THE HUNTINGTON FUNDS
HUNTINGTON TAX-FREE MONEY MARKET FUND
HUNTINGTON MONEY MARKET FUND
HUNTINGTON OHIO MUNICIPAL MONEY MARKET FUND
HUNTINGTON U.S. TREASURY MONEY MARKET FUND
HUNTINGTON DISCIPLINED EQUITY FUND
HUNTINGTON DIVIDEND CAPTURE FUND
HUNTINGTON GLOBAL SELECT MARKETS FUND
HUNTINGTON INCOME EQUITY FUND
HUNTINGTON INTERNATIONAL EQUITY FUND
HUNTINGTON MID CORP AMERICA FUND
HUNTINGTON REAL STRATEGIES FUND
HUNTINGTON ROTATING MARKETS FUND
HUNTINGTON SITUS FUND
HUNTINGTON FIXED INCOME SECURITIES FUND
HUNTINGTON INTERMEDIATE GOVERNMENT INCOME FUND
HUNTINGTON MORTGAGE SECURITIES FUND
HUNTINGTON OHIO TAX-FREE FUND
HUNTINGTON SHORT/INTERMEDIATE FIXED INCOME SECURITIES FUND
HUNTINGTON BALANCED ALLOCATION FUND
HUNTINGTON CONSERVATIVE ALLOCATION FUND
HUNTINGTON GROWTH ALLOCATION FUND
SUPPLEMENT DATED SEPTEMBER 4, 2013 TO THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 2013
(CLASS A SHARES AND TRUST SHARES)
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE TABLE FOR THE US TREASURY MONEY MARKET FUND IN THE SECTION TITLED SECURITIES IN WHICH THE
FUNDS INVEST ON PAGE 8 IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
SECURITIES IN
WHICH THE FUNDS INVEST
In pursuing its investment strategy, each Fund may invest in the following types of securities for any purpose that is
consistent with such Funds investment goal. As described in the Class A Shares and Trust Shares Prospectus, the Huntington Balanced Allocation Fund, Huntington Conservative Allocation Fund and Huntington Growth Allocation Fund
(Asset Allocation Funds) seek to achieve their investment objectives by investing in a combination of Underlying Funds managed by the Advisor. The types of securities shown for the Asset Allocation Funds in the table represent the
investments held by the Underlying Funds. Following is a table that indicates which types of securities are:
P = Principal investment of a Fund;
A = Acceptable (but not principal) investment of a Fund; or
N = Not an acceptable investment of a Fund.
1
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U.S. Treasury
Money Market
Fund
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Fixed Income Securities
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Treasury Receipts
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N
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U.S. Treasury Obligations
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P
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U.S. Government Agency Securities
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A
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Bonds
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A
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Certificates of Deposit
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N
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Corporate Debt Securities
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N
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Commercial Paper
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N
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Foreign Bonds
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N
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Demand Notes
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N
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Taxable Municipal Securities
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N
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Mortgage-backed Securities
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A
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Asset Backed Securities (Non-mortgage)
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A
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Zero Coupon Securities
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A
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Bankers Acceptances
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N
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Credit Enhancement
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N
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Money Market Instruments
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P
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Tax Exempt Securities
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General Obligation Bonds
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N
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Revenue Bonds
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N
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Tax Exempt Commercial Paper
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N
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Tax Increment Financing Bonds
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N
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Municipal Notes
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N
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Variable Rate Instruments
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A
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Municipal Leases
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N
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Special Transactions
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Repurchase Agreements
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P
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Reverse Repurchase Agreements
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N
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Delayed Delivery Transactions
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A
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Securities Lending
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A
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Illiquid Securities
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A
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Restricted Securities
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A
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Time Deposits
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N
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When-Issued Securities
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A
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Investment Company Securities
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A
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Short Sales
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N
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Unit Investment Trusts
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N
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EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SUB-SECTION TITLED REVERSE REPURCHASE AGREEMENTS ON
PAGE 32 UNDER INVESTMENT PRACTICES IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
Reverse
Repurchase Agreements
Each Fund, except the US Treasury Money Market Fund, may borrow funds for temporary purposes by entering into reverse repurchase
agreements, provided such action is consistent with the Funds investment objective and fundamental investment restrictions; as a matter of non-fundamental policy, each Fund intends to limit total
2
borrowings under reverse repurchase agreements to no more than 10% of the value of its total assets. Pursuant to a reverse repurchase agreement, a Fund will sell portfolio securities to financial
institutions such as banks or to broker-dealers, and agree to repurchase the securities at a mutually agreed-upon date and price. A Fund intends to enter into reverse repurchase agreements only to avoid otherwise selling securities during
unfavorable market conditions to meet redemptions. At the time a Fund enters into a reverse repurchase agreement, it will place in a segregated custodial account assets such as U.S. Government securities or other liquid, high-quality debt securities
consistent with the Funds investment objective having a value equal to 100% of the repurchase price (including accrued interest), and will subsequently monitor the account to ensure that an equivalent value is maintained. Reverse repurchase
agreements involve the risk that the market value of the securities sold by a Fund may decline below the price at which a Fund is obligated to repurchase the securities. Reverse repurchase agreements are considered to be borrowings by a Fund under
the 1940 Act.
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE NUMBER SEVEN (7) IN THE SECTION TITLED INVESTMENT RESTRICTIONS
ON PAGE 44 IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
(7) May purchase securities of any issuer only when
consistent with the maintenance of its status as a diversified company under the 1940 Act, or the rules or regulations thereunder, as such statute, rules or regulations may be amended from time to time.
(For all Funds except Ohio Municipal Money
Market Fund and Ohio Tax-Free Fund.)
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SUB-SECTION TITLED TRUSTEES AND
OFFICERS ON PAGES 48 THROUGH 50 IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
Trustees and Officers
The following tables provide information about Independent Trustees, Interested Trustees and the senior officers of the Trust. Each Trustee oversees
all portfolios of the Trust and serves for an indefinite term (subject to mandatory retirement provisions). Information about each Trustee is provided below and includes each persons: name, address, age (as of the date of the Funds most
recent fiscal year end), present position(s) held with the Trust, principal occupations for the past five years and total compensation received as a Trustee for the most recent fiscal year. Please note that the information consolidates and includes
historical information from their service as Trustee or Officer of the Original Trusts. Unless otherwise noted, the business address of each person listed below is c/o The Huntington Funds, 2960 N. Meridian Street, Suite 300, Indianapolis, IN 46208.
Unless otherwise noted, each officer is elected annually by the Board. Each Trustee and officer also serves in the same capacity for the Huntington Strategy Shares, another open-end investment company whose series are managed by the Advisor.
Collectively, The Huntington Funds and Huntington Strategy Shares comprise the Huntington Complex which is comprised of 35 separate series. Each Trustee serves as Trustee for all 35 portfolios of the Huntington Complex.
As of December 31, 2012, the Trustees and officers as a group owned less than 1% of Shares of the Trust.
3
Independent Trustees Background and Compensation
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Name
Age
Positions Held with Trust
Date Service Began with Huntington
Complex
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Principal Occupation(s) During Past Five Years, Previous
Position(s) and Other Directorships Held
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Total Compensation
From Trust
(past calendar year)
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Thomas J. Westerfield*
Age: 58
CHAIRMAN OF THE BOARD AND TRUSTEE
Began serving: January 2001
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Principal Occupation(s):
Chairman of the Board and Of Counsel, Dinsmore & Shohl LLP (law firm) (August 2005 to present).
Previous Position(s):
Of Counsel, Cors & Bassett LLC (law firm) (1993-2005).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
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$56,000.00
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Eddie R. Munson
Age: 62
TRUSTEE
Began Serving: June 2012
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Principal Occupation(s):
Retired (September 2006 to present).
Previous Position(s):
Certified Public Accountant, KPMG LLP (June 1972 to September 2006).
Other Directorships Held:
Board Member, Huntington Strategy Shares; Board Member, Bearingpoint (2006 to 2008); Board Member, United American Healthcare
(September 2006 to June 2008); Board Member, Caraco (June 2011 to December 2011).
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$23,500.00
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David S. Schoedinger
Age: 70
TRUSTEE
Began serving: May 1990
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Principal Occupation(s):
Funeral Director, Schoedinger Funeral Service (1965 to present); CEO, Schoedinger Financial Services, Inc.
(1987 to present).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
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$62,000.00
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Mark D. Shary
Age: 53
TRUSTEE
Began serving: November 2010
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Principal Occupation(s):
Managing Director, ET Partner (consulting) (2008 to present); Private investor (2007 to present).
Previous Position(s):
Chief Executive Officer and President, BestTransport.com, Inc. (2003 to 2007); President, Bostech Corporation (2000 to 2002).
Other Directorships Held:
Board Member, Huntington Strategy Shares; Director, SafeWhite, hc1.com, Updox, MBA Focus, InnerApps, and Vantage Point
Logistics (all private companies); Trustee, TechColumbus (non-profit); Director, Healthcare.com (1998-2000) (public company).
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$56,500.00
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William H. Zimmer, III
Age: 59
TRUSTEE
Began Serving:
December 2006
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Principal Occupation(s):
Chief Executive Officer, Cintel Federal Credit Union, (January 2011 to present).
Previous Position(s):
Consultant, WHZIII, LLC (March 2009 to January 2011); Assistant Treasurer, Dana Holding Corp. (September 2006 to February 2009)
(manufacturing); Vice President and Manager, Global Treasury Management, National City Bank (January 2004 to March 2006); Vice President, Treasury Management Operations, Provident Bank (June 2003 to January 2004); Financial Consultant (April 2001 to
June 2003).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
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$47,000.00
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*
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Thomas J. Westerfield became Chairman of the Funds on February 14, 2013.
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4
Officers*
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Name
Age
Positions Held with Trust
Address
Date Service Began with Huntington Complex
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Principal Occupation(s) and Previous
Position(s)
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Joseph L. Rezabek
Age: 45
PRESIDENT
37 West Broad Street
Columbus, OH 43215
Began Serving: February 2013
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Principal Occupation(s):
President, Huntington Asset Services, Inc. (HASI) (March 2012 to present); President, Huntington
Strategy Shares (February 2013 to present).
Previous Position(s):
Managing Director and Head of Fund Services, Citi (2006 to 2012); Chief Operating
Officer (Milan, Italy), State Street Corporation (1999 to 2006).
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R. Jeffrey Young
Age: 49
CHIEF EXECUTIVE OFFICER
37 West Broad Street
Columbus, OH 43215
Began Serving: February 2010
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Principal Occupation(s):
Senior Vice President, HASI (January 2010 to present); Chief Executive Officer, Huntington Strategy Shares
(November 2010 to present); Chairman of the Board, Valued Advisers Trust (June 2010 to present); Chief Executive Officer and President, Valued Advisers Trust (January 2010 to present).
Previous Position(s):
President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013); Independent Chair, Valued Advisers
Trust (August 2008 to Janaury 2010); Managing Director, WealthStone (2007 to 2009); Senior Vice President, Operations, BISYS Fund Services (2006 to 2007); Senior Vice President/Vice President, Client Services, BISYS Fund Services (1994 to
2006).
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Martin R. Dean
Age: 49
ANTI-MONEY LAUNDERING OFFICER AND
CHIEF COMPLIANCE OFFICER
37 West Broad Street
Columbus, OH 43215
Began Serving: July 2013
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Principal Occupation(s):
Senior Vice President and Compliance Group Manager, HASI (July 2013 to present); Anti-Money Laundering
Officer and Chief Compliance Officer, Huntington Strategy Shares (July 2013 to present).
Previous Position(s):
Director and Fund Accounting and Fund
Administration Product Manager, Citi (2008 to June 2013); Senior Vice President/Vice President, Fund Administration, Citi (formerly, BISYS Fund Services) (May 1994 to 2008)
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Matthew J. Miller
Age: 37
VICE PRESIDENT
2960 N. Meridian St., Ste 300
Indianapolis, IN 46208
Began Serving: February 2010
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Principal Occupation(s):
Vice President, Relationship Management, HASI (2008 to present).
Previous Position(s):
Vice President, Transfer Agency Operations, HASI (2002 to 2008).
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5
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Name
Age
Positions Held with Trust
Address
Date Service Began with Huntington Complex
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Principal Occupation(s) and Previous
Position(s)
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Robert W. Silva
Age: 46
TREASURER
2960 N. Meridian St., Ste. 300,
Indianapolis, IN 46208
Began Serving: November 2010
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Principal Occupation(s):
Vice President, Financial Administration, HASI (September 2010 to present); Treasurer, Huntington Strategy
Shares (November 2010 to present).
Previous Position(s):
Treasurer, Dreman Contrarian Funds (March 2011 to February 2013); Senior Vice President,
Citi Fund Services, Ohio, Inc. (September 2007 to September 2010).
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Jay S. Fitton
Age: 43
SECRETARY
3805 Edwards Road
Cincinnati, OH 45209
Began Serving: February 2012
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Principal Occupation(s):
Vice President of Legal Administration, HASI (November 2011 to present); Secretary, Huntington Strategy
Shares (October 2012 to present).
Previous Position(s):
Vice President and Senior Counsel, J.P. Morgan Chase (April 2007 to
November 2011).
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*
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Officers do not receive any compensation from the Trust, except that David R. Carson received compensation from the Trust of $131,250 for the fiscal year ended December 31, 2012 for serving as
the Trusts Chief Compliance Officer during that period.
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EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE
SECTION TITLED COMMITTEES OF THE BOARD OF TRUSTEES ON PAGES 50 AND 51 IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
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Board Committee
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Committee Members
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Committee Functions
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Meetings Held
During Last
Fiscal Year
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Audit
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Eddie R. Munson
David S. Schoedinger
Mark D. Shary (Chairman)
Thomas J. Westerfield
William H. Zimmer, III
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The purposes of the Audit Committee are to oversee the Trusts accounting and financial reporting policies and practices; to oversee the quality and objectivity of the Trusts financial statements and the independent audit
thereof; to consider the selection of independent public accountants for the Trust and the scope of the audit; and to act as a liaison between the Trusts independent auditors and the full Board of Trustees. The Audit Committee also serves as
the Qualified Legal Compliance Committee.
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4
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6
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Board Committee
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Committee Members
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Committee Functions
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Meetings Held
During Last
Fiscal Year
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Compliance
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Eddie R. Munson
David S. Schoedinger
Mark D. Shary
Thomas J. Westerfield (Chairman)
William H. Zimmer, III
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The purpose of the Compliance Committee is to oversee the Trusts compliance with the legal and regulatory requirements of the Trusts operations, including compliance with securities laws and regulations.
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4
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Investment Oversight
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Eddie R. Munson
David S. Schoedinger
Mark D. Shary
Thomas J. Westerfield
William H. Zimmer, III (Chairman)
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The purpose of the Investment Oversight Committee is to oversee the Funds compliance with investment policies and procedures, to monitor the Funds performance and the Advisors initiatives with regard to investment
management.
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none
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Nominating
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Eddie R. Munson
David S. Schoedinger
(Chairman)
Mark D. Shary
Thomas J. Westerfield
William H. Zimmer, III
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The purpose of the Nominating Committee is to nominate a person or persons to serve as a member of the Board of Trustees. The Nominating Committee will consider nominees recommended by Shareholders. The Nominating Committee shall be
comprised of all Independent Trustees. Recommendations should be submitted to the Nominating Committee in care of The Huntington Funds.
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3
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Special Proxy Voting
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David S. Schoedinger
Mark D. Shary
William H. Zimmer, III
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The purpose of the Special Proxy Voting Committee is to consider and determine how to vote on behalf of the Trust with respect to specific votes referred by the Trusts Advisor.
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0
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EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SECTION TITLED TRUSTEE OWNERSHIP OF SHARES IN A FUND AND
IN THE HUNTINGTON FUNDS COMPLEX AS OF DECEMBER 31, 2012 ON PAGE 51 IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
TRUSTEES OWNERSHIP OF SHARES IN A FUND AND IN THE HUNTINGTON COMPLEX
AS OF DECEMBER 31, 2012
All Funds managed by the Advisor are part of the Huntington Complex. The Huntington Complex consists of the Trust and
Huntington Strategy Shares.
7
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Name of Trustee
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Dollar Range of Shares Owned
in a Fund
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Dollar Range of Shares Owned
in the Huntington Complex*
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David S. Schoedinger
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Over $100,000
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Dividend Capture Fund
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$
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10,000-50,000
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Global Select Markets Fund
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$
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10,000-50,000
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Income Equity Fund
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$
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10,000-50,000
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International Equity Fund
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$
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10,000-50,000
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Mid Corp America Fund
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$
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50,000-100,000
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Real Strategies Fund
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$
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10,000-50,000
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Rotating Markets Fund
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$
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10,000-50,000
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Situs Fund
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$
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50,000-100,000
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World Income Fund
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$
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0-10,000
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Thomas J. Westerfield
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Over $100,000
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Money Market Fund
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$
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10,000-50,000
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Disciplined Equity Fund
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$
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10,000-50,000
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Dividend Capture Fund
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$
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0-10,000
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Fixed Income Securities Fund
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$
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50,000-100,000
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Global Select Markets Fund
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$
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0-10,000
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Growth Fund
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$
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0-10,000
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Income Equity Fund
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$
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10,000-50,000
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Intermediate Government Income Fund
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$
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10,000-50,000
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International Equity Fund
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$
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10,000-50,000
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Mid Corp America Fund
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$
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10,000-50,000
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Mortgage Securities Fund
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$
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0-10,000
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Real Strategies Fund
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$
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10,000-50,000
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Rotating Markets Fund
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$
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10,000-50,000
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Short/Intermediate Fixed Income Securities Fund
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$
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10,000-50,000
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Situs Fund
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$
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10,000-50,000
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US Equity Rotation ETF
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$
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0-10,000
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Mark D. Shary
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Over $100,000
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Money Market Fund
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$
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10,000-50,000
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Rotating Markets Fund
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$
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50,000-100,000
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Income Generation Fund
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$
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10,000-50,000
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Ecological Strategy ETF
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$
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10,000-50,000
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William H. Zimmer, III
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Over $100,000
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Dividend Capture Fund
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$
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50,000-100,000
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Fixed Income Securities Fund
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$
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10,000-50,000
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Short/Intermediate Fixed Income Securities Fund
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$
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10,000-50,000
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Eddie R. Munson
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None
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None
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EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SECTIONS TITLED QUALIFICATIONS AND EXPERIENCE OF THE
TRUSTEES, BOARD STRUCTURE AND BOARD OVERSIGHT OF RISK ON PAGES 52 AND 53 IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
Qualifications and Experience of the Trustees
The
following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board have joined the Board at
8
different points in time since 1990. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding
that an individual should serve on the Board were the following: (1) the individuals business and professional experience and accomplishments; (2) the individuals ability to work effectively with the other members of the Board;
(3) the individuals prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (4) how the individuals
skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect of each current
Trustee, the individuals substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trust, were a significant factor in the determination that the individual should serve
as a Trustee of the Trust.
In addition to the information set forth in the table above, the following sets forth additional information about the
qualifications and experience of each of the Trustees that lead to the conclusion that each Trustee should serve as Trustee of the Trust.
Eddie R.
Munson
Mr. Munsons experience includes service as a Certified Public Accountant for over 30 years. In addition, Mr. Munson has served
on the Boards of several companies, including an international business consulting firm, a healthcare management company and a pharmaceutical developer and manufacturer. This experience provides him with an extensive knowledge of management,
financial reporting, operational and corporate governance issues.
David S. Schoedinger
Mr. Schoedingers experience as the chairman and chief executive officer of a private company and president of an insurance agency provides him an
extensive knowledge of investment, operational, management and corporate governance issues. As chairman and chief executive officer, Mr. Schoedinger managed all of the investing for the companys defined benefit plan until 2009.
Mr. Schoedinger has also served on the boards of two private companies and as past president for several industry organizations. In addition, his over
twenty years as an Independent Trustee of the Trust have given him an extensive understanding of the Trusts operations.
Mark D. Shary
Mr. Sharys experience includes over twenty years of corporate executive and accounting experience, including service as the chief financial officer
of a publicly traded company and the chief executive officer of two companies. Mr. Shary is a Certified Public Accountant and has served in the financial services and investment company-related practices of a global accounting firm.
Mr. Shary has also served on the boards of public and private companies, as well as non-profit entities. This experience provides Mr. Shary with extensive knowledge of management, financial reporting, and corporate governance issues. In
addition, his multi-year service as an Independent Trustee of The Huntington Funds has given him a strong understanding of investment company operations.
Thomas J. Westerfield
Mr. Westerfields
experience includes serving as a corporate lawyer advising on corporate and mutual fund issues since 1981. Mr. Westerfield has also served on the boards of private companies, including a real estate development company. His legal background and
board experience provides him with extensive knowledge of regulatory, business, financial reporting and corporate governance issues. In addition, his twelve years of service as a Trustee of the Trust have given him an extensive understanding of the
Trusts operations.
9
William H. Zimmer III
Mr. Zimmer has over twenty years of corporate and financial industry experience, including service as a chief financial officer of a publicly traded
company, assistant treasurer of a multinational corporation, secretary-treasurer of a large NYSE firm, and a manager of global treasury operations for a large bank. Mr. Zimmer also has experience serving on the boards of mutual funds and large
companies. This experience provides him with an extensive knowledge of management, financial reporting, operational and corporate governance issues. In addition, his five years as an Independent Trustee of the Trust have given him a strong
understanding of the Trusts operations.
Board Structure
The Board of Trustees is responsible for overseeing the management and operations of the Trust. The Board consists of five Independent Trustees. The
Chairperson of the Trust, Thomas J. Westerfield, is an Independent Trustee.
The Board of Trustees has five standing committees: Audit Committee,
Compliance Committee, Investment Oversight Committee, Nominating Committee and Special Proxy Voting Committee. The Audit Committee and Nominating Committee are chaired by Independent Trustees. Through the Audit, Compliance, Investment Oversight,
Nominating and Special Proxy Voting Committees, the Independent Trustees consider and address important matters involving the Trust, including those presenting conflicts or potential conflicts of interest for Trust management. The Board holds four
regular meetings each year to consider and address matters involving the Funds. The Board also may hold special meetings to address matters arising between regular meetings. In addition, the Independent Trustees regularly meet outside the presence
of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.
The Board reviews its structure
regularly and believes that its leadership structure, including having a super-majority of Independent Trustees, coupled with an Independent Chairperson, is appropriate and in the best interests of the Trust, given its specific characteristics. The
Board of Trustees also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews the mix of skills and other
relevant experiences of the Trustees.
Board Oversight of Risk
An integral part of the Boards overall responsibility for overseeing the management and operations of the Trust is the Boards oversight of the risk
management of the Trusts investment programs and business affairs. The Funds are subject to a number of risks, such as investment risk, credit and counterparty risk, valuation risk, risk of operational failure or lack of business continuity,
and legal, compliance and regulatory risk. The Funds, the Advisor and other service providers to the Trust have implemented various processes, procedures and controls to identify risks to the Funds, to lessen the probability of their occurrence and
to mitigate any adverse effect should they occur. Different processes, procedures and controls are employed with respect to different types of risks.
The
Board of Trustees exercises oversight of the risk management process through the Audit Committee and the Compliance Committee, and through oversight by the Board itself. In addition to adopting, and periodically reviewing, policies and procedures
designed to address risks to the Funds, the Board of Trustees requires management of the Advisor and the Trust, including the Trusts Chief Compliance Officer (CCO), to report to the Board and the Committees of the Board on a
variety of matters, including matters relating to risk management, at regular and special meetings. The Board and the Audit Committee receive regular reports from the Trusts independent public accountants on internal control and financial
reporting matters. On at least a
10
quarterly basis, the Independent Trustees meet with the Trusts CCO, including outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives a
quarterly report from the Trusts CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. The Board and the Investment Oversight Committee monitor the Funds investment policies
and procedures as well as valuation of the Funds securities. The Board and the Investment Oversight Committee also receive quarterly reports from the Advisor on the investments and securities trading of the Funds, including their investment
performance and asset weightings compared to appropriate benchmarks, as well as reports regarding the valuation of the Funds securities. The Board also receives reports from the Trusts primary service providers regarding their operations
as they relate to the Funds.
11
THE HUNTINGTON FUNDS
Balanced Fund
Huntington
VA Balanced Fund
Equity Funds
Huntington VA Dividend Capture Fund
Huntington VA Growth Fund
Huntington VA Income Equity Fund
Huntington VA International Equity Fund
Huntington VA Mid Corp America Fund
Huntington VA Real Strategies Fund
Huntington VA Rotating Markets Fund
Huntington VA Situs Fund
Income Fund
Huntington VA
Mortgage Securities Fund
SUPPLEMENT DATED SEPTEMBER 4, 2013 TO THE HUNTINGTON VA FUNDS
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 30, 2013
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SUB-SECTION TITLED TRUSTEES AND OFFICERS ON PAGES 38 THROUGH 40 IN THE HUNTINGTON VA
FUNDS STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
Trustees and Officers
The following tables provide information about Independent Trustees, Interested Trustees and the senior officers of the Trust. Each Trustee oversees all
portfolios of the Trust and serves for an indefinite term (subject to mandatory retirement provisions). Information about each Trustee is provided below and includes each persons: name, address, age (as of the date of the Funds most
recent fiscal year end), present position(s) held with the Trust, principal occupations for the past five years and total compensation received as a Trustee for the most recent fiscal year. Please note that the information consolidates and includes
historical information from their service as Trustee or Officer of the Original Trusts. Unless otherwise noted, the business address of each person listed below is c/o The Huntington Funds, 2960 N. Meridian Street, Suite 300, Indianapolis, IN 46208.
Unless otherwise noted, each officer is elected annually by the Board. Each Trustee and officer also serves in the same capacity for the Huntington Strategy Shares, another open-end investment company whose series are managed by the Advisor.
Collectively, The Huntington Funds and Huntington Strategy Shares comprise the Huntington Complex which is comprised of 35 separate series. Each Trustee serves as Trustee for all 35 portfolios of the Huntington Complex.
As of December 31, 2012, the Trustees and officers as a group owned less than 1% of Shares of the Trust.
1
Independent Trustees Background and Compensation
|
|
|
|
|
Name
Age
Positions Held with Trust
Date Service Began with Huntington
Complex
|
|
Principal Occupation(s) During Past Five Years, Previous
Position(s) and Other Directorships Held
|
|
Total Compensation
From Trust
(past calendar year)
|
Thomas J. Westerfield*
Age: 58
CHAIRMAN OF THE BOARD AND TRUSTEE
Began serving: January 2001
|
|
Principal Occupation(s):
Chairman of the Board and Of Counsel, Dinsmore & Shohl LLP (law firm) (August 2005 to present).
Previous Position(s):
Of Counsel, Cors & Bassett LLC (law firm) (1993-2005).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
|
|
$56,000.00
|
|
|
|
Eddie R. Munson
Age: 62
TRUSTEE
Began Serving: June 2012
|
|
Principal Occupation(s):
Retired (September 2006 to present).
Previous Position(s):
Certified Public Accountant, KPMG LLP (June 1972 to September 2006).
Other Directorships Held:
Board Member, Huntington Strategy Shares; Board Member, Bearingpoint (2006 to 2008); Board Member, United American Healthcare
(September 2006 to June 2008); Board Member, Caraco (June 2011 to December 2011).
|
|
$23,500.00
|
|
|
|
David S. Schoedinger
Age: 70
TRUSTEE
Began serving: May 1990
|
|
Principal Occupation(s):
Funeral Director, Schoedinger Funeral Service (1965 to present); CEO, Schoedinger Financial Services, Inc.
(1987 to present).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
|
|
$62,000.00
|
|
|
|
Mark D. Shary
Age: 53
TRUSTEE
Began serving: November 2010
|
|
Principal Occupation(s):
Managing Director, ET Partner (consulting) (2008 to present); Private investor (2007 to present).
Previous Position(s):
Chief Executive Officer and President, BestTransport.com, Inc. (2003 to 2007); President, Bostech Corporation (2000 to 2002).
Other Directorships Held:
Board Member, Huntington Strategy Shares; Director, SafeWhite, hc1.com, Updox, MBA Focus, InnerApps, and Vantage Point
Logistics (all private companies); Trustee, TechColumbus (non-profit); Director, Healthcare.com (1998-2000) (public company).
|
|
$56,500.00
|
|
|
|
William H. Zimmer, III
Age: 59
TRUSTEE
Began Serving:
December 2006
|
|
Principal Occupation(s):
Chief Executive Officer, Cintel Federal Credit Union, (January 2011 to present).
Previous Position(s):
Consultant, WHZIII, LLC (March 2009 to January 2011); Assistant Treasurer, Dana Holding Corp. (September 2006 to February 2009)
(manufacturing); Vice President and Manager, Global Treasury Management, National City Bank (January 2004 to March 2006); Vice President, Treasury Management Operations, Provident Bank (June 2003 to January 2004); Financial Consultant (April 2001 to
June 2003).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
|
|
$47,000.00
|
*
|
Thomas J. Westerfield became Chairman of the Funds on February 14, 2013.
|
2
Officers*
|
|
|
Name
Age
Positions Held with Trust
Address
Date Service Began with Huntington Complex
|
|
Principal Occupation(s) and Previous
Position(s)
|
Joseph L. Rezabek
Age: 45
PRESIDENT
37 West Broad Street
Columbus, OH 43215
Began Serving: February 2013
|
|
Principal Occupation(s):
President, Huntington Asset Services, Inc. (HASI) (March 2012 to present); President, Huntington
Strategy Shares (February 2013 to present).
Previous Position(s):
Managing Director and Head of Fund Services, Citi (2006 to 2012); Chief Operating
Officer (Milan, Italy), State Street Corporation (1999 to 2006).
|
|
|
R. Jeffrey Young
Age: 49
CHIEF EXECUTIVE OFFICER
37 West Broad Street
Columbus, OH 43215
Began Serving: February 2010
|
|
Principal Occupation(s):
Senior Vice President, HASI (January 2010 to present); Chief Executive Officer, Huntington Strategy Shares
(November 2010 to present); Chairman of the Board, Valued Advisers Trust (June 2010 to present); Chief Executive Officer and President, Valued Advisers Trust (January 2010 to present).
Previous Position(s):
President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013); Independent Chair, Valued Advisers
Trust (August 2008 to Janaury 2010); Managing Director, WealthStone (2007 to 2009); Senior Vice President, Operations, BISYS Fund Services (2006 to 2007); Senior Vice President/Vice President, Client Services, BISYS Fund Services (1994 to
2006).
|
|
|
Martin R. Dean
Age: 49
ANTI-MONEY LAUNDERING OFFICER AND
CHIEF COMPLIANCE OFFICER
37 West Broad Street
Columbus, OH 43215
Began Serving: July 2013
|
|
Principal Occupation(s):
Senior Vice President and Compliance Group Manager, HASI (July 2013 to present); Anti-Money Laundering
Officer and Chief Compliance Officer, Huntington Strategy Shares (July 2013 to present).
Previous Position(s):
Director and Fund Accounting and Fund
Administration Product Manager, Citi (2008 to June 2013); Senior Vice President/Vice President, Fund Administration, Citi (formerly, BISYS Fund Services) (May 1994 to 2008)
|
|
|
Matthew J. Miller
Age: 37
VICE PRESIDENT
2960 N. Meridian St., Ste 300
Indianapolis, IN 46208
Began Serving: February 2010
|
|
Principal Occupation(s):
Vice President, Relationship Management, HASI (2008 to present).
Previous Position(s):
Vice President, Transfer Agency Operations, HASI (2002 to 2008).
|
|
|
Robert W. Silva
Age: 46
TREASURER
2960 N. Meridian St., Ste. 300,
Indianapolis, IN 46208
Began Serving: November 2010
|
|
Principal Occupation(s):
Vice President, Financial Administration, HASI (September 2010 to present); Treasurer, Huntington Strategy
Shares (November 2010 to present).
Previous Position(s):
Treasurer, Dreman Contrarian Funds (March 2011 to February 2013); Senior Vice President,
Citi Fund Services, Ohio, Inc. (September 2007 to September 2010).
|
3
|
|
|
Name
Age
Positions Held with Trust
Address
Date Service Began with Huntington Complex
|
|
Principal Occupation(s) and Previous
Position(s)
|
Jay S. Fitton
Age: 43
SECRETARY
3805 Edwards Road
Cincinnati, OH 45209
Began Serving: February 2012
|
|
Principal Occupation(s):
Vice President of Legal Administration, HASI (November 2011 to present); Secretary, Huntington Strategy
Shares (October 2012 to present).
Previous Position(s):
Vice President and Senior Counsel, J.P. Morgan Chase (April 2007 to November
2011).
|
*
|
Officers do not receive any compensation from the Trust, except that David R. Carson received compensation from the Trust of $131,250 for the fiscal year ended December 31, 2012 for serving as
the Trusts Chief Compliance Officer during that period.
|
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE
SECTION TITLED COMMITTEES OF THE BOARD OF TRUSTEES ON PAGE 41 IN THE HUNTINGTON VA FUNDS STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
|
|
|
|
|
|
|
Board Committee
|
|
Committee Members
|
|
Committee Functions
|
|
Meetings Held
During Last
Fiscal Year
|
Audit
|
|
Eddie R. Munson
David S. Schoedinger
Mark D. Shary (Chairman)
Thomas J. Westerfield
William H. Zimmer, III
|
|
The purposes of the Audit Committee are to oversee the Trusts accounting and financial reporting policies and practices; to oversee the quality and objectivity of the Trusts financial statements and the independent audit
thereof; to consider the selection of independent public accountants for the Trust and the scope of the audit; and to act as a liaison between the Trusts independent auditors and the full Board of Trustees. The Audit Committee also serves as
the Qualified Legal Compliance Committee.
|
|
4
|
|
|
|
|
Compliance
|
|
Eddie R. Munson
David S. Schoedinger
Mark D. Shary
Thomas J. Westerfield (Chairman)
William H. Zimmer, III
|
|
The purpose of the Compliance Committee is to oversee the Trusts compliance with the legal and regulatory requirements of the Trusts operations, including compliance with securities laws and regulations.
|
|
4
|
|
|
|
|
Investment Oversight
|
|
Eddie R. Munson
David S. Schoedinger
Mark D. Shary
Thomas J. Westerfield
William H. Zimmer, III (Chairman)
|
|
The purpose of the Investment Oversight Committee is to oversee the Funds compliance with investment policies and procedures, to monitor the Funds performance and the Advisors initiatives with regard to investment
management.
|
|
none
|
4
|
|
|
|
|
|
|
Board Committee
|
|
Committee Members
|
|
Committee Functions
|
|
Meetings Held
During Last
Fiscal Year
|
Nominating
|
|
Eddie R. Munson
David S. Schoedinger
(Chairman)
Mark D. Shary
Thomas J. Westerfield
William H. Zimmer, III
|
|
The purpose of the Nominating Committee is to nominate a person or persons to serve as a member of the Board of Trustees. The Nominating Committee will consider nominees recommended by Shareholders. The Nominating Committee shall be
comprised of all Independent Trustees. Recommendations should be submitted to the Nominating Committee in care of The Huntington Funds.
|
|
3
|
|
|
|
|
Special Proxy Voting
|
|
David S. Schoedinger
Mark D. Shary
William H. Zimmer, III
|
|
The purpose of the Special Proxy Voting Committee is to consider and determine how to vote on behalf of the Trust with respect to specific votes referred by the Trusts Advisor.
|
|
0
|
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SECTION TITLED BOARD OWNERSHIP OF SHARES IN THE VA
PORTFOLIOS AND THE HUNTINGTON COMPLEX AS OF DECEMBER 31, 2012 ON PAGE 41 IN THE HUNTINGTON VA FUNDS STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
BOARD OWNERSHIP OF SHARES IN THE VA PORTFOLIOS AND THE HUNTINGTON COMPLEX AS OF DECEMBER 31, 2012
All Funds managed by the Advisor are part of the Huntington Complex. The Huntington Complex consists of the Trust and
Huntington Strategy Shares.
|
|
|
|
|
(1)
Name of Trustee
|
|
(2)
Dollar Range of
Shares Owned
In the VA
Portfolios
|
|
(2)
Dollar Range of Shares
Owned in the Huntington Complex
|
David S. Schoedinger
|
|
None
|
|
Over $ 100,000
|
Thomas J. Westerfield
|
|
None
|
|
Over $ 100,000
|
Mark D. Shary
|
|
None
|
|
Over $100,000
|
William H. Zimmer, III
|
|
None
|
|
Over $100,000
|
Eddie R. Munson
|
|
None
|
|
None
|
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SECTIONS TITLED QUALIFICATIONS AND EXPERIENCE OF THE
TRUSTEES, BOARD STRUCTURE AND BOARD OVERSIGHT OF RISK ON PAGES 42 AND 43 IN THE HUNTINGTON FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
Qualifications and Experience of the Trustees
The
following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board have joined the Board at different points in time since
1990. Generally, no one factor was decisive in the original selection of an
5
individual to join the Board. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (1) the individuals business and
professional experience and accomplishments; (2) the individuals ability to work effectively with the other members of the Board; (3) the individuals prior experience, if any, serving on the boards of public companies
(including, where relevant, other investment companies) and other complex enterprises and organizations; and (4) how the individuals skills, experience and attributes would contribute to an appropriate mix of relevant skills and
experience on the Board.
In respect of each current Trustee, the individuals substantial professional accomplishments and prior experience,
including, in some cases, in fields related to the operations of the Trust, were a significant factor in the determination that the individual should serve as a Trustee of the Trust.
In addition to the information set forth in the table above, the following sets forth additional information about the qualifications and experience of each
of the Trustees that lead to the conclusion that each Trustee should serve as Trustee of the Trust.
Eddie R. Munson
Mr. Munsons experience includes service as a Certified Public Accountant for over 30 years. In addition, Mr. Munson has served on the Boards of
several companies, including an international business consulting firm, a healthcare management company and a pharmaceutical developer and manufacturer. This experience provides him with an extensive knowledge of management, financial reporting,
operational and corporate governance issues.
David S. Schoedinger
Mr. Schoedingers experience as the chairman and chief executive officer of a private company and president of an insurance agency provides him an
extensive knowledge of investment, operational, management and corporate governance issues. As chairman and chief executive officer, Mr. Schoedinger managed all of the investing for the companys defined benefit plan until 2009.
Mr. Schoedinger has also served on the boards of two private companies and as past president for several industry organizations. In addition, his over
twenty years as an Independent Trustee of the Trust have given him an extensive understanding of the Trusts operations.
Mark D. Shary
Mr. Sharys experience includes over twenty years of corporate executive and accounting experience, including service as the chief financial officer
of a publicly traded company and the chief executive officer of two companies. Mr. Shary is a Certified Public Accountant and has served in the financial services and investment company-related practices of a global accounting firm.
Mr. Shary has also served on the boards of public and private companies, as well as non-profit entities. This experience provides Mr. Shary with extensive knowledge of management, financial reporting, and corporate governance issues. In
addition, his multi-year service as an Independent Trustee of The Huntington Funds has given him a strong understanding of investment company operations.
Thomas J. Westerfield
Mr. Westerfields
experience includes serving as a corporate lawyer advising on corporate and mutual fund issues since 1981. Mr. Westerfield has also served on the boards of private companies, including a real estate development company. His legal background and
board experience provides him with extensive knowledge of regulatory, business, financial reporting and corporate governance issues. In addition, his twelve years of service as a Trustee of the Trust have given him an extensive understanding of the
Trusts operations.
6
William H. Zimmer III
Mr. Zimmer has over twenty years of corporate and financial industry experience, including service as a chief financial officer of a publicly traded
company, assistant treasurer of a multinational corporation, secretary-treasurer of a large NYSE firm, and a manager of global treasury operations for a large bank. Mr. Zimmer also has experience serving on the boards of mutual funds and large
companies. This experience provides him with an extensive knowledge of management, financial reporting, operational and corporate governance issues. In addition, his five years as an Independent Trustee of the Trust have given him a strong
understanding of the Trusts operations.
Board Structure
The Board of Trustees is responsible for overseeing the management and operations of the Trust. The Board consists of five Independent Trustees. The
Chairperson of the Trust, Thomas J. Westerfield, is an Independent Trustee.
The Board of Trustees has five standing committees: Audit Committee,
Compliance Committee, Investment Oversight Committee, Nominating Committee and Special Proxy Voting Committee. The Audit Committee and Nominating Committee are chaired by Independent Trustees. Through the Audit, Compliance, Investment Oversight,
Nominating and Special Proxy Voting Committees, the Independent Trustees consider and address important matters involving the Trust, including those presenting conflicts or potential conflicts of interest for Trust management. The Board holds four
regular meetings each year to consider and address matters involving the Funds. The Board also may hold special meetings to address matters arising between regular meetings. In addition, the Independent Trustees regularly meet outside the presence
of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.
The Board reviews its structure
regularly and believes that its leadership structure, including having a super-majority of Independent Trustees, coupled with an Independent Chairperson, is appropriate and in the best interests of the Trust, given its specific characteristics. The
Board of Trustees also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews the mix of skills and other
relevant experiences of the Trustees.
Board Oversight of Risk
An integral part of the Boards overall responsibility for overseeing the management and operations of the Trust is the Boards oversight of the risk
management of the Trusts investment programs and business affairs. The Funds are subject to a number of risks, such as investment risk, credit and counterparty risk, valuation risk, risk of operational failure or lack of business continuity,
and legal, compliance and regulatory risk. The Funds, the Advisor and other service providers to the Trust have implemented various processes, procedures and controls to identify risks to the Funds, to lessen the probability of their occurrence and
to mitigate any adverse effect should they occur. Different processes, procedures and controls are employed with respect to different types of risks.
The
Board of Trustees exercises oversight of the risk management process through the Audit Committee and the Compliance Committee, and through oversight by the Board itself. In addition to adopting, and periodically reviewing, policies and procedures
designed to address risks to the Funds, the Board of Trustees requires management of the Advisor and the Trust, including the Trusts Chief Compliance Officer (CCO), to report to the Board and the Committees of the Board on a
variety of matters, including matters relating to risk management, at regular and special meetings. The Board and the Audit Committee receive regular reports from the Trusts independent public accountants on internal control and financial
reporting matters. On at least a
7
quarterly basis, the Independent Trustees meet with the Trusts CCO, including outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives a
quarterly report from the Trusts CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. The Board and the Investment Oversight Committee monitor the Funds investment policies
and procedures as well as valuation of the Funds securities. The Board and the Investment Oversight Committee also receive quarterly reports from the Advisor on the investments and securities trading of the Funds, including their investment
performance and asset weightings compared to appropriate benchmarks, as well as reports regarding the valuation of the Funds securities. The Board also receives reports from the Trusts primary service providers regarding their operations
as they relate to the Funds.
8
THE HUNTINGTON FUNDS
HUNTINGTON INCOME GENERATION FUND
CLASS C SHARES
TRUST
SHARES
HUNTINGTON WORLD INCOME FUND
CLASS A SHARES
TRUST
SHARES
SUPPLEMENT DATED SEPTEMBER 4, 2013 TO THE HUNTINGTON INCOME GENERATION FUND AND HUNTINGTON WORLD INCOME FUNDS
(THE FUNDS) STATEMENT OF ADDITIONAL INFORMATION DATED FEBRUARY 28, 2013
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE
SUB-SECTION TITLED TRUSTEES AND OFFICERS ON PAGES 40 THROUGH 42 IN THE FUNDS STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
Trustees and Officers
The following tables provide
information about Independent Trustees, Interested Trustees and the senior officers of the Trust. Each Trustee oversees all portfolios of the Trust and serves for an indefinite term (subject to mandatory retirement provisions). Information about
each Trustee is provided below and includes each persons: name, address, age (as of the date of the Funds most recent fiscal year end), present position(s) held with the Trust, principal occupations for the past five years and total
compensation received as a Trustee for the most recent fiscal year. Please note that the information consolidates and includes historical information from their service as Trustee or Officer of the Original Trusts. Unless otherwise noted, the
business address of each person listed below is c/o The Huntington Funds, 2960 N. Meridian Street, Suite 300, Indianapolis, IN 46208. Unless otherwise noted, each officer is elected annually by the Board. Each Trustee and officer also serves in the
same capacity for the Huntington Strategy Shares, another open-end investment company whose series are managed by the Advisor. Collectively, The Huntington Funds and Huntington Strategy Shares comprise the Huntington Complex which is
comprised of 35 separate series. Each Trustee serves as Trustee for all 35 portfolios of the Huntington Complex.
As of December 31, 2012, the
Trustees and officers as a group owned less than 1% of Shares of the Trust.
1
Independent Trustees Background and Compensation
|
|
|
|
|
Name
Age
Positions Held with Trust
Date Service Began with Huntington
Complex
|
|
Principal Occupation(s) During Past Five Years, Previous
Position(s) and Other Directorships Held
|
|
Total Compensation
From Trust
(past calendar year)
|
Thomas J. Westerfield*
Age: 58
CHAIRMAN OF THE BOARD AND TRUSTEE
Began serving: January 2001
|
|
Principal Occupation(s):
Chairman of the Board and Of Counsel, Dinsmore & Shohl LLP (law firm) (August 2005 to present).
Previous Position(s):
Of Counsel, Cors & Bassett LLC (law firm) (1993-2005).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
|
|
$56,000.00
|
|
|
|
Eddie R. Munson
Age: 62
TRUSTEE
Began Serving: June 2012
|
|
Principal Occupation(s)
:
Retired (September 2006 to present).
Previous Position(s)
:
Certified Public Accountant, KPMG LLP (June 1972 to September 2006).
Other Directorships Held
:
Board Member, Huntington Strategy Shares; Board Member, Bearingpoint (2006 to 2008); Board Member, United American
Healthcare (September 2006 to June 2008); Board Member, Caraco (June 2011 to December 2011).
|
|
$23,500.00
|
|
|
|
David S. Schoedinger
Age: 70
TRUSTEE
Began serving: May 1990
|
|
Principal Occupation(s):
Funeral Director, Schoedinger Funeral Service (1965 to present); CEO, Schoedinger Financial Services, Inc.
(1987 to present).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
|
|
$62,000.00
|
|
|
|
Mark D. Shary
Age: 53
TRUSTEE
Began serving: November 2010
|
|
Principal Occupation(s):
Managing Director, ET Partner (consulting) (2008 to present); Private investor (2007 to present).
Previous Position(s):
Chief Executive Officer and President, BestTransport.com, Inc. (2003 to 2007); President, Bostech Corporation (2000 to 2002).
Other Directorships Held:
Board Member, Huntington Strategy Shares; Director, SafeWhite, hc1.com, Updox, MBA Focus, InnerApps, and Vantage Point
Logistics (all private companies); Trustee, TechColumbus (non-profit); Director, Healthcare.com (1998-2000) (public company).
|
|
$56,500.00
|
|
|
|
William H. Zimmer, III
Age: 59
TRUSTEE
Began Serving:
December 2006
|
|
Principal Occupation(s):
Chief Executive Officer, Cintel Federal Credit Union, (January 2011 to present).
Previous Position(s):
Consultant, WHZIII, LLC (March 2009 to January 2011); Assistant Treasurer, Dana Holding Corp. (September 2006 to February 2009)
(manufacturing); Vice President and Manager, Global Treasury Management, National City Bank (January 2004 to March 2006); Vice President, Treasury Management Operations, Provident Bank (June 2003 to January 2004); Financial Consultant (April 2001 to
June 2003).
Other Directorships Held:
Board Member, Huntington Strategy Shares.
|
|
$47,000.00
|
*
|
Thomas J. Westerfield became Chairman of the Funds on February 14, 2013.
|
2
Officers*
|
|
|
Name
Age
Positions Held with Trust
Address
Date Service Began with Huntington Complex
|
|
Principal Occupation(s) and Previous
Position(s)
|
Joseph L. Rezabek
Age: 45
PRESIDENT
37 West Broad Street
Columbus, OH 43215
Began Serving: February 2013
|
|
Principal Occupation(s):
President, Huntington Asset Services, Inc. (HASI) (March 2012 to present); President, Huntington
Strategy Shares (February 2013 to present).
Previous Position(s):
Managing Director and Head of Fund Services, Citi (2006 to 2012); Chief Operating
Officer (Milan, Italy), State Street Corporation (1999 to 2006).
|
|
|
R. Jeffrey Young
Age: 49
CHIEF EXECUTIVE OFFICER
37 West Broad Street
Columbus, OH 43215
Began Serving: February 2010
|
|
Principal Occupation(s)
:
Senior Vice President, HASI (January 2010 to present); Chief Executive Officer, Huntington Strategy
Shares (November 2010 to present); Chairman of the Board, Valued Advisers Trust (June 2010 to present); Chief Executive Officer and President, Valued Advisers Trust (January 2010 to present).
Previous Position(s):
President and Chief Executive Officer, Dreman Contrarian Funds (March 2011 to February 2013); Independent Chair, Valued Advisers
Trust (August 2008 to Janaury 2010); Managing Director, WealthStone (2007 to 2009); Senior Vice President, Operations, BISYS Fund Services (2006 to 2007); Senior Vice President/Vice President, Client Services, BISYS Fund Services (1994 to
2006).
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|
|
Martin R. Dean
Age: 49
ANTI-MONEY LAUNDERING OFFICER AND
CHIEF COMPLIANCE OFFICER
37 West Broad Street
Columbus, OH 43215
Began Serving: July 2013
|
|
Principal Occupation(s)
:
Senior Vice President and Compliance Group Manager, HASI (July 2013 to present); Anti-Money Laundering
Officer and Chief Compliance Officer, Huntington Strategy Shares (July 2013 to present).
Previous Position(s):
Director and Fund Accounting and Fund
Administration Product Manager, Citi (2008 to June 2013); Senior Vice President/Vice President, Fund Administration, Citi (formerly, BISYS Fund Services) (May 1994 to 2008)
|
|
|
Matthew J. Miller
Age: 37
VICE PRESIDENT
2960 N. Meridian St., Ste 300
Indianapolis, IN 46208
Began Serving: February 2010
|
|
Principal Occupation(s):
Vice President, Relationship Management, HASI (2008 to present).
Previous Position(s):
Vice President, Transfer Agency Operations, HASI (2002 to 2008).
|
|
|
Robert W. Silva
Age: 46
TREASURER
2960 N. Meridian St., Ste. 300,
Indianapolis, IN 46208
Began Serving: November 2010
|
|
Principal Occupation(s):
Vice President, Financial Administration, HASI (September 2010 to present); Treasurer, Huntington Strategy
Shares (November 2010 to present).
Previous Position(s):
Treasurer, Dreman Contrarian Funds (March 2011 to February 2013); Senior Vice President,
Citi Fund Services, Ohio, Inc. (September 2007 to September 2010).
|
3
|
|
|
Name
Age
Positions Held with Trust
Address
Date Service Began with Huntington Complex
|
|
Principal Occupation(s) and Previous
Position(s)
|
Jay S. Fitton
Age: 43
SECRETARY
3805 Edwards Road
Cincinnati, OH 45209
Began Serving: February 2012
|
|
Principal Occupation(s):
Vice President of Legal Administration, HASI (November 2011 to present); Secretary, Huntington Strategy
Shares (October 2012 to present).
Previous Position(s):
Vice President and Senior Counsel, J.P. Morgan Chase (April 2007 to November
2011).
|
*
|
Officers do not receive any compensation from the Trust, except that David R. Carson received compensation from the Trust of $131,250 for the fiscal year ended December 31, 2012 for serving as
the Trusts Chief Compliance Officer during that period.
|
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE
SECTION TITLED COMMITTEES OF THE BOARD OF TRUSTEES ON PAGE 43 IN THE FUNDS STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
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|
|
|
|
|
|
Board Committee
|
|
Committee Members
|
|
Committee Functions
|
|
Meetings Held
During Last
Fiscal Year
|
Audit
|
|
Eddie R. Munson
David S. Schoedinger
Mark D. Shary (Chairman)
Thomas J. Westerfield
William H. Zimmer, III
|
|
The purposes of the Audit Committee are to oversee the Trusts accounting and financial reporting policies and practices; to oversee the quality and objectivity of the Trusts financial statements and the independent audit
thereof; to consider the selection of independent public accountants for the Trust and the scope of the audit; and to act as a liaison between the Trusts independent auditors and the full Board of Trustees. The Audit Committee also serves as
the Qualified Legal Compliance Committee.
|
|
4
|
|
|
|
|
Compliance
|
|
Eddie R. Munson
David S. Schoedinger
Mark D. Shary
Thomas J. Westerfield (Chairman)
William H. Zimmer, III
|
|
The purpose of the Compliance Committee is to oversee the Trusts compliance with the legal and regulatory requirements of the Trusts operations, including compliance with securities laws and regulations.
|
|
4
|
|
|
|
|
Investment Oversight
|
|
Eddie R. Munson
David S. Schoedinger
Mark D. Shary
Thomas J. Westerfield
William H. Zimmer, III (Chairman)
|
|
The purpose of the Investment Oversight Committee is to oversee the Funds compliance with investment policies and procedures, to monitor the Funds performance and the Advisors initiatives with regard to investment
management.
|
|
none
|
4
|
|
|
|
|
|
|
Board Committee
|
|
Committee Members
|
|
Committee Functions
|
|
Meetings Held
During Last
Fiscal Year
|
Nominating
|
|
Eddie R. Munson
David S. Schoedinger
(Chairman)
Mark D. Shary
Thomas J. Westerfield
William H. Zimmer, III
|
|
The purpose of the Nominating Committee is to nominate a person or persons to serve as a member of the Board of Trustees. The Nominating Committee will consider nominees recommended by Shareholders. The Nominating Committee shall be
comprised of all Independent Trustees. Recommendations should be submitted to the Nominating Committee in care of The Huntington Funds.
|
|
3
|
|
|
|
|
Special Proxy Voting
|
|
David S. Schoedinger
Mark D. Shary
William H. Zimmer, III
|
|
The purpose of the Special Proxy Voting Committee is to consider and determine how to vote on behalf of the Trust with respect to specific votes referred by the Trusts Advisor.
|
|
0
|
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SECTION TITLED TRUSTEES OWNERSHIP OF SHARES IN THE
FUNDS AND THE HUNTINGTON COMPLEX AS OF DECEMBER 31, 2012 ON PAGE 44 IN THE FUNDS STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
TRUSTEES OWNERSHIP OF SHARES IN THE FUNDS AND IN THE HUNTINGTON COMPLEX
AS OF DECEMBER 31, 2012
All Funds managed by the Advisor are part of the Huntington Complex. The Huntington Complex consists of the Trust and
Huntington Strategy Shares.
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|
|
|
|
|
|
|
|
|
|
|
|
Name of Trustee
|
|
Dollar Range of Shares Owned
in the Income Generation Fund
|
|
|
Dollar Range of Shares Owned in the
World Income Fund
|
|
|
Dollar Range of Shares Owned
in the Huntington Complex
|
|
|
|
|
|
David S. Schoedinger
|
|
|
None
|
|
|
|
$0-10,000
|
|
|
|
over $100,000
|
|
|
|
|
|
Thomas J. Westerfield
|
|
|
None
|
|
|
|
None
|
|
|
|
over $100,000
|
|
|
|
|
|
Mark D. Shary
|
|
|
None
|
|
|
|
None
|
|
|
|
over $100,000
|
|
|
|
|
|
William H. Zimmer, III
|
|
|
None
|
|
|
|
None
|
|
|
|
over $100,000
|
|
|
|
|
|
Eddie R. Munson
|
|
|
None
|
|
|
|
None
|
|
|
|
None
|
|
EFFECTIVE AS OF SEPTEMBER 4, 2013, PLEASE REPLACE THE SECTIONS TITLED QUALIFICATIONS AND EXPERIENCE OF THE
TRUSTEES, BOARD STRUCTURE AND BOARD OVERSIGHT OF RISK ON PAGES 44 THROUGH 46 IN THE FUNDS RETAIL STATEMENT OF ADDITIONAL INFORMATION WITH THE FOLLOWING:
Qualifications and Experience of the Trustees
The
following provides an overview of the considerations that led the Board to conclude that each individual serving as a Trustee of the Trust should so serve. The current members of the Board have joined the Board at different points in time since
1990. Generally, no one factor was decisive in the original selection of an individual to join the Board. Among the factors the Board considered when concluding that an individual should
5
serve on the Board were the following: (1) the individuals business and professional experience and accomplishments; (2) the individuals ability to work effectively with the
other members of the Board; (3) the individuals prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (4) how
the individuals skills, experience and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.
In respect
of each current Trustee, the individuals substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Trust, were a significant factor in the determination that the
individual should serve as a Trustee of the Trust.
In addition to the information set forth in the table above, the following sets forth additional
information about the qualifications and experience of each of the Trustees that lead to the conclusion that each Trustee should serve as Trustee of the Trust.
Eddie R. Munson
Mr. Munsons experience
includes service as a Certified Public Accountant for over 30 years. In addition, Mr. Munson has served on the Boards of several companies, including an international business consulting firm, a healthcare management company and a
pharmaceutical developer and manufacturer. This experience provides him with an extensive knowledge of management, financial reporting, operational and corporate governance issues.
David S. Schoedinger
Mr. Schoedingers
experience as the chairman and chief executive officer of a private company and president of an insurance agency provides him an extensive knowledge of investment, operational, management and corporate governance issues. As chairman and chief
executive officer, Mr. Schoedinger managed all of the investing for the companys defined benefit plan until 2009.
Mr. Schoedinger has
also served on the boards of two private companies and as past president for several industry organizations. In addition, his over twenty years as an Independent Trustee of the Trust have given him an extensive understanding of the Trusts
operations.
Mark D. Shary
Mr. Sharys
experience includes over twenty years of corporate executive and accounting experience, including service as the chief financial officer of a publicly traded company and the chief executive officer of two companies. Mr. Shary is a Certified
Public Accountant and has served in the financial services and investment company-related practices of a global accounting firm. Mr. Shary has also served on the boards of public and private companies, as well as non-profit entities. This
experience provides Mr. Shary with extensive knowledge of management, financial reporting, and corporate governance issues. In addition, his multi-year service as an Independent Trustee of The Huntington Funds has given him a strong
understanding of investment company operations.
Thomas J. Westerfield
Mr. Westerfields experience includes serving as a corporate lawyer advising on corporate and mutual fund issues since 1981. Mr. Westerfield has
also served on the boards of private companies, including a real estate development company. His legal background and board experience provides him with extensive knowledge of regulatory, business, financial reporting and corporate governance
issues. In addition, his twelve years of service as a Trustee of the Trust have given him an extensive understanding of the Trusts operations.
6
William H. Zimmer III
Mr. Zimmer has over twenty years of corporate and financial industry experience, including service as a chief financial officer of a publicly traded
company, assistant treasurer of a multinational corporation, secretary-treasurer of a large NYSE firm, and a manager of global treasury operations for a large bank. Mr. Zimmer also has experience serving on the boards of mutual funds and large
companies. This experience provides him with an extensive knowledge of management, financial reporting, operational and corporate governance issues. In addition, his five years as an Independent Trustee of the Trust have given him a strong
understanding of the Trusts operations.
Board Structure
The Board of Trustees is responsible for overseeing the management and operations of the Trust. The Board consists of five Independent Trustees. The
Chairperson of the Trust, Thomas J. Westerfield, is an Independent Trustee.
The Board of Trustees has five standing committees: Audit Committee,
Compliance Committee, Investment Oversight Committee, Nominating Committee and Special Proxy Voting Committee. The Audit Committee and Nominating Committee are chaired by Independent Trustees. Through the Audit, Compliance, Investment Oversight,
Nominating and Special Proxy Voting Committees, the Independent Trustees consider and address important matters involving the Trust, including those presenting conflicts or potential conflicts of interest for Trust management. The Board holds four
regular meetings each year to consider and address matters involving the Funds. The Board also may hold special meetings to address matters arising between regular meetings. In addition, the Independent Trustees regularly meet outside the presence
of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.
The Board reviews its structure
regularly and believes that its leadership structure, including having a super-majority of Independent Trustees, coupled with an Independent Chairperson, is appropriate and in the best interests of the Trust, given its specific characteristics. The
Board of Trustees also believes its leadership structure facilitates the orderly and efficient flow of information to the Independent Trustees from Trust management.
When considering potential nominees to fill vacancies on the Board, and as part of its annual self-evaluation, the Board reviews the mix of skills and other
relevant experiences of the Trustees.
Board Oversight of Risk
An integral part of the Boards overall responsibility for overseeing the management and operations of the Trust is the Boards oversight of the risk
management of the Trusts investment programs and business affairs. The Funds are subject to a number of risks, such as investment risk, credit and counterparty risk, valuation risk, risk of operational failure or lack of business continuity,
and legal, compliance and regulatory risk. The Funds, the Advisor and other service providers to the Trust have implemented various processes, procedures and controls to identify risks to the Funds, to lessen the probability of their occurrence and
to mitigate any adverse effect should they occur. Different processes, procedures and controls are employed with respect to different types of risks.
The
Board of Trustees exercises oversight of the risk management process through the Audit Committee and the Compliance Committee, and through oversight by the Board itself. In addition to adopting, and periodically reviewing, policies and procedures
designed to address risks to the Funds, the Board of Trustees requires management of the Advisor and the Trust, including the Trusts Chief Compliance Officer (CCO), to report to the Board and the Committees of the Board on a
variety of matters, including matters relating to risk management, at regular and special meetings. The Board and the Audit Committee receive regular reports from the Trusts independent public accountants on internal control and financial
reporting matters. On at least a
7
quarterly basis, the Independent Trustees meet with the Trusts CCO, including outside the presence of management, to discuss issues related to compliance. Furthermore, the Board receives a
quarterly report from the Trusts CCO regarding the operation of the compliance policies and procedures of the Trust and its primary service providers. The Board and the Investment Oversight Committee monitor the Funds investment policies
and procedures as well as valuation of the Funds securities. The Board and the Investment Oversight Committee also receive quarterly reports from the Advisor on the investments and securities trading of the Funds, including their investment
performance and asset weightings compared to appropriate benchmarks, as well as reports regarding the valuation of the Funds securities. The Board also receives reports from the Trusts primary service providers regarding their operations
as they relate to the Funds.
8
PART C
FORM N-1A
OTHER INFORMATION
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|
|
ITEM 28.
|
|
Exhibits.
|
|
|
(a)(1)
|
|
Agreement and Declaration of Trust of the Registrant dated April 27, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No.
811-05010).
|
|
|
(a)(2)
|
|
Amendment No. 1 to Agreement and Declaration of Trust of the Registrant dated April 27, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No.
811-05010).
|
|
|
(b)(1)
|
|
Bylaws of the Registrant dated April 27, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(c)(1)
|
|
Specimen Certificate for Shares of Beneficial Interest of the Registrant dated April 18, 2006, including Certificate of Amendment dated May 17, 2006 Incorporated by reference to Registrants Post-Effective Amendment No.
50 filed August 24, 2006 (File No. 811-05010) .
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|
|
(d)(1)
|
|
Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Dividend Capture Fund, International Equity Fund, Mid Corp America Fund, New Economy Fund, Rotating
Markets Fund, Macro 100 Fund and Situs Small Cap Fund Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(d)(2)
|
|
Amendment to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Dividend Capture Fund, International Equity Fund, Mid Corp America Fund, New Economy Fund,
Rotating Markets Fund, Macro 100 Fund and Situs Small Cap Fund Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(d)(3)
|
|
Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the U.S. Treasury Money Market Fund, Growth Fund, Income Equity Fund, Fixed Income Securities Fund,
Short/Intermediate Fixed Income Securities Fund, Money Market Fund, Ohio Municipal Money Market Fund, Ohio Tax-Free Fund, Michigan Tax-Free Fund, Mortgage Securities Fund, Florida Tax-Free Fund and Intermediate Government Income Fund
Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(d)(4)
|
|
Amendment to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the U.S. Treasury Money Market Fund, Growth Fund, Income Equity Fund, Fixed Income Securities
Fund, Short/Intermediate Fixed Income Securities Fund, Money Market Fund, Ohio Municipal Money Market Fund, Ohio Tax-Free Fund, Michigan Tax-Free Fund, Mortgage Securities Fund, Florida Tax-Free Fund and Intermediate Government Income Fund
Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(d)(5)
|
|
Investment Advisory Agreement dated September 11, 2007, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA International Equity Fund, VA Income Equity Fund, VA
Macro 100 Fund, VA Mid Corp America
|
|
|
|
|
|
|
|
Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No.
811-05010).
|
|
|
(d)(6)
|
|
Amendment to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA International Equity Fund, VA Income
Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund Incorporated by reference to Registrants Post-Effective Amendment No. 50
filed August 24, 2006 (File No. 811-05010).
|
|
|
(d)(7)
|
|
Letter Agreement dated June 23, 2006, to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA International
Equity Fund, VA Income Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 51 filed February 28, 2007 (File No. 811-05010).
|
|
|
(d)(8)
|
|
Letter Agreement dated February 27, 2007, to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA International
Equity Fund, VA Income Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 57 filed April 29, 2008 (File No. 811-05010).
|
|
|
(d)(9)
|
|
Letter Agreement dated February 27, 2007, to Investment Advisory Agreement dated August 31, 2007, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA International
Equity Fund, VA Income Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 57 filed April 29, 2008 (File No. 811-05010).
|
|
|
(d)(10)
|
|
Letter Agreement dated January 24, 2008, to Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Dividend Capture Fund, VA Growth Fund, VA International
Equity Fund, VA Income Equity Fund, VA Macro 100 Fund, VA Mid Corp America Fund, VA Mortgage Securities Fund, VA New Economy Fund, VA Rotating Markets Fund and VA Situs Small Cap Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 57 filed April 29, 2008 (File No. 811-05010).
|
|
|
(d)(11)
|
|
Subadvisory Agreement dated June 23, 2006, between the Registrant, Huntington Asset Advisors, Inc. and Laffer Investments, Inc. (terminated) Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed
August 24, 2006 (File No. 811-05010).
|
|
|
(d)(12)
|
|
Amended and Restated Exhibit 1 to Schedule A to the Investment Advisory Agreement dated June 23, 2006, between Registrant and Huntington Asset Advisors, Inc. Incorporated by reference to Registrants Post-Effective
Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(d)(13)
|
|
Letter Agreement dated October 29, 2008, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Balanced Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 64 filed April 29, 2008 (File No. 811-05010).
|
|
|
(d)(14)
|
|
Letter Agreement dated January 29, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Balanced
|
|
|
|
|
|
|
|
Fund Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2008 (File No. 811-05010).
|
|
|
(d)(15)
|
|
Amended and restated Exhibit A dated October 21, 2008, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc. Incorporated by reference to
Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(d)(16)
|
|
Amended and restated Schedule A dated May 1, 2008, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc. Incorporated by reference to Registrants
Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(d)(17)
|
|
Letter Agreement dated April 27, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the VA Balanced Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(d)(18)
|
|
Letter Agreement dated June 15, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Tax-Free Money Market Fund, Money Market Fund, Ohio
Municipal Money Market Fund and U.S. Treasury Money Market Fund Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(d)(19)
|
|
Letter Agreement dated July 29, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Growth Allocation Fund, Balanced Allocation Fund and
Conservative Allocation Fund Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(d)(20)
|
|
Letter Agreement dated December 28, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Global Select markets Fund Incorporated by
reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No. 811-05010).
|
|
|
(d)(21)
|
|
Amended and restated Schedule A dated December 28, 2009, to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc. Incorporated by reference to Registrants
Post-Effective Amendment No. 68 filed April 30, 2010 (File No. 811-05010).
|
|
|
(d)(22)
|
|
Amendment to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 72 filed May 2, 2011 (File No. 811-05010).
|
|
|
(d)(23)
|
|
Amendment to the Investment Advisory Agreement dated June 23, 2006, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Disciplined Equity Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 76 filed July 28, 2011 (File No. 811-05010).
|
|
|
(d)(24)
|
|
Investment Subadvisory Agreement dated July 21, 2011, between Huntington Asset Advisors, Inc. and Haberer Registered Investment Advisor, Inc., relating to the Huntington Disciplined Equity Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 76 filed July 28, 2011 (File No. 811-05010).
|
|
|
|
|
|
(d)(25)
|
|
Amendment to the Investment Advisory Agreement dated May 25, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 84 filed June 1, 2012 (File No. 811-05010).
|
|
|
(d)(26)
|
|
Amendment to the Investment Advisory Agreement dated June 22, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Longer Duration Fixed Income Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 85 filed July 6, 2012 (File No. 811-05010).
|
|
|
(d)(27)
|
|
Amendment to the Investment Advisory Agreement dated August 9, 2012, between the Registrant and Huntington Asset Advisors, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 86 filed August 16,
2012 (File No. 811-05010).
|
|
|
(d)(28)
|
|
Amendment to the Investment Advisory Agreement dated August 9, 2012, between the Registrant and Huntington Asset Advisors, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 86 filed August 16,
2012 (File No. 811-05010).
|
|
|
(d)(29)
|
|
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington Retail Funds Filed herewith.
|
|
|
(d)(30)
|
|
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington Retail Funds Filed herewith.
|
|
|
(d)(31)
|
|
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington VA Funds Filed herewith.
|
|
|
(e)(1)
|
|
Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No.
811-05010).
|
|
|
(e)(2)
|
|
Amendment to Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
(e)(3)
|
|
Exhibit A to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
(e)(4)
|
|
Amended and restated Amendment #1 to Exhibit A to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment
No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(e)(5)
|
|
Exhibit B to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
(e)(6)
|
|
Amendment #1 to Exhibit B dated April 30, 2007, to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective
Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(e)(7)
|
|
Exhibit C to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
|
|
|
(e)(8)
|
|
Amendment #1 to Exhibit C dated April 30, 2007, to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants
Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(e)(9)
|
|
Exhibit D to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
(e)(10)
|
|
Amended and restated Exhibit E dated August 31, 2007, to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective
Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(e)(11)
|
|
Form of Distribution Agreement dated April 1, 2009, between the Registrant and Unified Financial Securities, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File
No.
811-05010).
|
|
|
(e)(12)
|
|
Distribution Agreement dated April 1, 2009, between the Registrant and Unified Financial Securities, Inc., including Exhibits A and B Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed
October 14, 2009 (File No. 811-05010).
|
|
|
(e)(13)
|
|
Amended and Restated Exhibit A dated December 28, 2009 to the Distribution Agreement dated April 1, 2009 Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File
No.
811-05010).
|
|
|
(e)(14)
|
|
Amendment to the Distribution Agreement dated April 1, 2009, between the Registrant and Unified Financial Securities, Inc., including Exhibit A, relating to the Huntington World Income Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 72 filed May 2, 2011 (File No. 811-05010).
|
|
|
(e)(15)
|
|
Amendment to the Distribution Agreement dated April 1, 2009, between the Registrant and Unified Financial Securities, Inc., including Exhibit A, relating to the Huntington Disciplined Equity Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 76 filed July 28, 2011 (File No. 811-05010).
|
|
|
(e)(16)
|
|
Amendment to the Distribution Agreement dated May 25, 2012, including Exhibit A, between the Registrant and Unified Financial Securities, Inc., relating to the Huntington Income Generation Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 84 filed June 1, 2012 (File No. 811-05010).
|
|
|
(e)(17)
|
|
Amendment to the Distribution Agreement dated June 22, 2012, including Exhibit A, between the Registrant and Unified Financial Securities, Inc., relating to the Huntington Longer Duration Fixed Income Fund Incorporated by
reference to Registrants Post-Effective Amendment No. 85 filed July 6, 2012 (File No. 811-05010).
|
|
|
(e)(18)
|
|
Amended Distribution Agreement dated August 31, 2012, including Exhibits A and B, between the Registrant and Unified Financial Securities, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 88
filed February 28, 2013 (File No. 811-05010).
|
|
|
(e)(19)
|
|
Letter Agreement dated November 15, 2012, between the Registrant and Unified Financial Securities, Inc. relating to the U.S. Treasury Money Market Fund Incorporated by reference to Registrants Post-Effective Amendment
No. 91 filed April 30, 2013 (File No. 811-05010).
|
|
|
|
|
|
(e)(20)
|
|
Amended Distribution Agreement dated August 19, 2013, including Exhibits A and B, between the Registrant and Unified Financial Securities, Inc. Filed herewith.
|
|
|
(f)(1)
|
|
Employee Lease Agreement dated July 9, 2013 between the Registrant, Huntington Strategy Shares and Huntington Asset Services, Inc. for the services rendered by the Funds Chief Compliance Officer Filed
herewith.
|
|
|
(g)(1)
|
|
Custodian Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No.
811-05010).
|
|
|
(g)(2)
|
|
Schedule A to Custodian Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
(g)(3)
|
|
Schedule B dated September 11, 2007 as Amended and Restated on August 31, 2007, to the Custodian Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to
Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(g)(4)
|
|
Amendment to the Custodian Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No.
811-05010).
|
|
|
(g)(5)
|
|
Foreign Custody Manager Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
(g)(6)
|
|
Form of Exhibit A, Amended and Restated as of August 31, 2007, to Foreign Custody Manager Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants
Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(g)(7)
|
|
Schedule I to Foreign Custody Manager Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No. 811-05010).
|
|
|
(g)(8)
|
|
Foreign Custody Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No.
811-05010).
|
|
|
(g)(9)
|
|
Schedule I to Foreign Custody Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File
No.
811-05010).
|
|
|
(g)(10)
|
|
Form of Schedule II, Amended and Restated as of August 31, 2007, to Foreign Custody Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants Post-Effective
Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(g)(11)
|
|
Schedule III to Foreign Custody Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
|
|
|
(g)(12)
|
|
Appendix I to Foreign Custody Agreement dated June 23, 2006, between the Registrant and The Bank of New York Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File
No.
811-05010).
|
|
|
(g)(13)
|
|
Sub-Custody Agreement dated June 23, 2006, between the Registrant, The Huntington National Bank and PFPC Trust Company Incorporated by reference to Registrants Post-Effective Amendment No. 51 filed February 8, 2007
(File No. 811-05010).
|
|
|
(g)(14)
|
|
Custodian Agreement dated June 26, 2006, between the Registrant and State Street Bank and Trust Company including Schedules A, B and C and the Remote Access Services Addendum Incorporated by reference to Registrants
Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(g)(15)
|
|
Schedules A and B to the Custodian Agreement dated October 21, 2008, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009
(File No. 811-05010).
|
|
|
(g)(16)
|
|
Securities Lending Customer Agreement dated September 19, 2007, between the Registrant and PFPC Trust Company Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No.
811-05010).
|
|
|
(g)(17)
|
|
Form of Global Sub-Custodian Agreement between The Huntington National Bank and Brown Brothers Harriman & Co. Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File
No.
811-05010).
|
|
|
(g)(18)
|
|
Custodian Agreement dated May 26, 2009, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No.
811-05010).
|
|
|
(g)(19)
|
|
Appendix B, Amended and Restated as of July 29, 2009, to the Custodian Agreement dated May 26, 2009, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective
Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(g)(20)
|
|
Appendix B, Amended and Restated as of December 28, 2009, to the Custodian Agreement dated May 26, 2009, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective
Amendment No. 68 filed April 30, 2010 (File No. 811-05010).
|
|
|
(g)(21)
|
|
Amendment to the Custodian Agreement dated May 26, 2009, between the Registrant and The Huntington National Bank, relating to the Huntington World Income Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 72 filed May 2, 2011 (File No. 811-05010).
|
|
|
(g)(22)
|
|
Amendment to the Custodian Agreement dated May 26, 2009, between the Registrant and The Huntington National Bank, relating to the Huntington Disciplined Equity Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 76 filed July 28, 2011 (File No. 811-05010).
|
|
|
(g)(23)
|
|
Amended and Restated Custodian Agreement dated May 26, 2009, as amended August 31, 2012, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 91
filed April 30, 2013 (File No. 811-05010).
|
|
|
|
|
|
(g)(24)
|
|
Amendment to Custodian Agreement dated November 8, 2012, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 91 filed April 30, 2013
(File No. 811-05010).
|
|
|
(g)(25)
|
|
Revised Amendment to Custodian Agreement dated November 8, 2012, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 91 filed April 30, 2013
(File No. 811-05010).
|
|
|
(g)(26)
|
|
Revised Amendment to Custodian Agreement effective June 1, 2013, between the Registrant and The Huntington National Bank Filed herewith.
|
|
|
(h)(1)
|
|
Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed
August 24, 2006 (File No. 811-05010).
|
|
|
(h)(2)
|
|
Amended and Restated Exhibit A to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc. Incorporated by reference to Registrants
Post-Effective Amendment No. 63 filed October 21, 2008 (File No. 811-05010).
|
|
|
(h)(3)
|
|
Exhibit B to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment
No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(h)(4)
|
|
Exhibit C to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment
No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(h)(5)
|
|
Exhibit D to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment
No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(h)(6)
|
|
Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File
No.
811-05010).
|
|
|
(h)(7)
|
|
Amended and Restated Investment Company Exhibit as of August 31, 2007, to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to
Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(8)
|
|
Administrative Services Fee Exhibit to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment No.
56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(9)
|
|
First Amendment dated June 29, 2007, to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective Amendment
No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(10)
|
|
Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50
filed
August 24, 2006 (File No. 811-05010).
|
|
|
|
|
|
(h)(11)
|
|
Exhibit A to Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment
No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(h)(12)
|
|
Agreement for Sub-Administrative Services dated June 23, 2006, between the Registrant, The Huntington National Bank and Federated Services Company Incorporated by reference to Registrants Post-Effective Amendment No. 50
filed August 24, 2006 (File No. 811-05010).
|
|
|
(h)(13)
|
|
Amended and Restated Investment Company Exhibit as of August 31, 2007 and dated September 11, 2007, to Agreement for Sub-Administrative Services dated June 23, 2006, between the Registrant, The Huntington National Bank and Federated
Services Company Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(14)
|
|
Sub-Administrative Services Fee Exhibit to Agreement for Sub-Administrative Services dated June 23, 2006, between the Registrant, The Huntington National Bank and Federated Services Company Incorporated by reference to
Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(h)(15)
|
|
First Amendment dated June 29, 2007 to Sub-Administrative Services Fee Exhibit to Agreement for Sub-Administrative Services dated June 23, 2006, between the Registrant, The Huntington National Bank and Federated Services Company
Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(16)
|
|
Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed
August 24, 2006 (File No. 811-05010).
|
|
|
(h)(17)
|
|
Amended and Restated Exhibit A as of August 31, 2007 and dated September 22, 2007, to the Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001
Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(18)
|
|
Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 51 filed February 8, 2007 (File
No.
811-05010).
|
|
|
(h)(19)
|
|
Amendment #1 to the Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 51 filed February 8, 2007
(File No. 811-05010).
|
|
|
(h)(20)
|
|
Amendment #2 to the Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 51 filed February 8, 2007
(File No. 811-05010).
|
|
|
(h)(21)
|
|
Amendment #3 to the Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 51 filed February 8, 2007
(File No. 811-05010).
|
|
|
(h)(22)
|
|
Fund Participation Agreement between the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company dated June 23, 2006 Incorporated by reference to Registrants
Post-Effective Amendment No. 51 filed February 8, 2007 (File No. 811-05010).
|
|
|
|
|
|
(h)(23)
|
|
Schedule A dated June 23, 2006 to the Fund Participation Agreement between the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company dated June 23, 2006
Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(24)
|
|
Form of Amended and Restated Amendment #1 dated August 31, 2007 to Schedule B of the Fund Participation Agreement between the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company
dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008
(File No. 811-05010).
|
|
|
(h)(25)
|
|
Schedule C to the Fund Participation Agreement between the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company dated June 23, 2006 Incorporated by reference to
Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(26)
|
|
Form of Fund Participation Agreement between the Registrant, Nationwide Life Insurance Company, Nationwide Life and Annuity Insurance Company, Huntington Asset Advisors, Inc. and Edgewood Services, Inc. dated June 23, 2006,
including Exhibits A through E Incorporated by reference to Registrants Post-Effective Amendment No. 51 filed February 8, 2007 (File No. 811-05010).
|
|
|
(h)(27)
|
|
Fund Participation Agreement between the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Transamerica Life Insurance Company dated June 23, 2006 Incorporated by reference to Registrants
Post-Effective Amendment No. 51 filed February 8, 2007 (File No. 811-05010).
|
|
|
(h)(28)
|
|
Fund Participation Agreement between the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Sun Life Assurance Company of Canada (U.S.) dated January 1, 2008 Incorporated by reference to
Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
|
|
|
(h)(29)
|
|
Registrants Shareholder Services Plan dated February 13, 2007 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(h)(30)
|
|
Exhibit A dated September 10, 2008, to Registrants Shareholder Services Plan dated February 13, 2007 Incorporated by reference to Registrants Post-Effective Amendment No. 63 filed October 21, 2008 (File No.
811-05010).
|
|
|
(h)(31)
|
|
Indemnification Agreement between the Registrant and Trustee of Trust dated November 9, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(h)(32)
|
|
Indemnification Agreement between the Registrant and Trustee of Trust dated November 9, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(h)(33)
|
|
Indemnification Agreement between the Registrant and Trustee of Trust dated November 9, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(h)(34)
|
|
Indemnification Agreement between the Registrant and Trustee of Trust dated November 9, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
|
|
|
(h)(35)
|
|
Indemnification Agreement between the Registrant and Trustee of Trust dated November 9, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No.
811-05010).
|
|
|
(h)(36)
|
|
Indemnification Agreement between the Registrant and Trustee of Trust dated December 1, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(h)(37)
|
|
Indemnification Agreement between the Registrant and Trustee of Trust dated November 9, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(h)(38)
|
|
Consultant Agreement between Huntington Asset Advisors, Inc. and Laffer Investments, Inc. dated September 1, 2008 Incorporated by reference to Registrants Post-Effective Amendment No. 63 filed October 21, 2008 (File No.
811-05010).
|
|
|
(h)(39)
|
|
Schedule A to the Fund Participation Agreement between the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Sun Life Assurance Company of Canada (U.S.) dated October 21, 2008 Incorporated by reference
to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(h)(40)
|
|
Appendix A to Indemnification Agreement between the Registrant and Trustee William H. Zimmer III, dated October 21, 2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009
(File No.
811-05010).
|
|
|
(h)(41)
|
|
Appendix A to Indemnification Agreement between the Registrant and Trustee Thomas Westerfield, dated October 21,
2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009
(File No.
811-05010).
|
|
|
(h)(42)
|
|
Appendix A to Indemnification Agreement between the Registrant and Trustee Mark Shary, dated October 21, 2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No.
811-05010).
|
|
|
(h)(43)
|
|
Appendix A to Indemnification Agreement between the Registrant and Trustee Tadd Seitz, dated October 21, 2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No.
811-05010).
|
|
|
(h)(44)
|
|
Appendix A to Indemnification Agreement between the Registrant and Trustee B. Randolph Bateman, dated October 21, 2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File
No.
811-05010).
|
|
|
(h)(45)
|
|
Appendix A to Indemnification Agreement between the Registrant and Trustee David Schoedinger, dated October 21,
2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File
No.
811-05010).
|
|
|
(h)(46)
|
|
Amended and Restated Administrative Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April
29, 2009 (File No. 811-05010).
|
|
|
(h)(47)
|
|
Form of Mutual Fund Services Agreement, Fund Sub-Administration Services between The Huntington National Bank and Unified Fund Services, Inc., dated April 1, 2009 Incorporated by reference to Registrants Post-Effective
Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
|
|
|
(h)(48)
|
|
Form of Mutual Fund Sales and Services Agreement (Unified Financial Securities, Inc.) Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(h)(49)
|
|
Amended and Restated Exhibit #2 to Exhibit A of the Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank dated May 1, 2008 Incorporated by reference to
Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(h)(50)
|
|
Amended and Restated Exhibit A as of October 21, 2008, to the Mutual Fund Services Agreement for Transfer Agency Services between the Registrant and Unified Fund Services, Inc. Incorporated by reference to Registrants
Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(h)(51)
|
|
Amendment No. 2 dated November 1, 2008, to the Participation Agreement between the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Transamerica Life Insurance Company Incorporated by reference to
Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(h)(52)
|
|
Form of Shareholder Services Agreement of the Registrant (including Amended and Restated Amendment #1 to Exhibit A) Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009
(File No. 811-05010).
|
|
|
(h)(53)
|
|
Second Amended and Restated Exhibit A to The Huntington Funds Shareholder Services Plan dated September 17, 2008 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No.
811-05010).
|
|
|
(h)(54)
|
|
Mutual Fund Services Agreement for Sub-Administration Services between The Huntington National Bank and Unified Fund Services, Inc., dated April 1, 2009, including Exhibit A and Exhibit B Incorporated by reference to
Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(h)(55)
|
|
Amended and Restated Exhibit A dated April 1, 2009, to the Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank dated June 23, 2006 Incorporated by reference to
Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(h)(56)
|
|
Amendment dated May 7, 2009, to Amended and Restated Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective
Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(h)(57)
|
|
Fund Participation Agreement between Nationwide Financial Services, Inc. and Unified Financial Securities, Inc. as distributor of the Funds, dated April 21, 2009, including Exhibits A through D Incorporated by reference to
Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(h)(58)
|
|
Form of Fund Participation Agreement between the Registrant, Huntington Asset Advisors, Inc., Unified Financial Securities, Inc. and Hartford Life Insurance Company, dated April 1, 2009, including Schedules A through C
Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
|
|
|
(h)(59)
|
|
Amended and Restated Exhibit A as of July 29, 2009, to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc. Incorporated by
reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(h)(60)
|
|
Indemnification Agreement between the Registrant and Trustee Alistair Jessiman dated January 29, 2010 Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No.
811-05010).
|
|
|
(h)(61)
|
|
Amended and Restated Exhibit A as of December 28, 2009, to the Shareholder Services Plan of The Huntington Funds Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No.
811-05010).
|
|
|
(h)(62)
|
|
Amended and Restated Exhibit A as of December 28, 2009, to the Shareholder Services Agreement of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No.
811-05010).
|
|
|
(h)(63)
|
|
Exhibit A to the Mutual Fund Services Agreement for Fund Sub-Administration Services dated December 28, 2009 Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No.
811-05010).
|
|
|
(h)(64)
|
|
Amended and Restated Exhibit A as of December 28, 2009, to the Mutual Fund Services Agreement for Transfer Agency Services between Unified Fund Services, Inc. and The Huntington Funds Incorporated by reference to
Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No. 811-05010).
|
|
|
(h)(65)
|
|
Amended and restated Exhibit A as of December 28, 2009, to the Administrative Services Agreement Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No.
811-05010).
|
|
|
(h)(66)
|
|
Amendment to Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Fund Services, Inc., relating to the Huntington World Income Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 72 filed May 2, 2011 (File No. 811-05010).
|
|
|
(h)(67)
|
|
Amendment to Exhibit A of the Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank, relating to the Huntington World Income Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 72 filed May 2, 2011 (File No. 811-05010).
|
|
|
(h)(68)
|
|
Amendment to the Shareholder Services Agreement, regarding the Huntington World Income Fund Incorporated by reference to Registrants Post-Effective Amendment No. 72 filed May 2, 2011 (File No. 811-05010).
|
|
|
(h)(69)
|
|
Amendment to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Fund Services, Inc., relating to the Huntington Disciplined Equity Fund Incorporated by
reference to Registrants Post-Effective Amendment No. 76 filed July 28, 2011 (File No. 811-05010).
|
|
|
(h)(70)
|
|
Amendment to Exhibit A of the Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank, relating to the Huntington Disciplined Equity Fund Incorporated by reference to
Registrants Post-Effective Amendment No. 76 filed July 28, 2011 (File No. 811-05010).
|
|
|
|
|
|
(h)(71)
|
|
Amendment to Shareholder Services Agreement, regarding the Huntington Disciplined Equity Fund Incorporated by reference to Registrants Post-Effective Amendment No. 76 filed July 28, 2011 (File No.
811-05010).
|
|
|
(h)(72)
|
|
Amended and Restated Exhibit A as of July 5, 2010, to the Financial Administration and Accounting Services Agreement dated December 1, 2001, between the Registrant and The Huntington National Bank Incorporated by reference to
Registrants Post-Effective Amendment No. 76 filed July 28, 2011 (File No. 811-05010).
|
|
|
(h)(73)
|
|
Expense Limitation Agreement dated May 25, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 84 filed June 1, 2012 (File No. 811-05010).
|
|
|
(h)(74)
|
|
Expense Limitation Agreement dated May 1, 2011, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Balanced Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(75)
|
|
Expense Limitation Agreement dated May 1, 2011, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Conservative Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(76)
|
|
Expense Limitation Agreement dated May 1, 2011, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(77)
|
|
Expense Limitation Agreement dated May 1, 2011, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Global Select Markets Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(78)
|
|
Expense Limitation Agreement dated May 1, 2011, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Balanced Fund Incorporated by reference to Registrants Post-Effective Amendment
No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(79)
|
|
Expense Limitation Agreement dated May 1, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Balanced Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(80)
|
|
Expense Limitation Agreement dated May 1, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Conservative Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(81)
|
|
Expense Limitation Agreement dated May 1, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(82)
|
|
Expense Limitation Agreement dated May 1, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Global Select Markets Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(83)
|
|
Expense Limitation Agreement dated May 1, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Balanced Fund Incorporated by reference to Registrants Post-Effective Amendment
No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
|
|
|
(h)(84)
|
|
Amended Expense Limitation Agreement dated August 31, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(85)
|
|
Expense Limitation Agreement dated September 28, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Dividend Capture Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(86)
|
|
Expense Limitation Agreement dated November 30, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(87)
|
|
Expense Limitation Agreement dated February 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington US Treasury Money Market Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(88)
|
|
Expense Limitation Agreement dated February 15, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Real Strategies Fund Incorporated by reference to Registrants
Post-Effective Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(89)
|
|
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Balanced Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(90)
|
|
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Conservative Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(91)
|
|
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Allocation Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(92)
|
|
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Global Select Markets Fund Incorporated by reference to Registrants Post-Effective
Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(93)
|
|
Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Balanced Fund Incorporated by reference to Registrants Post-Effective Amendment
No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(h)(94)
|
|
Amended and Restated Administrative Services Agreement dated June 23, 2006, as amended August 31, 2012, between the Registrant and The Huntington National Bank Incorporated by reference to Registrants Post-Effective
Amendment No. 91 filed April 30, 2013 (File No. 811-05010).
|
|
|
(h)(95)
|
|
Amendment to Mutual Fund Services Agreement for Transfer Agency Services dated August 31, 2012, between the Registrant and Huntington Asset Services, Inc. Incorporated by reference to Registrants Post-Effective
Amendment No. 91 filed April 30, 2013 (File No. 811-05010).
|
|
|
|
|
|
(h)(96)
|
|
Administrative Services Agreement dated December 1, 2012, between the Registrant and Huntington Asset Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 91 filed April 30,
2013 (File No. 811-05010).
|
|
|
(h)(97)
|
|
Expense Limitation Agreement dated April 24, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Fund Incorporated by reference to Registrants Post-Effective Amendment No.
91 filed April 30, 2013 (File No. 811-05010).
|
|
|
(h)(98)
|
|
364-Day Credit Agreement dated January 18, 2013 and Letter Amendment dated December 27, 2012 between Citibank, N.A. and the Registrant Filed herewith.
|
|
|
(h)(99)
|
|
Amendment No. 4 dated May 1, 2013, to the Participation Agreement between the Registrant, Unified Financial Securities, Inc., Huntington Asset Advisors, Inc., Transamerica Financial Life Insurance Company and Transamerica Life
Insurance Company Filed herewith.
|
|
|
(h)(100)
|
|
Supplement to the Master Securities Loan Agreement dated May 22, 2013 between Morgan Stanley & Co., LLC, MS Securities Services Inc. and the Registrant on behalf of the Funds listed on Schedule 1 Filed herewith.
|
|
|
(h)(101)
|
|
Amendment to Mutual Fund Services Agreement for Transfer Agency Services dated August 19, 2013, between the Registrant and Huntington Asset Services, Inc. Filed herewith.
|
|
|
(h)(102)
|
|
Amendment to Exhibit A dated August 19, 2013 to the Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank Filed herewith.
|
|
|
(i)(1)
|
|
Opinion of Counsel as to legality of shares being offered Incorporated by reference to Registrants Post-Effective Amendment No. 47 filed April 29, 2005 (File No. 811-05010).
|
|
|
(i)(2)
|
|
Opinion of Counsel as to legality of shares being offered, relating to the Huntington World Income Fund Incorporated by reference to Registrants Post-Effective Amendment No. 69 filed February 14, 2011 (File No.
811-05010).
|
|
|
(i)(3)
|
|
Opinion of Counsel as to legality of shares being offered, relating to the Huntington Disciplined Equity Fund Incorporated by reference to Registrants Post-Effective Amendment No. 71 filed April 15, 2011 (File No.
811-05010).
|
|
|
(i)(4)
|
|
Opinion of Counsel as to legality of shares being offered, relating to the Huntington Income Generation Fund Incorporated by reference to Registrants Post-Effective Amendment No. 84 filed June 1, 2012 (File No.
811-05010).
|
|
|
(i)(5)
|
|
Opinion of Counsel as to legality of shares being offered, relating to the Huntington Longer Duration Fixed Income Fund Incorporated by reference to Registrants Post-Effective Amendment No. 85 filed July 6, 2012 (File
No. 811-05010).
|
|
|
(j)(1)
|
|
Consent of Independent Registered Public Accounting Firm Incorporated by reference to Registrants Post-Effective Amendment No. 91 filed April 30, 2013 (File No. 811-05010).
|
|
|
(j)(2)
|
|
Consent of Counsel Incorporated by reference to Registrants Post-Effective Amendment No. 47 filed April 29, 2005 (File No. 811-05010).
|
|
|
(k)
|
|
Not applicable.
|
|
|
(l)(1)
|
|
Initial Capital Understanding Incorporated by reference to Registrants Post-Effective Amendment No. 20 filed April 26, 1996 (File No. 811-05010).
|
|
|
|
|
|
(m)(1)
|
|
Distribution Plan of the Registrant dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(m)(2)
|
|
Exhibit A to the Distribution Plan of the Registrant dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(m)(3)
|
|
Amended and Restated Exhibit 1 to Exhibit A to the Distribution Plan of the Registrant dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No.
811-05010).
|
|
|
(m)(4)
|
|
Amended and Restated Distribution Plan of the Registrant dated April 1, 2009 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(m)(5)
|
|
Exhibit A to Amended and Restated Distribution Plan of the Registrant dated April 1, 2009 Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(m)(6)
|
|
Amended and Restated Exhibit A dated December 28, 2009 to the Distribution Plan of the Registrant dated April 1, 2009 Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File
No. 811-05010).
|
|
|
(m)(7)
|
|
Amendment to the Distribution Plan of the Registrant dated April 1, 2009, regarding the Huntington World Income Fund Incorporated by reference to Registrants Post-Effective Amendment No. 72 filed May 2, 2011 (File No.
811-05010).
|
|
|
(m)(8)
|
|
Amendment to the Distribution Plan of the Registrant dated April 1, 2009, regarding the Huntington Disciplined Equity Fund Incorporated by reference to Registrants Post-Effective Amendment No. 76 filed July 28,
2011 (File No. 811-05010).
|
|
|
(m)(9)
|
|
Amended and Restated Distribution Plan of the Registrant dated August 31, 2012 Incorporated by reference to Registrants Post-Effective Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(m)(10)
|
|
Amended and Restated Distribution Plan of the Registrant dated August 19, 2013 Filed herewith.
|
|
|
(n)(1)
|
|
Multiple Class Plan, dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(n)(2)
|
|
Exhibit to the Multiple Class Plan, dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(n)(3)
|
|
Amended and Restated Exhibit #1 to Registrants Multiple Class Plan, dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(n)(4)
|
|
Amended and Restated Exhibit #2 to Registrants Multiple Class Plan, dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
|
|
|
(n)(5)
|
|
Amended and Restated Exhibit dated December 28, 2009, to Registrants Multiple Class Plan, dated June 23, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30,
2010 (File No. 811-05010).
|
|
|
(n)(6)
|
|
Amendment to Registrants Multiple Class Plan regarding the Huntington World Income Fund Incorporated by reference to Registrants Post-Effective Amendment No. 72 filed May 2, 2011 (File No. 811-05010).
|
|
|
(n)(7)
|
|
Form of Amendment to Registrants Multiple Class Plan regarding the Huntington Disciplined Equity Fund Incorporated by reference to Registrants Post-Effective Amendment No. 76 filed July 28, 2011 (File No.
811-05010).
|
|
|
(n)(8)
|
|
Amended Multiple Class Plan of the Registrant dated August 31, 2012 Incorporated by reference to Registrants Post-Effective Amendment No. 88 filed February 28, 2013 (File No. 811-05010).
|
|
|
(o)(1)
|
|
Powers of Attorney of Charles Davis, Daniel Benhase, John Shary, Thomas Westerfield, David Schoedinger and William R. Wise Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006
(File No. 811-05010).
|
|
|
(o)(2)
|
|
Power of Attorney of the Chief Executive Officer and Vice President of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(o)(3)
|
|
Power of Attorney of the President of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(o)(4)
|
|
Power of Attorney of the Treasurer of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
|
|
|
(o)(5)
|
|
Power of Attorney of the Trustee of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(o)(6)
|
|
Power of Attorney of the Trustee of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(o)(7)
|
|
Power of Attorney of the Trustee of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
|
|
|
(o)(8)
|
|
Power of Attorney of the Assistant Secretary of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 63 filed October 21, 2008 (File No. 811-05010).
|
|
|
(o)(9)
|
|
Power of Attorney of Anthony J. Ghoston, Chief Executive Officer of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(o)(10)
|
|
Power of Attorney of Eric McKenzie, Vice President of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No. 811-05010).
|
|
|
(o)(11)
|
|
Power of Attorney of Secretary of Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 66 filed October 14, 2009 (File No. 811-05010).
|
|
|
(o)(12)
|
|
Power of Attorney of Trustee of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 67 filed February 24, 2010 (File No. 811-05010).
|
|
|
|
|
|
(o)(13)
|
|
Power of Attorney of R. Jeffrey Young, Principal Executive Officer of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 67 filed February 24, 2010 (File No. 811-05010).
|
|
|
(o)(14)
|
|
Power of Attorney of Matthew Miller, Vice President of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 67 filed February 24, 2010 (File No. 811-05010).
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(o)(15)
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Power of Attorney of Joel Engle, Treasurer of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 67 filed February 24, 2010 (File No. 811-05010).
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(o)(16)
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Power of Attorney of Secretary of the Registrant Incorporated by reference to Registrants Post-Effective Amendment No. 68 filed April 30, 2010 (File No. 811-05010).
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(o)(17)
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Power of Attorney of the Trustees of the Registrant dated August 9, 2012 Incorporated by reference to Registrants Post-Effective Amendment No. 86 filed August 16, 2012 (File No. 811-05010).
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(p)(1)
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Code of Ethics of Edgewood Services, Inc. Incorporated by reference to Registrants Post-Effective Amendment No. 56 filed April 14, 2008 (File No. 811-05010).
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(p)(2)
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Code of Ethics of The Huntington Funds, dated May 4, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
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(p)(3)
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Code of Ethics of Federated Investors, Inc., dated January 1, 2005, revised January 26, 2005 Incorporated by reference to Registrants Post-Effective Amendment No. 50 filed August 24, 2006 (File No. 811-05010).
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(p)(4)
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Code of Ethics of Laffer Investments, Inc., amended May 4, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
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(p)(5)
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Code of Ethics of Huntington Asset Advisors, Inc., dated November 9, 2006 Incorporated by reference to Registrants Post-Effective Amendment No. 52 filed April 30, 2007 (File No. 811-05010).
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(p)(6)
|
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Code of Ethics of Unified Fund Services, Inc. and Unified Financial Securities, Inc., dated February 4, 2009 Incorporated by reference to Registrants Post-Effective Amendment No. 64 filed April 29, 2009 (File No.
811-05010).
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ITEM 29.
|
Persons Controlled by or Under Common Control with the Registrant
.
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|
No person is controlled by or under common control with the Registrant.
|
ITEM 30.
|
Indemnification
.
|
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|
Indemnification is provided to Officers and Trustees of the Registrant pursuant to Article VII, Section 4 of Registrants Agreement and Declaration of Trust and Section 2 of the Trustees
Indemnification Agreements. The Investment Advisory Contracts provide that, in the absence of willful misfeasance, bad faith or gross negligence, on the part of the Adviser in the
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performance of its duties or from reckless disregard by it of its obligations and duties under the Investment Advisory Contracts. Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection with the performance of the Investment Advisory Contracts. Indemnification of Registrants distributor, custodian and transfer agent against certain losses is provided for, respectively,
in Section 10 of the Distributors Contract, incorporated herein by reference as Exhibit (e)(i), Section 8 of the Custodian Contract, incorporated herein by reference as Exhibit (g)(i) and Section 8 of the Transfer Agency
Agreement incorporated herein by reference as Exhibit (h)(i). Registrants Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.
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Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant to the Declaration of
Trust or otherwise, the Registrant is aware that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and, therefore, is unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by Trustees, Officers, or controlling persons of the Registrant in connection with the successful defense of any act, suit, or
proceeding) is asserted by such Trustees, Officers, or controlling persons in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issues.
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Insofar as indemnification for liabilities may be permitted pursuant to Section 17 of the Investment Company Act of 1940 for Trustees, Officers, and controlling persons of the Registrant by the Registrant pursuant
to the Declaration of Trust or otherwise, the Registrant is aware of the position of the Securities and Exchange Commission as set forth in Investment Company Act Release No. IC-11330. Therefore, the Registrant undertakes that in addition to
complying with the applicable provisions of the Declaration of Trust or otherwise, in the absence of a final decision on the merits by a court or other body before which the proceeding was brought, that an indemnification payment will not be made
unless in the absence of such a decision, a reasonable determination based upon factual review has been made (i) by a majority vote of a quorum of non-party Trustees who are not interested persons of the Registrant or (ii) by independent
legal counsel in a written opinion that the indemnitee was not liable for an act of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties. The Registrant further undertakes that advancement of expenses incurred in the
defense of a proceeding (upon undertaking for repayment unless it is ultimately determined that indemnification is appropriate) against an Officer, Trustee, or controlling person of the Registrant will not be made absent the fulfillment of at least
one of the following conditions: (i) the indemnitee provides security for his undertaking; (ii) the Registrant is insured against losses arising by reason of any lawful advances; or (iii) a majority of a quorum of disinterested
non-party Trustees or independent legal counsel in a written opinion makes a factual determination that there is reason to believe the indemnitee will be entitled to indemnification.
|
ITEM 31.
|
Business and Other Connections of the Investment Adviser
.
|
Huntington Asset Advisors, Inc.,
(Huntington) serves as the investment adviser to the Registrant. Huntington is a wholly owned subsidiary of Huntington Bancshares Incorporated (HBI). Huntington conducts a variety of trust activities. To the knowledge of the
Registrant, none of the directors or executive officers of Huntington, except those set forth below, is or has been at any time during the past two fiscal years engaged in any other business, profession, vocation or employment of a substantial
nature, except that certain directors and executive officers also hold various positions with and engage business for HBI.
The Officers of the Investment Adviser are:
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President/Chief Investment Officer:
|
|
B. Randolph Bateman
|
Secretary and Chief Compliance Officer:
|
|
Kenton Pettit
|
Treasurer and Chief Financial Officer:
|
|
David Castor
|
|
|
The Officers of HBI are:
|
|
|
|
|
Senior Vice Presidents:
|
|
Kirk Mentzer
|
|
|
Christopher M. Rowane
|
|
|
Paula Jurcenko
|
|
|
Craig J. Hardy
|
|
|
Peter Sorrentino
|
|
|
William G. Doughty
|
|
|
Paul Attwood
|
|
|
Herbert Chen
|
|
|
Vice Presidents:
|
|
Paul Koscik
|
|
|
Gustave Seasongood
|
|
|
Kathy Stylarek
|
|
|
Brian Salerno
|
|
|
Andrew Hagedorn
|
|
|
Assistant Vice President:
|
|
Ronald Weiner
|
ITEM 32.
|
Principal Underwriters
.
|
(a) Unified Financial Securities, Inc. also serves as a principal
underwriter for the following investment companies: American Pension Investors Trust, Appleton Funds, Bruce Fund, HC Capital Trust, Unified Series Trust, and Valued Advisers Trust.
(b) The directors and officers of Unified Financial Securities, Inc. are as follows:
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|
|
|
|
1)
Name and Principal
Business
Address
|
|
(2)
Positions and Offices
with
Distributor
|
|
(3)
Positions and Offices
With Registrant
|
Daniel B. Benhase*
|
|
Director
|
|
None
|
|
|
|
Paula Jurcenko***
|
|
President
|
|
None
|
|
|
|
John C. Swhear**
|
|
Chief Compliance Officer
|
|
None
|
|
|
|
Edward J. Kane*
|
|
Vice President
|
|
None
|
|
|
|
A. Dawn Story*
|
|
Vice President
|
|
None
|
|
|
|
Varanont Ruchira**
|
|
Vice President
|
|
None
|
|
|
|
Karyn E. Cunningham**
|
|
Treasurer / Controller
|
|
None
|
|
|
|
Richard A. Cheap*
|
|
Secretary
|
|
None
|
|
|
|
Larry D. Case*
|
|
Assistant Secretary
|
|
None
|
*
|
The principal business address of these individuals is 41 S. High St., Columbus, OH 43215.
|
**
|
The principal business address of these individuals is 2960 N. Meridian Street, Suite 300, Indianapolis, IN 46208.
|
***
|
The principal business address of these individuals is 37 West Broad Street, Columbus, OH 43215.
|
(c) Not
applicable
ITEM 33.
|
Location Of Accounts And Records
.
|
All accounts and records required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and rules 31a-1 through 31a-3 promulgated thereunder are maintained at one of the following locations:
|
|
|
|
|
Registrant
|
|
41 South High Street
Columbus, OH 43287
(Notices should be sent to
the Agent for Service at the
address above)
|
|
|
Unified Financial Securities, Inc. (Distributor)
|
|
P.O. Box 6110
Indianapolis, IN
46206-6110
|
|
|
Huntington Asset Advisors, Inc. (Advisor)
|
|
41 South High Street
Columbus, OH
43287
|
|
|
|
|
|
The Huntington National Bank (Custodian)
|
|
41 South High Street
Columbus, OH
43287
|
|
|
Huntington Asset Services, Inc. (Administrator, Fund Accountant, Transfer Agent and Dividend Disbursing Agent)
|
|
2960 N. Meridian Street
Suite 300
Indianapolis, IN 46208
|
ITEM 34.
|
Management Services
.
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 (File No. 33-11905) and the Investment Company Act of 1940 (File No. 811-5010), the
Registrant, THE HUNTINGTON FUNDS, has duly caused this Supplement on Form 497 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized, in the City of Indianapolis and State of Indiana, on the 4
th
day of September, 2013.
|
|
|
THE HUNTINGTON FUNDS
|
|
|
BY:
|
|
/s/ Jay S. Fitton
|
|
|
Jay S. Fitton, Secretary
|
Pursuant to the requirements of the Securities Act of 1933, this Supplement on Form 497 to the Registration Statement
has been signed below by the following persons in the capacities and on the date(s) indicated:
|
|
|
|
|
|
|
|
*By:
|
|
/s/ Jay S. Fitton
|
|
September 4, 2013
|
|
|
|
Jay S. Fitton, Attorney in Fact for the Persons Listed Below
|
|
Date
|
|
|
/s/ Joseph L. Rezabek
|
|
September 4, 2013
|
Joseph L. Rezabek, President
|
|
Date
|
|
|
/s/ R. Jeffrey Young
|
|
September 4, 2013
|
R. Jeffrey Young, Principal Executive Officer
|
|
Date
|
|
|
/s/ Robert W. Silva
|
|
September 4, 2013
|
Robert W. Silva, Treasurer and Principal Financial Officer
|
|
Date
|
|
|
*
|
|
September 4, 2013
|
David S. Schoedinger, Trustee
|
|
Date
|
|
|
*
|
|
September 4, 2013
|
Thomas J. Westerfield, Trustee
|
|
Date
|
|
|
*
|
|
September 4, 2013
|
Mark D. Shary, Trustee
|
|
Date
|
|
|
*
|
|
September 4, 2013
|
William H. Zimmer, Trustee
|
|
Date
|
|
|
*
|
|
September 4, 2013
|
Eddie R. Munson, Trustee
|
|
|
*By Power of Attorney
INDEX TO EXHIBITS
(FOR REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AND THE
INVESTMENT COMPANY ACT OF 1940)
|
|
|
EXHIBIT NO.
UNDER PART C
OF FORM N-1A
|
|
NAME OF EXHIBIT
|
|
|
(d)(29)
|
|
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington Retail Funds
|
|
|
(d)(30)
|
|
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington Retail Funds
|
|
|
(d)(31)
|
|
Amendment to the Investment Advisory Agreement dated August 19, 2013, between the Registrant and Huntington Asset Advisors, Inc. on behalf of the Huntington VA Funds
|
|
|
(e)(20)
|
|
Amended Distribution Agreement dated August 19, 2013, including Exhibits A and B, between the Registrant and Unified Financial Securities, Inc.
|
|
|
(f)(1)
|
|
Employee Lease Agreement dated July 9, 2013 between the Registrant, Huntington Strategy Shares and Huntington Asset Services, Inc. for the services rendered by the Funds Chief Compliance Officer
|
|
|
(g)(26)
|
|
Revised Amendment to Custodian Agreement effective June 1, 2013, between the Registrant and The Huntington National Bank
|
|
|
(h)(98)
|
|
364-Day Credit Agreement dated January 18, 2013 and Letter Amendment dated December 27, 2012 between Citibank, N.A. and the Registrant
|
|
|
(h)(99)
|
|
Amendment No. 4 dated May 1, 2013, to the Participation Agreement between the Registrant, Unified Financial Securities, Inc., Huntington Asset Advisors, Inc., Transamerica Financial Life Insurance Company and Transamerica Life
Insurance Company
|
|
|
(h)(100)
|
|
Supplement to the Master Securities Loan Agreement dated May 22, 2013 between Morgan Stanley & Co., LLC, MS Securities Services Inc. and the Registrant on behalf of the Funds listed on Schedule 1
|
|
|
(h)(101)
|
|
Amendment to Mutual Fund Services Agreement for Transfer Agency Services dated August 19, 2013, between the Registrant and Huntington Asset Services, Inc.
|
|
|
(h)(102)
|
|
Amendment to Exhibit A dated August 19, 2013 to the Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank
|
|
|
(m)(10)
|
|
Amended and Restated Distribution Plan of the Registrant dated August 19, 2013
|
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