Exhibit (d)(i) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
INVESTMENT ADVISORY AGREEMENT
This Agreement is made as of the 12th day of May, 2001, 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., an adviser registered under the
Investment Advisers Act of 1940 (herein called the "Adviser").
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940,
as amended; and
WHEREAS, the Trust desires to retain the Investment Adviser to
furnish certain investment advisory and related services described
below in connection with the management of each of the investment
portfolios of the Trust identified on Schedule A hereto (the "Funds"),
and the Adviser represents that it is willing and possesses legal
authority under the Xxxxx-Xxxxxxxx Act to so furnish such services;
NOW THEREFORE, in consideration of the promises and mutual
covenants hereinafter contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Adviser to act
-----------
as investment adviser to the Funds for the period and on the terms set
forth in this Agreement. The Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation
herein provided.
2. Delivery of Documents. The Trust has furnished the Adviser
----------------------
with copies properly certified or authenticated of each of the
following documents:
(a) the Trust's Agreement and Declaration of Trust, dated
February 10, 1987 and filed with the Secretary of State of The
Commonwealth of Massachusetts, and all amendments thereto or
restatements thereof (such Agreement and Declaration of Trust, as
presently in effect and as it shall from time to time be amended or
restated, is herein called the "Declaration of Trust");
(b) the Trust's Bylaws and amendments thereto;
(c) resolutions of the Trust's Board of Trustees
authorizing the appointment of the Adviser and approving this Agreement;
(d) the Trust's original Notification of Registration on
Form N-8A under the 1940 Act as filed with the Securities and Exchange
Commission and all amendments thereto;
(e) the Trust's current Registration Statement on Form
N-lA under the Securities Act of 1933, as amended ("1933 Act"), and
under the 1940 Act as filed with the Securities and Exchange
Commission; and
(f) the Funds' most recent prospectuses and the Trust's
Statement of Additional Information relating to the Funds (such
prospectuses and Statement of Additional Information, as presently in
effect, and all amendments and supplements thereto are herein
collectively called the "Prospectus").
The Trust will promptly furnish the Adviser with copies of all
amendments of or supplements to the foregoing documents.
3. Management. Subject to the supervision of the Trust's
Board of Trustees, the Adviser will provide or cause to be provided a
continuous investment program for each Fund identified on Schedule A
hereto, including investment research and management with respect to
all securities and investments and cash equivalents in such Funds. The
Adviser will determine or cause to be determined from time to time what
securities and other investments will be purchased, retained or sold by
the Trust with respect to each Fund identified on Schedule A hereto and
will place or cause to be placed orders for purchase and sale on behalf
of the Trust with respect to such Fund.
The Adviser will provide the services under this Agreement in
accordance with each Fund's investment objective, policies and
restrictions as stated in the Prospectuses, resolutions of the Trust's
Board of Trustees, and any undertakings with regulatory authorities
which are provided by the Trust to the Adviser. The Adviser further
agrees that it:
(a) will use the same skill and care in providing such
services as it uses in providing services to fiduciary accounts for
which it has investment responsibilities;
(b) will comply in all material respects with all
applicable Rules and Regulations of the Securities and Exchange
Commission under the Investment Company Act of 1940 and in addition
will conduct its activities under this Agreement in accordance with any
applicable regulations pertaining to the investment advisory activities
of the Adviser;
(c) will place or cause to be placed orders for the Funds
identified on Schedule A hereto either directly with the issuer or with
any broker or dealer and, in placing orders with brokers and dealers,
the Adviser or any sub-investment adviser employed by the Adviser will
attempt to obtain prompt execution of orders in an effective manner at
the most favorable price. Consistent with this obligation, when the
execution and price offered by two or more brokers or dealers are
comparable, the Adviser or any sub-investment adviser employed by the
Adviser may, in its discretion, purchase and sell portfolio securities
to and from brokers and dealers who provide the Adviser or any such
subinvestment adviser with research advice and other services; and
(d) will treat confidentially and as proprietary
information of the Trust all records and other information relative to
the Trust and prior, present, or potential shareholders of the Trust
learned by, or disclosed to, the Adviser in the course of its
performance of its responsibilities and duties under this Agreement,
and will not use such records and information for any purpose other
than performance of its responsibilities and duties hereunder, except
after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld
where the Adviser may be exposed to civil, regulatory, or criminal
sanctions for failure to comply when requested to divulge such
information by duly constituted authorities, or when so requested by
the Trust.
4. Use of Sub-Investment Adviser. The Adviser may, subject to
the approvals required under the 1940 Act, employ a sub-investment
adviser to assist the Adviser in the performance of its duties under
this Agreement. Such use does not relieve the Adviser of any duty or
liability it would otherwise have under this Agreement. Compensation
of any such sub-investment adviser for services provided and expenses
assumed under any agreement between the Adviser and such sub-investment
adviser permitted under this paragraph is the sole responsibility of
the Adviser.
5. Services Not Exclusive. The investment management services
furnished by the Adviser hereunder are not to be deemed exclusive.
Except to the extent necessary to perform the Adviser's obligations
under this Agreement, nothing herein shall be deemed to limit or
restrict the right of the Adviser, or any subsidiary or affiliate of
the Adviser, or any employee of the Adviser, to engage in any other
business or to devote time and attention to any other business, whether
of a similar or dissimilar nature, or to render services of any kind to
any other person.
6. Books and Records. In compliance with the requirements of
Rule 3la-3 under the 1940 Act, the Adviser hereby agrees that all
records which it maintains for the Trust 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 prescribed by Rule 3la-2 under the 1940 Act
the records required to be maintained by Rule 3la-1 under the 1940 Act.
7. 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 or charges, if any) purchased for the Trust. The
Trust will be responsible for all of the Trust's expenses and
liabilities.
8. Compensation. For the services provided and the expenses
assumed pursuant to this Agreement, each of the Funds will pay the
Adviser and the Adviser will accept as full compensation therefor a fee
computed daily and paid monthly on the first business day of each month
equal to the lesser of (i) the fee at the applicable annual rate set
forth on Schedule A hereto or (ii) such fee as may from time to time be
agreed upon in writing by the Trust and the Adviser. If the fee
payable to the Adviser pursuant to this paragraph begins to accrue
after the beginning of any month or if this Agreement terminates before
the end of any month, the fee for the period from such date to the end
of such month or from the beginning of such month to the date of
termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such
effectiveness or termination occurs. For purposes of calculating fees,
the value of a Fund's net assets shall be computed in the manner
specified in the Prospectus and the Trust's Declaration of Trust for
the computation of the value of the Fund's net assets in connection
with the determination of the net asset value of the Fund's shares.
9. Limitation of Liability. The Adviser shall not be liable
for any error of judgment or mistake of law or for any loss suffered by
the Funds in connection with the performance of this Agreement, except
a loss resulting from a breach of fiduciary duty under the Investment
Company Act of 1940 with respect to the receipt of compensation for
services or a loss resulting from willful misfeasance, bad faith or
gross negligence on the part of the Adviser in the performance of its
duties or from reckless disregard by it of its obligations and duties
under this Agreement. In no case shall the Adviser be liable for
actions taken or nonactions with respect to the performance of services
under this Agreement based upon specific information, instructions, or
requests given or made to the Adviser by an officer of the Trust
thereunto duly authorized.
10. Duration and Termination. This Agreement will become
effective as to a particular Fund as of the date first written above,
provided that it shall have been approved by vote of a majority of the
outstanding voting securities of such Fund, in accordance with the
requirements under the 1940 Act, and, unless sooner terminated as
provided herein, shall continue in effect until September 1, 2002.
Thereafter, if not terminated, this Agreement shall continue in effect
as to a particular Fund for successive periods of twelve months,
provided such continuance is specifically approved at least annually
(a) by the vote of a majority of those members of the Trust's Board of
Trustees who are not parties to this Agreement or interested persons of
any party to this Agreement, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the vote of a majority
of the Trust's Board of Trustees or by the vote of a majority of the
outstanding voting securities of such Fund. Notwithstanding the
foregoing, this Agreement may be terminated as to a particular Fund at
any time on sixty days' written notice, without the payment of any
penalty, by the Trust (by vote of the Trust's Board of Trustees or by
vote of a majority of the outstanding voting securities of such Fund)
or by the Adviser. This Agreement will immediately terminate in the
event of its assignment. (As used in this Agreement, the terms
"majority of the outstanding voting securities", "interested persons"
and "assignment" shall have the same meaning of such terms in the 1940
Act.)
11. 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.
12. Miscellaneous. The captions in this Agreement are included
-------------
for convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or
effect.
Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered or certified
mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the
party giving notice: if to the Trust, at 00 Xxxxx Xxxx Xxxxxx,
Xxxxxxxx, Xxxx 00000, Attention: Xxxxxx Xxxx; and if to the Adviser, at
00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, Attention: Xxxxxx X.
Xxxxxxx.
If any provision of this Agreement shall be held or made invalid
by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and shall
be governed by the laws of the State of Ohio.
The names "Huntington Funds" and "Trustees of the Huntington
Funds" refer respectively to the Trust created and the Trustees, as
trustees but not individually or personally, acting from time to time
under an Agreement and Declaration of Trust dated as of February 10,
1987 to which reference is hereby made and a copy of which is on file
at the office of the Secretary of State of The Commonwealth of
Massachusetts and elsewhere as required by law, and to any and all
amendments thereto so filed or hereafter filed. The obligations of
"Huntington Funds" entered into in the name or on behalf thereof by any
of the Trustees, representatives or agents are made not individually,
but in such capacities, and are not binding upon any of the Trustees,
shareholders or representatives of the Trust personally, but bind only
the assets of the Trust, and all persons dealing with any series of
shares of the Trust must look solely to the assets of the Trust
belonging to such series for the enforcement of any claims against the
Trust.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below as of the
day and year first above written.
HUNTINGTON FUNDS
By: /s/ Xxxxxxx X. Xxxxx
---------------------
Xxxxxxx X. Xxxxx
Title: Vice President
HUNTINGTON ASSET ADVISORS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Title: Chief Executive Officer
SCHEDULE A
TO THE INVESTMENT ADVISORY AGREEMENT
DATED AS OF May 12, 2001 BETWEEN
THE HUNTINGTON FUNDS AND
HUNTINGTON ASSET ADVISORS, INC.
Fund Name Compensation
--------------------------------------------------------------------------------
Huntington Dividend Capture Fund Annual rate of seventy-five one
hundredths of one percent (0.75%) of
the Huntington Dividend Capture Fund's
average daily net assets.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Huntington International Equity Fund Annual rate of one percent (1.00%) of
the Huntington International Equity
Fund's average daily net assets.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Huntington Mid Corp America Fund Annual rate of seventy-five one
hundredths of one percent (0.75%) of
the Huntington Mid Corp America Fund's
average daily net assets.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Huntington New Economy Fund Annual rate of eighty-five one
hundredths of one percent (0.85%) of
the Huntington New Economy Fund's
average daily net assets.
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Huntington Rotating Index Fund Annual rate of fifty one hundredths of
one percent (0.50%) of the Huntington
Rotating Index Fund's average daily
net assets.
-------------------------------------------------------------------------------
HUNTINGTON FUNDS HUNTINGTON ASSET ADVISORS, INC.
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
--------------------------- --------------------------
Xxxxxxx X. Xxxxx Xxxxxx X. Xxxxxxx
Title: Vice President Title: Chief Executive Officer
------------------------ -----------------------------------
