Exhibit (h)(xix) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SECURITIES LENDING PROCEDURES AGREEMENT
This Agreement is entered into as of February 1, 2006 by and among The
Huntington National Bank (the "Custodian"), PFPC Trust Company (the "Lending
Agent") 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").
WHEREAS, the Custodian is the custodian for the Portfolios pursuant to the
Custodian Agreement between the Custodian and the Fund dated as of October 15,
1999 (as amended or amended and restated from time to time) (the "Custody
Agreement"); and
WHEREAS, the Lending Agent is the securities lending agent for the
Portfolios pursuant to the Securities Lending Customer Agreement between the
Lending Agent and the Fund dated as of February 1, 2006 (as amended or amended
and restated from time to time) (the "Lending Agency Agreement"); and
WHEREAS, the parties hereto wish to establish procedures in order to
promote the efficient operation of the lending of the securities of the
Portfolios by the Lending Agent as agent for the Portfolios, which securities
are custodied by the Custodian as custodian for the Portfolios;
NOW, THEREFORE, in consideration of the premises and the agreements set
forth herein, the parties hereto agree as follows:
1. The parties hereto hereby adopt and agree to follow the procedures set
forth in Appendix I hereto (as such procedures may be modified from time
to time upon agreement of the parties hereto).
2. Each respective party hereto shall be required to carry out only the
activities expressly set forth in Appendix I hereto which refer to it,
and no other or additional duties or obligations (whether under this
Agreement or under any other arrangement) shall be implied therefrom
with respect to such party. Each of the Custodian and the Lending
Agent are acting solely as agents for the Portfolios, and as such
neither the Custodian nor the Lending Agent will have any liability for
any obligations or responsibilities of the Portfolios. Neither the
Custodian nor the Lending Agent shall have any liability for any
obligations or responsibilities of the other.
3. The Custodian shall be liable to the Fund for any damages incurred by a
Portfolio with respect to the activities to be performed by the
Custodian under this Agreement that are the result of the Custodian's
failure to comply with the standard of care set forth in the Custody
Agreement (subject to such limits on liability as are set forth in the
Custody Agreement). The Fund will 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 Custody Agreement.
4. The Lending Agent shall be liable to the Fund for any damages incurred
by a Portfolio with respect to the activities to be performed by the
Lending Agent under this Agreement that are the result of the Lending
Agent'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 will indemnify
the Lending Agent with respect to damages to which the Lending Agent
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 Lending Agent with respect to damages
to which the Lending Agent may be subject in connection with the
relationship set forth in the Lending Agency Agreement.
5. This Agreement may be amended only by written agreement of the party
against whom enforcement of such amendment is sought.
6. This Agreement will terminate with respect to a Portfolio upon
agreement of the parties hereto or upon termination of either the
Custody Agreement with respect to that Portfolio or the Lending Agency
Agreement with respect to that Portfolio, provided that this Agreement
shall not finally terminate with respect to such Portfolio until all
loans outstanding on the date of termination with respect to such
Portfolio have been closed and all activities set forth herein with
respect to those loans have been completed. The terms of Sections 2, 3
and 4 of this Agreement shall survive termination of this Agreement.
The Huntington National Bank PFPC Trust Company
By: /s/ Xxxxxxxxxx X. Xxxxxxxxx By: /s/
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Xxx Xxxxxxxx
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Huntington VA Funds
By: /s/ Xxxxxx X. Xxxxxxx
