Exhibit (d)(iii) under Form N-1A
Exhibit 10 under Item 601/Reg. ▇-▇
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INVESTMENT ADVISORY AGREEMENT
Huntington Intermediate Government Income Fund
This Agreement is made as of the 12th day of May, 2001, by and
between the Huntington Funds, a business trust organized under the laws
of the Commonwealth of Massachusetts (herein called the "Trust") and
Huntington Asset Advisors, Inc. (herein called the "Adviser").
WHEREAS, the Trust is registered as an open-end, diversified
management investment company under the Investment Company Act of 1940,
as amended; and
WHEREAS, the Trust desires to retain the Advisor to render
investment advisory and other management services for the Huntington
Intermediate Government Income Fund (the "Fund") on the terms and
conditions set forth;
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 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 broke 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) will 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 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 the requirements of Rule 204(2) under
the Investment Advisers Act of 1940, pertaining to the maintenance of
books and records.
5. Expenses. During the term of this Agreement, the Adviser
will pay all expenses incurred by it in connection with its activities
under this Agreement other than the cost of securities (including
brokerage commissions and taxes, if any) or other investment
instruments purchased for the Funds. In addition, if the expenses
borne by the Fund (including fees paid pursuant to this Agreement and
the Administration Agreement but excluding interest, taxes, brokerage
and, if permitted by the relevant state securities commissions,
extraordinary expenses) in any fiscal year of the Fund exceed the
applicable expense limitations imposed by the securities regulations of
any state in which the shares of the Fund are registered or qualified
for sale to the public, the Investment Adviser shall reimburse the Fund
monthly for a portion of any such excess in an amount equal to the
proportion that the fees otherwise payable to the Adviser bear to the
total amount of investment advisory and administration fees other
payable to the Adviser during such fiscal year pursuant to paragraph 6
herein.
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 the annual rate of 0.50 of one percent of the
average daily net assets ("net assets") of the Fund.
7. Limitation of Liability of the Adviser; Indemnification.
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(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.
(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,
(A) by the court of other body approving the
settlement; or
(B) by at least a majority of those Trustees who
are neither Interested persons of the Trust (as defined in the
Investment Company Act of 1940, as amended) nor are parties to the
matter, based upon a review of readily available facts (as opposed to a
full trial-type inquiry); or
(C) by written opinion of independent legal counsel
based upon a review of readily available facts ( as opposed to a full
trial-type inquiry).
(d) The rights of indemnification herein provided may be
insured against by policies maintained by the Trust, shall be
severable, shall not be exclusive of or affect any other rights to
which any Covered Person 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 this Section 7; provided, however,
that either (i) such Covered Person shall have provided appropriate
security for such undertaking, (ii) the Trust shall be insured 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.
8. Duration and Termination. This Agreement shall continue
until November 21, 2001. 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 by the Trust
as to the Funds at any time, without the payment of any penalty, by the
Trustees, or, with respect to the Fund, by vote of a majority of the
outstanding voting securities of the Fund on 60 days' written notice to
the Adviser, or by the Adviser as to the Fund at any time, without
payment of any penalty, on 90 days' written notice to the Trust. This
Agreement will immediately terminate in the event of its assignment by
either party hereto or by operation of law. (As used in this Agreement,
the terms "majority of the outstanding voting securities", "interested
person" and "assignment" shall have the same meanings as such terms
have in the Investment Company Act of 1940, as amended.)
9. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated orally, but
only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought,
and no amendment of this Agreement shall be effective with respect to
the Fund until approved by vote of a majority of the Fund's outstanding
voting securities.
10. (A) Representations and Warranties. The Adviser hereby
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represents and warrants as follows:
(1) The Adviser is exempt from registration under the
Investment Adviser's Act of 1940, as amended;
(2) The Adviser has all requisite authority to enter into,
execute, deliver and perform its obligations under this Agreement;
(3) This Agreement is the legal, valid and binding obligation
of the Adviser, and is enforceable in accordance with its terms; and
(4) The performance of the Adviser of its obligations under
this Agreement does not conflict with any law or regulation to which it
is subject.
(B) 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.
(C) 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.
11. Notices. Any notice required to be given pursuant to this
Agreement shall be deemed duly given if delivered or mailed by
registered mail, postage prepaid, (1) to the Adviser at ▇▇ ▇▇▇▇▇ ▇▇▇▇
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Resources, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
12. 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.
13. Captions. The captions in this Agreement are included for
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convenience or reference only and in no way define or delimit any of
the provisions hereof or otherwise affect their construction or effect.
14. Severability. If any provision of this Agreement shall be
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held or made invalid or unenforceable by a court decision, statute,
rule or otherwise, the remainder shall not be thereby affected.
15. Binding Effect. This Agreement shall be binding upon and
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shall inure to the benefit of the parties and their respective
successors.
16. Governing Law. This Agreement is executed in the state of
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Ohio, and shall be governed by the laws of such state, without
reference to conflict of laws principles.
IN WITNESS WHEREOF, the Fund and the Adviser have caused this
Agreement to be executed on the day and year first above written.
Attest: HUNTINGTON FUNDS
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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Attest: HUNTINGTON ASSET ADVISORS, INC.
/s/ ▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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