Securities Registration (investment Company Business Combination) (n-14)

As filed with the Securities and Exchange Commission on March 18, 2014

1933 Act File No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933


		Pre-Effective Amendment No.		¨

		Post-Effective Amendment No.		x

The Huntington Funds

(Exact Name of Registrant as Specified in Charter)

2960 N. Meridian Street, Suite 300

Indianapolis, IN 46208

(Address of Principal Executive Offices:)

(800) 544-8347

(Area Code and Telephone Number)

Jay S. Fitton, Esq.

The Huntington National Bank

3805 Edwards Road

Cincinnati, OH 45209

(Name and Address of Agent for Service)

Copies to:

David C. Mahaffey, Esq.

Sullivan & Worcester, LLP

1666 K Street, NW

Washington, DC 20006

202-775-1207

Approximate Date of Proposed Public Offering: As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.

Title of Securities Being Registered: Shares of beneficial interest, without par value, of the Huntington VA Dividend Capture Fund, a series of the Huntington Funds. No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended. It is proposed that this filing will become effective on April 17, 2014, pursuant to Rule 488 under the Securities Act of 1933.

As filed with the Securities and Exchange Commission on March 18, 2014

1933 Act File No. 033-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-14

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

¨ Pre-Effective Amendment No. ¨ Post-Effective Amendment No.

The Huntington Funds

(Exact Name of Registrant as Specified in Charter)

2960 N. Meridian Street, Suite 300

Indianapolis, IN 46208

(Address of Principal Executive Offices)

(800) 544-8347

(Area Code and Telephone Number)

Jay S. Fitton, Esq.

The Huntington National Bank

3805 Edwards Road

Cincinnati, OH 45209

(Name and address of Agent for service)

Copies to:

David C. Mahaffey, Esq.

Sullivan & Worcester, LLP

1666 K Street, NW

Washington, DC 20006

202-775-1207

Approximate Date of Proposed Public Offering : As soon as practicable after this Registration Statement becomes effective under the Securities Act of 1933.

Title of Securities Being Registered : Shares of beneficial interest, without par value, of the Huntington VA Dividend Capture Fund, a series of the Huntington Funds.

No filing fee is due because Registrant is relying on Section 24(f) of the Investment Company Act of 1940, as amended. It is proposed that this filing will become effective on April 17, 2014 , pursuant to Rule 488 under the Securities Act of 1933.

TABLE OF CONTENTS



PROSPECTUS/INFORMATION STATEMENT			4

GENERAL			5

SUMMARY			7

Overview: Reasons for Reorganization			8

Impact of the Reorganization on Huntington VA Income Equity Fund Shareholders			9

Summary of the Agreement and Reorganization Plan			10

COMPARISON OF THE HUNTINGTON VA INCOME EQUITY AND HUNTINGTON VA DIVIDEND CAPTURE FUNDS			10

Investment Objectives: Principal Investment Strategies and Risks			10

Principal Risks			12

Fees and Expenses			13

Portfolio Turnover			16

Performance Records			16

Management of the Funds			18

INFORMATION ABOUT THE REORGANIZATION			19

Reasons for the Reorganization			19

Agreement and Reorganization Plan			21

Purchases and Redemptions			24

Exchanges			24

Dividends and Distribution			24

Fiscal Year			24

Expenses and Reorganization			24

Federal Income Tax Consequences			25



Pro Forma Capitalization			26

Tax Information			27

Payments to Insurance Companies and Their Affiliates			27

Distribution of Shares			27

COMPARATIVE INFORMATION ON SHAREHOLDERS’ RIGHTS			28

Form of Organization			28

Capitalization			28

Shareholder Liability			28

Shareholder Meetings and Voting Rights			29

Liquidation			29

Liability and Indemnification of Trustees			30

Shareholder Information			30

Control Persons and Principal Holder of Securities			31

Financial Statements and Experts			31

Legal Matters			31

Additional Information			32

Acquisition of Assets and Liabilities of

HUNTINGTON VA INCOME EQUITY FUND

a series of

The Huntington Funds

2960 N. Meridian Street, Suite 300

Indianapolis, IN 46208

(800) 253-0412

By and in Exchange for Shares of

HUNTINGTON VA DIVIDEND CAPTURE FUND

Also a series of

The Huntington Funds

PROSPECTUS/INFORMATION STATEMENT

Dated April 17, 2014

This document is a prospectus/information statement (“Prospectus/Information Statement”). This Prospectus/Information Statement is being furnished to shareholders of the Huntington VA Income Equity Fund (“Huntington VA Income Equity” or “Acquired Fund”), a series of the Huntington Funds (the “Trust”), in connection with the approval by the Board of Trustees of the Trust (collectively, the “Board” or the “Trustees”) of an Agreement and Plan of Reorganization, which provides for the transfer of all of the assets and liabilities of Huntington VA Income Equity into the Huntington VA Dividend Capture Fund (“Huntington VA Dividend Capture” or “Acquiring Fund”), another series of the Trust.

You are receiving this Prospectus/Information Statement because, although you are not directly a shareholder of Huntington VA Income Equity, you are the owner of a variable life insurance or annuity contract (a “Contract”) issued by an insurance company and some or all of your contract value is invested, as provided by your contract, in Huntington VA Income Equity. For simplicity, the term “shareholder” refers to you. The term “shares” refers generally to your shares of beneficial interest in Huntington VA Income Equity. This Prospectus/Information Statement is being mailed or given to shareholders starting on or about April 17, 2014.

The Trust is organized as a Delaware statutory trust, and is not required to hold an annual meeting of its shareholders.

THIS PROSPECTUS/INFORMATION STATEMENT IS FOR INFORMATIONAL PURPOSES ONLY.

YOU DO NOT NEED TO DO ANYTHING IN RESPONSE TO THIS PROSPECTUS/INFORMATION

STATEMENT. WE ARE NOT ASKING YOU FOR A PROXY OR WRITTEN CONSENT, AND YOU

ARE REQUESTED NOT TO SEND US A PROXY OR WRITTEN CONSENT.

The Board has fixed the close of business on [ ], 2014 as the record date for determination of shareholders entitled to receive this Prospectus/Information Statement (“Record Date”). As of the Record Date, the number of shares outstanding for Huntington VA Income Equity was [ ] shares.

GENERAL

The Board has approved an Agreement and Plan of Reorganization (the “Reorganization Plan” or the “Plan”), a copy of which is attached as Exhibit A to this Prospectus/Information Statement, providing for the transfer of all of the assets of Huntington VA Income Equity to the Huntington VA Dividend Capture (such actions taken in accordance with the Reorganization Plan being the “Reorganization”). The transfer will involve (a) an exchange of your shares of Huntington VA Income Equity for shares of Huntington VA Dividend Capture, which would be distributed pro rata by Huntington VA Income Equity to the holders of its shares in complete liquidation of Huntington VA Income Equity, and (b) the assumption by Huntington VA Dividend Capture of all of the liabilities of Huntington VA Income Equity. The total value of your investment will not change as a result of the Reorganization. Immediately after the Reorganization, you will hold the number of full or fractional shares of Huntington VA Dividend Capture which have an aggregate net asset value equal to the aggregate net asset value of the shares of Huntington VA Income Equity that you held immediately before the Reorganization.

Huntington VA Income Equity and Huntington VA Dividend Capture (each, a “Fund,” and together, the “Funds”) are each a separate, diversified series of the Trust. The primary investment objectives of the Huntington VA Income Equity and Huntington VA Dividend Capture are similar, as follows:


Portfolio		Investment Objective
Huntington VA Income Equity		Seek to achieve current income and moderate appreciation of capital primarily through investment in income-producing equity securities.
Huntington VA Dividend Capture		Seek total return on investment, with dividend income an important component of that return.

This Prospectus/Information Statement explains concisely the information about Huntington VA Dividend Capture that you should know. Please read it carefully and keep it for future reference. Additional information concerning each Fund and the Reorganization is contained in the documents described below, all of which have been filed with the Securities and Exchange Commission (“SEC”):

Information about Huntington VA Income Equity:

How to Obtain this Information:

Prospectus of the Trust relating to Huntington VA Income Equity, dated April 30, 2013, as supplemented

Statement of Additional Information of the Trust relating to Huntington VA Income Equity, dated April 30, 2013, as supplemented

Annual Report of the Trust relating to Huntington VA Income Equity for the year ended December 31, 2013

Copies are available upon request and without charge if you:

• Visit www.huntingtonvafunds.com on the internet; or

• Write to The Huntington Funds

P.O. Box 6110

Indianapolis, IN 46206-6110; or

• Call (800) 253-0412 toll-free.

Information about Huntington VA Dividend Capture:

How to Obtain this Information:

Prospectus of the Trust relating to Huntington VA Dividend Capture, dated April 30, 2013, as supplemented

Statement of Additional Information of the Trust relating to Huntington VA Dividend Capture, dated April 30, 2013, as supplemented

Annual Report of the Trust relating to Huntington VA Dividend Capture for the year ended December 31, 2013

Copies are available upon request and without charge if you:

• Visit www.huntingtonvafunds.com on the internet; or

• Write to The Huntington Funds

P.O. Box 6110

Indianapolis, IN 46206-6110; or

• Call (800) 253-0412 toll-free.

Information about the Reorganization:

How to Obtain this Information:

Statement of Additional Information dated April 17, 2014, which relates to this Prospectus/Information Statement and the Reorganization

Copies are available upon request and without charge if you:

• Write to The Huntington Funds

P.O. Box 6110

Indianapolis, IN 46206-6110; or

• Call (800) 253-0412 toll-free.

You can also obtain copies of any of these documents without charge on the EDGAR database on the SEC’s Internet site at http://www.sec.gov. Copies are available for a fee by electronic request at the following e-mail address: publicinfo@sec.gov, or from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

Information contained in the Prospectuses of Huntington VA Income Equity and Huntington VA Dividend Capture, each dated April 30, 2013 (SEC File No. 811-5010) are incorporated by reference in this document. (This means that such information is legally considered to be part of this Prospectus/Information Statement.) The Statement of Additional Information dated April 17, 2014, relating to this Prospectus/Information Statement and the Reorganization, which includes the Annual Reports of the Trust relating to Huntington VA Income Equity and Huntington VA Dividend Capture for the year ended December 31, 2013 (SEC File No. 811-5010), and pro forma financial information of the Trust relating to Huntington VA Dividend Capture for the twelve month period ended December 31, 2013, are each incorporated by reference into this document.

THE SECURITIES AND EXCHANGE COMMISSION HAS NOT DETERMINED THAT THE INFORMATION IN THIS PROSPECTUS/INFORMATION STATEMENT IS ACCURATE OR ADEQUATE, NOR HAS IT APPROVED OR DISAPPROVED THESE SECURITIES. ANYONE WHO TELLS YOU OTHERWISE IS COMMITTING A CRIMINAL OFFENSE.

An investment in Huntington VA Dividend Capture:

•

is not a deposit of, or guaranteed by, any bank

•

is not insured by the FDIC, the Federal Reserve Board or any other government agency

•

is not endorsed by any bank or government agency

•

involves investment risk, including possible loss of the purchase payment of your original investment

SUMMARY

THIS SECTION SUMMARIZES THE PRIMARY FEATURES AND CONSEQUENCES OF THE REORGANIZATION. IT MAY NOT CONTAIN ALL OF THE INFORMATION THAT IS IMPORTANT TO YOU. TO UNDERSTAND THE REORGANIZATION, YOU SHOULD READ THIS ENTIRE PROSPECTUS/INFORMATION STATEMENT AND THE EXHIBIT.

This summary is qualified in its entirety by reference to the additional information contained elsewhere in this Prospectus/Information Statement, the Prospectuses and Statements of Information relating to the Funds and the Form of Agreement and Plan of Reorganization which is attached to this Prospectus/Information Statement.

Overview: Reasons for The Reorganization

The Reorganization will combine two series of the Trust with similar investment objectives, Huntington VA Income Equity and Huntington VA Dividend Capture, into one and is designed to achieve operating efficiencies due to the spreading of fixed costs over a larger pool of assets in the surviving Fund. Each Fund serves as a funding vehicle for insurance contracts that are offered by Carey and Company, Hartford Life Insurance Company, Transamerica Life Insurance Company and Sun Life Assurance Company. The Board, including the Independent Trustees, unanimously approved the Reorganization Plan based on information requested by the Board and provided by Huntington Asset Advisors, Inc. (the “Advisor”). Before approving the Plan, the Trustees evaluated extensive information provided by management of the Trust and reviewed various factors about the Funds and the proposed Reorganization. The Trustees considered the similarity of investment objectives and relative performance of the Funds. Huntington VA Dividend Capture underperformed its benchmark for the one-, five, and ten-year periods ended December 31, 2013; whereas, Huntington VA Income Equity underperformed its benchmark for the one-, five-, and ten-year periods ended December 31, 2013. Huntington VA Dividend Capture outperformed Huntington VA Income Equity for the five- and ten-year periods ended December 31, 2013; Huntington VA Income Equity outperformed Huntington VA Dividend Capture for the one- and three-year periods ended December 31, 2013. The Trustees also considered the relative asset size of Huntington VA Income Equity, including the benefits of Huntington VA Income Equity joining Huntington VA Dividend Capture. Upon completion of the Reorganization, Huntington VA Dividend Capture may achieve operating efficiencies because it will have a greater level of assets. As of December 31, 2013, Huntington VA Income Equity and Huntington VA Dividend Capture’ total net assets were approximately $20,377,254 and $41,109,153, respectively. If the Reorganization is completed, Huntington VA Dividend Capture is expected to have total net assets of approximately $61,484,590. The Trustees also reasoned that the Reorganization would likely result in lower expenses for the Huntington VA Income Equity shareholders due to Huntington VA Dividend Capture having lower Total Annual Fund Operating Expenses, and the anticipated economies of scale achieved following the Reorganization.

Accordingly, in approving the Reorganization, the Board determined that the Reorganization would be in the best interests of Huntington VA Income Equity and its shareholders, and that the interests of the shareholders of Huntington VA Income Equity would not be diluted as a result of effecting the Reorganization.

Impact of the Reorganization on Huntington VA Income Equity Shareholders

It is anticipated that the Reorganization will benefit you as follows, although no assurance can be given that the Reorganization will result in any such benefits:

•

OPERATING EFFICIENCIES: Upon the reorganization of Huntington VA Income Equity into Huntington VA Dividend Capture, operating efficiencies may be achieved by Huntington VA Dividend Capture because it is expected to have a greater level of assets than is currently in either of the Funds. As of December 31, 2013, Huntington VA Income Equity had total net assets of approximately $20,377,254, while Huntington VA Dividend Capture had total net assets of approximately $41,109,153 as of that date.

•

COST CONSIDERATIONS: Following the Reorganization, the total annual operating expenses of Huntington VA Dividend Capture are expected to be lower than the total annual operating expenses of Huntington VA Income Equity and at least as low as the Huntington VA Dividend Capture Fund’s total annual operating expenses prior to the Reorganization. The Huntington VA Dividend Capture Fund’s total annual operating expenses may decrease compared to its pre-reorganization total annual operating expenses as a result of the anticipated increase in total net assets, whereby operating efficiencies may be achieved following the Reorganization. While no assurance can be provided, following the Reorganization, the total annual operating expenses of Huntington VA Dividend Capture may decrease over the long-term due to the spreading of fixed costs over a larger pool of assets so that shareholders of Huntington VA Dividend Capture may in the future benefit from lower expenses achieved through economies of scale.

The Reorganization will not affect your Contract rights. The value of your Contract will remain the same immediately following the Reorganization. Huntington VA Dividend Capture will sell its shares on a continuous basis at net asset value only to insurance companies. Each insurance company will keep the same separate account. Your Contract values will be allocated to the same separate account and that separate account will invest in Huntington VA Dividend Capture after the Reorganization. After the Reorganization, your Contract values will depend on the performance of Huntington VA Dividend Capture rather than on that of Huntington VA Income Equity.

The Reorganization will not affect your right to purchase and redeem shares, to change among insurance company’s separate account options, to annuitize, or to receive distributions as permitted by your Contract. After the Reorganization, you will be able under your current Contract to purchase additional shares of Huntington VA Dividend Capture. For more information, see “Purchases and Redemptions,” “Exchanges” and “Dividends and Distributions” below.

Although Huntington VA Income Equity and Huntington VA Dividend Capture have similar investment objectives and similar principal investment strategies, some of the securities held by Huntington VA Income Equity may need to be sold in connection with the Reorganization for the purpose of complying with the investment policies or limitations of Huntington VA Dividend Capture. If such sales occur, the transaction costs will be borne by Huntington VA Income Equity. Such costs are ultimately borne by the Fund’s shareholders.

Summary of the Agreement and Plan of Reorganization

The Plan sets forth the key features of the Reorganization. For a complete description of the Reorganization, see Exhibit A. The Plan generally provides for the following:

•

the in-kind transfer of all of the assets of Huntington VA Income Equity to Huntington VA Dividend Capture in exchange for shares of Huntington VA Dividend Capture;

•

the assumption by Huntington VA Dividend Capture of all of the liabilities of Huntington VA Income Equity;

•

the liquidation of Huntington VA Income Equity by distribution of shares of Huntington VA Dividend Capture; and

•

the structuring of the Reorganization as a tax-free reorganization for federal income tax purposes.

The Reorganization is expected to be completed on or about June 23, 2014.

COMPARISON OF THE HUNTINGTON VA INCOME EQUITY AND

HUNTINGTON VA DIVIDEND CAPTURE FUNDS

Investment Objectives; Principal Investment Strategies and Risks

The investment objectives of Huntington VA Dividend Capture and Huntington VA Income Equity are similar, as each Fund seeks to produce income on investments. Although the principal investment strategies of the Funds are similar, there are some differences between the Funds. Huntington VA Dividend Capture normally pursues its investment objective by investing at least 65% of its assets in dividend-paying stocks, with a focus on those stocks that the Advisor believes are undervalued or out of favor. The Fund may also invest in convertible bonds and other securities that contain aspects of both stocks and bonds. The Fund generally invests in mature, middle and large-capitalization U.S. corporations. The Advisor will also frequently purchase stocks in a short period which increases the amount of trading costs the Fund will incur. In contrast, Huntington VA Income Equity normally invests at least 80% of its assets in equity securities and at least 65% of its assets in income-producing equity securities. Huntington VA Income Equity may also invest in preferred stocks, corporate debt obligations convertible into common stock, and investment grade corporate debt obligations. Huntington VA Income Equity may also invest up to 10% of its assets in junk bonds. The Advisor considers dividend growth an important factor in its security selection process for Huntington VA Income Equity and may actively trade securities to achieve its investment objective.

For detailed information about the principal investment strategies and risks of Huntington VA Dividend Capture, as well as each of its investment limitations and restrictions, see the current Prospectus and Statement of Additional Information for Huntington VA Dividend Capture, which is incorporated herein by reference.

The following summarizes a comparison of the Funds with respect to their principal investment strategies, as set forth in the Prospectus and Statement of Additional Information relating to each respective Fund.


	Huntington VA Income Equity	Huntington VA Dividend Capture
Investment Objective	Seek to achieve current income and moderate appreciation of capital primarily through investment in income-producing equity securities.	Seek total return on investment, with dividend income an important component of that return.

Principal Investment Strateg y	The Advisor invests primarily in domestic equity securities and under normal circumstances invests at least 80% of its assets in equity securities, such as common stock and preferred stock. At least 65% of the Fund’s total assets will be invested in income-producing equity securities. The Advisor may invest in preferred stocks or corporate debt obligations convertible into common stock. As an additional income source, the Advisor also may invest in investment-grade corporate debt obligations. The Fund may also invest up to 10% of its total assets in debt obligations rated below investment-grade, also known as “junk bonds” (securities rated below BBB by Standard & Poor’s or Baa by Moody’s). In addition to evaluating the current yield of a security, the Advisor considers dividend growth to be an important factor in selecting investments for the Fund. Because the Fund contains “equity” in its name, the Fund will normally invest at least 80% of its assets in equity securities and will notify shareholders at least 60 days in advance of any changes in this investment policy. The Fund may actively trade its portfolio securities in an attempt to achieve its investment objective.	The Fund normally invests at least 65% of its assets in dividend-paying stocks, and the Advisor focuses on those it believes are undervalued or out-of-favor. The Fund may invest in convertible bonds and other securities [such as preferred stock and real estate investment trusts (“REITs”)] that contain aspects of both stocks and bonds. The Advisor will also frequently purchase stocks in a short period prior to the ex- dividend date (the interval between the announcement and the payments of the next dividend) which increases the amount of trading costs the Fund will incur. The Fund generally invests in mature, middle and large-capitalization U.S. corporations. Quantitative analysis is used to identify stocks that the Advisor believes are undervalued relative to the market and to the security’s historic valuations. It then uses a qualitative stock selection model based on earnings expectations and supplemental valuation measures to narrow the list of stocks to the most attractive.

Principal Risks

An investment in each Fund is subject to certain risks. There is no assurance that the investment performance of either Fund will be positive or that either Fund will meet its investment objective. The following discussion highlights the principal risks associated with investment in each of the Funds. The risks of the Funds are similar because the Funds have substantially similar investment objectives and similar principal investment strategies.

Huntington VA Dividend Capture and Huntington VA Income Equity

Each of the Funds has the following risks:

Call Risk. Issuers of securities may redeem the securities prior to maturity at a price below their current market value.

Counterparty Risk. The value of the Fund’s investments may be adversely affected if a security’s credit rating is downgraded; an issuer of an investment held by the Fund fails to pay an obligation on a timely basis, otherwise defaults or is perceived by other investors to be less creditworthy; or a counterparty to a derivatives or other transaction with the Fund files for bankruptcy, becomes insolvent, or otherwise becomes unable or unwilling to honor its obligation to the Fund.

Credit Risk. Issuers of securities in which the Fund invests may have their credit ratings downgraded or may default in the payment of principal or interest on the securities, which would cause the Fund to lose money.

Equity Securities Risk. The price of equity securities in the Fund’s portfolio will fluctuate based on changes in a company’s financial condition and on market and economic conditions.

Interest Rate Risk. The value of the Fund’s investments in fixed income securities may decline when prevailing interest rates rise or increase when interest rates go down. The longer a security’s maturity or duration, the greater its value will change in response to changes in interest rates. The interest earned on the Fund’s investments in fixed income securities may decline when prevailing interest rates decline.

Investment Style Risk. The type of securities in which a Fund invests may underperform other assets or the overall market.

Market Risk. The value of securities in the Fund’s portfolio will fluctuate and, as a result, the Fund’s share price may decline suddenly or over a sustained period of time.

Portfolio Turnover Risk. The Fund may trade securities actively, which could increase its transaction costs (thereby lowering its performance).

Huntington VA Income Equity

Huntington VA Income Equity Fund has the following additional risks:

Liquidity Risk. Liquidity risk refers to the possibility that the Fund may not be able to sell a security when it wants to, which could cause the Fund to continue to hold the security and thereby incur a loss.

Non-Investment Grade Securities Risk. Fixed income securities rated below investment grade generally entail greater interest rate, liquidity and credit risks than investment grade securities.

Huntington VA Dividend Capture

Huntington VA Dividend Capture Fund has the following additional risks:

Class/Sector/Region Focus Risk. If the Fund invests more than 25% of its net assets in a particular asset class, or securities of issuers within a particular market sector or geographic region, it is subject to increased risk. Performance will generally depend on the performance of the class, sector or region, which may differ in direction and degree from that of the overall U.S. stock or bond markets. In addition, financial, economic, business and political developments affecting the class, sector or region may have a greater effect on the Fund.

Real Estate/REIT Risk. The Fund’s investments in REITs are subject to the same risks as direct investments in real estate, including sensitivity to general economic downturns and the volatility of local real estate markets. REITs may have limited financial resources and their securities may trade infrequently and in limited volume, and thus they may be more volatile than other securities.

Fees and Expenses

The Reorganization is expected to result in an overall decrease in annual fund operating expenses. The investment management fee charged by the Advisor for Huntington VA Dividend Capture is equal to the investment management fee charged for Huntington VA Income Equity and the fee rates to be charged by the various service providers to Huntington VA Dividend Capture are the same or lower than the fee rates charged to Huntington VA Income Equity. In addition, shareholders may benefit from overall lower expenses in the Huntington VA Dividend Capture Fund. More detailed information about the annual fund operating expenses for the each Fund is set forth in the Prospectus.

The following tables show the various sales charges, fees and expenses that you may pay for buying, holding and redeeming shares of each Fund. The Huntington VA Dividend Capture Pro Forma table below reflects what expenses are anticipated to be, based upon the Reorganization having taken place on June 23, 2014.

THESE TABLES DO NOT REFLECT THE CHARGES AND FEES ASSESSED BY THE INSURANCE COMPANY UNDER YOUR CONTRACT. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER.

Huntington VA Income Equity


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.60	%
Other Expenses*	0.40	%
Acquired Fund Fees and Expenses	0.00	%

Total Annual Fund Operating Expenses ⁽¹⁾	1.00	%

⁽¹⁾

Huntington Asset Advisors, Inc. (the “Advisor”) has contractually agreed to waive all or a portion of its investment advisory fee (based on average daily net assets) and/or reimburse certain operating expenses of the Fund to the extent necessary in order to limit the Fund’s total annual fund operating expenses (after the fee waivers and/or expense reimbursements, and exclusive of acquired fund fees and expenses, brokerage costs, interest, taxes and dividends, and extraordinary expenses) to not more than 1.00% of the Fund’s daily net assets through April 30, 2015. This arrangement may only be terminated prior to this date with the agreement of the Fund’s Board of Trustees. Under certain conditions, the Advisor may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred. Any amounts recaptured by the Advisor may not cause the Fund’s total annual fund operating expenses to exceed the stated expense caps.

Huntington VA Dividend Capture


Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)
Management Fees	0.60	%
Other Expenses*	0.38	%
Acquired Fund Fees and Expenses	0.01	%

Total Annual Fund Operating Expenses	0.99	%

Huntington VA Dividend Capture (Pro Forma)

Annual Fund Operating Expenses

(expenses that you pay each year as a percentage of the value of your investment)


Management Fees	0.60	%
Other Expenses*	0.39	%
Acquired Fund Fees and Expenses	0.00	%

Total Annual Fund Operating Expenses	0.99	%

⁽¹⁾

*	Includes Administration fees, Custodian fees, Transfer agent fees, Trustee fees, Pricing fees, Audit fees, Legal fees, Printing fees, Insurance fees, Chief Compliance Officer fees and Miscellaneous fees.

The tables below show examples that are intended to help you compare the cost of investing in the Funds and Huntington VA Dividend Capture Pro Forma, assuming the Reorganization takes place. The examples assume that you invest $10,000 in the Funds for the one, three, five and ten year periods as indicated. They show your costs if you sold your shares at the end of the period or continued to hold them. The examples also assume that your investment has a 5% return each year and that each Fund’s operating expenses remain the same for the Huntington VA Income Equity, Huntington VA Dividend Capture and Huntington VA Dividend Capture pro forma. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

THE EXAMPLES DO NOT REFLECT THE FEES, EXPENSES OR WITHDRAWAL CHARGES IMPOSED BY THE CONTRACTS FOR WHICH THE PORTFOLIOS SERVE AS INVESTMENT VEHICLES. IF THOSE FEES AND EXPENSES HAD BEEN INCLUDED, YOUR COSTS WOULD BE HIGHER.

Examples of Fund Expenses


	One Year		Three Years		Five Years		Ten Years
Huntington VA Income Equity	$	102	$	318	$	552	$	1,225
Huntington VA Dividend Capture	$	101	$	315	$	547	$	1,213
Huntington VA Dividend Capture (Pro Forma)	$	101	$	315	$	547	$	1,213

Portfolio Turnover

Each Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Fund’s performance. During the most recent fiscal year, the Funds’ portfolio turnover rates were 118% and 151% of the average value of the portfolios of Huntington VA Dividend Capture and Huntington VA Income Equity, respectively.

Performance Records

The following charts show the past performance record of each Fund. Past performance is not an indication of future results. The Funds may also experience short-term performance swings as indicated in the high and low quarter information at the bottom of each chart.

Huntington VA Income Equity

The performance information shown below will help you analyze the Fund’s investment risks in light of its historical returns. The bar chart shows the variability of the Fund’s total returns on a calendar year-by-year basis. The Average Annual Total Return table shows returns averaged over the stated periods compared with those of a broad measure of market performance. The Fund’s performance will fluctuate, and past performance is not necessarily an indication of future results.

The returns in the bar chart and the table below DO NOT reflect variable insurance separate account and contract fees and charges. If these fees and charges were included, the returns would be lower than those shown.

Performance Bar Chart and Table (for the year ended December 31)

LOGO


Best Quarter	Q3 2009	18.58	%
Worst Quarter	Q4 2008	–19.96	%

Return before taxes is shown. This table compares the Fund’s average annual total returns for the period ended 12/31/13, to those of the Standard & Poor’s 500 Value Index (“S&P 500 VI”) and the Standard and Poor’s 500 Index (“S&P 500”). The S&P 500 VI is a capitalization-weighted index comprised of the stocks in the S&P 500 having the lowest price to book ratios and consists of approximately half of the S&P 500 on a market capitalization basis. The S&P multifactor methodology is used to score constituents, which are weighted according to market cap and classified as value. The S&P 500 is a capitalization-weighted index comprised of 500 stocks and designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries.

Average Annual Total Return Table

(for the period ended December 31, 2013)


	1 Year		5 Years		10 Years
Huntington VA Income Equity		23.81%		14.82%		5.14%
Standard & Poor’s 500 Value Index		32.00%		16.61%		7.05%
Standard & Poor’s 500 Index		32.39%		17.94%		7.41%

Huntington VA Dividend Capture

Performance Bar Chart and Table (for the year ended December 31)

LOGO


Best Quarter	Q2 2009	23.47	%
Worst Quarter	Q1 2009	–17.07	%

Return before taxes is shown. This table compares the Fund’s average annual total returns for the period ended 12/31/13 to those of Standard & Poor’s 500 Index (“S&P 500”) and the Dividend Capture Indices Blend (“DCIB”). The S&P 500 is a capitalization-weighted index comprised of 500 stocks and is designed to measure performance of the broad domestic economy through changes in the aggregate market value of 500 stocks representing all major industries. The DCIB is a custom, blended index created by the Advisor and is comprised of the following three indices with their noted respective weightings: S&P 500 Value Index (40%), BofA/Merrill Lynch Fixed Rate Preferred Securities Index (40%) and NAREIT Index (20%). This custom, blended index and its respective weightings are reflective of the Fund’s sector diversification.

Average Annual Total Return Table

(for the period ended December 31, 2013)


	1 Year		5 Years		10 Years
Huntington VA Dividend Capture		19.96%		15.57%		6.70%
Standard & Poor’s 500 Index		32.39%		17.94%		7.41%
Dividend Capture Indices Blend		11.91%		13.93%		5.59%

For a detailed discussion of the manner of calculating total return, please see the Statement of Additional Information for Huntington VA Dividend Capture. Generally, the calculations of total return assume the reinvestment of all dividends and capital gain distributions on the reinvestment date and the deduction of all recurring expenses that were charged to shareholders’ accounts.

Important information about Huntington VA Dividend Capture is also contained in management’s discussion of Huntington VA Dividend Capture’s performance which appears in the most recent Annual Report of the Trust relating to Huntington VA Dividend Capture.

Management of the Funds

Investment Advisor

The Trustees of the Trust are responsible for generally overseeing the conduct of each Fund’s business. The Advisor, whose address is Huntington Center, 41 South High Street, Columbus, Ohio 43215, serves as investment advisor to the Funds pursuant to investment advisory agreements with the Trust.

Subject to the supervision of the Trustees, the Advisor provides a continuous investment program for the Funds, including investment research and management with respect to all securities, instruments, cash and cash equivalents in the Funds.

Huntington Asset Advisors, Inc., (the “Advisor”) is a separate, wholly owned subsidiary of Huntington National Bank (“Huntington Bank”), and is the investment advisor to the Huntington Funds. As of December 31, 2013, the Advisor had assets under management of $3.8 billion. The Advisor (and its predecessor) has served as investment advisor to the Funds since 1987.

Huntington Bank, 41 South High Street, Columbus, Ohio 43215, is a direct, wholly-owned subsidiary of Huntington Bancshares Incorporated, a Maryland corporation with executive offices located at Huntington Center, 41 South High Street, Columbus, Ohio 43215. As of December 31, 2013, Huntington Bank had assets of over $59 billion.

As compensation for its investment advisory services, each Fund pays the Advisor 0.60% of the average daily net assets of each Fund.

Portfolio Managers

Craig J. Hardy has served as a Portfolio Manager of the Huntington VA Income Equity Fund since 2003. He is Senior Vice President of the Advisor. Mr. Hardy joined Huntington Bank in 1998 as a Vice President and is a member of its Investment Policy Committee. Mr. Hardy holds a Chartered Financial Analyst designation. He received his Bachelor’s degree in Economics from Princeton University and received his M.B.A. from Case Western Reserve University.

Kirk Mentzer is primarily responsible for the day-to-day management of the Huntington VA Dividend Capture Fund. Mr. Mentzer has served as Portfolio Manager of the Huntington VA Dividend Capture Fund since 2001 and Portfolio Manager of the Fixed Income Securities Fund since 2000. He is Senior Vice President and Director of Investment Research of the Advisor. Mr. Mentzer joined Huntington Bank in 2000 as a Portfolio Manager. From 2000 to 2001 he was Director of Fixed Income Investments. He became Director of Investment Research in 2001. He served as Vice President of Firstar Investment Research & Management Co. from 1989 through 2000 and managed Firstar’s Strategic Income and U.S. Government funds from 1999 to 2000. Mr. Mentzer received his M.B.A. from Xavier University.

For more detailed information about the portfolio managers, including each portfolio manager’s principal occupation for the past five years, compensation information and other accounts managed, see the Prospectus and Statement of Additional Information for each Fund.

INFORMATION ABOUT THE REORGANIZATION

Reasons for the Reorganization

At a meeting held on January 30, 2014, the Board, including the Independent Trustees, unanimously approved the Reorganization Plan based on information requested by the Board and provided by the Advisor. In approving the Reorganization, the Board determined that the Reorganization would be in the best interests of Huntington VA Income Equity and its shareholders, and that the interests of the shareholders of Huntington VA Income Equity would not be diluted as a result of effecting the Reorganization.

Before approving the Plan, the Trustees evaluated extensive information provided by management of the Trust and reviewed various factors about the Funds and the proposed Reorganization. The Trustees considered the relative asset size of Huntington VA Income Equity, including the benefits of Huntington VA Income Equity joining Huntington VA Dividend Capture.

The Trustees reviewed the historical performance record of each Fund and also noted that the Huntington VA Dividend Capture outperformed Huntington VA Income Equity for the five- and ten-year periods ended December 31, 2013; Huntington VA Income Equity outperformed Huntington VA Dividend Capture for the one- and three-year periods ended December 31, 2013. Huntington VA Dividend Capture underperformed its benchmark for the one-, five, and ten-year periods ended December 31, 2013; whereas, Huntington VA Income Equity underperformed its benchmark for the one-, five-, and ten-year periods ended December 31, 2013.

Upon completion of the Reorganization, Huntington VA Dividend Capture may achieve operating efficiencies because it will have a greater level of assets. As of December 31, 2013, Huntington VA Income Equity had total net assets of approximately $20,377,254, while Huntington VA Dividend Capture had total net assets of approximately $41,109,153, as of that date. If the Reorganization is completed, Huntington VA Dividend Capture is expected to have total net assets of approximately $61,484,590. The Trustees considered the similar investment objectives, similar investment strategies and relative performance of the Funds. The Trustees also reasoned that the Reorganization would likely result in lower expenses to the Huntington VA Income Equity shareholders due to Huntington VA Dividend Capture having lower Total Annual Fund Operating Expenses.

In addition, the Trustees considered, among other things:

•

the fact that Huntington VA Income Equity has lacked the necessary assets to operate cost-effectively;

•

the fact that the Funds have similar investment objectives and similar principal investment strategies and restrictions, and Huntington VA Dividend Capture will be managed by the same Advisor;

•

the terms and conditions of the Reorganization;

•

the fact that the Reorganization would not result in the dilution of shareholders’ interests;

•

the expense ratios, fees and expenses of Huntington VA Income Equity and the fact that the anticipated expense ratios after fee waivers, fees and expenses of Huntington VA Dividend Capture will be lower than that of the Huntington VA Income Equity;

•

the investment objective and policies of each Fund;

•

the composition of each Fund’s portfolio;

•

the differences in the risks of each Fund;

•

the fact that Huntington VA Dividend Capture has better performance than Huntington VA Income Equity over the five- and ten-year periods ended December 31, 2013;

•

the potential benefits to shareholders, including operating efficiencies that may be achieved from the Reorganization;

•

the fact that both Funds are classified as Equity Income by Lipper;

•

the fact that Huntington VA Dividend Capture will assume all of the liabilities of Huntington VA Income Equity;

•

the fact that the Reorganization is expected to be a tax-free transaction for federal income tax purposes; and

•

alternatives available to shareholders of Huntington VA Income Equity, including the ability to redeem their shares.

During their consideration of the Reorganization, the Independent Trustees of the Trust discussed with counsel to the Independent Trustees the legal issues involved.

After consideration of the factors noted above, together with other factors and information considered to be relevant, and recognizing that there can be no assurance that any operating efficiencies or other benefits will in fact be realized, the Trustees of the Trust concluded that the proposed Reorganization would be in the best interests of Huntington VA Income Equity and its shareholders. Consequently, they approved the Plan on behalf of the shareholders of Huntington VA Income Equity.

The Trustees of the Trust have also approved the Plan on behalf of Huntington VA Dividend Capture.

Agreement and Plan of Reorganization

Below is a summary of the important terms of the Reorganization Plan. This summary is qualified in its entirety by reference to the Reorganization Plan itself, a form of which is set forth in Exhibit A to this Prospectus/Information Statement, and which we encourage you to read in its entirety.

The Reorganization is expected to take effect on or before June 23, 2014 (the “Closing Date”), although that date may be adjusted in accordance with the Reorganization Plan.

General Information

The Reorganization Plan provides that all of the assets of Huntington VA Income Equity will be acquired by Huntington VA Dividend Capture in exchange for shares of Huntington VA Dividend Capture and the assumption by Huntington VA Dividend Capture of all of the liabilities of Huntington VA Income Equity on or about June 23, 2014 or such other date as may be agreed upon by the parties (the “Closing Date”).

On or prior to the Closing Date, Huntington VA Income Equity will declare a dividend or dividends and distribution or distributions which, together with all previous dividends and distributions, shall have the effect of distributing to the Fund’s record holders all of the Fund’s investment company taxable income for the taxable period ending on the Closing Date (computed without regard to any deduction for dividends paid) and all of the Fund’s net capital gains realized in all taxable periods ending on the Closing Date (after reductions for any capital loss carryforward).

The number of full and fractional shares of each class of Huntington VA Dividend Capture to be received by shareholders of Huntington VA Income Equity will be determined by multiplying the number of outstanding full and fractional shares of each class of Huntington VA Income Equity by a factor which shall be computed by dividing the net asset value (“NAV”) per share of Huntington VA Income Equity by the NAV per share of the corresponding class of shares of Huntington VA Dividend Capture. These computations will take place as of the Valuation Time. The NAV per share of Huntington VA Dividend Capture and Huntington VA Income Equity will be determined by dividing assets, less liabilities, by the total number of outstanding shares.

Immediately thereafter, Huntington VA Income Equity will liquidate and distribute the shares received from Huntington VA Dividend Capture to its shareholders. This will be accomplished by opening an account on the books of Huntington VA Dividend Capture in the name of each shareholder of record of Huntington VA Income Equity and transferring Huntington VA Dividend Capture shares to each such account in complete liquidation of Huntington VA Income Equity. Each account will represent the pro rata number of full and fractional shares of Huntington VA Dividend Capture due to the respective Huntington VA Income Equity shareholders. All issued and outstanding shares of Huntington VA Income Equity will be canceled. The shares of Huntington VA Dividend Capture to be issued will have no preemptive or conversion rights and no share certificates will be issued. After these distributions and the winding up of its affairs, Huntington VA Income Equity will be terminated as a series of the Trust.

Until the Closing Date, shareholders of Huntington VA Income Equity will continue to be able to redeem their shares at the NAV per share next determined after receipt by Huntington VA Income Equity’s transfer agent of a redemption request in proper form. After the Reorganization, all of the issued and outstanding shares of Huntington VA Income Equity will be canceled on the books of Huntington VA Income Equity, and the share transfer books of Huntington VA Income Equity will be permanently closed. If the Reorganization is consummated, shareholders will be free to redeem the shares of Huntington VA Dividend Capture that they receive in the transaction at their then-current NAV. Shareholders of Huntington VA Income Equity may wish to consult their tax advisors as to any different consequences of redeeming their shares prior to the Reorganization or exchanging such shares for shares of Huntington VA Dividend Capture following the Reorganization.

Other Provisions

The Reorganization is subject to a number of conditions set forth in the Reorganization Plan. Certain of these conditions may be waived by the Board of Trustees. The significant conditions include receipt by the Board and the Trust of an opinion of counsel as to certain federal income tax aspects of the Reorganization. The Reorganization Plan may be terminated and the Reorganization abandoned at any time prior to the Closing Date by the Board of Trustees.

In the proposed Reorganization, shareholders of Huntington VA Income Equity will receive shares of Huntington VA Dividend Capture and will be able to purchase, redeem and exchange shares and receive distributions the same way as they currently do with respect to their shares of Huntington VA Income Equity.

Prior to or at the completion of the Reorganization, Huntington VA Income Equity and Huntington VA Dividend Capture will have each received an opinion from the law firm of Sullivan & Worcester LLP that, while not entirely free from doubt, the reorganization will qualify as a tax-free reorganization within the meaning of section 368(a) of the United States Internal Revenue Code of 1986, as amended (the “Code”). Accordingly, it is believed that no gain or loss generally will be recognized by Huntington VA Income Equity or Huntington VA Dividend Capture or their respective shareholders. See “Federal Income Tax Consequences” for more information on the federal tax consequences of the Reorganization.

At a meeting held on January 30, 2014, the Board approved the Reorganization Plan, finding that the Reorganization is in the best interests of Huntington VA Income Equity and its shareholders.

Purchases and Redemptions

Each Fund has the same purchase and redemption procedures. You may purchase shares only through variable annuity contracts or variable life insurance policies offered by participating insurance companies. Fund shares are not offered directly to the public. You may redeem shares only through participating insurance companies.

For more information, see the section “Shareholder Guide” in the respective Fund prospectus.

Exchanges

Each Fund has the same exchange policy. Exchanges may only be made between Funds having identical shareholder registrations. For any other exchanges you must obtain a New Technology Medallion Signature Guarantee.

Unless otherwise specified in writing, the existing registration relating to a Fund being exchanged will be used for any new Fund accounts required to be opened in the exchange.

Exchanges will not be available for Shares purchased by check until the check has cleared.

Dividends and Distributions

The Funds have the same dividend distribution policy. Each Fund declares and pays dividends on investment income, if any, monthly. Each Fund distributes its capital gains at least annually. All dividends and distributions payable to a holder of Shares will be automatically reinvested in additional Shares of the Fund, unless election is made on behalf of a participating insurance company to receive some or all of a dividend or distribution in cash. See the respective Funds’ prospectuses for further information concerning dividends and distributions.

Fiscal Year

Huntington VA Income Equity and Huntington VA Dividend Capture currently operate on a fiscal year ending December 31. Following the Reorganization, Huntington VA Income Equity will assume the financial history of Huntington VA Dividend Capture and continue to operate on a fiscal year ending December 31 of each year.

Expenses of the Reorganization

The expenses associated with the transactions contemplated by the Reorganization Plan shall be borne by the Funds. The expenses of the reorganization are estimated to be $16,800, and will be allocated to each Fund on a pro-rata basis.

Federal Income Tax Consequence s

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization within the meaning of Section 368(a) of the Code. No gain or loss will be recognized as a consequence of the Reorganization by Huntington VA Income Equity (except to the extent that such assets consist of contracts described in Section 1256 of the Code), nor will a gain or loss be recognized by the shareholders of Huntington VA Income Equity as a result of Huntington VA Dividend Capture’s distribution of its corresponding Fund shares to such shareholders in exchange for such shareholder’s Huntington VA Income Equity Fund shares. In addition, a shareholder’s tax basis for shares held in Huntington VA Income Equity will carry over to the shares of Huntington VA Dividend Capture acquired in the Reorganization, and the holding period for shares held as a capital asset also will carry over to Huntington VA Dividend Capture shares received in the Reorganization. As a condition to the closing of the proposed Reorganization, each of the Trust and the Acquiring Fund shall have received a legal opinion from Sullivan & Worcester LLP to the effect that, while the matter is not entirely free from doubt, the Reorganization will qualify as a tax-free reorganization with the foregoing tax consequences. That opinion will be based upon certain assumptions and conditions and on the representations set forth in the Reorganization Plan (and, if such counsel requests, in separate letters from the Trust and the Acquiring Fund) being true and complete at the time of the Closing Date and the Reorganization’s being consummated in accordance with the Reorganization Plan (without the waiver or modification of any terms or conditions thereof and without taking into account any amendment thereof that counsel has not approved).

Opinions of counsel are not binding upon the Internal Revenue Service (“IRS”) or the courts. If a Reorganization is consummated but does not qualify as a tax-free reorganization under the Code, Huntington VA Income Equity would recognize gain or loss on the transfer of its assets to Huntington VA Dividend Capture and each shareholder of Huntington VA Income Equity would recognize a gain or loss equal to the difference between its tax basis in the shares of Huntington VA Income Equity and the fair market value of the shares of Huntington VA Dividend Capture it receives. However, because the separate accounts that hold the Fund shares do not pay any taxes, no tax liability would result from any such gain and no tax benefit would result from any such loss.

Immediately prior to the Closing Date, Huntington VA Income Equity shall have declared and paid a distribution or distributions that, together with all previous distributions, shall have the effect of distributing to its shareholders: (i) all of its investment company taxable income and all of its net realized capital gains, if any, for the period from the close of its last fiscal year to 4:00 p.m. Eastern Time on the Closing Date, and (ii) any undistributed investment company taxable income and net realized capital gains from any period to the extent not otherwise already distributed.

You should consult your tax adviser regarding the effect, if any, of the proposed Reorganization in light of your individual circumstances. Since the foregoing discussion relates only to the federal income tax consequences of the Reorganization, you should also consult your tax adviser as to state and local tax consequences, if any, of the Reorganization.

Pro Forma Capitalization

The following table sets forth the capitalization of the Funds as of December 31, 2013, and the capitalization of Huntington VA Dividend Capture on a pro forma basis as of that date, giving effect to the proposed acquisition of assets at net asset value. The pro forma data reflects an exchange ratio of approximately .9096 shares of Huntington VA Dividend Capture for each share of Huntington VA Income Equity.

Capitalization of Huntington VA Income Equity, Huntington VA Dividend Capture and

Huntington VA Dividend Capture (Pro Forma)


	Huntington VA Income Equity		Huntington VA Dividend Capture		Adjustments			Huntington VA Dividend Capture Pro Forma (After Reorganization)
Net Assets	$	20,377,254	$	41,109,153	$	(1,817	) ⁽¹⁾	$	61,484,590
Total Net Assets	$	20,377,254	$	41,109,153	$	(1,817	) ⁽¹⁾	$	61,484,590
Net Asset Value Per Share	$	11.41	$	12.55				$	12.55
Shares Outstanding		1,785,138		3,275,707		(161,414	)		4,899,431
Total Shares Outstanding		1,785,138		3,275,707		(161,414	)		4,899,431

⁽¹⁾	Reflects estimated merger expenses of $16,800 and an adjustment to prepaid expenses of $14,983. The resulting net effect is $(1,817).

The table set forth above should not be relied upon to calculate the number of shares to be received in the Reorganization; the actual number of shares to be received will depend upon the net asset value and number of shares outstanding of each Fund at the time of the Reorganization.

Tax Information

No discussion is included here as to the federal income tax consequences at the shareholder level because the separate accounts are the only Record Holders of the Funds’ Shares. For information regarding the tax consequences of Contract ownership, please see the prospectus for the relevant Contract.

Payments to Insurance Companies and Their Affiliates

Neither Fund is sold directly to the general public but instead each Fund is offered as an underlying investment option for Contracts issued by insurance companies that are affiliated with the Fund and the Advisor. As a result of these affiliations, the insurance companies may benefit more from offering a Fund as an investment option in the Contracts than offering other unaffiliated portfolios. The Funds and their related companies may also make payments to the sponsoring insurance companies (or their affiliates) for distribution and/or other services. The benefits to the insurance companies of offering the Funds over unaffiliated funds and these payments may be factors that the insurance companies consider in including the Funds as an underling investment option in the Contracts and may create a conflict of interest. The prospectus for your Contract contains additional information about these payments.

Distribution of Shares

Certain of the Funds of the Trust sell shares to the separate accounts of insurance companies as a funding vehicle for the Contracts offered by the insurance companies. Expenses of Huntington VA Dividend Capture are passed through to the insurance company’s separate accounts and are ultimately borne by Contract owners. In addition, other fees and expenses are assessed by the insurance company at the separate account level. (The insurance company Contract Prospectus describes all fees and charges relating to a Contract.) Huntington VA Dividend Capture may also offer shares to other separate accounts of other insurers if approved by the Board of Trustees.

Unified Financial Securities, Inc. (“UFS”) serves as the Distributor of The Huntington Funds and is affiliated with the Huntington National Bank. The address of UFS is 2960 North Meridian Street, Suite 300, Indianapolis, Indiana, 46208. UFS distributes the Contracts, and Huntington VA Dividend Capture’s shares underlying such Contracts, directly and through broker-dealers, banks or other financial intermediaries.

In connection with the Reorganization, no sales charges are imposed. Certain sales or other charges are imposed by the Contracts for which Huntington VA Dividend Capture serves as an investment vehicle. More detailed descriptions of the classes of shares and the distribution arrangements applicable to each class of shares are contained in the Prospectus and Statement of Additional Information relating to Huntington VA Dividend Capture.

COMPARATIVE INFORMATION ON SHAREHOLDERS’ RIGHTS

Form of Organization

Huntington VA Income Equity and Huntington VA Dividend Capture are series of the Trust, an open-end management investment company registered with the SEC under the 1940 Act. The Trust was reorganized as a Delaware statutory trust in June 2006, and is governed by its Declaration of Trust and By-Laws, as amended, its Board of Trustees, and applicable Delaware and federal law. The Trust is organized as a “series company” as that term is used in Rule 18f-2 under the 1940 Act. The series of the Trust currently consist of Huntington VA Income Equity and Huntington VA Dividend Capture and 31 other mutual funds of various asset classes.

Capitalization

The beneficial interests in the Trust are represented by an unlimited number of transferable shares of beneficial interest, no par value, of one or more series. The Declaration of Trust of the Trust permits the Trustees to allocate shares into one or more series, and classes thereof, with rights determined by the Trustees, all without shareholder approval. Fractional shares may be issued by each Fund.

Shareholders of each Fund are entitled to receive dividends and other amounts as determined by the Trustees. Shareholders of each Fund vote separately, by Fund, as to matters, such as changes in fundamental investment restrictions, that affect only their particular Fund.

Shareholder Liability

Under Delaware law, shareholders of a Delaware statutory trust are entitled to the same limitation of personal liability extended to stockholders of Delaware corporations. To the extent that the Trust or a shareholder of the Trust is subject to the jurisdiction of courts in other states, it is possible that a court may not apply Delaware law and may thereby subject shareholders of the Trust to liability. To guard against this risk, the Trust’s Declaration of Trust (a) provides that any written obligation of the Trust may contain a statement that such obligation may only be enforced against the assets of the Trust or the particular series in question and the obligation is not binding upon the shareholders of the Trust; however, the omission of such a disclaimer will not operate to create personal liability for any shareholder; and (b) provides for indemnification out of Trust property of any shareholder held personally liable for the obligations of the Trust. Accordingly, the risk of a shareholder of the Trust incurring financial loss beyond that shareholder’s investment because of shareholder liability is limited to circumstances in which: (1) a court refuses to apply Delaware law; (2) no contractual limitation of liability was in effect; and (3) the Trust itself is unable to meet its obligations. In light of Delaware law, the nature of the Trust’s business, and the nature of its assets, the risk of personal liability to a shareholder of the Trust is remote.

Shareholder Meetings and Voting Rights

The Trust, on behalf of Huntington VA Income Equity and Huntington VA Dividend Capture, is not required to hold annual meetings of shareholders. However, a meeting of shareholders for the purpose of voting upon the question of removal of a Trustee must be called when requested in writing by the holders of at least 10% of the outstanding shares of the Trust. In addition, the Trust is required to call a meeting of shareholders for the purpose of electing Trustees if, at any time, less than a majority of the Trustees then holding office were elected by shareholders. The Trust currently does not intend to hold regular shareholder meetings. Cumulative voting is not permitted in the election of Trustees of the Trust.

Except when a larger quorum is required by applicable law or the applicable governing documents, 33 ¹ / ₃ % of the shares entitled to vote constitutes a quorum for consideration of a matter at a shareholders’ meeting. When a quorum is present at a meeting, a majority (greater than 50%) of the shares voted is sufficient to act on a matter and a plurality of the shares voted is required to elect a Trustee (unless otherwise specifically required by the applicable governing documents or other law, including the 1940 Act).

A Trustee of the Trust may be removed with or without cause at a meeting of shareholders by a vote of two-thirds of the outstanding shares of the Trust, or with or without cause by the vote of two-thirds of the number of Trustees prior to removal.

Under the Trust’s Declaration of Trust, each shareholder is entitled to one vote for each dollar of net asset value of each share owned by such shareholder and each fractional dollar amount is entitled to a proportionate fractional vote.

The Trust’s Declaration of Trust provides that unless otherwise required by applicable law (including the 1940 Act), the Board of Trustees may, without obtaining a shareholder vote: (1) reorganize the Trust as a corporation or other entity, (2) merge the Trust into another entity, or merge, consolidate or transfer the assets and liabilities or class of shares to another entity, and (3) combine the assets and liabilities held with respect to two or more series or classes into assets and liabilities held with respect to a single series or class.

Under certain circumstances, the Trustees of the Trust may also terminate the Trust, a series, or a class of shares, upon written notice to the shareholders.

Liquidation

In the event of the liquidation of the Trust, either Fund or a class of shares, the shareholders are entitled to receive, when and as declared by the Trustees, the excess of the assets belonging to the Trust, the Fund or attributable to the class over the liabilities belonging to the Trust, the Fund or attributable to the class. The assets so distributable to shareholders of the Fund will be distributed among the shareholders in proportion to the dollar value of shares of such Fund or class of the Fund held by them on the date of distribution.

Liability and Indemnification of Trustees

The Declaration of Trust of the Trust provides that no Trustee or officer shall be liable to the Trust or to any shareholder, Trustee, officer, employee or agent of the Trust for any action or failure to act except for his or her own willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties involved in the conduct of his or her office. The Declaration of Trust provides that present and former Trustees or officers are generally entitled to indemnification against liabilities and expenses with respect to claims related to their position with the Funds unless, in the case of any liability to the Funds or their shareholders, such Trustee or officer is liable by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of his or her duties involved in the conduct of his or her office.

The foregoing is only a summary of certain characteristics of the operations of the Declaration of Trust of the Trust, its Bylaws and Delaware and federal law and is not a complete description of those documents or law. Shareholders should refer to the provisions of such Declaration of Trust, Bylaws and Delaware and federal law directly for more complete information.

Shareholder Information

As of December 31, 2013 the total number of shares of Huntington VA Income Equity outstanding was as follows:


	Number of Shares
Total		1,785,138

As of December 31, 2013, the officers and Trustees of the Trust, as a group, owned beneficially or of record less than 1% of the outstanding shares of Huntington VA Income Equity.

As of December 31, 2013, the officers and Trustees of the Trust, as a group, owned beneficially or of record less than 1% of the outstanding shares of Huntington VA Dividend Capture.

Control Persons and Principal Holders of Securities

The beneficial owners or record owners of more than 5% of the shares of Huntington VA Income Equity and Huntington VA Dividend Capture as of [ ], 2013, were as follows:

Huntington VA Income Equity


Name and Address		Total Shares		% of Shares of Portfolio Before Reorganization		% of Shares of Portfolio After Reorganization

Huntington VA Dividend Capture


Name and Address		Total Shares		% of Shares of Portfolio Before Reorganization		% of Shares of Portfolio After Reorganization

Financial Statements and Experts

The Annual Report of the Trust relating to Huntington VA Income Equity, for the year ended as of December 31, 2013, including the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement. The financial statements audited by Ernst & Young LLP, independent registered public accounting firm, have been included in reliance on their report given on their authority as experts in accounting and auditing.

The Annual Report of the Trust relating to Huntington VA Dividend Capture, for the year ended as of December 31, 2013, including the financial statements and financial highlights for the periods indicated therein, has been incorporated by reference herein and in the Registration Statement. The financial statements audited by Ernst & Young LLP, independent registered public accounting firm, have been included in reliance on their report given on their authority as experts in accounting and auditing.

Legal Matters

Certain legal matters concerning the issuance of shares of Huntington VA Dividend Capture will be passed upon by Sullivan & Worcester LLP, counsel to the Trust.

Additional Information

The Trust is subject to the informational requirements of the Securities Exchange Act of 1934 and the 1940 Act, and in accordance therewith files reports and other information including proxy material and charter documents with the SEC. These items can be inspected and copied at the Public Reference Facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, and at the SEC’s Chicago Regional Office located at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604 and the SEC’s New York Regional office located at 3 World Financial Center, Suite 400, New York, New York 10281. Copies of such materials can also be obtained at prescribed rates from the Public Reference Branch, Office of Consumer Affairs and Information Services, Securities and Exchange Commission, 100 F Street, N.E., Washington, D.C. 20549.

March 18, 2014

STATEMENT OF ADDITIONAL INFORMATION

Acquisition of Assets of

HUNTINGTON VA INCOME EQUITY FUND

a series of

The Huntington Funds

2960 N. Meridian Street

Indianapolis, IN 46208

(800) 253-0412

BY AND IN EXCHANGE FOR SHARES OF

HUNTINGTON VA DIVIDEND CAPTURE FUND

another series of

The Huntington Funds

This Statement of Additional Information, dated April 17, 2014, relating specifically to the proposed transfer of the assets and liabilities of Huntington VA Income Equity Fund (“Huntington VA Income Equity”), a series of the Huntington Funds (the “Trust”) to Huntington VA Dividend Capture Fund (“Huntington VA Dividend Capture”), another series of the Trust, in exchange for Shares of beneficial interest, no par value, of Huntington VA Dividend Capture (to be issued to holders of shares of Huntington VA Income Equity), consists of the information set forth below pertaining to Huntington VA Income Equity and Huntington VA Dividend Capture and the following described documents, each of which is incorporated by reference herein:

(1)

The Statement of Additional Information of the Trust relating to Huntington VA Income Equity and Huntington VA Dividend Capture, dated April 30, 2013; and

(2)

Annual Report of the Trust relating to Huntington VA Income Equity and Huntington VA Dividend Capture for the year ended December 31, 2013.

This Statement of Additional Information, which is not a prospectus, supplements, and should be read in conjunction with, the Prospectus/Information Statement of Huntington VA Income Equity and Huntington VA Dividend Capture dated April 17, 2014. A copy of the Prospectus/Information Statement may be obtained without charge by calling or writing to the Trust at the telephone number or address set forth above.

Pro Forma Combined Portfolios of Investments

As of December 31, 2013


	Huntington VA Income Equity Fund				Huntington VA Dividend Capture Fund				Pro Forma Combined
		Shares		Value		Shares		Value		Shares		Value
Common Stocks — 82.2%
Consumer Discretionary — 4.5%
Comcast Corp., Class A		—	$	—		6,500	$	337,773		6,500	$	337,773
Ford Motor Co.		15,100		232,993		—		—		15,100		232,993
Gentex Corp.		—		—		10,250		338,148		10,250		338,148
Genuine Parts Co.		—		—		5,000		415,950		5,000		415,950
Hasbro, Inc.		4,800		264,048		—		—		4,800		264,048
Leggett & Platt, Inc.		—		—		11,580		358,285		11,580		358,285
Shaw Communications, Inc., Class B		10,700		260,438		—		—		10,700		260,438
Thomson Reuters Corp. (a)		8,100		306,342		—		—		8,100		306,342
Time Warner Cable, Inc., Class A		2,000		271,000		—		—		2,000		271,000

				1,334,821				1,450,156				2,784,977

Consumer Staples — 7.4%
Altria Group, Inc.		8,000		307,120		—		—		8,000		307,120
Campbell Soup Co. (a)		—		—		11,500		497,720		11,500		497,720
Colgate-Palmolive Co.		—		—		12,050		785,780		12,050		785,780
ConAgra Foods, Inc.		6,500		219,050		—		—		6,500		219,050
General Mills, Inc.		5,000		249,550		—		—		5,000		249,550
Kellogg Co.		—		—		6,500		396,955		6,500		396,955
Kimberly-Clark Corp.		2,900		302,934		3,750		391,725		6,650		694,659
Kraft Foods Group, Inc.		3,800		204,896		—		—		3,800		204,896
Sysco Corp.		6,400		231,040		11,250		406,125		17,650		637,165
Walgreen Co.		5,300		304,432		—		—		5,300		304,432
Wal-Mart Stores, Inc.		—		—		3,500		275,415		3,500		275,415

				1,819,022				2,753,720				4,572,742

Energy — 12.8%
BP PLC ADR		6,600		320,826		—		—		6,600		320,826
Chevron Corp.		2,700		337,257		5,250		655,777		7,950		993,034
ConocoPhillips		5,000		353,250		—		—		5,000		353,250
Enterprise Products Partners LP		4,300		285,090		—		—		4,300		285,090
Exxon Mobil Corp.		1,900		192,280		10,263		1,038,616		12,163		1,230,896
Marathon Petroleum Corp.		—		—		5,250		481,582		5,250		481,582
Murphy Oil Corp.		—		—		7,950		515,796		7,950		515,796
Occidental Petroleum Corp.		—		—		7,750		737,025		7,750		737,025
Penn West Petroleum Ltd. (a)		17,300		144,628		—		—		17,300		144,628
Plains All American Pipeline LP (a)		4,800		248,496		—		—		4,800		248,496
Royal Dutch Shell PLC ADR		4,200		299,334		10,000		712,700		14,200		1,012,034
Schlumberger Ltd.		—		—		4,000		360,440		4,000		360,440
Suncor Energy, Inc.		8,200		287,410		—		—		8,200		287,410
Total SA ADR (a)		5,700		349,239		—		—		5,700		349,239
TransCanada Corp.		6,100		278,526		—		—		6,100		278,526
Valero Energy Corp.		5,200		262,080		—		—		5,200		262,080

				3,358,416				4,501,936				7,860,352

Financials — 16.0%
Bank of Montreal		3,900		259,974		3,750		249,975		7,650		509,949
BB&T Corp.		8,800		328,416		—		—		8,800		328,416
Blackstone Group LP		11,000		346,500		—		—		11,000		346,500
Brown & Brown, Inc.		—		—		10,000		313,900		10,000		313,900
Cullen/Frost Bankers, Inc. (a)		—		—		8,250		614,047		8,250		614,047
Federated Investors, Inc., Class B (a)		—		—		8,400		241,920		8,400		241,920
FNB Corp.		—		—		35,000		441,700		35,000		441,700
Fulton Financial Corp.		—		—		42,500		555,900		42,500		555,900
Hancock Holding Co.		—		—		17,500		641,900		17,500		641,900
JPMorgan Chase & Co.		6,200		362,576		7,500		438,600		13,700		801,176
MetLife, Inc.		4,800		258,816		—		—		4,800		258,816
Northern Trust Corp.		—		—		8,250		510,592		8,250		510,592
Northwest Bancshares, Inc.		—		—		19,750		291,905		19,750		291,905
Old National Bancorp		—		—		27,000		414,990		27,000		414,990
Principal Financial Group, Inc.		5,000		246,550		—		—		5,000		246,550
Royal Bank of Canada		4,500		302,535		—		—		4,500		302,535
SLM Corp.		14,000		367,920		—		—		14,000		367,920
Toronto-Dominion Bank		3,300		310,992		—		—		3,300		310,992
Travelers Cos., Inc./The		3,000		271,620		—		—		3,000		271,620
Trustmark Corp. (a)		—		—		17,750		476,410		17,750		476,410
U.S. Bancorp		8,200		331,280		17,735		716,494		25,935		1,047,774
Wells Fargo & Co.		5,600		254,240		6,734		305,724		12,334		559,964

				3,641,419				6,214,057				9,855,476


Health Care — 7.1%
AbbVie, Inc.	6,300	332,703	—	—	6,300	332,703
AstraZeneca PLC ADR	—	—	5,500	326,535	5,500	326,535
Baxter International, Inc.	3,500	243,425	8,500	591,175	12,000	834,600
Eli Lilly & Co.	5,400	275,400	5,000	255,000	10,400	530,400
GlaxoSmithKline PLC ADR	4,100	218,899	—	—	4,100	218,899
Johnson & Johnson	2,600	238,134	—	—	2,600	238,134
Merck & Co., Inc.	5,700	285,285	14,000	700,700	19,700	985,985
Pfizer, Inc.	8,900	272,607	10,750	329,273	19,650	601,880
St. Jude Medical, Inc.	—	—	5,250	325,238	5,250	325,238

		1,866,453		2,527,921		4,394,374

Industrials — 8.0%
CSX Corp.	9,900	284,823	15,750	453,127	25,650	737,950
Deere & Co.	3,300	301,389	—	—	3,300	301,389
General Electric Co.	—	—	33,500	939,005	33,500	939,005
Honeywell International, Inc.	3,600	328,932	—	—	3,600	328,932
Illinois Tool Works, Inc.	—	—	4,000	336,320	4,000	336,320
Lockheed Martin Corp.	2,500	371,650	—	—	2,500	371,650
Matson, Inc.	—	—	5,000	130,550	5,000	130,550
Norfolk Southern Corp.	3,000	278,490	—	—	3,000	278,490
PACCAR, Inc.	—	—	5,750	340,228	5,750	340,228
R.R. Donnelley & Sons Co. (a)	15,700	318,396	—	—	15,700	318,396
Waste Management, Inc.	6,700	300,629	11,500	516,005	18,200	816,634

		2,184,309		2,715,235		4,899,544

Information Technology — 7.9%
CA, Inc.	9,400	316,310	14,250	479,512	23,650	795,822
Cisco Systems, Inc.	12,900	289,605	33,000	740,850	45,900	1,030,455
Hewlett-Packard Co.	10,100	282,598	—	—	10,100	282,598
Intel Corp.	12,500	324,500	25,450	660,682	37,950	985,182
Microsoft Corp.	4,600	172,178	9,660	361,574	14,260	533,752
Paychex, Inc. (a)	5,100	232,203	3,500	159,355	8,600	391,558
Seagate Technology PLC	5,400	303,264	—	—	5,400	303,264
Taiwan Semiconductor Manufacturing Co. Ltd. ADR	—	—	18,000	313,920	18,000	313,920
Xerox Corp.	—	—	19,750	240,358	19,750	240,358

		1,920,658		2,956,251		4,876,909

Materials — 3.8%
Air Products & Chemicals, Inc.	2,900	324,162	—	—	2,900	324,162
Bemis Co., Inc.	—	—	11,000	450,560	11,000	450,560
Dow Chemical Co./The	7,400	328,560	—	—	7,400	328,560
Freeport-McMoRan Copper & Gold, Inc.	9,000	339,660	—	—	9,000	339,660
Olin Corp. (a)	—	—	20,750	598,637	20,750	598,637
Sonoco Products Co.	—	—	6,500	271,180	6,500	271,180

		992,382		1,320,377		2,312,759


Real Estate Investment Trusts — 8.7%
Associated Estates Realty Corp. (a)	—		—		12,000		192,600		12,000		192,600
Brandywine Realty Trust (a)	—		—		23,000		324,070		23,000		324,070
CBL & Associates Properties, Inc.	—		—		10,750		193,070		10,750		193,070
DDR Corp. (a)	—		—		32,750		503,367		32,750		503,367
Digital Realty Trust, Inc. (a)	—		—		5,000		245,600		5,000		245,600
HCP, Inc.	6,100		221,552		3,000		108,960		9,100		330,512
Health Care REIT, Inc.	4,200		224,994		—		—		4,200		224,994
Highwoods Properties, Inc.	—		—		9,500		343,615		9,500		343,615
Home Properties, Inc.	—		—		5,250		281,505		5,250		281,505
Hospitality Properties Trust	11,500		310,845		—		—		11,500		310,845
Kimco Realty Corp.	13,200		260,700		—		—		13,200		260,700
Lexington Realty Trust	—		—		35,000		357,350		35,000		357,350
Liberty Property Trust	—		—		7,750		262,493		7,750		262,493
Mid-America Apartment Communities, Inc. (a)	3,700		224,738		9,000		546,660		12,700		771,398
Ramco-Gershenson Properties Trust (a)	—		—		13,750		216,425		13,750		216,425
Simon Property Group, Inc.	—		—		1,000		152,160		1,000		152,160
Sun Communities, Inc. (a)	—		—		8,500		362,440		8,500		362,440

			1,242,829				4,090,315				5,333,144

Telecommunication Services — 2.3%
AT&T, Inc.	5,600		196,896		20,120		707,419		25,720		904,315
Verizon Communications, Inc.	4,000		196,560		1,640		80,590		5,640		277,150
Windstream Holdings, Inc. (a)	25,400		202,692		—		—		25,400		202,692

			596,148				788,009				1,384,157

Utilities — 3.7%
CenterPoint Energy, Inc.	—		—		4,500		104,310		4,500		104,310
Edison International	—		—		11,250		520,875		11,250		520,875
Entergy Corp.	3,900		246,753		—		—		3,900		246,753
FirstEnergy Corp.	7,600		250,648		—		—		7,600		250,648
PG&E Corp.	5,600		225,568		—		—		5,600		225,568
PPL Corp.	8,700		261,783		—		—		8,700		261,783
Questar Corp.	—		—		29,000		666,710		29,000		666,710

			984,752				1,291,895				2,276,647

Total Common Stocks			19,941,209				30,609,872				50,551,081

Preferred Stocks — 15.6%
Financials — 9.4%
Allstate Corp./The, 5.100%	—		—		23,546		567,694		23,546		567,694
American Financial Group, Inc., 7.000%	—		—		20,000		511,600		20,000		511,600
Ameriprise Financial, Inc., 7.750%	—		—		12,500		320,625		12,500		320,625
Axis Capital Holdings Ltd., Series C, 6.875%	—		—		18,581		438,140		18,581		438,140
BB&T Corp., 5.850%	—		—		26,000		558,480		26,000		558,480
Charles Schwab Corp./The, Series B, 6.000%	—		—		27,000		593,730		27,000		593,730
JPMorgan Chase Capital XXIX, 6.700%	—		—		27,000		683,640		27,000		683,640
KKR Financial Holdings LLC, 8.375%	—		—		10,000		268,100		10,000		268,100
PartnerRe Ltd., Series E, 7.250%	—		—		16,350		413,655		16,350		413,655
Prudential Financial, Inc., 5.700%	—		—		18,000		375,120		18,000		375,120
Raymond James Financial, Inc., 6.900%	—		—		18,000		450,000		18,000		450,000
State Street Corp., Series C, 5.250%	—		—		10,000		207,000		10,000		207,000
Wells Fargo & Co., Series J, 8.000%	—		—		15,000		419,400		15,000		419,400

			—				5,807,184				5,807,184

Industrials — 0.8%
Stanley Black & Decker, Inc., 5.750%	—		—		23,000		491,740		23,000		491,740

			—				491,740				491,740

Real Estate Investment Trusts — 3.3%
Kimco Realty Corp., Series H, 6.900%	—		—		17,686		421,104		17,686		421,104
PS Business Parks, Inc., Series S, 6.450%	—		—		27,000		589,950		27,000		589,950
Public Storage, Inc., Series V, 5.375%	—		—		15,000		292,950		15,000		292,950
Realty Income Corp., Series F, 6.625%	—		—		17,000		406,810		17,000		406,810
Vornado Realty LP, 7.875%	—		—		11,000		285,890		11,000		285,890

			—				1,996,704				1,996,704

Telecommunication Services — 0.2%
Qwest Corp., 7.500%	—		—		6,000		140,580		6,000		140,580

			—				140,580				140,580

Utilities — 1.9%
Dominion Resources, Inc., Class A, 8.375%	—		—		20,000		514,800		20,000		514,800
NextEra Energy Capital Holdings, Inc., Series F, 8.750%	—		—		25,000		636,750		25,000		636,750

			—				1,151,550				1,151,550

Total Preferred Stocks			—				9,587,758				9,587,758

Exchange-Traded Funds — 0.7%
SPDR S&P Dividend ETF	—		—		5,750		417,565		5,750		417,565

Total Exchange-Traded Funds			—				417,565				417,565

Cash Equivalents — 1.0%
Huntington U.S. Treasury Money Market Fund, Trust Shares, 0.050% (b) (c)	429,233		429,233		152,351		152,351		581,584		581,584

Total Cash Equivalents			429,233				152,351				581,584

Short-Term Securities Held as Collateral for Securities Lending — 10.3%
Fidelity Institutional Money Market Portfolio, Institutional Class, 0.080% (c)	1,689,794		1,689,794		4,657,256		4,657,256		6,347,050		6,347,050

Total Short-Term Securities Held as Collateral for Securities Lending			1,689,794				4,657,256				6,347,050

Total Investments — 109.8%			22,060,236				45,424,802				67,485,038

Total Investments at Cost			18,565,365				43,104,604				61,669,969

Liabilities in Excess of Other Assets — (9.8)%			(1,682,982	)			(4,315,649	)			(6,000,448	) ^(d)

Net Assets — 100.0%		$	20,377,254			$	41,109,153			$	61,484,590

(a)	All or part of this security was on loan as of December 31, 2013.

(b)	Investment in affiliate.

(c)	Rate disclosed is the seven day yield as of December 31, 2013.

(d)	Reflects estimated net merger expenses and reduction of duplicative expenses of $1,817.

*	Non-income producing security.

ADR - American Depositary Receipt

ETF - Exchange-Traded Fund

SPDR - Standard & Poor’s Depositary Receipts

PART C. OTHER INFORMATION

Item 15

Indemnification

(1)

Indemnification is provided to Officers and Trustees of the Registrant pursuant to Article VII, Section 4 of Registrant’s 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 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 Registrant’s distributor, custodian and transfer agent against certain losses is provided for, respectively, in Section 10 of the Distributor’s 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). Registrant’s Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.

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.

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 16

Exhibits


(1)

1	Conformed copy of Agreement and Declaration of Trust of the Registrant, dated April 27, 2006;	(9)

2	Conformed copy of Amendment No. 1 to Agreement and Declaration of trust of the Registrant, dated April 27, 2006;	(9)


(2)

1	Copy of By-Laws of the Registrant, dated April 27, 2006;	(9)

(3)	Not applicable

(4)

1	Form of Agreement and Plan of Reorganization is filed herewith	(+)

(5)	Instruments Defining Rights of Security Holders are herein incorporated by reference

(6)

1	Conformed copy of 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;	(9)

2	Conformed copy of 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;	(9)

3	Conformed copy of 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;	(9)

4	Conformed Copy of 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;	(9)

5	Conformed copy of 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 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;	(9)

6	Conformed copy of 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 Income Equity Fund, VA International 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;	(9)

7	Conformed copy of Letter Agreement dated June 23, 2006, to the 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 Income Equity Fund, VA International 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;	(10)


8	Conformed copy of Letter Agreement dated February 27, 2007, to the 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 Income Equity Fund, VA International 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;	(13)

9	Conformed copy of Letter Agreement dated February 27, 2007, to the 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 Income Equity Fund, VA International 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;	(13)

10	Conformed copy of Letter Agreement dated January 24, 2008, to the 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 Income Equity Fund, VA International 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;	(13)

11	Conformed copy of Subadvisory Agreement dated June 23, 2006, between the Registrant, Huntington Asset Advisors, Inc. and Laffer Investments, Inc. (terminated);	(9)

12	Conformed copy of Amended and Restated Exhibit 1 to Schedule A to the Investment Advisory Agreement between Registrant and Huntington Asset Advisors, Inc.;	(11)

13	Conformed copy of 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;	(15)

14	Conformed copy of 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;	(15)

15	Conformed copy of Exhibit A to the Investment Advisory Agreement by and between the Registrant and Huntington Asset Advisors, Inc., amended and restated as of October 21, 2008;	(15)

16	Conformed copy of Schedule A to the Investment Advisory Agreement between the Registrant and Huntington Asset Advisors, Inc.;	(15)

17	Conformed copy of 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;	(17)

18	Conformed copy of 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;	(17)


19	Conformed copy of 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;	(17)

20	Conformed copy of Letter Agreement dated December 28, 2009 to Investment Advisory Agreement dated June 23, 2006 between the Registrant and Huntington Asset Advisors, Inc., relating to the Global Select Markets Fund;	(19)

21	Conformed copy of Schedule A to the Investment Advisory Agreement between the Registrant and Huntington Asset Advisors, Inc., amended and restated as of December 28, 2009;	(19)

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;	(22)

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;	(23)

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;	(23)

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;	(24)

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;	(25)

27	Amendment to the Investment Advisory Agreement dated August 9, 2012, between the Registrant and Huntington Asset Advisors, Inc.;	(26)

28	Amendment to the Investment Advisory Agreement dated August 9, 2012, between the Registrant and Huntington Asset Advisors, Inc.;	(26)

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 on Form 497 dated September 4, 2013;

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 on Form 497 dated September 4, 2013;



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 on Form 497 dated September 4, 2013;

(7)

1	Conformed copy of Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(9)

2	Conformed copy of Amendment to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(9)

3	Conformed copy of Exhibit A to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(9)

4	Conformed copy of Amended and Restated Amendment #1 to Exhibit A to the Distributor’s Contract between Registrant and Edgewood Services, Inc.;	(11)

5	Conformed copy of Exhibit B to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(9)

6	Conformed copy of Amendment #1 to Exhibit B dated April 30, 2007 to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(11)

7	Conformed copy of Exhibit C to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(9)

8	Conformed copy of Amendment #1 to Exhibit C dated April 30, 2007 to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(11)

9	Conformed copy of Exhibit D to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(9)

10	Conformed copy of Amended and Restated Exhibit E dated August 31, 2007 to the Distributor’s Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;	(12)

11	Form of Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009;	(15)

12	Conformed copy of Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009, including Exhibits A and B;	(17)

13	Conformed copy of Amended and Restated Exhibit A to the Distribution Agreement, dated December 28, 2009;	(17)

14	Amendment to Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009, including Exhibit A, relating to the Huntington World Income Fund;	(22)

15	Amendment to Distribution Agreement between the Registrant and Unified Financial Securities, Inc., dated April 1, 2009, including Exhibit A, relating to the Huntington Disciplined Equity Fund;	(23)



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;	(24)

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;	(25)

18	Amended Distribution Agreement dated August 31, 2012, including Exhibits A and B, between the Registrant and Unified Financial Securities, Inc.	(26)

19	Amended Distribution Agreement dated August 19, 2013, including Exhibits A and B, between the Registrant and Unified Financial Securities, Inc. – filed on Form 497 dated September 4, 2013;

(8)	Not applicable

(9)

1	Conformed copy of Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank;	(9)

2	Conformed copy of Schedule A to Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank;	(9)

3	Conformed copy of Schedule B dated September 11, 2007 as Amended and Restated on August 31, 2007, to Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank;	(12)

4	Conformed copy of Amendment to Custodian Agreement, dated June 23, 2006, between the Registrant and The Huntington National Bank;	(9)

5	Conformed copy of Foreign Custody Manager Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(9)

6	Form of Exhibit A, Amended and Restated as of August 31, 2007, to Foreign Custody Manager Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(12)

7	Copy of Schedule I to Foreign Custody Manager Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(9)

8	Conformed copy of Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(9)

9	Conformed copy of Schedule I to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(12)

10	Form of Schedule II, Amended and Restated as of August 31, 2007, to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(12)



11	Copy of Schedule III to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(9)

12	Conformed copy of Appendix I to Foreign Custody Agreement between the Registrant and The Bank of New York, dated June 23, 2006;	(9)

13	Conformed copy of Sub-Custody Agreement between the Registrant, The Huntington National Bank and PFPC Trust Company dated June 23, 2006;	(10)

14	Conformed copy of Custodian Agreement dated June 26, 2006 between Registrant and State Street Bank and Trust Company including Schedules A, B and C and the Remote Access Services Addendum;	(11)

15	Conformed copies of Schedules A and B to the Custodian Agreement between the Registrant and Huntington National Bank, dated October 21, 2008;	(15)

16	Conformed copy of Securities Lending Customer Agreement between the Registrant and PFPC Trust Company, dated September 19, 2007;	(15)

17	Form of Global Sub-Custodian Agreement between The Huntington National Bank and Brown Brothers Harriman & Co.;	(15)

18	Conformed copy of Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank;	(17)

19	Conformed copy of Appendix B Amended & Restated as of July 29, 2009, to the Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank;	(17)

20	Conformed copy of Appendix B Amended & Restated as of December 28, 2009, to the Custodian Agreement, dated May 26, 2009, between the Registrant and The Huntington National Bank;	(19)

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;	(22)

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;	(23)

23	Amended and Restated Custodian Agreement dated May 26, 2009, as amended August 31, 2012, between the Registrant and The Huntington National Bank	(29)

24	Amendment to Custodian Agreement dated November 8, 2012, between the Registrant and The Huntington National Bank	(29)

25	Revised Amendment to Custodian Agreement dated November 8, 2012, between the Registrant and The Huntington National Bank	(29)

26	Revised Amendment to Custodian Agreement effective June 1, 2013, between the Registrant and The Huntington National Bank – filed on Form 497 dated September 4, 2013;


(10)

1	Copy of the Distribution Plan of the Registrant, dated June 23, 2006	(9)

2	Copy of Exhibit A to Distribution Plan of the Registrant, dated June 23, 2006;	(9)

3	Copy of the Amended and Restated Exhibit 1 to Exhibit A to Registrant’s Distribution Plan;	(11)

4	Copy of Amended and Restated Distribution Plan of the Registrant, dated April 1, 2009;	(15)

5	Copy of Exhibit A to Amended and Restated Distribution Plan of the Registrant, dated April 1, 2009;	(17)

6	Copy of Exhibit A to Distribution Plan of the Registrant, amended and restated as of December 28, 2009;	(19)

7	Amendment to the Distribution Plan of the Registrant, regarding the Huntington World Income Fund;	(22)

8	Amendment to the Distribution Plan of the Registrant, regarding the Huntington Disciplined Equity Fund;	(23)

9	Amended and Restated Distribution Plan of the Registrant dated August 31, 2012;	(24)

10	Amended and Restated Distribution Plan of the Registrant dated August 19, 2013 – filed on Form 497 dated September 4, 2013;

(11)	Not applicable

(12)

1	Opinions of Sullivan & Worcester, LLP, as to certain tax consequences- to be filed	( )

(13)

1	Conformed copy of Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.;	(9)

2	Conformed copy of Amended and Restated Exhibit A to the Mutual Fund Services Agreement, Transfer Agency Services, dated April 23, 2008, between the Registrant and Unified Funds Services, Inc.;	(14)

3	Copy of Exhibit B to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.;	(9)

4	Copy of Exhibit C to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.;	(9)

5	Copy of Exhibit D to the Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.;	(9)



6	Conformed copy of Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank;	(12)

7	Conformed copy of Investment Company Exhibit, Amended and Restated as of August 31, 2007, to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank;	(12)

8	Conformed copy of Administrative Services Fee Exhibit to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank;	(12)

9	Conformed copy of First Amendment, dated June 29, 2007, to Administrative Services Agreement dated June 23, 2006, between the Registrant and The Huntington National Bank;	(12)

10	Conformed copy of Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank, dated June 23, 2006;	(9)

11	Conformed copy of Exhibit A to Administrative Services Agreement (Shareholder Services) between the Registrant and The Huntington National Bank, dated June 23, 2006;	(9)

12	Conformed copy of Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company;	(9)

13	Conformed copy of Investment Company Exhibit, Amended and Restated as of August 31, 2007, dated September 11, 2007, to Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company;	(12)

14	Conformed copy of Sub-Administrative Services Fee Exhibit to Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company;	(9)

15	Conformed copy of First Amendment, dated June 29, 2007, to Sub-Administrative Services Fee Exhibit to Agreement for Sub-Administrative Services, dated June 23, 2006, among Registrant, The Huntington National Bank and Federated Services Company;	(12)

16	Conformed copy of Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001;	(9)

17	Conformed copy of Exhibit A, Amended and Restated as of August 31, 2007, dated September 11, 2007, to the Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001;	(12)

18	Conformed copy of Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.;	(10)

19	Conformed copy of Amendment #1 to Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.;	(10)



20	Conformed copy of Amendment #2 to Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.;	(10)

21	Conformed copy of Amendment #3 to Fund Accounting Agreement dated May 1, 2002, between the Registrant and BISYS Fund Services Ohio, Inc.;	(10)

22	Conformed copy of Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006;	(10)

23	Conformed copy of Schedule A dated June 23, 2006 to the Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006;	(12)

24	Form of Amended and Restated Amendment #1 to Schedule B dated June 23, 2006 and revised August 31, 2007, to the Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006;	(12)

25	Copy of Schedule C to the Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Edgewood Services, Inc. and Hartford Life Insurance Company, dated June 23, 2006;	(12)

26	Form of Fund Participation Agreement among Nationwide Life Insurance Company and Nationwide Life and Annuity Insurance Company; the Registrant; Huntington Asset Advisors, Inc.; and Edgewood Services, Inc., dated June 23, 2006, including Exhibits A through E;	(10)

27	Conformed copy of Fund Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc., and Transamerica Life Insurance Company, dated June 23, 2006;	(10)

28	Conformed copy of Fund Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Sun Life Assurance Company of Canada (U.S.) dated January 1, 2008;	(12)

29	Conformed copy of Registrant’s Shareholder Services Plan dated February 13, 2007;	(11)

30	Conformed copy of Exhibit A dated September 10, 2008 to Registrant’s Shareholder Services Plan;	(14)

31	Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006;	(11)

32	Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006;	(11)

33	Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006;	(11)

34	Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006;	(11)



35	Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006;	(11)

36	Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated December 1, 2006;	(11)

37	Conformed copy of Indemnification Agreement between Registrant and Trustee of Trust dated November 9, 2006;	(11)

38	Conformed copy of Consultant Agreement between Huntington Asset Advisors, Inc. and Laffer Investments, Inc. dated September 1, 2008;	(14)

39	Conformed copy of Schedule A to the Fund Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc. and Sun Life Assurance Company of Canada (U.S.), dated October 21, 2008;	(15)

40	Copy of Appendix A to Indemnification Agreement between Registrant and Trustee William H. Zimmer III, dated October 21, 2008;	(15)

41	Copy of Appendix A to Indemnification Agreement between Registrant and Trustee Thomas Westerfield, dated October 21, 2008	(15)

42	Copy of Appendix A to Indemnification Agreement between Registrant and Trustee Mark Shary, dated October 21, 2008;	(15)

43	Copy of Appendix A to Indemnification Agreement between Registrant and Trustee Tadd Seitz, dated October 21, 2008;	(15)

44	Copy of Appendix A to Indemnification Agreement between Registrant and Trustee B. Randolph Bateman, dated October 21, 2008;	(15)

45	Copy of Appendix A to Indemnification Agreement between Registrant and Trustee David Schoedinger, dated October 21, 2008;	(15)

46	Conformed copy of Amended and Restated Administrative Services Agreement between the Registrant and The Huntington National Bank, dated December 1, 2008;	(15)

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;	(15)

48	Form of Mutual Fund Sales and Services Agreement (Unified Financial Securities, Inc.);	(15)

49	Conformed copy of Amended and Restated Exhibit #2 to Exhibit A to Administrative Services Agreement (Shareholder Services) between the Registrant and Huntington National Bank, dated May 1, 2008;	(15)

50	Conformed copy of Exhibit A to the Mutual Fund Services Agreement for Transfer Agency Services between Unified Fund Services, Inc. and the Registrant (Amended and Restated as of October 21, 2008);	(15)



51	Conformed copy of Amendment No. 2 to Participation Agreement among the Registrant, Edgewood Services, Inc., Huntington Asset Advisors, Inc., and Transamerica Life Insurance Company, dated November 1, 2008;	(15)

52	Form of Shareholder Services Agreement of the Registrant (including Amended and Restated Amendment #1 to Exhibit A);	(15)

53	Conformed copy of Second Amended and Restated Exhibit A to The Huntington Funds Shareholder Services Plan, dated September 17, 2008;	(15)

54	Conformed copy of Mutual Fund Services Agreement for Sub-Administration Services between Huntington National Bank and Unified Fund Services, Inc., dated April 1, 2009, including Exhibit A and Exhibit B;	(17)

55	Conformed copy of Amended and Restated Exhibit A (dated April 1, 2009) to Administrative Services Agreement (Shareholder Services) between the Registrant and Huntington National Bank, dated June 23, 2006;	(17)

56	Conformed copy of Amendment dated May 7, 2009, to Amended and Restated Administrative Services Agreement dated June 23, 2006, between the Registrant and Huntington National Bank;	(17)

57	Conformed copy of 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	(17)

58	Form of Fund Participation Agreement among the Registrant, Huntington Asset Advisors, Inc., Unified Financial Securities, Inc. and Hartford Life Insurance Company, dated April 1, 2009, including Schedules A through C;	(17)

59	Conformed copy of Exhibit A, Amended & Restated as of July 29, 2009, to Mutual Fund Services Agreement, Transfer Agency Services dated June 23, 2006, between the Registrant and Unified Funds Services, Inc.;	(17)

60	Conformed copy of Indemnification Agreement between Registrant and Trustee Alistair Jessiman, dated January 29, 2010;	(19)

61	Conformed copy of Exhibit A to the Shareholder Services Plan of The Huntington Funds, amended and restated as of December 28, 2009;	(19)

62	Copy of Exhibit A to the Shareholder Services Agreement of the Registrant, amended and restated as of December 28, 2009;	(19)

63	Conformed copy of Exhibit A to the Mutual Fund Services Agreement for Fund Sub-Administration Services, dated December 28, 2009;	(19)

64	Conformed copy of Exhibit A to the Mutual Fund Services Agreement for Transfer Agency Services between Unified Fund Services, Inc. and The Huntington Funds, amended and restated as of December 28, 2009;	(19)



65	Conformed copy of Exhibit A to the Administrative Services Agreement, amended and restated as of December 28, 2009;	(19)

66	Amendment to Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc., relating to the Huntington World Income Fund;	(22)

67	Amendment to Administrative Services Agreement, Exhibit A, dated June 23, 2006, between the registrant and Huntington National Bank, relating to the Huntington World Income Fund;	(22)

68	Amendment to the Shareholder Services Agreement, regarding the Huntington World Income Fund;	(22)

69	Amendment to Mutual Fund Services Agreement, Transfer Agency Services, dated June 23, 2006, between the Registrant and Unified Funds Services, Inc., relating to the Huntington Disciplined Equity Fund;	(23)

70	Amendment to Administrative Services Agreement, Exhibit A, dated June 23, 2006, between the registrant and Huntington National Bank, relating to the Huntington Disciplined Equity Fund;	(23)

71	Amendment to the Shareholder Services Agreement, regarding the Huntington Disciplined Equity Fund;	(23)

72	Conformed copy of Exhibit A, Amended and Restated as of July 5, 2010, to the Financial Administration and Accounting Services Agreement between the Registrant and The Huntington National Bank dated December 1, 2001;	(23)

73	Expense Limitation Agreement dated August 31, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund;	(24)

74	Expense Limitation Agreement dated September 28, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Dividend Capture Fund;	(25)

75	Expense Limitation Agreement dated November 30, 2012, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund;	(26)

76	Expense Limitation Agreement dated February 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington US Treasury Money Market Fund;	(27)

77	Expense Limitation Agreement dated February 15, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Real Strategies Fund;	(27)

78	Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Balanced Allocation Fund;	(27)

79	Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Conservative Allocation Fund;	(27)



80	Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Allocation Fund;	(27)

81	Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Global Select Markets Fund;	(27)

82	Expense Limitation Agreement dated May 1, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington VA Balanced Fund;	(27)

83	Amended and Restated Administrative Services Agreement dated June 23, 2006, as amended August 31, 2012, between the Registrant and The Huntington National Bank;	(29)

84	Amendment to Mutual Fund Services Agreement for Transfer Agency Services dated August 31, 2012, between the Registrant and Huntington Asset Services, Inc.;	(29)

85	Administrative Services Agreement dated December 1, 2012, between the Registrant and Huntington Asset Services, Inc;	(29)

86	Expense Limitation Agreement dated April 24, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Growth Fund;	(29)

87	Expense Limitation Agreement dated November 22, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Dividend Capture Fund;	(32)

88	Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Disciplined Equity Fund;	(32)

89	Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Dividend Capture Fund;	(32)

90	Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund;	(32)

91	Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Real Strategies Fund;	(32)

92	Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Situs Fund;	(32)

93	Expense Limitation Agreement dated December 13, 2013, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund;	(32)

94	Expense Limitation Agreement dated February 28, 2014, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington Income Generation Fund;	(34)

95	Expense Limitation Agreement dated February 28, 2014, between the Registrant and Huntington Asset Advisors, Inc., relating to the Huntington World Income Fund;	(34)

96	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 on Form 497 dated September 4, 2013;



97	Amendment to Mutual Fund Services Agreement for Transfer Agency Services dated August 19, 2013, between the Registrant and Huntington Asset Services, Inc. – filed on Form 497 dated September 4, 2013;

98	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 on Form 497 dated September 4, 2013;

(14)

1	Consent of Ernst & Young, LLP, is filed herewith.	(+)

(15)	Not applicable

(16)

1	Powers of Attorney of the Board of Trustees of The Huntington Funds, is filed herewith.	(+)

(17)	Not applicable

(+)	Exhibit is being filed electronically with registration statement.

ALL RESPONSES, UNLESS OTHERWISE INDICATED, ARE INCORPORATED BY REFERENCE TO A POST-EFFECTIVE AMENDMENT (PEA) OF THE REGISTRANT FILED ON FORM N-1A (FILE NOS. 33-11905 and 811-5010.)


1		PEA No. 20 filed April 26, 1996.

2		PEA No. 38 filed February 21, 2002.

3		PEA No. 26 filed April 30, 1998.

4		PEA No. 43 filed February 2, 2004.

5		PEA No. 44 filed February 23, 2004.

6		PEA No. 45 filed April 29, 2004.

7		PEA No. 47 filed April 29, 2005.

8		PEA No. 48 filed April 28, 2006.

9		PEA No. 50 filed August 24, 2006.

10		PEA No. 51 filed February 8, 2007.

11		PEA No. 52 filed April 30, 2007.



12		PEA No. 56 filed April 14, 2008.

13		PEA No. 57 filed April 29, 2008.

14		PEA No. 63 filed October 21, 2008.

15		PEA No. 64 filed April 29, 2009.

16		PEA No. 65 filed May 15, 2009.

17		PEA No. 66 filed October 14, 2009.

18		PEA No. 67 filed February 24, 2010.

19		PEA No. 68 filed April 30, 2010.

20		PEA No. 69 filed February 14, 2011.

21		PEA No. 71 filed April 15, 2011.

22		PEA No. 72 filed May 2, 2011.

23		PEA No. 76 filed July 28, 2011.

24		PEA No. 84 filed June 1, 2012.

25		PEA No. 85 filed July 6, 2012.

26		PEA No. 86 filed August 15, 2012.

27		PEA No. 88 filed February 28, 2013.

28		PEA No. 90 filed April 16, 2013.

29		PEA No. 91 filed April 30, 2013.

30		PEA No. 94 filed October 15, 2013.

31		PEA No. 95 filed October 15, 2013.

32		PEA No. 96 filed December 12, 2013.

33		PEA No. 97 filed December 12, 2013.

34		PEA No. 100 filed February 27, 2014.

Item 17

Undertakings:

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Post-Effective Amendment No. to the Registrant’s registration statement on Form N-14 under Rule 485(b) under the Securities Act of 1933, as amended, and has duly caused this Post-Effective Amendment No. to the Registrant’s registration statement on Form N-14 to be signed on its behalf by the undersigned, duly authorized, in the City of Indianapolis.

THE HUNTINGTON FUNDS


BY:		/s/ Jay S. Fitton
		Jay S. Fitton, Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-14 has been signed below by the following persons in the capacities and on the date(s) indicated:


*By:	/s/ Jay S. Fitton	March 18, 2014
	Jay S. Fitton, Attorney in Fact for the Persons Listed Below	Date

	/s/ Joseph L. Rezabek	March 18, 2014
	Joseph L. Rezabek, President	Date

	/s/ R. Jeffrey Young	March 18, 2014
	R. Jeffrey Young, Principal Executive Officer	Date

	/s/ Martin R. Dean	March 18, 2014
	Anti-Money Laundering Officer and Chief Compliance Officer	Date

	/s/ Bryan W. Ashmus	March 18, 2014
	Bryan W. Ashmus, Treasurer and Principal Financial Officer	Date



		*				March 18, 2014
		David S. Schoedinger, Trustee				Date

		*				March 18, 2014
		Thomas J. Westerfield, Trustee				Date

		*				March 18, 2014
		Mark D. Shary, Trustee				Date

		*				March 18, 2014
		William H. Zimmer, Trustee				Date

		*				March 18, 2014
		Eddie R. Munson, Trustee

*	By Power of Attorney

Exhibit Index


Exhibit		Item

(4) 1		Form of Agreement and Plan of Reorganization

(14) 1		Consent of Ernst & Young, LLP

(16) 1		Powers of Attorney of the Board of Trustees of The Huntington Funds