Exhibit (g)(vi) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUB-CUSTODY AGREEMENT
The Huntington National Bank (the "Custodian"), PFPC Trust Company (the
"Sub-Custodian") and Huntington VA Funds (the "Fund") on behalf of its
portfolios which are covered by the Lending Agency Agreement (as defined below)
(each such portfolio, a "Portfolio") are entering into this Agreement as of
February 1, 2006.
WHEREAS, the Custodian serves as custodian for the Portfolios pursuant to the
Custodian Agreement, between the Custodian and the Fund dated October 15, 1999
(as amended or amended and restated from time to time) (the "Custodian
Agreement"); and
WHEREAS, the Sub-Custodian serves as the securities lending agent for the
Portfolios pursuant to the Securities Lending Customer Agreement between the
Sub-Custodian and the Fund dated February 1, 2006 (as amended or amended and
restated from time to time) (the "Lending Agency Agreement"), and in that
capacity, among other things, maintains and carries out certain other activities
with respect to the assets which are received as collateral with respect to the
Portfolios' securities loans (such assets, including as the same may be invested
or reinvested, and all income or other distributions or proceeds received with
respect to such assets and with respect to any investments into which such
assets may be invested or reinvested, collectively the "Collateral");
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. The Custodian and the Fund hereby appoint the Sub-Custodian as a
sub-custodian for the sole and limited purpose of providing custody for
the Collateral and for collateral relating to transactions regarding the
Collateral.
2. The Sub-Custodian will set up a separate account (each an "Account") on
its books and records with respect to each separate Portfolio, and will
reflect in the applicable Account the Collateral relating to the
applicable Portfolio.
3. The Sub-Custodian is authorized to take such actions relating to the
Collateral as are contemplated in (and in accordance with) the
Lending Agency Agreement or approved by the Fund. The Sub-Custodian
shall comply with the instructions of the Custodian with respect to
the Collateral to the extent such instructions are not inconsistent
with the Lending Agency Agreement. The Sub-Custodian will credit to
the applicable Account any income or other distributions or proceeds
received by it with respect to the Collateral in that Account.
4. The Sub-Custodian will provide to the Custodian such reports regarding the
Collateral as the Custodian may reasonably request, including without
limitation a monthly reconciliation report that will reconcile the
Collateral in an Account with the securities that are on loan with respect
to the Portfolio to which such Account relates.
5. The Sub-Custodian shall only utilize a sub-custodian that is itself
qualified under the Investment Company Act of 1940 to act as a
custodian and will inform the Custodian of such sub-custodian. To
the extent that an affiliate of the Sub-Custodian acts as a
sub-custodian, the Sub-Custodian agrees to be responsible for the
activities of the affiliated sub-custodian to the same extent it is
responsible to the Fund for its own activities hereunder. The
Sub-Custodian's sole liability for the acts or omissions of any other
sub-custodian, however, shall be limited to liability arising from
the Sub-Custodian's failure to use reasonable care in the selection
of such non-affiliated sub-custodian. For the avoidance of doubt,
the Sub-Custodian acknowledges that its use of non-affiliated
sub-custodians shall be limited to tri-party repurchase agreement
sub-custodians unless otherwise authorized in writing by the Fund.
The Sub-Custodian may also utilize depositories and clearing
agencies. Any assets that the Sub-Custodian maintains pursuant to
this Agreement at a depository or clearing agency shall (to the
extent consistent with applicable law and standard market practice)
at all times be segregated from any assets controlled by the
Sub-Custodian in other than a fiduciary or custodian capacity.
6. The Custodian shall have no responsibility to review or consider the terms
or conditions of the Lending Agency Agreement, and shall be entitled to
rely on the Fund with respect to the appropriateness of those terms and
conditions.
7. The Sub-Custodian's duties hereunder shall be only as set forth
herein. The Sub-Custodian shall be liable to the Fund for any
damages incurred by a Portfolio with respect to the activities to be
performed by the Sub-Custodian under this Agreement that are the
result of the Sub-Custodian's failure to comply with the standard of
care set forth in the Lending Agency Agreement (subject to such
limits on liability as are set forth in the Lending Agency
Agreement). The Fund shall indemnify the Sub-Custodian with respect
to damages to which the Sub-Custodian may be subject in connection
with the relationship set forth in this Agreement on the same terms
as the Fund on behalf of a Portfolio provides indemnification to the
Sub-Custodian with respect to damages to which the Sub-Custodian may
be subject in connection with the relationship set forth in the
Lending Agency Agreement. The Sub-Custodian shall not be liable to
the Custodian for any damages or expenses that the Custodian may
incur in connection with this Agreement.
8. The Sub-Custodian represents and warrants that it is authorized to act as
a custodian for registered investment company assets under the Investment
Company Act of 1940.
9. The Custodian shall not be responsible for any action or inaction on
the part of the Sub-Custodian or for any sub-custodian, depository or
clearing agency utilized by the Sub-Custodian. The Fund shall
indemnify the Custodian with respect to damages to which the
Custodian may be subject in connection with the relationship set
forth in this Agreement on the same terms as the Fund on behalf of a
Portfolio provides indemnification to the Custodian with respect to
damages to which the Custodian may be subject in connection with the
relationship set forth in the Custodian Agreement.
10. Any assignment of this Agreement by the Sub-Custodian requires the written
consent of the Fund and the Custodian.
11. This Agreement may be amended only by an instrument in writing signed by
the parties.
12. Any party may terminate this Agreement on written notice to the other
parties. The terms of Sections 5, 6, 7 and 9 of this Agreement shall
survive termination of this Agreement.
13. The parties agree that the terms of this Agreement are applicable only
with respect to the limited purposes set forth herein.
14. This Agreement shall be governed by Delaware law.
THE HUNTINGTON NATIONAL BANK PFPC TRUST COMPANY
By: /s/ Xxxxxxxxxx X. Xxxxxxxxx By:
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/s/ Xxx Xxxxxxxx
Title: Vice President Title: Senior Vice President
HUNTINGTON VA FUNDS
By: /s/ Xxxxxx X. Xxxxxxx
Title: Vice President
