Exhibit (d)(vii) under Form N-1A
Exhibit 10 under Item 601/Reg. X-X
XXXXXXXXXX FUNDS
INVESTMENT ADVISORY AGREEMENT
This Agreement is made this 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 "Investment
Adviser").
WHEREAS, the Trust is registered as an open-end, diversified,
management investment company under the Investment Company Act of 1940;
and
WHEREAS, the Trust desires to retain the Investment Adviser to
render investment advisory and other services to the Trust for its U.S.
Treasury Money Market Fund, Growth Fund, Income Equity Fund, Fixed
Income Securities Fund and Short/Intermediate Fixed Income Securities
Fund (each a "Fund" and collectively the "Funds"), and the Investment
Adviser is willing to render such services as a discretionary
investment adviser on the terms and conditions hereinafter set forth;
WITNESSETH: That in consideration of the promises and mutual
covenants hereinafter contained, the parties hereto agree as follows:
1. Appointment. The Trust being duly authorized hereby
appoints the Investment Adviser to act as discretionary investment
adviser to the Trust for the Funds for the period and on the terms set
forth in this Agreement. The Investment Adviser accepts such
appointment and agrees to render the services herein set forth for the
compensation herein provided.
2. Management. Subject to the supervision of the Board of
Trustees of the Trust (the "Trustees"), the Investment Adviser will
provide a continuous investment program for each of the Funds,
including, investment research and management with respect to all
securities, investments, cash and cash equivalents in the Funds. The
Investment Adviser will determine from time to time what securities and
other instruments will be purchased, retained or sold by the Trust for
the Funds. The Investment Adviser will provide the services rendered
by it hereunder in accordance with the Funds' respective 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 Investment 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 in addition 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 each of the Funds 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 Investment Adviser will
use its reasonable best 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
Investment Adviser to solicit competitive bids for each transaction.
Consistent with its obligation, the Investment 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 are defined in Section 28(e) of the Securities Exchange
Act of 1934), statistical quotations, specifically the quotations
necessary to determine a Fund's net asset value, and other information
provided to the applicable Fund or to the Investment Adviser or its
affiliates to or for the benefit of any Fund and/or other accounts over
which the Investment 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
Investment Adviser is authorized to pay a broker or dealer who provides
such brokerage and research services a commission for effecting a
securities transaction for any Fund which is in excess of the amount of
commission another broker or dealer would have charged for effecting
the transaction if the Investment 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 Investment Adviser with respect to the accounts
as to which it or its affiliates exercise investment discretion; and
(c) will maintain books and records with respect to the
securities transactions of each 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 Investment Adviser hereunder are not to be deemed
exclusive, and the Investment Adviser shall be free to render similar
services to others so long as its services under this Agreement are not
impaired thereby. The Investment Adviser shall provide fair and
equitable treatment to the Funds in the selection of portfolio
instruments and the allocation of investment opportunities; the
Investment Adviser is not required to give the Funds 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 Investment Adviser hereby agrees that all records which it
maintains for the Funds are the property of the Trust and further
agrees to surrender promptly to the Trust any of such records up on the
Trust's request. The Investment Adviser further agrees to preserve for
the periods prescribed by Rule 31a-2 the records required to be
maintained by Rule 31a-1 and to comply in full with the 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
Investment 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 Funds.
In addition, if the expenses borne by any Fund (including fees
payable pursuant to this Agreement and the Administration Agreement but
excluding interest, taxes, brokerage and, if permitted by the relevant
state securities commissions, extraordinary expenses) in any fiscal
year of such Fund exceed the applicable expense limitations imposed by
the securities regulations of any state in which the shares of any such
Fund are registered or qualified for sale to the public, the Investment
Adviser shall reimburse such Fund monthly for a portion of any such
excess in an amount equal to the proportion that the fees otherwise
payable to the Investment Adviser bear to the total amount of
investment advisory and administration fees otherwise payable to the
Investment Adviser during such fiscal year pursuant to paragraph 6
hereof.
6. Compensation. For the services provided and the expenses
assumed pursuant to this Agreement with respect to each fund, the Trust
will pay the Investment Adviser, and the Investment Adviser will accept
as full compensation therefore, a fee representing the percentage of
the average daily net asset value of such Fund, computed daily and
payable monthly at the annual rate set forth opposite each fund's name
below:
U.S. Treasury Money Market Fund .20 of 1%
Growth Fund .60 of 1%
Income Equity Fund .60 of 1%
Fixed Income Securities Fund .50 of 1%
Short/Intermediate Fixed
Income Securities Fund .50 of 1%
The Investment Adviser hereby waives such fee with respect to the
U.S. Treasury Fund until such Fund's net assets equal or exceed
$50,000,000.
7. Limitation of Liability of the Investment Adviser;
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Indemnification.
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(a) The Investment Adviser shall 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
misfeasance, 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
Investment Adviser, its directors, officers and employees and each
person who controls the Investment 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 Investment Adviser or any of its
directors, officers, employees or controlling persons may become
subject by virtue of the Investment Adviser being or having been the
Investment Adviser of the Trust;
(ii) the words "claims," "actions," "suits," or
"proceedings" shall apply to all claims, actions, suits 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
belief 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, bed faith, gross negligence or reckless disregard of the
duties involved in the conduct of his office;
(A) by the court or other body approving the
settlement; or
(B) 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
(C) 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 shall insure 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 under 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 any 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 any
such Fund if its is ultimately determined that he is not entitled to
indemnification under this Section 7; provided however, that either (i)
such Covered Person shall have provided appropriate security for such
undertaking, (ii) the Trust shall be insured again 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 be
effective as of the date on which the Trust commences operations, and
unless sooner terminated as provided herein, shall continue until
September 1, 1990. Thereafter, if not terminated, this Agreement shall
continue in effect as to a particular 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 any Fund, by vote
of a majority of the outstanding voting securities of such Fund;
provided, however that this Agreement may be terminated by the Trust as
to any Fund or all the Funds at any time, without the payment of any
penalty, by the Trustees or, with respect to any Fund, by a vote of a
majority of the outstanding voting securities of such Fund on 60 days'
written notice to the Investment Adviser, or by the Investment Adviser
as to any Fund at any time, without payment of any penalty, 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 no amendment of this Agreement shall be effective with respect to
any Fund until approved by vote of a majority of the Fund's outstanding
voting securities.
10. (A) Representations and Warranties. The Investment
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Adviser hereby represents and warrants as follows:
(1) The Investment Adviser is exempt from registration
under the Investment Advisers Act of 1940, as amended;
(2) The Investment Adviser has all requisite authority to
enter into, execute, deliver and perform its
obligations under this Agreement;
(3) This Agreement is the legal, valid and binding
obligation of the Investment Adviser, and is
enforceable in accordance with its terms; and
(4) The performance by the Investment Adviser of its
obligations under this Agreement does not conflict
with any law or regulation to which it is subject.
(B) Covenants. The Investment Adviser hereby covenants
and agrees that, so long as this Agreement shall remain in effect:
(1) The Investment Adviser shall remain exempt from
registration or shall become registered under the
Investment Advisers Act of 1940; and
(2) The performance by the Investment Adviser of its
obligations under this Agreement shall not conflict
with any law to which it is then subject.
(C) The Trust hereby covenants and agrees that, so long
as this Agreement shall remain in effect, it shall furnish the
Investment Adviser from time to time with copies of the following
documents, if and when effective, pertaining to the Trust or the Funds
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 Investment
Adviser may reasonably request.
11. 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 Investment Adviser at 00
Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, or (2) to the Trust at 000
Xxxxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxxxxx 00000.
12. Waiver. With full knowledge of the circumstances and the
effect of its action, the Investment 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.
13. Captions. The captions in this Agreement are included for
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convenience of reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
14. Severability. If any provision of this Agreement shall be
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held or made invalid by a court decision, statute, rule or otherwise,
the remainder of this Agreement shall not be affected thereby.
15. Binding Effect. This Agreement shall be binding upon and
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shall inure to the benefit of the parties hereto and their respective
successors.
16. 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, each of the parties hereto has caused this
instrument to be executed in its name and on its behalf by its duly
authorized representative and its seal to be hereunder affixed as of
the date first above written.
Attest: HUNTINGTON FUNDS
/s/ Xxxxxx Xxxxxx By:/s/ Xxxxxxx X. Xxxxx
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Xxxxxx Xxxxxx Xxxxxxx X. Xxxxx
HUNTINGTON ASSET ADVISORS, INC.
/s/ Xxx Xxxx By: /s/ Xxxxxx X. Xxxxxxx
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Xxx Xxxx Xxxxxx X. Xxxxxxx
