EXHIBIT 23(D)(I) UNDER FORM N-1A
EXHIBIT 10(D) UNDER ITEM 601/REG. S-K
INVESTMENT ADVISORY AGREEMENT
This Agreement is made as of the 23rd day of June, 2006, between THE
HUNTINGTON FUNDS, a statutory trust organized under the laws of the State of
Delaware (herein called the "Trust") and HUNTINGTON ASSET ADVISORS, INC., an
adviser registered under the Investment Advisers Act of 1940 (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 Investment Adviser to furnish
certain investment advisory and related services described below in connection
with the management of each of the investment portfolios of the Trust identified
on Schedule A hereto (the "Funds"), and the Adviser represents that it is
willing and possesses legal authority under the Xxxxx-Xxxxxxxx Act to so furnish
such services;
NOW THEREFORE, in consideration of the promises and mutual covenants
hereinafter contained, the parties agree as follows:
1. Appointment. The Trust hereby appoints the Adviser to act as
investment adviser to the Funds for the period and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
2. Delivery of Documents. The Trust has furnished the Adviser with
copies properly certified or authenticated of each of the following documents:
(a) the Trust's Certificate of Trust, dated April 18, 2006 and
filed with the Secretary of State of the State of Delaware on April 27, 2006, as
amended June 2, 2006, and the Agreement and Declaration of Trust and all
amendments thereto or restatements thereof (such Certificate of Trust and
Agreement and Declaration of Trust, as presently in effect and as it shall from
time to time be amended or restated, is herein called the "Declaration of
Trust");
(b) the Trust's Bylaws and amendments thereto;
(c) resolutions of the Trust's Board of Trustees authorizing the
appointment of the Adviser and approving this Agreement;
(d) the Trust's original Notification of Registration on Form N-
8A under the 1940 Act as filed with the Securities and Exchange Commission and
all amendments thereto;
(e) the Trust's current Registration Statement on Form N-lA
under the Securities Act of 1933, as amended ("1933 Act"), and under the 1940
Act as filed with the Securities and Exchange Commission; and
(f) the Funds' most recent prospectuses and the Trust's
Statement of Additional Information relating to the Funds (such prospectuses and
Statement of Additional Information, as presently in effect, and all amendments
and supplements thereto are herein collectively called the "Prospectus").
The Trust will promptly furnish the Adviser with copies of all amendments
of or supplements to the foregoing documents.
3. Management. Subject to the supervision of the Trust's Board of
Trustees, the Adviser will provide or cause to be provided a continuous
investment program for each Fund identified on Schedule A hereto, including
investment research and management with respect to all securities and
investments and cash equivalents in such Funds. The Adviser will determine or
cause to be determined from time to time what securities and other investments
will be purchased, retained or sold by the Trust with respect to each Fund
identified on Schedule A hereto and will place or cause to be placed orders for
purchase and sale on behalf of the Trust with respect to such Fund.
The Adviser will provide the services under this Agreement in accordance
with each Fund's investment objective, policies and restrictions as stated in
the Prospectuses, resolutions of the Trust's Board of Trustees, and any
undertakings with regulatory authorities which are provided by the Trust to the
Adviser. The Adviser further agrees that it:
(a) will use the same skill and care in providing such services
as it uses in providing services to fiduciary accounts for which it has
investment responsibilities;
(b) will comply in all material respects with all applicable
Rules and Regulations of the Securities and Exchange Commission under the
Investment Company Act of 1940 and in addition will conduct its activities under
this Agreement in accordance with any applicable regulations pertaining to the
investment advisory activities of the Adviser;
(c) will place or cause to be placed orders for the Funds
identified on Schedule A hereto either directly with the issuer or with any
broker or dealer and, in placing orders with brokers and dealers, the Adviser or
any sub-investment adviser employed by the Adviser will attempt to obtain prompt
execution of orders in an effective manner at the most favorable price.
Consistent with this obligation, when the execution and price offered by two or
more brokers or dealers are comparable, the Adviser or any sub-investment
adviser employed by the Adviser may, in its discretion, purchase and sell
portfolio securities to and from brokers and dealers who provide the Adviser or
any such subinvestment adviser with research advice and other services; and
(d) will treat confidentially and as proprietary information of
the Trust all records and other information relative to the Trust and prior,
present, or potential shareholders of the Trust learned by, or disclosed to, the
Adviser in the course of its performance of its responsibilities and duties
under this Agreement, and will not use such records and information for any
purpose other than performance of its responsibilities and duties hereunder,
except after prior notification to and approval in writing by the Trust, which
approval shall not be unreasonably withheld and may not be withheld where the
Adviser may be exposed to civil, regulatory, or criminal sanctions for failure
to comply when requested to divulge such information by duly constituted
authorities, or when so requested by the Trust.
4. Use of Sub-Investment Adviser. The Adviser may, subject to the
approvals required under the 1940 Act, employ a sub-investment adviser to assist
the Adviser in the performance of its duties under this Agreement. Such use
does not relieve the Adviser of any duty or liability it would otherwise have
under this Agreement. Compensation of any such sub-investment adviser for
services provided and expenses assumed under any agreement between the Adviser
and such sub-investment adviser permitted under this paragraph is the sole
responsibility of the Adviser.
5. Services Not Exclusive. The investment management services
furnished by the Adviser hereunder are not to be deemed exclusive. Except to
the extent necessary to perform the Adviser's obligations under this Agreement,
nothing herein shall be deemed to limit or restrict the right of the Adviser, or
any subsidiary or affiliate of the Adviser, or any employee of the Adviser, to
engage in any other business or to devote time and attention to any other
business, whether of a similar or dissimilar nature, or to render services of
any kind to any other person.
6. Books and Records. In compliance with the requirements of Rule
3la-3 under the 1940 Act, the Adviser hereby agrees that all records which it
maintains for the Trust 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 prescribed by Rule 3la-2
under the 1940 Act the records required to be maintained by Rule 3la-1 under the
1940 Act.
7. 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 or
charges, if any) purchased for the Trust. The Trust will be responsible for all
of the Trust's expenses and liabilities.
8. Compensation. For the services provided and the expenses assumed
pursuant to this Agreement, each of the Funds will pay the Adviser and the
Adviser will accept as full compensation therefor a fee computed daily and paid
monthly on the first business day of each month equal to the lesser of (i) the
fee at the applicable annual rate set forth on Schedule A hereto or (ii) such
fee as may from time to time be agreed upon in writing by the Trust and the
Adviser. If the fee payable to the Adviser pursuant to this paragraph begins to
accrue after the beginning of any month or if this Agreement terminates before
the end of any month, the fee for the period from such date to the end of such
month or from the beginning of such month to the date of termination, as the
case may be, shall be prorated according to the proportion which such period
bears to the full month in which such effectiveness or termination occurs. For
purposes of calculating fees, the value of a Fund's net assets shall be computed
in the manner specified in the Prospectus and the Trust's Declaration of Trust
for the computation of the value of the Fund's net assets in connection with the
determination of the net asset value of the Fund's shares.
9. Limitation of Liability. The Adviser shall not be liable for any
error of judgment or mistake of law or for any loss suffered by the Funds in
connection with the performance of this Agreement, except a loss resulting from
a breach of fiduciary duty under the Investment Company Act of 1940 with respect
to the receipt of compensation for services or a loss resulting from willful
misfeasance, bad faith or gross negligence on the part of the Adviser in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Agreement. In no case shall the Adviser be liable for
actions taken or nonactions with respect to the performance of services under
this Agreement based upon specific information, instructions, or requests given
or made to the Adviser by an officer of the Trust thereunto duly authorized.
10. Duration and Termination. This Agreement will become effective as
of the date hereof, and unless sooner terminated as provided herein, shall
continue in effect as to any particular Fund through August 30, 2006 and 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 members of the
Trust's Board of Trustees who are not parties to this Agreement or interested
persons of any party to this Agreement, cast in person at a meeting called for
the purpose of voting on such approval, and (b) by the vote of a majority of the
Trust's Board of Trustees or by the vote of a majority of the outstanding voting
securities of such Fund. Notwithstanding the foregoing, this Agreement may be
terminated as to a particular Fund at any time on sixty days' written notice,
without the payment of any penalty, by the Trust (by vote of the Trust's Board
of Trustees or by vote of a majority of the outstanding voting securities of
such Fund) or by the Adviser. This Agreement will immediately terminate in the
event of its assignment. (As used in this Agreement, the terms "majority of the
outstanding voting securities," "interested persons" and "assignment" shall have
the same meaning of such terms in the 1940 Act.)
11. 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.
12. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
Any notice required or permitted to be given by either party to the other shall
be deemed sufficient if sent by registered or certified mail, postage prepaid,
addressed by the party giving notice to the other party at the last address
furnished by the other party to the party giving notice: if to the Trust, at
0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000, Attention: Secretary;
and if to the Adviser, at 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxx 00000, Attention:
B. Xxxxxxxx Xxxxxxx.
If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby.
This Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be governed by the
laws of the State of Ohio.
The names "The Huntington Funds" and "Trustees of The Huntington Funds"
refer respectively to the Trust created and the Trustees, as trustees but not
individually or personally, acting from time to time under a Certificate of
Trust dated as of April 18, 2006, as amended June 2, 2006, and an Agreement and
Declaration of Trust dated as of April 27, 2006 to which reference is hereby
made and a copy of which is on file at the office of the Secretary of State of
State of Delaware and elsewhere as required by law, and to any and all
amendments thereto so filed or hereafter filed. The obligations of "The
Huntington Funds" entered into in the name or on behalf thereof by any of the
Trustees, representatives or agents are made not individually, but in such
capacities, and are not binding upon any of the Trustees, shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
THE HUNTINGTON FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
HUNTINGTON ASSET ADVISORS, INC.
By: /s/ B. Xxxxxxxx Xxxxxxx
Name: B. Xxxxxxxx Xxxxxxx
Title: President
