Exhibit d(iv) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUBADVISORY AGREEMENT
This Subadvisory Agreement ("Agreement") is entered into as of April
30, 2004, by and among The Huntington Funds, a Massachusetts business
trust (the "Trust"), Huntington Asset Advisors, Inc., an investment
adviser registered under the Investment Advisers Act of 1940 (the
"Adviser"), and Laffer Investments, Inc. (the "Subadviser"), a California
corporation.
Recitals:
The Trust is an open-end investment management company registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), and
has nineteen portfolios, including the Huntington Macro 100 Fund (the
"Fund");
The Trust and the Adviser have entered into an advisory agreement
dated as of May 12, 2001 (the "Advisory Agreement"), pursuant to which, as
amended, the Adviser provides portfolio management services to the Fund
and the other portfolios of the Trust;
The Advisory Agreement contemplates that the Adviser may fulfill its
portfolio management responsibilities under the Advisory Agreement by
engaging one or more subadvisers; and
The Adviser and the Board of Trustees of the Trust ("Trustees")
desire to retain the Subadviser to act as sub-investment manager of the
Fund and to provide certain other services, and the Subadviser desires to
perform such services under the terms and conditions hereinafter set forth.
Agreement:
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth in this Agreement, the Trust, the Adviser and the
Subadviser agree as follows:
1. Delivery of Documents. The Trust has furnished the Subadviser
with copies, properly certified or otherwise authenticated, of each of the
following:
(a) The Trust's Declaration of Trust ("Declaration of Trust");
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as the
investment subadviser to the Fund and approving the form of
this Agreement;
(d) Resolutions of the Trustees selecting the Adviser as
investment adviser to the Fund and approving the form of the
Investment Advisory Agreement and resolutions adopted by the
initial shareholder of the Fund approving the form of the
Investment Advisory Agreement;
(e) The Adviser's Investment Advisory Agreement;
(f) The Trust's registration statement, including the Fund's
prospectus and statement of additional information
(collectively called the "Prospectus"); and
(g) The Adviser's Proxy Voting Policy.
The Adviser will furnish the Subadviser from time to time with
copies, properly certified or otherwise authenticated, of all amendments
of or supplements to the foregoing, if any. The Adviser will also furnish
the Subadviser with copies of the documents listed on Schedule 1 to this
Agreement, and shall promptly notify the Subadviser of any material change
in any of the Fund's investment objectives, policies, limitations,
guidelines or procedures set forth in any of the documents listed in
Schedule 1.
The Subadviser has furnished the Adviser with a copy of the
Subadviser's Form ADV most recently filed with the Securities and Exchange
Commission, (which Form ADV includes a description of the Subadviser's
policies regarding allocation of securities among clients with common
investment objectives, soft dollars and brokerage selection) and the code
of ethics established by the Subadviser pursuant to Rule 17j-1 under the
1940 Act ("Subadviser's Code of Ethics"). The Subadviser will promptly
furnish the Adviser with copies of any amendments to such documents. The
Subadviser will also provide the Adviser with the Subadviser's approved
list of securities for equity portfolios and any updates or revisions
thereto at least monthly.
The Subadviser will also provide Adviser and the Trust's designated
agents with a list and specimen signatures of the parties who are
authorized to act on behalf of the Subadviser and will promptly notify
Adviser in writing of any changes thereto.
2. Investment Services. Subject to the supervision and review of
the Adviser and the Trustees, the Subadviser will manage the investments
of the Fund on a discretionary basis, including the purchase, retention
and disposition of securities, in accordance with the investment policies,
objectives and restrictions of the Fund as set forth in the Fund's
Prospectus, and in conformity with the 1940 Act, the Internal Revenue Code
of 1986, as amended (including the requirements for qualification as a
regulated investment company), all other applicable laws and regulations,
instructions and directions received in writing from the Adviser or the
Board of Trustees, and the provisions contained in the documents delivered
to the Subadviser pursuant to Section 1 above, as each of the same may
from time to time be amended or supplemented, and copies delivered to the
Subadviser.
The Subadviser will discharge its duties under this Agreement with
the care, skill, prudence, and diligence under the circumstances then
prevailing that a prudent person acting in the capacity of an investment
adviser to a registered investment company and familiar with such matters
would use. The Subadviser will, at its own expense:
(a) Manage on a discretionary basis the Fund's investments and
determine from time to time what securities will be purchased,
retained, sold or loaned by the Fund, and what portion of the
Fund's assets will be invested or held uninvested as cash.
(b) Place orders with or through such persons, brokers or dealers
to carry out the policy with respect to brokerage as set forth
in the Fund's Prospectus or as the Trustees may direct from
time to time, subject to the Subadviser's duty to obtain best
execution.
In using its best efforts to obtain for the Fund best
execution, the Subadviser, bearing in mind the Fund's best
interests at all times, shall consider all factors it deems
relevant, including by way of illustration, price, the size of
the transaction, the nature of the market for the security,
the amount of the commission, the timing of the transaction,
taking into account market prices and trends, the reputation,
experience and financial stability of the broker or dealer
involved and the quality of service rendered by the broker or
dealer in other transactions. Subject to such policies as the
Trustees of the Trust may determine, the Subadviser shall not
be deemed to have acted unlawfully or to have breached a duty
created by this Agreement or otherwise, solely by reason of
its having caused the Fund to pay a broker or dealer that
provides brokerage and research services to the Subadviser or
the Adviser an amount of commission for effecting a Fund
investment transaction that is greater than the amount of
commission that another broker or dealer would have charged
for effecting the transaction.
(c) Submit such reports and information relating to the valuation
of the Fund's securities as the Adviser or the Board may
reasonably request.
(d) Maintain detailed books and records of all matters pertaining
to the Fund (the "Fund's Books and Records"), including,
without limitation, a daily ledger of such assets and
liabilities relating thereto, and brokerage and other records
of all securities transactions. The Fund's Books and Records
shall be available to the Adviser and the Trust at any time
upon request and shall be available for telecopying without
delay to the Adviser or the Trust during any day that the Fund
is open for business.
(e) Adhere to the Adviser's Proxy Voting Policy when voting
securities in the Fund's portfolio.
(f) From time to time, as the Adviser or the Trustees may
reasonably request, furnish the Adviser and to each of the
Trustees reports of Fund transactions and reports on
securities held in the Fund's portfolio, all in such detail as
the Adviser or the Trustees may reasonably request.
(g) Inform the Adviser and the Trustees of material or significant
changes in investment strategy or tactics or in key personnel
of the Subadviser (including any change in the personnel who
manage the investments of the Fund.)
(h) Make its officers and employees available to meet with the
Trustees and the Adviser at such times and with such frequency
as the Trustees or the Adviser reasonably requests, on due
notice to the Subadviser, but at least annually, to review the
Fund's investments in light of current and prospective market
conditions.
(i) Furnish to the Trustees such information as may be requested
by the Trustees and as reasonably necessary in order for the
Trustees to evaluate this Agreement or any proposed amendments
hereto for the purpose of casting a vote pursuant to Section
12 or 13 hereof. Furnish to the Adviser such information as
may be requested by the Adviser and reasonably necessary in
order for the Adviser to evaluate this Agreement and the
Subadviser's performance hereunder.
(j) The Subadviser will advise the Adviser, and, if instructed by
the Adviser, the Fund's custodian [and fund accountant] on a
prompt basis each day by electronic communication of each
confirmed purchase and sale of a Fund security specifying the
name of the issuer, the full description of the security
including its class, and amount or number of shares of the
security purchased or sold, the market price, commission,
government charges and gross or net price, trade date,
settlement date, and identity of the effecting broker or
dealer and, if different, the identity of the clearing broker.
(k) Cooperate generally with the Fund and the Adviser to provide
information requested by them in the possession of the
Subadviser, or reasonably available to it, necessary for the
preparation of registration statements and periodic reports to
be filed by the Fund or the Adviser with the Securities and
Exchange Commission, including Form N-1A, semi-annual reports
on Form N-SAR and Form N-CSR, periodic statements, shareholder
communications and proxy materials furnished to holders of
shares of the Fund, filings with state "blue sky" authorities
and with United States agencies responsible for tax matters,
and other reports and filings of like nature.
(l) Allow Adviser, its representative, internal or external
auditors and regulators to visit and audit Subadviser's
operations relating to Subadviser's services under this
Agreement at such times and frequencies as Adviser reasonably
requests, at reasonable times and upon reasonable notice, but
at least annually.
(m) Deliver instructions or directions to Adviser via such written
or oral reports as the Fund's custodian and fund accountant
may require. Subadviser shall instruct all brokers, dealers
or other persons executing orders with respect to the Fund to
forward to Adviser copies of all brokerage or dealer
confirmations promptly after execution of all transactions.
(n) Comply with all requirements of Rule 17j-1 under the 1940 Act
("Rule 17j-1") including the requirement to submit its Code of
Ethics and any material changes thereto to the Trustees for
approval, and any similar requirements as may be adopted under
the Investment Advisers Act of 1940 ("Advisers Act"). The
Subadviser will submit any material change in its Code of
Ethics to the Trustees promptly after the adoption of such
change. The Subadviser will promptly report any significant
violations of its Code of Ethics or procedures and any related
sanctions to the Trustees and will provide a written report to
the Trustees at least annually in accordance with the
requirements of Rule 17j-1 under the Advisers Act. The
Subadviser will also require that its Access Persons (as such
term is defined in Rule 17j-1) provide the Subadviser with
quarterly personal investment transaction reports and initial
and annual holdings reports, and otherwise require such of
those persons as is appropriate to be subject to the
Subadviser's Code of Ethics.
(o) Adopt and implement by October 5, 2004, a compliance program
in accordance with Rule 206(4)-7 under the Advisers Act.
3. Expenses Paid by the Subadviser. The Subadviser will pay the
cost of maintaining the staff and personnel necessary for it to perform
its obligations under this Agreement, the expenses of office rent,
telephone, telecommunications and other facilities it is obligated to
provide in order to perform the services specified in Section 2, and any
other costs and expenses incurred by it in connection with the performance
of its duties hereunder.
4. Expenses of the Fund Not Paid by the Subadviser. The
Subadviser will not be required to pay any expenses which this Agreement
does not expressly state shall be payable by the Subadviser. In
particular, and without limiting the generality of the foregoing, the
Subadviser will not be required to pay under this Agreement:
(a) the compensation and expenses of Trustees and of independent
advisers, independent contractors, consultants, managers and
other agents employed by the Trust or the Fund other than
through the Subadviser;
(b) legal, accounting and auditing fees and expenses of the Trust
or the Fund;
(c) the fees and disbursements of custodians and depositories of
the Trust or the Fund's assets, transfer agents, disbursing
agents, plan agents and registrars;
(d) taxes and governmental fees assessed against the Trust or the
Fund's assets and payable by the Trust or the Fund;
(e) the cost of preparing and mailing dividends, distributions,
reports, notices and proxy materials to shareholders of the
Trust or the Fund except that the Subadviser shall bear the
costs of providing the information referred to in Section 2(j)
and (k) to the Adviser;
(f) brokers' commissions and underwriting fees; and
(g) the expense of periodic calculations of the net asset value of
the shares of the Fund.
5. Registration as an Adviser. The Subadviser hereby represents
and warrants that it is registered as an investment adviser under the
Advisers Act, and covenants that it intends to remain so registered for
the duration of this Agreement. Subadviser shall notify the Adviser
immediately in the event that Subadviser ceases to be registered as an
investment adviser under the Advisers Act.
6. Compensation of the Subadviser. For all services to be
rendered, facilities furnished and expenses paid or assumed by the
Subadviser as herein provided for the Fund, the Adviser will pay the
Subadviser an annual fee equal to 0.50% of the Fund's average daily net
assets. Such fee shall accrue daily and be paid monthly. The "average
daily net assets" of the Fund shall be determined on the basis set forth
in the Fund's Prospectus or, if not described therein, on such basis as is
consistent with the 1940 Act and the regulations promulgated thereunder.
The Subadviser will receive a pro rata portion of such monthly fee for any
periods in which the Subadviser advises the Fund less than a full month.
The Subadviser understands and agrees that neither the Trust nor the Fund
has any liability for the Subadviser's fee hereunder. Calculations of the
Subadviser's fee will be based on average net asset values as provided by
the Adviser or the Trust.
In addition to the foregoing, the Subadviser may from time to time
agree in writing not to impose all or a portion of its fee otherwise
payable hereunder (in advance of the time such fee or portion thereof
would otherwise accrue) and/or undertake to pay or reimburse the Fund for
all or a portion of its expenses not otherwise required to be borne or
reimbursed by the Subadviser. Any such fee reduction or undertaking may
be discontinued or modified by the Subadviser at any time.
7. Other Activities of the Subadviser and Its Affiliates.
Nothing herein contained shall prevent the Subadviser or any of its
affiliates or associates from engaging in any other business or from
acting as investment adviser or investment manager for any other person or
entity, whether or not having investment policies or a portfolio similar
to the Fund. It is specifically understood that officers,
trustees/directors and employees of the Subadviser and those of its
affiliates may engage in providing portfolio management services and
advice to other investment advisory clients of the Subadviser or of its
affiliates.
8. Avoidance of Inconsistent Position. In connection with
purchases or sales of portfolio securities for the account of the Fund,
neither the Subadviser nor any of its trustees/directors, officers or
employees will act as principal or agent or receive any commission, except
in compliance with applicable law and the relevant procedures of the
Fund. The Subadviser shall not knowingly recommend that the Fund
purchase, sell or retain securities of any issuer in which the Subadviser
has a financial interest without obtaining prior approval of the Adviser
prior to the execution of any such transaction.
Nothing herein contained shall limit or restrict the Subadviser or
any of its officers, affiliates or employees from buying, selling or
trading in any securities for its or their own account or accounts. The
Trust and Fund acknowledge that the Subadviser and its officers,
affiliates and employees, and its other clients may at any time have,
acquire, increase, decrease or dispose of positions in investments which
are at the same time being acquired or disposed of by the Fund. The
Subadviser shall have no obligation to acquire with respect to the Fund, a
position in any investment which the Subadviser, its officers, affiliates
or employees may acquire for its or their own accounts or for the account
of another client if, in the sole discretion of the Subadviser, it is not
feasible or desirable to acquire a position in such investment on behalf
of the Fund. Nothing herein contained shall prevent the Subadviser from
purchasing or recommending the purchase of a particular security for one
or more funds or clients while other funds or clients may be selling the
same security. The Subadviser expressly acknowledges and agrees, however,
that in any of the above described transactions, and in all cases, the
Subadviser is obligated to fulfill its fiduciary duty as Subadviser to the
Fund and it shall require such of its Access Persons as is appropriate to
comply with the requirements of the Subadviser's Code of Ethics.
When a security proposed to be purchased or sold for the Fund is
also to be purchased or sold for other accounts managed by the Subadviser
at the same time, the Subadviser shall make such purchase or sale on a
pro-rata, rotating or other equitable basis so as to avoid any one account
being preferred over any other account. The Subadviser shall disclose to
the Adviser and to the Trustees the method used to allocate purchases and
sales among the Subadviser's investment advisory clients.
9. No Partnership or Joint Venture. The Trust, the Fund, the
Adviser and the Subadviser are not partners of or joint venturers with
each other and nothing herein shall be construed so as to make them such
partners or joint venturers or impose any liability as such on any of them.
10. Limitation of Liability and Indemnification.
(a) In the absence of willful misfeasance, bad faith or gross
negligence on the part of the Subadviser, or of reckless
disregard of its obligations and duties hereunder, the
Subadviser shall not be subject to any liability to the
Adviser, the Trust or the Fund, any shareholder of the Fund,
or to any person, firm or organization, for any act or
omission in the course of or connected with, rendering
services hereunder. Nothing herein, however, shall derogate
from the Subadviser's obligations under federal and state
securities laws. Any person, even though also employed by the
Subadviser, who may be or become an employee of and paid by
the Trust or the Fund shall be deemed, when acting within the
scope of his employment by the Trust or the Fund, to be acting
in such employment solely for the Trust or the Fund and not as
the Subadviser's employee or agent. Subadviser will maintain
appropriate fidelity bond insurance coverage in a reasonable
amount and shall provide evidence of such coverage upon
request of Adviser.
(b) In the absence of willful misfeasance, bad faith or gross
negligence on the part of Adviser, or reckless disregard of
its obligations and duties hereunder, Adviser shall not be
subject to any liability to Subadviser for any act or omission
in the course of or connected with, the Adviser's carrying out
its duties and obligations under this Agreement.
(c) Subadviser and Adviser shall each defend, indemnify and hold
harmless the other party and the other party's affiliates,
officers, trustees/directors, members, employees and agents,
from and against any claim, loss, liability, damages,
deficiency, penalty, cost or expense (including without
limitation reasonable attorneys' fees and disbursements for
external counsel) resulting from the reckless disregard of the
indemnifying party's obligations and duties hereunder or
willful misfeasance, bad faith or gross negligence on the part
of the indemnifying party, its officers, trustees/directors,
members, employees and agents with respect to this Agreement
or the Fund whether such claim, loss, liability, damages,
deficiency, penalty, cost or expense was incurred or suffered
directly or indirectly.
11. Assignment and Amendment. This Agreement may not be assigned
by the Subadviser, and shall automatically terminate, without the payment
of any penalty, in the event of: (a) its assignment, including any change
in control of the Adviser or the Subadviser which is deemed to be an
assignment under the 1940 Act, or (b) the termination of the Investment
Advisory Agreement. Trades that were placed prior to such termination
will not be canceled; however, no new trades will be placed after notice
of such termination is received. Termination of this Agreement shall not
relieve the Adviser or the Subadviser of any liability incurred hereunder.
The terms of this Agreement shall not be changed unless such change
is agreed to in writing by the parties hereto and is approved by the
affirmative vote of a majority of the Trustees of the Trust voting in
person, including a majority of the Trustees who are not interested
persons of the Trust, the Adviser or the Subadviser, at a meeting called
for the purpose of voting on such change, and (to the extent required by
the 0000 Xxx) unless also approved at a meeting by the affirmative vote of
the majority of outstanding voting securities of the Fund.
12. Duration and Termination. This Agreement shall become
effective as of the date first above written and shall remain in full
force and effect for a period of two years from such date, and thereafter
for successive periods of one year (provided such continuance is approved
at least annually in conformity with the requirements of the 0000 Xxx)
unless the Agreement is terminated automatically as set forth in Section
11 hereof or until terminated as follows:
(a) The Trust or the Adviser may at any time terminate this
Agreement, without payment of any penalty, by not more than 60
days' prior written notice delivered or mailed by registered
mail, postage prepaid, or by nationally recognized overnight
delivery service, receipt requested, to the Subadviser.
Action of the Trust under this subsection may be taken either
by (i) vote of its Trustees, or (ii) the affirmative vote of
the outstanding voting securities of the Fund; or
(b) The Subadviser may at any time terminate this Agreement by not
less than one hundred twenty (120) days' prior written notice
delivered or mailed by registered mail, postage prepaid, or by
nationally recognized overnight delivery service, receipt
requested, to the Adviser.
Termination of this Agreement pursuant to this Section shall be
without payment of any penalty.
Fees payable to Subadviser for services rendered under this
Agreement will be prorated to the date of termination of the Agreement.
In the event of termination of this Agreement for any reason, the
Subadviser shall, immediately upon receiving notice of termination or a
receipt acknowledging delivery of a notice of termination to Adviser, or
such later date as may be specified in such notice, cease all activity on
behalf of the Fund and with respect to any of its assets, except as
expressly directed by the Adviser, and except for the settlement of
securities transactions already entered into for the account of the Fund.
In addition, the Subadviser shall deliver copies of the Fund's Books and
Records to the Adviser upon request by such means and in accordance with
such schedule as the Adviser shall reasonably direct and shall otherwise
cooperate, as reasonably directed by the Adviser, in the transition of
Fund investment management to any successor to the Subadviser, including
the Adviser.
13. Approval of Agreement. The parties hereto acknowledge and
agree that the obligations of the Trust, the Adviser, and the Subadviser
under this Agreement shall be subject to the following condition
precedent: this Agreement shall have been approved by the vote of a
majority of the Trustees, who are not interested persons of the Trust, the
Adviser or the Subadviser, at a meeting called for the purpose of voting
on such approval.
14. Miscellaneous.
(a) The captions in this Agreement are included for convenience of
reference only and in no way define or limit any of the
provisions hereof or otherwise affect their construction or
effect. This Agreement may be executed simultaneously in two
or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument. The obligations of the Trust and the
Fund are not personally binding upon, nor shall resort to the
private property of, any of the Trustees, shareholders,
officers, employees or agents of the Trust or the Fund, but
only the Fund's property shall be bound. The Trust or the
Fund shall not be liable for the obligations of any other
series of the Trust.
(b) Any information supplied by the Trust or the Adviser to the
Subadviser in connection with the performance of its duties
hereunder, or learned by the Subadviser as a result of its
position as Subadviser to the Fund, which is not otherwise in
the public domain, is to be regarded as confidential and for
use only by the Subadviser in connection with the performance
of its duties hereunder. Any information supplied by the
Subadviser, which is not otherwise in the public domain, in
connection with the performance of its duties hereunder is to
be regarded as confidential and for use only by the Adviser,
the Fund and/or its agents, and only in connection with the
Fund and its investments. Any such information in the hands
of either party may be disclosed as necessary to comply with
any law, rule, regulation or order of a court or government
authority.
(c) The Subadviser agrees to submit any proposed sales literature
(including advertisements, whether in paper, electronic or
Internet medium) for the Trust, the Fund, the Subadviser or
for any of its affiliates which mentions the Trust, the Fund
or Adviser (other than the use of the Fund's name in a list of
clients of the Subadviser) to the Adviser and to the Fund's
distributor for review and filing with the appropriate
regulatory authority prior to public release of any such sales
literature; provided, however, that nothing herein shall be
construed so as to create any obligation or duty on the part
of the Subadviser to produce sales literature for the Trust or
the Fund. The Trust and the Adviser agree to submit any
proposed sales literature that mentions the Subadviser to the
Subadviser for review prior to use and the Subadviser agrees
to promptly review such materials by a reasonable and
appropriate deadline. The Trust agrees to cause the Adviser
and the Trust's distributor to promptly review all such sales
literature for compliance with relevant requirements, to
promptly advise the Subadviser of any deficiencies contained
in such sales literature, and to promptly file complying sales
literature with the relevant authorities.
(d) All notices, consents, waivers and other communications under
this Agreement must be in writing and, other than notices
governed by Section 12 above, will be deemed to have been duly
given when (i) delivered by hand (with written confirmation of
receipt), (ii) sent by telecopier, provided that receipt is
confirmed by return telecopy and a copy is sent by overnight
mail via a nationally recognized overnight delivery service
(receipt requested); (iii) when received by the addressee, if
sent via a nationally recognized overnight delivery service
(receipt requested) or U.S. mail (postage prepaid), in each
case to the appropriate address and telecopier number set
forth below (or to such other address and telecopier number as
a party may designate by notice to the other parties):
Subadviser: Laffer Investments, Inc.
______________
______________
Attention: __________
Facsimile Number: ____________
Telephone Number:
Adviser: Huntington Asset Advisors, Inc.
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Investment Officer
Facsimile Number: ____________
Telephone Number:
Trust: The Huntington Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: 000-000-0000
Telephone Number:
(e) For purposes of this Agreement: (i) "affirmative vote of a
majority of the outstanding voting securities of the Fund"
means the affirmative vote, at an annual meeting or a special
meeting of the shareholders of the Fund, duly called and held,
(A) of 67% or more of the shares of the Fund present (in
person or by proxy) and entitled to vote at such meeting, if
the holders of more than 50% of the outstanding shares of the
Fund entitled to vote at such meeting are present (in person
or by proxy), or (B) of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting, whichever
is less; and (ii) "interested person" and "assignment" shall
have the respective meanings as set forth in the 1940 Act,
subject, however, to such exemptions as may be granted by the
Securities and Exchange Commission under said Act.
(f) This Agreement shall be construed in accordance with the laws
of the State of Ohio and the applicable provisions of the 1940
Act.
(g) The provisions of this Agreement are independent of and
separable from each other and no provision shall be affected
or rendered invalid or unenforceable by virtue of the fact
that for any reason any other or others of them may be deemed
invalid or unenforceable in whole or in part.
(h) Subadviser agrees to maintain the security and confidentiality
of nonpublic personal information (NPI") of Fund customers and
consumers, as those terms are defined in Xxxxxxxxxx X-X, 00
XXX Part 248. Subadviser agrees to use and redisclose such
NPI for the limited purposes of processing and servicing
transactions; for specific law enforcement and miscellaneous
purposes; and to service providers or in connection with joint
marketing arrangements directed by the Fund, in each instance
in furtherance of fulfilling Subadviser's obligations under
this Agreement and consistent with the exceptions provided in
17 CFR Sections 248.14, 248.15 and 248.13, respectively.
15. Limitations of Liability of Trustees and Shareholders of the
Trust. The execution and delivery of this Agreement have been authorized
by the Trustees of the Trust and signed by an authorized officer of the
Trust, acting as such, and neither such authorization by such Trustees nor
such execution and delivery by such officer shall be deemed to have been
made by any of them individually or to impose any liability on any of them
personally, and the obligations of this Agreement are not binding upon any
of the Trustees or shareholders of the Trust, but bind only the
appropriate property of the Fund, or Class, as provided in the Declaration
of Trust.
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 FUNDS
By:
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
HUNTINGTON ASSET ADVISORS, INC.
By:
Name:
Title:
LAFFER INVESTMENTS, INC.
By:
Name:
Title:
SCHEDULE 1
Custody Agreement between the Trust and the Fund's custodian
("Custodian"), including information as to:
The Fund's nominee
The federal tax identification numbers of the Fund and its nominee
All routing, bank participant and account numbers and other
information necessary to provide proper instructions for
transfer and delivery of securities to the Fund's account at
the Custodian
The name address and telephone and Fax number of the Custodian's
employees responsible for the Fund's accounts
The Fund's pricing service and contact persons
All procedures and guidelines adopted by the Board of Trustees or the
Adviser regarding:
Transactions with affiliated persons
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm commitments
and standby commitments
Derivative contracts and securities
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated brokers) and
Release No. IC-22362 (granting exemptions for investments in money
market funds
[Release No. IC- (interfund share exemption)]
[additional procedures/guidelines?]
Any master agreements that the Trust has entered into on behalf of the
Fund, including:
Master Repurchase Agreement
Master Futures and Options Agreements
Master Foreign Exchange Netting Agreements
Master Swap Agreements
