1
EXHIBIT (d)(vi)
THE HUNTINGTON FUNDS
INVESTMENT ADVISORY AGREEMENT
(RESTATED APRIL 26, 2000)
HUNTINGTON FLORIDA TAX-FREE MONEY FUND
This Agreement is made as of the 26th day of April, 2000, by and
between The Huntington Funds, a business trust organized under the laws of the
Commonwealth of Massachusetts (herein called the "Trust") and The Huntington
National Bank, a national bank (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 its Money Market Fund, Ohio Municipal
Money Market Fund, and Ohio Tax-Free Fund portfolios pursuant to a separate
Investment Advisory Agreement dated September 15, 1988; and for its U.S.
Treasury Money Market Fund, Growth Fund, Income Equity Fund, Fixed Income
Securities Fund and Short/Intermediate Fixed Income Securities Fund portfolios
pursuant to a separate Investment Advisory Agreement dated April 25, 1989; and
for its Mortgage Securities Fund pursuant to a separate Investment Advisory
Agreement dated April 24, 1992; and for its Michigan Tax-Free Fund pursuant to a
separate Investment Advisory Agreement dated September 5, 1997; and for its
Intermediate Government Income Fund pursuant to a separate Investment Advisory
Agreement dated November 21, 1997;
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
2
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
2
3
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 from in excess of $1 billion.
7. Limitation of Liability of the Adviser; Indemnification.
(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.
3
4
(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.
4
5
8. Duration and Termination. This Agreement shall be effective as of the date on
which the Initial Registration Statement on Form N-1A filed with the Securities
and Exchange Commission with respect to the Fund becomes effective and, unless
sooner terminated as provided herein, shall continue until two years after such
date. 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 and warrants
as follows:
(a) The Adviser is exempt from registration under the Investment Advisers Act of
1940, as amended;
(b) The Adviser has all requisite authority to enter into, execute, deliver and
perform its obligations under this Agreement;
(c) This Agreement is the legal, valid and binding obligation of the Adviser,
and is enforceable in accordance with its terms; and
(d) 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.
5
6
(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 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 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 inure to the
benefit of the parties and their respective successors.
17. Governing Law. This Agreement is executed in the state of 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: THE HUNTINGTON FUNDS
_____________________________ By: ________________________________
Attest: THE HUNTINGTON NATIONAL BANK
_____________________________ By: ________________________________
6
