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 ("Trust"), Huntington Asset Advisors, Inc., an investment adviser
registered under the Investment Advisers Act of 1940 ("Adviser"), and
Laffer Investments, Inc. ("Subadviser"), a Tennessee corporation.
Recitals:
The Trust is an open-end investment management company registered
under the Investment Company Act of 1940, as amended ("1940 Act"), and has
nineteen portfolios, including the ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ("▇▇▇▇");
The Trust and the Adviser have entered into an advisory agreement
dated as of May 12, 2001 ("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 adviser of the
Fund and the Subadviser desires to perform sub-investment advisory
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 and/or the Adviser 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") as
in effect on the date hereof;
(b) By-Laws of the Trust as in effect on the date hereof;
(c) Resolutions of the Trustees selecting the Subadviser as the
sub-investment adviser 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 current Investment Advisory Agreement with the Trust
on behalf of the Fund;
(f) The Trust's current registration statement on Form N-1A as
filed with the Securities and Exchange Commission ("SEC"),
including the Fund's current prospectus and statement of
additional information (collectively called the "Prospectus");
(g) All current written guidelines, policies and procedures of the
Trust, which are applicable to the Fund, the Adviser or the
Subadviser and have been approved by the Board of Trustees of
the Trust;
(h) The code of ethics of the Trust which has been approved by the
Board of Trustees of the Trust in accordance with Rule 17j-1
under the 1940 Act;
(i) The Adviser's most recent Form ADV as filed with the SEC
and/or provided to the Adviser's clients (which Form ADV
includes, among other things, a description of the Adviser's
policies regarding allocation of securities among clients with
common investment objectives, soft dollars and brokerage
selection);
(j) When available and approved, provisions of the Adviser's
Compliance Manual that apply to the Fund;
(k) A copy of the Adviser's Proxy Voting Policies and Procedures;
and
(l) The Trust's Anti-Money Laundering Policies and Procedures.
The Adviser will promptly furnish the Subadviser from time to time
with copies, properly certified or otherwise authenticated, of all
amendments of or supplements to any of the foregoing documents. The
Adviser will also furnish the Subadviser with copies of all of the
documents listed on Schedule 1 to this Agreement and shall promptly (1)
notify the Subadviser of any material change in any of the Fund's
investment objectives, investment strategies, investment policies,
investment restrictions, guidelines or procedures set forth in any of the
documents listed in Schedule 1 and (2) provide the Subadviser with copies
of any such document clearly marked to indicate all changes to such
document. In addition, the Trust and the Adviser shall by no later than
October 5, 2004 provide the Subadviser with a certification that they have
adopted and approved a compliance program for the Trust adopted in
accordance with Rule 38a-1 under the 1940 Act and the compliance program
for the Adviser adopted in accordance with Rule 206(4)-7 under the
Investment Advisers Act of 1940, as amended ("Advisers Act"), respectively.
The Subadviser has furnished the Adviser with a copy of the
Subadviser's Form ADV most recently filed with the SEC, (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 each of those 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 the Adviser and the Fund accountant
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 to that list.
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 a manner that is (a) consistent with the
investment objectives, investment strategies, investment policies and
restrictions of the Fund as set forth in the Fund's Prospectus, (b) in
conformity with the 1940 Act, (c) compliant with the requirements
applicable to regulated investment companies under the Internal Revenue
Code of 1986, as amended, and (d) compliant with all other applicable
federal securities laws and regulations, instructions and directions
received by the Subadviser in writing from the Adviser or the Board of
Trustees, and all applicable provisions in the documents provided to the
Subadviser, pursuant to Section 1 above, as each of the documents may,
from time to time, be amended or supplemented, provided that clearly
marked copies of the documents as amended or supplemented, when it is
reasonably practicable, have been promptly provided to the Subadviser.
The Subadviser will exercise its best judgment in providing the
services specified in this Agreement. In fulfilling its obligations under
this Agreement, the Subadviser shall be entitled to reasonably rely on and
act in accordance with instructions provided to it by the Adviser or the
Trust.
The Subadviser will, at its own expense, and subject to the
oversight of the Adviser and the Board of Trustees:
(a) Manage on a discretionary basis the Fund's investments and
determine from time to time which 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 brokers, dealers or issuers in
order to effect or execute portfolio transactions for the
Fund, subject at all times to the Subadviser's duty to (i) use
its best efforts to obtain for the Fund the most favorable
terms and best execution of such portfolio transactions, (ii)
comply with any policy with respect to effecting or executing
portfolio transactions for the Fund, as set forth in the
Fund's Prospectus, and (iii) comply with any written policies
and procedures of the Trust, as approved by the Board of
Trustees from time to time.
In using its best efforts to obtain for the Fund the most
favorable terms and best execution of portfolio securities,
the Subadviser, bearing in mind the Fund's best interests at
all times, shall consider all factors it deems relevant,
including but not limited to: the price and size of the
transaction, the nature of the market for the security, the
amount of the commission, the timing of the transaction,
market prices and trends, the reputation, experience and
financial stability of the broker or dealer involved in the
transaction, and the quality of service rendered by the broker
or dealer in other transactions.
Subject to such policies and procedures as the Board of
Trustees may approve, the Subadviser may, to the extent
authorized by Section 28(e) of the Securities Exchange Act of
1934, as amended, cause the Fund to pay a broker or dealer
that provided brokerage and research services to the Adviser
or the Subadviser an amount of commission for effecting a
portfolio transaction in excess of the amount of commission
another broker or dealer would have charged for effecting that
transaction if the Subadviser determines, in good faith, that
such amount of commission is reasonable in relationship to the
value of such brokerage or research services provided viewed
in terms of that particular transaction or the Subadviser's
overall responsibilities to the Fund or its other advisory
clients. To the extent authorized by Section 28(e) and the
Trust's Board of Trustees, the Subadviser shall not be deemed
to have acted unlawfully or to have breached any duty created
by this Agreement or otherwise solely by reason of such
action.
(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 all accounts, books and records pertaining to the
Fund ("Fund's Books and Records") as are required of an
investment adviser of a registered investment company pursuant
to Section 31 of the 1940 Act and the rules and regulations
adopted thereunder and by applicable provisions of the
Advisers Act, including, without limitation, a daily ledger of
such assets and liabilities relating to the Fund, and
brokerage and other records of all portfolio transactions for
the Fund. The Fund's Books and Records shall be available for
inspection or duplication by the Adviser and the Trust on any
day that the Fund is open for business, upon reasonable
request, and shall be available for telecopying to the Adviser
or the Trust on any such business day.
(e) Adhere to the Adviser's Proxy Voting Policy when voting
securities held 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
Board members reports of Fund's securities 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 (i) investment strategy or policies that will be
employed in managing the Fund's investments or (ii) key
investment or executive officers 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 request, 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 Board members such information as may be
requested by them in writing and as reasonably necessary in
order for the Trustees to evaluate this Agreement or any
proposed amendments to this Agreement for the purpose of
casting a vote pursuant to Section 12 or 13 hereof.
(j) 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.
(k) The Subadviser will advise the Adviser, and, if instructed by
the Adviser, will advise the Fund's custodian and Fund
accountant each day by electronic communication of each
confirmed purchase and sale of a security for the Fund. Such
communication with respect to each security purchased for or
sold by the Fund shall provide the following information: the
name of the issuer; the full description of the security
including its class; the amount or number of shares of the
security purchased or sold; the market price; commission paid;
government charges; the gross or net price of the security;
the trade date; the settlement date; the identity of the
effecting broker or dealer and, if different, the identity of
the clearing broker.
(l) 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 the registration statement for the Fund and all
periodic reports to be filed by the Fund or the Adviser with
the SEC, including but not limited to, Form N-1A, semi-annual
reports for the Fund on Form N-SAR and Form N-CSR, shareholder
communications regarding the Fund, and proxy materials
furnished to holders of shares of the Fund, and filings with
state "blue sky" authorities and with United States agencies
responsible for tax matters regarding the Fund.
(m) Allow the Adviser, its representative, internal or external
auditors and regulators to visit and audit Subadviser's
operations relating to Subadviser's services under this
Agreement as Adviser may reasonably request, at reasonable
times and upon reasonable notice, but at least once annually.
(n) Deliver instructions or directions to the 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 the Adviser copies of all
brokerage or dealer confirmations promptly after execution of
all transactions.
(o) Comply with all requirements of Rule 17j-1 under the 1940 Act,
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 by the SEC under the
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 material violations of its Code of Ethics or related
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 and any similar
requirements as may be adopted by the SEC 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.
(p) 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 will
pay for travel expenses related to attendance at meetings of the Board of
Trustees of the Trust, except as provided in Section 4(o) hereof.
4. Expenses of the Fund Not Paid by the Subadviser. The
Subadviser will not be required to pay any expenses of the Fund or any
other expenses that 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) organization and offering expenses of the Fund (including out
of pocket expenses);
(c) legal, accounting and auditing fees and expenses of the Trust
or the Fund;
(d) the fees and disbursements of custodians and depositories of
the Trust or the Fund's assets, or any fees and expenses of
the Fund's administrator, transfer agents, disbursing agents,
plan agents and registrars;
(e) the Fund's interest expenses;
(f) telephone, telex, facsimile, postage and other communications
expenses of the Fund or Adviser;
(g) taxes and governmental fees assessed against the Trust or the
Fund's assets and payable by the Trust or the Fund;
(h) dues and expenses of each of the Fund or the Adviser for its
respective membership in investment trade organizations;
(i) cost of insurance relating to fidelity bond coverage or
directors and officers/ errors and omissions coverage for the
Fund or the Adviser;
(j) the cost of preparing, printing and mailing Prospectuses,
dividends, distributions, reports, notices and proxy materials
to shareholders of the Trust or the Fund;
(k) brokers' commissions and underwriting fees;
(l) the payments for maintaining the Fund's books and records
(other than those books and records the Subadviser maintains
in connection with the performance or its duties under this
Agreement) and any expense associated with calculating the
daily net asset value of the shares of the Fund;
(m) other payments for portfolio pricing or valuation services;
(n) expenses of any shareholder meetings; and
(o) travel expenses related to attendance at the annual meeting of
the Board of Trustees of the Trust during which the renewal of
this Agreement is considered.
5. Registration as an Adviser. The Subadviser hereby represents
and warrants that it is registered with the SEC 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 with the SEC 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 be accrued daily and paid monthly on behalf of the
Adviser to the Subadviser no later than the 15th day of the following
month. 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 Rule 2a-4 and Rule 22c-1 of 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 payment of Subadviser's fee hereunder and that the
payment of fees owed to the Subadviser shall be the sole responsibility of
the Adviser. Calculations of the Subadviser's fee will be based on average
net asset values as provided to the Subadviser by the Adviser or the Trust.
7. Other Activities of the Subadviser and Its Affiliates. It is
understood that the services under this Agreement are not exclusive and
that nothing in this Agreement shall prevent the Subadviser or any of its
affiliates or associates from engaging in any other business or from
acting as investment adviser or manager for any other person or entity or
providing similar services to 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 policies and 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 that 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 for 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 fair and 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.
It is further understood that the Subadviser may, but shall not be
obligated to, aggregate the orders for securities to be purchased or sold.
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 (i) willful misfeasance, bad faith or gross
negligence on the part of the Subadviser, (ii) the failure to
disclose to the Adviser a material fact regarding the
Subadviser or its investment advisory services as they relate
to the Fund; (iii) the failure to correct any untrue statement
of a material fact regarding the Subadviser made by the
Subadviser to the Adviser, or (iv) the reckless disregard by
the Subadviser of its obligations and duties under this
Agreement, 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 in
connection with rendering its services under this Agreement.
Specifically, the Subadviser shall not be liable to the
Adviser or the Fund for any error of judgment or mistake of
law, subject to the limitations of Section 17(i) of the 1940
Act. 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 and shall provide
evidence of such coverage upon request of Adviser.
(b) In the absence of (i) willful misfeasance, bad faith or gross
negligence on the part of the Adviser, (ii) the failure of the
Adviser to disclose in the Prospectus or any filing made with
the SEC respect to the Trust, the Fund or the Adviser any
material fact; (iii) the failure by the Adviser to correct any
untrue statement of a material fact contained in the
Prospectus or any other filing made with the SEC regarding the
Trust, the Fund or the Adviser; or (iv) the reckless disregard
by the Adviser of its obligations and duties under this
Agreement, Adviser shall not be subject to any liability to
Subadviser for any act or omission in the course of or in
connection with the Adviser's carrying out its duties and
obligations under this Agreement. Specifically, the Adviser
shall not be liable to the Subadviser for any error of
judgment or mistake of law. Nothing herein, however, shall
derogate from the Adviser's obligations under federal and
state securities laws.
(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, judgment, awards,
settlements for which prior approval of the indemnifying party
is obtained, damages, deficiency, penalty, cost or expense
(including without limitation reasonable attorneys' fees and
disbursements for external counsel) resulting from (i) the
reckless disregard of the indemnifying party's obligations and
duties hereunder; (ii) 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 or (iii) the
failure of the indemnifying party to disclose any material
fact or the failure of the indemnifying party to correct any
untrue statement of a material fact whether such claim, loss,
liability, damages, deficiency, penalty, cost or expense was
incurred or suffered directly or indirectly.
(d) Adviser is liable to, and shall indemnify, the Fund and the
Trust for any acts and omissions of the Subadviser to the same
extent the Adviser, under the terms of the Advisory Agreement,
is liable to, and must indemnify the Fund and the Trust for
the Adviser's acts and omissions.
(e) The indemnification provisions in Section 10 of the Agreement
shall survive the termination of this Agreement.
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 (a) of 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) that the Investment Advisory
Agreement between the Trust and the Adviser is assigned or terminates for
any reason. 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.
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 ▇▇▇▇ ▇▇▇) 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 Section 15 of the
▇▇▇▇ ▇▇▇) 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 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, promptly 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; provided however that the Subadviser shall be permitted to
retain copies of such records for its own protection and may not disclose
such information to other parties unless required to comply with any law,
rule, regulation or order of a court or government authority.
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 the
Subadviser's duties hereunder, or learned by the Subadviser as
a result of its position as Subadviser to the Fund, which
information is not otherwise in the public domain, is to be
regarded as confidential information for use by the Subadviser
only in connection with the performance of its duties
hereunder. Any such information in the hands of the Subadviser
may be disclosed as necessary to comply with any law, rule,
regulation or order of a court or government authority.
(c) Any information supplied by the Subadviser to the Trust or the
Adviser in connection with the performance of the Subadviser's
duties under this Agreement or learned by the Trust or the
Adviser as a result of the services provided by the Subadviser
under this Agreement, which information is not otherwise in
the public domain, is to be regarded as confidential
information for use by the Adviser, the Fund and/or its agents
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.
(d) 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.
(e) 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 regulatory authorities.
(f) 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.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: Chief Investment Officer
Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
Trust: The Huntington Funds
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: Secretary
Facsimile Number: ▇▇▇-▇▇▇-▇▇▇▇
Telephone Number: ▇▇▇-▇▇▇-▇▇▇▇
(g) 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
SEC under the 1940 Act.
(h) This Agreement shall be construed in accordance with the laws
of the State of Ohio and the applicable provisions of the 1940
Act.
(i) 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.
(j) Subadviser agrees to maintain the security and confidentiality
of nonpublic personal information ("NPI") of Fund customers
and consumers, as those terms are defined in ▇▇▇▇▇▇▇▇▇▇ ▇-▇,
▇▇ ▇▇▇ 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.
(k) Any question of interpretation of any term or section of this
Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act or Advisers Act shall be
resolved by reference to such term or provision of the 1940
Act or Advisers Act and interpretation thereof, if any, by the
United States courts or, in the absence of any controlling
decision of any such court, by rules, regulations or orders of
the SEC validly issued pursuant to the 1940 Act or Advisers
Act. In addition, where the effect of a requirement of the
1940 Act or Advisers Act reflected in any provision of this
Agreement is relaxed by rule, regulation or order of the SEC,
whether of special or general application, such provision
shall be deemed to incorporate the effect of such rule,
regulation or order.
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: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Chief Executive Officer
HUNTINGTON ASSET ADVISORS, INC.
By:
Name: B. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Investment Officer
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
Name, address, 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
Guidelines for Determining Fair Value of Securities
Net Asset value Correction Policies and Procedures
Evaluating the liquidity of securities
Segregation of liquid assets in connections with firm and standby
commitments
Derivative contracts and securities
Repurchase Agreement Guidelines
Rule 10f-3 (relating to affiliated underwriting syndicates)
Rule 12d3-1 checklist
Rule 17a-7 (relating to interfund transactions)
Rule 17e-1 (relating to transactions with affiliated brokers) and
Release No. IC-25072 (exemptions for investments in affiliated money
market funds)
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
Form of Securities Lending Agency Agreement
Other agreements that the Trust has entered into on behalf of the Fund,
including:
Investment Advisory Agreement
Administrative Services Agreement
Distribution Agreement
Expense Limitation Agreement
Other relevant documents, including:
Rule 12b-1 Distribution and Service Plan and any related agreements
Rule 18f-3 Plan
CFTC Rule 4.5 letter