Exhibit 23(d)(vi) 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 VA 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 ten portfolios,
including the Huntington VA Macro 100 Fund ("Fund");
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 0.40% 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 0000 Xxx) 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 0000 Xxx) 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.
00 Xxxx Xxxxxx
Xxxxxxxx, XX 00000
Attention: Chief Investment Officer
Facsimile Number: 000-000-0000
Telephone Number: 000-000-0000
Trust: Huntington VA Funds
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000
Attention: Secretary
Facsimile Number: 000-000-0000
Telephone Number: 000-000-0000
(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 Xxxxxxxxxx X-X, 00 XXX 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.
HUNTINGTON VA FUNDS
By:
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
HUNTINGTON ASSET ADVISORS, INC.
By:
Name: B. Xxxxxxxx Xxxxxxx
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
