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EXHIBIT (d)(vi)(1)
THE HUNTINGTON FUNDS
INTERIM SUB-ADVISORY AGREEMENT
HUNTINGTON FLORIDA TAX-FREE MONEY FUND
THIS AGREEMENT is made between The Huntington National Bank, a national
banking association (hereinafter referred to as "Adviser") and Fort Washington
Advisors, Inc., a registered investment adviser located in Cincinnati, Ohio
(hereinafter referred to as the "Sub-Adviser").
B A C K G R O U N D
1. Countrywide Investments, Inc. ("Countrywide") served as the sub-adviser to
The Huntington National Bank ("Huntington") with respect to management of the
Huntington Florida Tax-Free Money Fund, pursuant to a Sub-Advisory Agreement
dated as of October 27, 1999 (the "Sub-Advisory Agreement").
2. Effective May 1, 2000, Countrywide will move its investment advisory
personnel and operations responsible for the Huntington Florida Tax-Free Money
Fund to its affiliate Fort Washington Investment Advisors, Inc.
3. The Sub-Advisory Agreement will automatically terminate on May 1, 2000 as a
result of the foregoing changes.
4. Huntington desires to retain the Sub-Adviser to provide the same sub-advisory
services previously provided by Countrywide.
A G R E E M E N T
In consideration of the foregoing and other good and valuable
consideration, the parties, intending to be legally bound, agree as follows:
(a) Sub-Adviser agrees to furnish to Adviser in its capacity as investment
adviser to the Huntington Florida Tax-Free Money Fund (the "Fund"), a portfolio
of The Huntington Funds ("Trust"), such investment advice, statistical and other
factual information, as may from time to time be reasonably requested by Adviser
for the Fund which may be offered in one or more classes of shares.
(b) For its services under this Agreement, Sub-Adviser shall receive from
Adviser a monthly fee, no greater than the compensation the Sub-Adviser would
have received under the Sub-Advisory Agreement, as set forth in Exhibit A
hereto.
(c) The compensation earned under this Agreement will be held in an
interest-bearing escrow account with the Fund's custodian. If a majority of the
Fund's outstanding voting securities do not
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approve a contract with the Sub-Adviser, the Sub-Adviser will be paid, out of
the escrow account, the lesser of: (i) any costs incurred in performing this
Agreement (plus interest earned on that amount while in escrow); or (ii) the
total amount in the escrow account (plus interest earned).
(d) This Agreement shall be effective as of May 1, 2000 and shall remain in
effect for the Fund for no more than 150 days or until the shareholders of the
Fund vote to approve or disapprove a new sub-advisory agreement with the
Sub-Adviser, at a meeting called for such purpose, whichever is earlier.
(e) Notwithstanding any provision to the contrary, this Agreement may be
terminated at any time without the payment of any penalty: (a) by the Trustees
of the Trust or by a vote of a majority of the outstanding voting securities (as
defined in Section 2(a) (42) of the Investment Company Act of 1940) of the Fund
upon ten (10) calendar days' written notice to the Sub-Adviser; or (b) by
Adviser upon ten (10) calendar days' written notice to the Sub-Adviser.
(f) This Agreement shall automatically terminate: (a) in the event of its
assignment (as defined in the Investment Company Act of 1940); or (b) in the
event of termination of the Investment Advisory Agreement between the Trust and
the Adviser as to the Fund (the "Investment Advisory Agreement") for any reason
whatsoever.
(g) So long as both Adviser and Sub-Adviser shall be legally qualified to act as
an investment adviser to the Fund, neither Adviser nor Sub-Adviser shall act as
an investment adviser (as such term is defined in the Investment Company Act of
1940) to the Fund except as provided herein and in the Investment Advisory
Agreement or in such other manner as may be expressly agreed between Adviser and
Sub-Adviser.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, as of this 26th day
of April, 2000.
ATTEST: THE HUNTINGTON NATIONAL BANK
By:
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
FORT WASHINGTON INVESTMENT
ADVISORS, INC.
By:
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EXHIBIT A
THE HUNTINGTON FUNDS
HUNTINGTON FLORIDA TAX-FREE MONEY FUND
INTERIM SUB-ADVISORY AGREEMENT
For all services rendered by Sub-Adviser hereunder, Adviser shall pay
into an interest-bearing escrow account with the Fund's custodian at the end of
each month a Sub-Advisory Fee equal to the annual rate of 0.20% of the average
daily net assets ("Net Assets") of the Fund during such month.
In the event that a new sub-advisory agreement with the Sub-Adviser is
approved by a vote of a majority of the outstanding voting securities of the
Fund (as defined in Section 2(a)(42) of the Investment Company Act of 1940)
prior to the expiration of this Agreement, the total amount in the escrow
account (including interest earned) will be paid to the Sub-Adviser.
In the event that a new sub-advisory agreement with the Sub-Adviser is
not approved by a vote of a majority of the outstanding voting securities of the
Fund prior to the expiration of this Agreement, the Sub-Adviser will be paid,
out of the escrow account, the lesser of: (1) any costs incurred in performing
this Agreement (plus interest earned on that amount while in escrow); or (2) the
total amount in the escrow account (plus interest earned). Any balance remaining
in the escrow account following such disbursement shall be paid to Adviser.
This Exhibit duly incorporates by reference the Interim Sub-Advisory
Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, as of this 26th day
of April, 2000.
ATTEST: THE HUNTINGTON NATIONAL BANK
By:
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Xxxxxxx X. Xxxxxxxx
Senior Vice President
FORT WASHINGTON INVESTMENT
ADVISORS, INC.
By:
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