will
continue to carry out for the term of the Agreement, policies and
procedures reasonably designed to:
{circle}insure the security and confidentiality of records and NPI of
Fund customers,
{circle}protect against any anticipated threats or hazards to the
security or integrity of Fund customer records and NPI, and
{circle}protect against unauthorized access to or use of such Fund
customer records or NPI that could result in substantial harm or
inconvenience to any Fund customer.
4. The Service Provider may redisclose Section 248.13 NPI only to: (a)
the Funds and affiliated persons of the Funds ("Fund Affiliates"); (b)
affiliated persons of the Service Provider ("Service Provider Affiliates")
(which in turn may disclose or use the information only to the extent permitted
under the original receipt); (c) a third party not affiliated with the Service
Provider of the Funds ("Nonaffiliated Third Party") under the service and
processing ({section}248.14) or miscellaneous ({section}248.15) exceptions, but
only in the ordinary course of business to carry out the activity covered by the
exception under which the Service Provider received the information in the first
instance; and (d) a Nonaffiliated Third Party under the service provider and
joint marketing exception ({section}248.13), provided the Service Provider
enters into a written contract with the Nonaffiliated Third Party that prohibits
the Nonaffiliated Third Party from disclosing or using the information other
than to carry out the purposes for which the Funds disclosed the information in
the first instance.
5. The Service Provider may redisclose Section 248.14 NPI and Section
248.15 NPI to: (a) the Funds and Fund Affiliates; (b) Service Provider
Affiliates (which in turn may disclose the information to the same extent
permitted under the original receipt); and (c) a Nonaffiliated Third Party to
whom the Funds might lawfully have disclosed NPI directly.
6. The Service Provider is obligated to maintain beyond the
termination date of the Agreement the confidentiality of any NPI it receives
from the Fund in connection with the Agreement or any joint marketing
arrangement, and hereby agrees that this Amendment shall survive such
termination.
WITNESS the due execution hereof this 23rd day of June, 2006.
THE HUNTINGTON FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
HUNTINGTON ASSET ADVISORS, INC.
By: /s/ X. Xxxxxxxx Xxxxxxx
Name: X. Xxxxxxxx Xxxxxxx
Title: President
