EXHIBIT 23(D)(VIII) UNDER FORM N-1A
EXHIBIT 10(D) UNDER ITEM 601/REG. S-K
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 any 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
