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Exhibit (d)(vii)
FORM OF SUBADVISORY AGREEMENT
This Subadvisory Agreement (this "Agreement") is entered into as of the
day of February, 2000, by and between The Huntington National Bank, a national
banking association (the "Adviser") and Federated Global Investment Management
Corp., a Delaware corporation ("FGIM").
RECITALS:
A. The Adviser has entered into an advisory agreement dated , (the
"Advisory Agreement") with Huntington International Equity Fund, a
Massachusetts business trust (the "Company"), pursuant to which the
Adviser provides portfolio management services to the series of the
Company set forth on Schedule 1 to this Agreement (each a "Fund" and
collectively the "Funds");
B. The Advisory Agreement provides that the Adviser may delegate any or
all of its portfolio management responsibilities under the Advisory
Agreement to one or more subadvisers; and
C. The Adviser and the Board of trustees (the "Board") of the Company
desire to retain FGIM to render portfolio management services in the
manner and on the terms set forth in this Agreement.
A G R E E M E N T :
-------------------
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth in this Agreement, the Adviser and FGIM agree as follows:
APPOINTMENT OF SUBADVISER.
The Adviser hereby appoints FGIM as subadviser for each Fund and
authorizes FGIM, in its discretion and without prior consultation with the
Adviser, to invest and manage each Fund's portfolio of Securities in accordance
with such Fund's stated investment objective to the fullest extent permitted by:
the Fund's investment policies, limitations, procedures and guidelines set forth
in the documents listed on Schedules 2 and 3 to this Agreement;
any additional objectives, policies or guidelines established by the Adviser or
by the Board that have been furnished in writing to FGIM;
the provisions of the Investment Company Act of 1940 (the "1940 Act") and the
rules and regulations thereunder applicable to the Fund; and
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the provisions of Subchapter M of the Internal Revenue Code ("IRC") applicable
to "regulated investment companies."
For purposes of this Agreement, "Securities" include any investment permitted
under the foregoing policies, limitations, procedures, guidelines, laws or
regulations. Subject to the supervision of the Adviser and the Board, the
Adviser authorizes FGIM to determine the structure and composition of the Fund's
portfolio, including the purchase, retention and disposition of, and exercise of
all rights pertaining to, the Securities comprising the portfolio.
REPRESENTATIONS AND WARRANTIES.
Representations and Warranties of FGIM
FGIM represents and warrants to Adviser as follows:
FGIM is a business trust duly organized, validly existing, and in good standing
under the laws of the State of Delaware.
This Agreement constitutes the legal, valid, and binding obligation of FGIM,
enforceable against FGIM in accordance with its terms. FGIM has the absolute and
unrestricted right, power, and authority to execute and deliver this and to
perform its obligations under this Agreement.
Neither the execution and delivery of this Agreement by FGIM nor the performance
of any of its obligations hereunder will give any person the right to prevent,
delay, or otherwise interfere with the performance of such obligations pursuant
to:
any provision of FGIM's Declaration of Trust or By-Laws;
any resolution adopted by the board of trustees or the shareholders of FGIM;
any law, regulation or administrative or court order to which FGIM may be
subject; or
any contract to which FGIM is a party or by which FGIM may be
bound.
FGIM is not and will not be required to obtain any consent from any
person in connection with the execution and delivery of this Agreement
or the performance of any obligations hereunder.
FGIM is registered with the Securities and Exchange Commission ("SEC") as an
investment adviser under the Investment Advisers Act of 1940 (the "Advisers
Act") and is registered or licensed as an investment adviser under the laws of
all jurisdictions in which its activities require it to be so registered or
licensed, except where the failure to be so licensed would not have a material
adverse effect on its business.
FGIM has furnished to the Adviser true and complete copies of all the documents
listed on Schedule 3 to this Agreement.
Representations and Warranties of the Adviser
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The Adviser represents and warrants to FGIM as follows:
The Adviser is a national bank duly organized, validly existing, and in good
standing under the federal banking laws.
This Agreement constitutes the legal, valid, and binding obligation of the
Adviser, enforceable against the Adviser in accordance with its terms. The
Adviser has the absolute and unrestricted right, power, and authority to execute
and deliver this and to perform its obligations under this Agreement.
Neither the execution and delivery of this Agreement by the Adviser nor the
performance of any of its obligations hereunder will give any person the right
to prevent, delay, or otherwise interfere with the performance of such
obligations pursuant to:
any provision of the Adviser's Bank Charter or By-Laws;
any resolution adopted by the board of directors or the shareholders of the
Adviser;
any law, regulation or administrative or court order to which the Adviser may be
subject; or
any contract to which the Adviser is a party or by which the
Adviser may be bound.
Except for the approval of the Board and of each Fund's shareholders as
required by Section 15 of the 1940 Act, the Adviser is not and will not
be required to obtain any consent from any person in connection with
the execution and delivery of this Agreement or the performance of any
obligations hereunder.
The Adviser is registered with the SEC as an investment adviser under the
Advisers Act and is registered or licensed as an investment adviser under the
laws of all jurisdictions in which its activities require it to be so registered
or licensed, except where the failure to be so licensed would not have a
material adverse effect on its business.
The Adviser has furnished to FGIM true and complete copies of all the documents
listed on Schedule 2 to this Agreement.
CONDITIONS TO AGREEMENT.
FGIM's and the Adviser's obligations under this Agreement are subject
to the satisfaction of the following conditions precedent:
Receipt by FGIM of a certificate of an officer of Company stating that (i) this
Agreement and the Advisory Agreement have been approved by the vote of a
majority of the trustees, who are not interested persons of FGIM or the Adviser,
cast in person at a meeting of the Board call for the purpose of voting on such
approval, and (ii) this Agreement and the Advisory Agreement have been approved
by the vote of a majority of the outstanding voting securities of the Company;
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Receipt by FGIM of certified copies of instructions from the Fund to its
custodian designating the persons specified by FGIM as "Authorized Persons"
under the Fund's custody agreement;
The Fund's execution and delivery of a limited power of attorney in favor of
FGIM, in a form mutually agreeable to FGIM, the Adviser and the Board;
Receipt by FGIM of Board resolutions, certified by an officer of the Company,
adopting all procedures and guidelines listed on Schedule 3 to this Agreement
and identified as required by Rule 2a-7 or any other exemptive rule or order
that is or will become applicable to any Fund;
Receipt by FGIM of complete copies, certified by an officer of the Company, of
all other policies procedures, guidelines, and codes listed on Schedule 2 to
this Agreement; and
Any other documents, certificates or other instruments that FGIM or the Adviser
may reasonably request from the Fund.
COMPENSATION.
For the services provided under this Agreement, the Adviser will pay to
FGIM a fee at the annual rate set forth opposite each Fund's name on Schedule 1
multiplied times such Fund's average daily net assets. Such fee will accrue
daily and will be paid monthly to FGIM on or before the last business day of the
next succeeding calendar month. If this Agreement is effective for only a
portion of a month, the fee will be prorated for the portion of such month
during which this Agreement is in effect.
INFORMATION AND REPORTS.
The Adviser will promptly notify FGIM of any material change in any of the
documents listed on Schedule 2 to this Agreement and will provide FGIM with
copies of any such modified document. The Adviser will also provide FGIM with a
list, to the best of the Adviser's knowledge, of all affiliated persons of
Adviser (and any affiliated person of such an affiliated person) and will
promptly update the list whenever the Adviser becomes aware of any additional
affiliated persons.
FGIM will maintain books and records relating to its management of the Fund
under its customary procedures and in compliance with applicable regulations
under the 1940 Act and the Advisers Act. FGIM will permit the Adviser to inspect
such books and records at all reasonable times during normal business hours,
upon reasonable notice. Prior to each Board meeting, FGIM will provide the
Adviser and the Board with reports regarding its management of the Fund during
the interim period, in such form as may be mutually agreed upon by FGIM and the
Adviser. FGIM will also provide the Adviser with any information regarding its
management of the Fund required for any shareholder report, amended registration
statement or prospectus supplement filed by the Fund with the SEC.
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NONEXCLUSIVE AGREEMENT; ALLOCATION OF TRANSACTIONS.
The investment management services provided by FGIM hereunder are not to be
deemed to be exclusive, and FGIM shall be free to render similar services to
other advisers, investment companies, and other types of clients.
To the extent consistent with applicable law, FGIM may aggregate purchase or
sell orders for the Fund with contemporaneous purchase or sell orders of other
clients of FGIM or its affiliated persons. In such event, allocation of the
Securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by FGIM in the manner FGIM considers to be the most
equitable and consistent with its and its affiliates' fiduciary obligations to
the Fund and to such other clients. The Adviser hereby acknowledges that such
aggregation of orders may not result in a more favorable price or lower
brokerage commissions in all instances.
FGIM will place purchase and sell orders for the Fund with or through such
banks, brokers, dealers, futures commission merchants or other firms dealing in
Securities ("Brokers") as it determines, which may include Brokers that are
affiliated persons of FGIM, provided such orders are exempt from the provisions
of Section 17(a), (d) and (e) of the 1940 Act. FGIM will use its best efforts to
obtain execution of transactions for the Fund at prices which are advantageous
to the Fund and at commission rates that are reasonable in relation to the
services received. FGIM may, however, select Brokers on the basis that they
provide brokerage, research or other services or products to the Fund and/or
other clients of FGIM and its affiliated persons. In selecting Brokers, FGIM may
also consider the reliability, integrity and financial condition of the Broker,
and the size of and difficulty in executing the order.
FUND EXPENSES.
Each Fund shall pay or cause to be paid all of its own expenses and its
allocable share of Trust expenses incurred in managing its portfolio of
Securities, including all commissions, xxxx-ups, transfer fees, registration
fees, ticket charges, transfer taxes, custodian fees, legal fees for review of
transactions or issues and similar expenses. Each Fund will also pay its
allocable share of such extraordinary expenses as may arise including expenses
incurred in connection with litigation, proceedings, and claims and the legal
obligations of the Trust/Corporation to indemnify its officers and
Trustees/Directors and agents with respect thereto. Each Fund will promptly
reimburse FGIM for any such expense to the extent advanced by FGIM. In no event
will FGIM have any obligation to pay any of the Funds' expenses, including
without limitation, the expenses of organizing the Trust and continuing its
existence; fees and expenses of Trustees and officers of the Trust; fees for
administrative personnel and services; expenses incurred in the distribution of
its shares ("Shares"), including expenses of administrative support services;
fees and expenses of preparing and printing its Registration Statements under
the Securities Act of 1933 and the 1940 Act; expenses of registering and
qualifying the Trust, the Funds, and Shares of the Funds under federal and state
laws and regulations; expenses of preparing, printing, and distributing
prospectuses (and any amendments thereto) to shareholders; interest expense,
taxes, fees, and commissions of every kind; expenses of issue (including cost of
Share certificates), purchase, repurchase, and redemption of Shares; charges and
expenses of custodians, transfer agents, dividend disbursing agents, shareholder
servicing agents, and registrars; printing and mailing costs, auditing,
accounting, and legal expenses; reports to shareholders and
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governmental officers and commissions; expenses of meetings of Trustees and
shareholders and proxy solicitations therefor; insurance expenses; association
membership dues and such nonrecurring items as may arise, including all losses
and liabilities incurred in administering the Trust/Corporation and the Funds.
LIMITATION OF LIABILITY.
In the absence of willful misfeasance, bad faith or gross negligence on the part
of FGIM, or of reckless disregard by FGIM of its obligations and duties
hereunder, FGIM shall not be subject to any liability to the Adviser, the Fund,
the Company, any shareholder of the Fund, or to any person, firm or
organization. Without limiting the foregoing, FGIM shall not have any liability
whatsoever for any investment losses incurred by a Fund, or arising from
transactions by a Fund, prior to the date on which FGIM assumes responsibility
for the management of the Fund's portfolio.
The Adviser, the Company, and the Fund are hereby expressly put on notice of the
limitation of liability as set forth in the Declaration of Trust of FGIM and
agree that the obligations assumed by FGIM pursuant to this Agreement will be
limited in any case to FGIM and its assets and the Adviser, the Company, and the
Fund shall not seek satisfaction of any such obligation from the shareholders of
FGIM, the trustees of FGIM, officers, employees or agents of FGIM, or any of
them.
PRICING.
The Adviser, the Company and the Fund hereby acknowledge that FGIM is
not responsible for pricing portfolio Securities, and that the Adviser, the
Company, the Fund, and FGIM will rely on the pricing agent chosen by the Board
of the Company for prices of Securities, for any purposes.
TERM.
This Agreement shall begin as of the date of its execution and shall
continue in effect for a period of two years from the date hereof and thereafter
for successive periods of one year, subject to the provisions for termination
and all of the other terms and conditions hereof if such continuance is
specifically approved at least annually in conformity with the requirements of
the 1940 Act; provided, however, that this Agreement may be terminated by the
Fund at any time, without the payment of any penalty, by the Board or by vote of
a majority of the outstanding voting securities (as defined in the 0000 Xxx) of
the Fund, or by the Adviser or FGIM at any time, without the payment of any
penalty, on not more than 60 days' nor less than 30 days' written notice to the
other party. This Agreement will terminate automatically in the event of its
assignment (as defined in the 0000 Xxx) or upon the termination of the Adviser's
management agreement with the Fund.
LIMITED POWER OF ATTORNEY.
Subject to any other written instructions of the Adviser or the
Company, FGIM is hereby appointed the Fund's agent and attorney-in-fact for the
limited purposes of executing account documentation, agreements, contracts and
other documents as FGIM shall be requested by
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brokers, dealers, counter parties and other persons in connection with its
management of the Fund's assets. The Adviser and the Company hereby ratify and
confirm as good and effectual, at law or in equity, all that FGIM and its
officers and employees, may do in its capacity as attorney-in-fact. However,
nothing herein shall be construed as imposing a duty on FGIM to act or assume
responsibility for any matters in its capacity as attorney-in-fact for the Fund.
Any person, partnership, corporation or other legal entity dealing with FGIM in
its capacity as attorney-in-fact hereunder for the Fund is hereby expressly put
on notice that FGIM is acting solely in the capacity as an agent of the Fund and
that any such person, partnership, corporation or other legal entity must look
solely to the Fund for enforcement of any claim against Fund, as FGIM assumes no
personal liability whatsoever for obligations of the Fund entered into by FGIM
in its capacity as attorney-in-fact for the Fund.
GENERAL PROVISIONS
Notices
All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand (with written confirmation of receipt), (b) sent by telecopier
(with written confirmation of receipt), provided that a copy is mailed by
registered mail, return receipt requested, or (c) when received by the
addressee, if sent by a nationally recognized overnight delivery service
(receipt requested), in each case to the appropriate addresses and telecopier
numbers set forth below (or to such other addresses and telecopier numbers as a
party may designate by notice to the other parties):
FGIM: Federated Investment Management Company
0000 Xxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxxx
Facsimile No.: (000) 000-0000
Adviser: The Huntington National Bank
Attention: __________________________
Facsimile No.: ______________________
Further Assurances
The parties agree (a) to furnish upon request to each other such
further information, (b) to execute and deliver to each other such other
documents, and (c) to do such other acts and things, all as the other party may
reasonably request for the purpose of carrying out the intent of this Agreement
and the documents referred to in this Agreement.
Waiver
The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by any party in
exercising any right, power, or privilege under this Agreement or the documents
referred to in this Agreement will operate as a waiver of such right, power, or
privilege, and no single or partial exercise of any such right, power, or
privilege will preclude any other or further exercise of such right, power, or
privilege
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or the exercise of any other right, power, or privilege. To the maximum extent
permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents referred to in this Agreement can be discharged by one party,
in whole or in part, by a waiver or renunciation of the claim or right unless in
writing signed by the other party; (b) no waiver that may be given by a party
will be applicable except in the specific instance for which it is given; and
(c) no notice to or demand on one party will be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Agreement or the documents referred to in this Agreement.
Entire Agreement and Modification
This Agreement supersedes all prior agreements between the parties with
respect to its subject matter and constitutes (along with the documents referred
to in this Agreement) a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter. This Agreement
may not be amended except by a written agreement executed by the party to be
charged with the amendment.
Assignments, Successors, and No Third-Party Rights
Neither party may assign any of its rights under this Agreement without
the prior consent of the other parties. Subject to the preceding sentence, this
Agreement will apply to, be binding in all respects upon, and inure to the
benefit of the successors and permitted assigns of the parties. Nothing
expressed or referred to in this Agreement will be construed to give any person
other than the parties to this Agreement any legal or equitable right, remedy,
or claim under or with respect to this Agreement or any provision of this
Agreement. This Agreement and all of its provisions and conditions are for the
sole and exclusive benefit of the parties to this Agreement and their successors
and assigns.
Severability
If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.
Section Headings, Construction
The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement. All words used in this Agreement will be construed to be of such
gender or number as the circumstances require. Unless otherwise expressly
provided, the word "including" does not limit the preceding words or terms.
Governing Law
This Agreement will be governed by the laws of the State of
Pennsylvania without regard to conflicts of laws principles.
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Counterparts
This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.
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 NATIONAL BANK
By:____________________________
Name:
Title:
FEDERATED INVESTMENT MANAGEMENT
COMPANY
By:____________________________
Name: J. Xxxxxxxxxxx Xxxxxxx
Title: President
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SCHEDULE 1 - FUNDS AND SUBADVISORY FEES
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Name of Series Assets Annual Subadvisory Fee
-------------- ------ ----------------------
Huntington International Equity Fund First $100 million 0.65% of average daily
net assets
Next $50 million 0.50% of average daily
net assets
Over $150 million 0.35% of average daily
net assets
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SCHEDULE 2 - FUND DOCUMENTATION
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1. Company's Declaration of Trust and Bylaws.
2. Currently effective registration statement for each class of each
Fund's shares and any pending amendments to such registration
statement.
3. Any supplements to any prospectus or statement of additional
information for any class of any Fund's shares.
4. Custody Agreement between the Trust and ______________________________,
as Custodian for the Portfolio's securities, including information as
to:
o the Portfolio's nominee,
o the Federal tax identification numbers of the Portfolio and
its nominee,
o all routing, bank, participant and account numbers and other
information necessary to provide proper instructions for
transfer and delivery of Securities to the Portfolio's
accounts at the Custodian,
o the name, address, phone and fax number of the Custodian's
employees responsible for the Portfolio's accounts, and
o the Portfolio's pricing service and contact persons.
5. All policies, procedures, guidelines and codes adopted by the Board
under the 1940 Act or any regulation thereunder, including:
o Rule 2a-7 (if the Portfolio holds itself out as a "money
market fund"),
o Rule 10f-3 (relating to affiliated underwriting syndicates),
o Rule 17a-7 (relating to interfund transactions),
o Rule 17e-1 (relating to transactions with affiliated Brokers),
o Rule 17f-4 (relating to securities held in securities
depositories),
o Rule 17j-1 (relating to a code of ethics), and
o Rule 17f-5 (relating to foreign custody).
6. All SEC exemptive orders applicable to the Portfolio, and all
procedures and guidelines adopted by the Board under the terms of such
orders.
7. All procedures and guidelines adopted by the Board or the Manager
regarding:
o Repurchase agreements,
o Evaluating the liquidity of securities, include restricted
securities, municipal leases and stripped U.S. government
securities,
o Segregation of liquid assets in connection with reverse
repurchase agreements, firm commitments, standby commitments,
short sales, options and futures agreements,
o Derivative contracts and securities, and
o Affiliated bank procedures.
8. Any master agreements that the Trust has entered into on behalf of the
Portfolio, including:
o Master Repurchase Agreement,
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o Master Futures and Options Agreements,
o Master Foreign Exchange Netting Agreements, and
o Master Swap Agreements.
9. Blue Sky undertakings.
10. CFTC Rule 4.5 letter.
11. Schedule of the current year's Board meetings, and the reports needed
by the Board.
12. Pricing and performance calculation entities and contact persons.
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SCHEDULE 3 - SUBADVISER DOCUMENTATION
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1. Part II of FGIM's Form ADV most recently filed with the SEC.
2. Procedures and checklists required by the following exemptive rules and
orders under under the 1940 Act:
o Rule 10f-3 (relating to affiliated underwriting syndicates),
o Rule 17a-7 (relating to interfund transactions),
o Rule 17e-1 (relating to transactions with affiliated Brokers),
o Rule 17f-4 (relating to securities held in securities
depositories),
o Rule 17j-1 (relating to a code of ethics),
o Release No. IC-22903 (granting an exemption for the use of
"core funds"),
o Release No. IC-22313 (granting an exemption for the purchase
of affiliated money market funds)
o Release Nos. IC-16602 and IC-19816 (granting an exemption for
certain transactions with affiliated banks), and
o Release No. IC-15243 (granting an exemption permitting the
purchase of insurance from an affiliate and the settlement of
claims therefrom).
3. All exemptive orders granted by the SEC that will become applicable to
the Portfolio, and the procedures and guidelines followed by FGIM in
accordance therewith.
