Exhibit (d)(vi)(1)
THE HUNTINGTON FUNDS
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 Countrywide
Investments, Inc. a registered investment adviser located in Cincinnati, Ohio
(hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1. Sub-Adviser hereby 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.
2. For its services under this Agreement, Sub-Adviser shall receive from
Adviser a monthly fee, as set forth in Exhibit A hereto.
3. This agreement shall be effective as of the date of the closing of the
proposed acquisition of Countrywide Financial Services, Inc., the parent
corporation of the Sub-Adviser, by Fort Washington Investment Advisors, Inc.
This Agreement shall remain in effect for the Fund for two years from the date
of its effectiveness and from year to year thereafter, subject to the provisions
for termination and all of the other terms and conditions hereof if: (a) such
continuation shall be specifically approved at least annually by the vote of a
majority of the Trustees of the Trust, including a majority of the Trustees who
are not parties to this Agreement or interested persons of any such party (other
than as Trustees of the Trust) cast in person at a meeting called for that
purpose; and (b) Adviser shall not have notified the Trust in writing at least
sixty (60) days prior to the anniversary date of this Agreement in any year
thereafter that it does not desire such continuation with respect to the Fund.
4. Notwithstanding any provision in this Agreement, it 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 Act) of the Fund upon sixty (60) days'
written notice to the Adviser; or (b) by Sub-Adviser or Adviser upon 120 days'
written notice to the other party to the Agreement.
5. 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.
6. 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.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior to
the end of any term of this Agreement or for any reason be unable or unwilling
to serve for a successive term which has been approved by the Trustees of the
Trust pursuant to the provisions of Paragraph 3 of this Agreement or pursuant to
the Investment Advisory Agreement, the remaining party, Sub-Adviser or Adviser
as the case may be, shall not be prohibited from serving as an investment
adviser to such Fund by reason of the provisions of this Paragraph 6.
7. This Agreement may be amended from time to time by agreement of the
parties hereto provided that such amendment shall be approved both by the vote
of a majority of Trustees of the Trust, including a majority of Trustees who are
not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Investment Company Act of 1940, of any such party at a meeting
called for that purpose, and by the holders 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.
IN WITNESS WEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, as of this 27th day
of October, 1999.
ATTEST: The Huntington National Bank
_______________________________ By: _______________________________________
Xxxxxxx X. Xxxxxxxx, Xx. Vice President
Countrywide Investments, Inc.
_______________________________ By: _______________________________________
Xxxxxx X. Xxxxxxx
Exhibit A
THE HUNTINGTON FUNDS
Huntington Florida Tax-Free Money Fund
Sub-Advisory Agreement
For all services rendered by Sub-Adviser hereunder, Adviser shall pay Sub-
Adviser 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.
This Exhibit duly incorporates by reference the 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 27th day
of October, 1999.
ATTEST: The Huntington National Bank
______________________________ By: _______________________________________
Xxxxxxx X. Xxxxxxxx, Xx. Vice President
Countrywide Investments, Inc.
______________________________ By: _______________________________________
Xxxxxx X. Xxxxxxx
