Exhibit (d)(i) under Form N-1A
Exhibit 10 under Item 601/Reg. X-X
XXXXXXXXXX FUNDS
INVESTMENT ADVISORY AGREEMENT
Huntington Florida Tax-Free Money Fund
This Agreement is made as of the 12th day of May, 2001, by and
between the Huntington Funds, a business trust organized under the laws
of the Commonwealth of Massachusetts (herein called the "Trust") and
Huntington Asset Advisors, Inc. (herein called the "Adviser").
WHEREAS, the Trust is registered as an open-end, management
investment company under the Investment Company Act of 1940, as amended;
WHEREAS, the Trust has retained the Adviser to render investment
advisory and other management services for the Huntington Florida
Tax-Free Money Fund (the "Fund") on the terms and conditions set forth
in the Investment Advisory Agreement dated December 1, 1998 (the
"Investment Advisory Agreement");
WHEREAS, the Trust desires and the Adviser has agreed to reduce
the compensation paid to the Adviser by the Fund under the Investment
Advisory Agreement.
NOW THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties agree as follows:
1. Employment of the Adviser. The Trust, being duly authorized,
hereby appoints the Adviser to act as investment adviser to the Trust
for the Fund for the period and on the terms set forth in this
Agreement. The Adviser accepts such employment and agrees to render
the services herein set forth for the compensation herein provided.
2. Management. Subject to the supervision and direction of the
Board of Trustees of the Trust (the "Trustees"), the Adviser will
provide a continuous program for the Fund, including, but not limited
to, investment research and management with respect to all securities,
investments, cash and cash equivalents in the Fund. The Adviser will
determine, from time to time, what securities and other instruments
will be purchased, retained or sold by the Trust for the Fund. The
Adviser will provide the services rendered by it in accordance with the
Fund's investment objectives and policies as stated in the Prospectus
which is a part of the Trust's effective Registration Statement as
amended from time to time. The Adviser agrees that it:
(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission (herein called the "Rules")
and with the Securities Act of 1933, the Securities Exchange Act
of 1934, the Investment Company Act of 1940 and the Investment
Advisers Act of 1940, all as amended, and will conduct its
activities under this Agreement in accordance with all applicable
Rules and Regulations of the Comptroller of the Currency
pertaining to the investment advisory activities of national
banks;
(b) will place orders pursuant to its investment determinations for
the Fund, either directly with the issuer of the instrument to be
purchased or with any broker or dealer selected by it. In
placing orders with brokers and dealers, the Adviser will use its
best reasonable efforts to obtain the best net price and
execution of its orders, after taking into account all factors it
deems relevant, including the breadth of the market in the
security, the price of the security, the financial condition and
execution capability of the broker or dealer, and the
reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. However, this
responsibility shall not be deemed to obligate the Adviser to
solicit competitive bids for each transaction. Consistent with
this obligation, the Adviser may, to the extent permitted by law,
purchase and sell portfolio securities to and from brokers and
dealers who provide brokerage and research services (as those
terms were defined in Section 28(e) of the Securities Exchange
Act of 1934) statistical quotations, specifically, the quotations
necessary to determine the Fund's net asset value, and other
information provided to the Fund or to the Adviser or its
affiliates to or for the benefit of the Fund and/or other
accounts over which the Adviser or any of its affiliates
exercises investment discretion. Subject to the review of the
Trustees from time to time with respect to the extent and
continuation of the policy, the Adviser is authorized to pay to a
broker or dealer who provides such brokerage and research
services a commission for effecting a securities transaction for
the Fund which is in excess of the amount of commission another
broker or dealer would have charged for effecting the transaction
if the Adviser determines in good faith that such commission was
reasonable in relation to the value of the brokerage and research
services provided by such broker or dealer, viewed in terms of
either that particular transaction or the overall
responsibilities of the Adviser with respect to the accounts as
to which it or its affiliates exercise investment discretion; and
(c) maintain books and records with respect to the securities
transactions of the Fund and will render to the Trustees such
periodic and special reports as the Trustees may reasonably
request.
3. Services Not Exclusive. The investment management services
rendered by the Adviser under this Agreement are not to be deemed
exclusive, and the Adviser shall be free to render similar services to
others, as its services under this Agreement are not impaired thereby.
The Adviser shall provide fair and equitable treatment to the Fund in
the selection of portfolio instruments and the allocation of investment
opportunities; the Adviser is not required to give the Fund
preferential treatment.
4. Books and Records. In compliance with the requirements of rule
31a-3 promulgated under the Investment Company Act of 1940, as amended,
the Adviser hereby agrees that all records which it maintains for the
Fund are the property of the Trust and further agrees to surrender
promptly to the Trust any of such records upon the Trust's request.
The Adviser further agrees to preserve for the periods proscribed by
Rule 31a-2 the records required to be maintained by Rule 31a-1 and to
comply in full with requirements of Rule 204(2) under the Investment
Advisers Act of 1940, pertaining to the maintenance of books and
records.
5. Expenses. During the term of this Agreement, the Adviser will
pay all expenses incurred by it in connection with its activities under
this Agreement other than the cost of securities (including brokerage
commissions and taxes, if any) or other investment instruments
purchased for the Fund.
6. Compensation. For the services provided and the expenses
assumed, pursuant to this Agreement, the Trust will pay the Adviser,
and the Adviser will accept as full compensation, a fee, computed daily
and payable monthly at an annual rate of: 0.30 of one percent of the
average daily net assets ("Net Assets") of the Fund up to $500 million,
0.25 of one percent of Net Assets from $500 million to $1 billion, 0.20
of one percent of Net Assets in excess of $1 billion.
7. Limitation of Liability of the Adviser; Indemnification.
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(a) The Adviser will not be liable for any error of judgment or
mistake of law or for any loss suffered by the Trust in
connection with the matters to which this Agreement relates,
except a loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services, or a loss
resulting from willful malfeasance, bad faith or gross negligence
on the part of the Investment Adviser in the performance of its
duties or from reckless disregard by it of its obligations and
duties under this Agreement.
(b) Subject to the limitations contained in Section 7(c) below:
(i) the Trust shall indemnify and hold harmless the Adviser, its
directors, officers, employees and each person who controls
the Adviser (hereinafter referred to as "Covered Persons")
to the fullest extent permitted by law, against any and all
claims, demands and liabilities (and all reasonable
expenses in connection therewith) to which the Adviser or
any of its directors, officers, employees or controlling
persons may become subject by virtue of the Adviser being
or having been the Adviser of the Trust;
(ii) the words "claims", "actions", "suits", or "proceedings" shall
apply to all claims, actions, suit or proceedings (civil,
criminal or other, including appeals), actual or threatened
while in office or thereafter, and the words "liabilities"
and "expenses" shall include, without limitation,
attorneys' fees and expenses, costs, judgments, amounts paid
in settlement, fines, penalties and other liabilities.
(c) No indemnification shall be provided hereunder to a Covered
Person:
(i) who shall have been adjudicated by a court or body before which
the proceedings was brought (A) to be liable to the Trust
or its Shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of the duties
involved in the conduct of its office or (B) not to have
acted in good faith in the reasonable relief that its
action was in the best interest of the Trust; or
(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in
willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of
his office
(1) by the court or other body approving the settlement; or
(2) by at least a majority of those Trustees who are neither
Interested persons of the Trust (as defined in
the Investment Company Act of 1940, as amended)
nor are parties to the matter, based upon a
review of readily available facts (as opposed
to a full trial-type inquiry); or
(3) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed
to a full trial-type inquiry).
(d) The rights of indemnification herein provided may be insured
against by policies maintained by the Trust, shall be severable,
shall not be exclusive of or affect any other rights to which any
Covered Person may now or hereafter be entitled, shall continue
as to a person who has ceased to be a Covered Person and shall
inure to the benefit of the personal representatives, successors
and assigns of each such person. Nothing contained herein shall
affect any rights to indemnification to which Trust personnel and
any other persons, other than a Covered Person, may be entitled
by contract or otherwise by law.
(e) Expenses in connection with the investigation, preparation and
presentation of a defense to any claim, suit or proceeding of the
character described in subsection (b) of this Section 7 shall be
paid by the Trust or by the Fund, from time to time, prior to
final disposition thereof, upon receipt of an undertaking by or
on behalf of such Covered Person that such amount will be paid
over by him to the Trust or the Fund if it is ultimately
determined that he is not entitled to indemnification under
Section 7; provided, however, that either (i) such Covered Person
shall have provided appropriate security for such undertaking,
(ii) the Trust shall be insured against losses arising out of any
such advance payments, or (iii) either a majority of the Trustees
who are neither Interested Persons of the Trust nor parties to
the matter, or independent legal counsel in a written opinion,
shall have determined, based upon a review of readily available
facts (as opposed to a trial-type inquiry), that there is reason
to believe that such Covered Person will be entitled to
indemnification under this Section 7.
8. Duration and Termination. This Agreement shall continue until
September 1, 2001. Thereafter, if not terminated, this Agreement shall
continue in effect as to the Fund for successive periods of 12 months
each, provided such continuance is specifically approved at least
annually (a) by the vote of a majority of those Trustees who are not
parties to this Agreement or interested persons of any such party, cast
in person at a meeting called for the purpose of voting on such
approval, and (b) by the Trustees or, with respect to the Fund, by the
vote of a majority of the outstanding voting securities of the Fund;
provided, however, that this Agreement may be terminated without the
payment of any penalty, by the Trustees, or, by vote of majority of
the outstanding voting securities of the Fund on 60 days' written
notice to the Adviser, or by the Adviser at any time, on 90 days'
written notice to the Trust. This Agreement will immediately terminate
in the event of its assignment by either party hereto or by operation
of law. (As used in this Agreement, the terms "majority of the
outstanding voting securities", "interested person" and "assignment"
shall have the same meanings as such terms have in the Investment
Company Act of 1940, as amended).
9. Amendment of this Agreement. No provision of this Agreement may
be changed, waived, discharged or terminated orally, but only by an
instrument in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought, and, where
required by the Investment Company Act of 1940, any amendment to this
Agreement shall be effective with respect to the Fund only following
approval by vote of a majority of the Fund's outstanding voting
securities.
10. Representations and Warranties. The Adviser hereby represents
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and warrants as follows: The Adviser is exempt from registration under
the Investment Advisers Act of 1940, as amended;
(a) The Adviser has all requisite authority to enter into, execute,
deliver and perform its obligations under this Agreement;
(b) This Agreement is the legal, valid and binding obligation of the
Adviser, and is enforceable in accordance with its terms; and
(c) The performance of the Adviser of its obligations under this
Agreement does not conflict with any law or regulation to which
it is subject.
11. Covenants. The Adviser covenants and agrees that, so long as
this Agreement shall remain in effect, (1) The Adviser shall remain
exempt from registration or shall become registered under the
Investment Advisers Act of 1940; and (2) the performance by the Adviser
of its obligations under this Agreement shall not conflict with any law
to which it is then subject.
(a) The Trust hereby covenants and agrees that, so long as this
Agreement shall remain in effect, it shall furnish the Adviser
from time to time with copies of the following documents, if and
when effective, pertaining to the Trust or the Fund and all
amendments and supplements thereto: Declaration of Trust,
By-laws, Registration Statement (including prospectus and
Statement of Additional Information), Custodial Agreement,
Transfer Agency Agreement, Administration Agreement, Distribution
Agreement, Rule 12b-1 Service Plan, Proxy Statement and any other
documents filed with the Securities and Exchange Commission,
State securities law administrators or other governmental
agencies, and any other documents the Adviser may reasonably
request.
12. Notices. Any notice required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Adviser at 00 Xxxxx Xxxx
Xxxxxx, Xxxxxxxx, Xxxx 00000, or (2) to the Trust c/o SEI Investments
Mutual Fund Services, Xxx Xxxxxxx Xxxxxx Xxxx, Xxxx, Xxxxxxxxxxxx 00000.
13. Waiver. With full knowledge of the circumstances and the effect
of its action, the Adviser hereby waives any and all rights which it
may acquire in the future against the property of any shareholder of
the Trust, other than shares of the Trust at their net asset value;
which arise out of any action or inaction of the Trust under this
Agreement.
14. Captions. The captions in this Agreement are included for
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convenience or reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
15. Severability. If any provision of this Agreement shall be held
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or made invalid or unenforceable by a court decision, statute, rule or
otherwise, the remainder shall not be thereby affected.
16. Binding Effect. This Agreement shall be binding upon and shall
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inure to the benefit of the parties and their respective successors.
17. Governing Law. This Agreement is executed in the state of
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Ohio, and shall be governed by the laws of such state, without
reference to conflict of laws principles.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed as of the day and year first above written.
Attest: HUNTINGTON FUNDS
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Xxxxxx Xxxxxx Xxxxxxx X. Xxxxx
Attest: HUNTINGTON ASSET ADVISORS, INC.
/s/ Xxx Xxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxx Xxxx Xxxxxx X. Xxxxxxx
