SUB ITEM 77Q 1(E)(II)
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement")
is entered into as of June 23,
2006, by and among The Huntington Funds, a Delaware
statutory 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 twenty nine
portfolios, including the Huntington Macro 100
Fund and the Huntington VA Macro
100 Fund (each, a "Fund");
The Trust and the Adviser have entered into
an advisory agreement dated as
of June 23, 2006 ("Advisory Agreement"), pursuant
to which, as amended, the
Adviser provides portfolio management services
to each 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 each 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 Certificate of Trust
and Agreement and 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 each Fund and
approving the form of this
Agreement;
(d) Resolutions of the Trustees selecting
the Adviser as investment
adviser to each Fund and approving
the form of the Investment
Advisory Agreement and resolutions
adopted by the initial
shareholder of each Fund approving the
form of the Investment
Advisory Agreement;
(e) The Adviser's current Investment Advisory
Agreement with the Trust
on behalf of each Fund;
(f) The Trust's current registration statement
on Form N-1A as filed
with the Securities and Exchange Commission
("SEC"), including each
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 each
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) The provisions of the Adviser's Compliance
Manual that apply to each
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 a 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
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 each
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 each
Fund as set forth in its 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 each Fund's investments and
determine from time to time
which securities will be purchased,
retained, sold or loaned by a
Fund, and what portion of a 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 a Fund, subject at all
times to the Subadviser's duty to
(i) use its best efforts to obtain
for a 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 a 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
each 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 a
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 each 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 a
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 each Fund, and brokerage and
other records of all portfolio
transactions for each Fund. The
Fund's Books and Records shall be
available for inspection or
duplication by the Adviser and the Trust
on any day that a 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 a 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 a 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 a Fund's investments or
(ii) key investment or executive
officers of the Subadviser
(including any change in the personnel
who manage the investments of
a 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 a 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 each 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
a 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 each Fund or the Adviser
with the SEC, including but not
limited to, Form N-1A, semi-annual
reports for each Fund on Form N-
SAR and Form N-CSR, shareholder
communications regarding a Fund, and
proxy materials furnished to
holders of shares of a Fund, and
filings with state "blue sky"
authorities and with United States
agencies responsible for tax
matters regarding each 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 a Fund's
custodian and fund accountant may
require. Subadviser shall instruct
all brokers, dealers or other
persons executing orders with
respect to a 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 A FUND NOT PAID BY
THE SUBADVISER. The Subadviser will
not be required to pay any expenses of a 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
a Fund other than through the
Subadviser;
(b) organization and offering expenses of
a Fund (including out of
pocket expenses);
(c) legal, accounting and auditing
fees and expenses of the Trust or a
Fund;
(d) the fees and disbursements of
custodians and depositories of the
Trust or a Fund's assets, or
ny fees and expenses of a Fund's
administrator, transfer agents,
disbursing agents, plan agents and
registrars;
(e) a Fund's interest expenses;
(f) telephone, telex, facsimile,
postage and other communications
expenses of a Fund or Adviser;
(g) taxes and governmental fees
assessed against the Trust or a Fund's
assets and payable by the Trust or
a Fund;
(h) dues and expenses of each of
a 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 a 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 a Fund;
(k) brokers' commissions and underwriting fees;
(l) the payments for maintaining a 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 a 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 a Fund, the Adviser will pay
the Subadviser an annual fee equal to
0.50% of the Huntington Macro 100 Fund's
and 0.40% of the Huntington VA Macro
100 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 a 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 a Fund less
than a full month. The Subadviser
understands
and agrees that neither the Trust
nor a 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
a 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 a 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 a 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 a Fund. The Subadviser
shall have no obligation to acquire with
respect to a 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 a
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 a
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 a 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, a 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 a Fund, any shareholder
of a 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 a
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 a Fund shall be
deemed, when acting within the scope of
his employment by the Trust
or a Fund, to be acting in such
employment solely for the Trust or a
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, a 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,
a 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 a
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, a 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 a 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
through August 31, 2006, 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 a 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 a Fund. In addition, the
Subadviser shall deliver copies of
a 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 a 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 a Fund,
but only a Fund's property shall
be bound. The Trust or a 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 a 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, a Fund and/or its agents
only in connection with a 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, a Fund,
the Subadviser or for any of its
affiliates which mentions the Trust,
a Fund or Adviser (other than
the use of a Fund's name in a list of
clients of the Subadviser) to
the Adviser and to a 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 a 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 a 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 a 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/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
HUNTINGTON ASSET ADVISORS, INC.
By: /s/ B. Xxxxxxxx Xxxxxxx
Name: B. Xxxxxxxx Xxxxxxx
Title: President
LAFFER INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
Name: Xxxxxx X. Xxxxxx, Xx.
Title: Chief Executive Officer
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
