Exhibit 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.
0000 Xxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx, Xx.
Facsimile Number: 000-000-0000
Telephone Number: 000-000-0000
E-Mail Address: xxxxxxxxxx@xxxxxx.xxx
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: /s/ Xxxxxxx X. Xxxxx. Jr.
--------------------------------
Name: Xxxxxxx X. Xxxxx, Xx.
Title: Chief Executive Officer
HUNTINGTON ASSET ADVISORS, INC.
By: /s/ B. Xxxxxxxx Xxxxxxx
--------------------------------
Name: B. Xxxxxxxx Xxxxxxx
Title: Chief Investment Officer
LAFFER INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
--------------------------------
Name: Xxxxxx X. Xxxxxx, Xx.
Title: President & CEO
