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
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Pre-Effective Amendment No.
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Post-Effective Amendment No.
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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.
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TABLE OF CONTENTS
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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.
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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:
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Portfolio
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Investment Objective
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Huntington VA Income Equity
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Seek to achieve current income and moderate appreciation of capital primarily through investment in income-producing equity securities.
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Huntington VA Dividend Capture
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Seek total return on investment, with dividend income an important component of that return.
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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):
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Information about Huntington VA Income Equity:
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How to Obtain this Information:
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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
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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.
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Information about Huntington VA Dividend Capture:
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How to Obtain this Information:
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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
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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.
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Information about the Reorganization:
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How to Obtain this Information:
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Statement of Additional Information dated April 17, 2014, which relates to this Prospectus/Information Statement and the Reorganization
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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.
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You can also obtain copies of any of these documents without charge on the EDGAR database on
the SECs 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:
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is not a deposit of, or guaranteed by, any bank
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is not insured by the FDIC, the Federal Reserve Board or any other government agency
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is not endorsed by any bank or government agency
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involves investment risk, including possible loss of the purchase payment of your original investment
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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.
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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.
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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:
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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.
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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 Funds total annual operating expenses prior to the Reorganization. The Huntington VA Dividend Capture Funds
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.
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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 companys 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.
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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 Funds 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:
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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;
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the assumption by Huntington VA Dividend Capture of all of the liabilities of Huntington VA Income Equity;
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the liquidation of Huntington VA Income Equity by distribution of shares of Huntington VA Dividend Capture; and
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the structuring of the Reorganization as a tax-free reorganization for federal income tax purposes.
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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.
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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.
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Huntington VA Income Equity
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Huntington VA Dividend Capture
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Investment
Objective
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Seek to achieve current income and moderate appreciation of capital primarily through investment in income-producing equity securities.
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Seek total return on investment, with dividend income an important component of that return.
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Principal
Investment
Strateg
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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 Funds 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 & Poors or Baa by Moodys).
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.
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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 securitys 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.
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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 Funds investments may be adversely affected if a securitys 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 Funds portfolio will fluctuate based on changes in a companys financial condition and on market and economic conditions.
Interest Rate Risk.
The value of the Funds investments in fixed income securities may decline when prevailing interest
rates rise or increase when interest rates go down. The longer a securitys maturity or duration, the greater its value will change in response to changes in interest rates. The interest earned on the Funds investments in fixed income
securities may decline when prevailing interest rates decline.
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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 Funds portfolio will fluctuate and, as a result, the
Funds 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 Funds 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.
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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
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees
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0.60
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%
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Other Expenses*
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0.40
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%
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Acquired Fund Fees and Expenses
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0.00
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%
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Total Annual Fund Operating Expenses
(1)
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1.00
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%
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(1)
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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 Funds 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 Funds daily net assets through April 30, 2015. This arrangement may only be terminated prior to
this date with the agreement of the Funds 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 Funds total annual fund operating expenses to exceed the stated expense caps.
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Huntington VA Dividend Capture
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment)
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Management Fees
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0.60
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%
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Other Expenses*
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0.38
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%
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Acquired Fund Fees and Expenses
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0.01
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%
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Total Annual Fund Operating Expenses
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0.99
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%
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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)
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Management Fees
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0.60
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%
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Other Expenses*
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0.39
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%
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Acquired Fund Fees and Expenses
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0.00
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%
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Total Annual Fund Operating Expenses
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0.99
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%
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(1)
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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 Funds 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 Funds daily net assets through April 30, 2015. This arrangement may only be terminated prior to
this date with the agreement of the Funds 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 Funds total annual fund operating expenses to exceed the stated expense caps.
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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.
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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 Funds 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
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|
|
|
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|
|
|
|
|
|
|
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
|
|
15
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
Funds 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 Funds investment risks in light of its historical returns. The bar chart shows the
variability of the Funds 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 Funds
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)
|
|
|
|
|
|
|
|
|
Best Quarter
|
|
|
Q3 2009
|
|
|
|
18.58
|
%
|
Worst Quarter
|
|
|
Q4 2008
|
|
|
|
19.96
|
%
|
16
Return before taxes is shown. This table compares the Funds average annual total returns for the
period ended 12/31/13, to those of the Standard & Poors 500 Value Index (S&P 500 VI) and the Standard and Poors 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 & Poors 500 Value Index
|
|
|
32.00%
|
|
|
|
16.61%
|
|
|
|
7.05%
|
|
Standard & Poors 500 Index
|
|
|
32.39%
|
|
|
|
17.94%
|
|
|
|
7.41%
|
|
Huntington VA Dividend Capture
The performance information shown below will help you analyze the Funds investment risks in light of its historical returns. The bar chart shows the variability of the Funds 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 Funds 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)
|
|
|
|
|
|
|
|
|
Best Quarter
|
|
|
Q2 2009
|
|
|
|
23.47
|
%
|
Worst Quarter
|
|
|
Q1 2009
|
|
|
|
17.07
|
%
|
17
Return before taxes is shown. This table compares the Funds average annual total returns for the
period ended 12/31/13 to those of Standard & Poors 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 Funds 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 & Poors 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
managements discussion of Huntington VA Dividend Captures 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 Funds 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.
18
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 Bachelors 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 Firstars 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 managers 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.
19
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;
|
20
|
|
|
the investment objective and policies of each Fund;
|
|
|
|
the composition of each Funds 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.
21
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 Funds record holders all of the Funds 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 Funds 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.
22
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 Equitys 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.
23
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.
24
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 Captures distribution of its corresponding Fund shares to such shareholders in exchange for such shareholders
Huntington VA Income Equity Fund shares. In addition, a shareholders 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 Reorganizations 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.
25
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.
26
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 companys 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 Captures 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.
27
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 Trusts 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 shareholders 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 Trusts business, and the nature of its assets, the risk of personal liability to a shareholder
of the Trust is remote.
28
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
Trusts 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 Trusts 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.
29
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.
30
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.
31
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 SECs Chicago Regional Office located at 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604 and the SECs 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
32
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
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 & Poors Depositary Receipts
PART C. OTHER INFORMATION
Indemnification is provided to Officers and
Trustees of the Registrant pursuant to Article VII, Section 4 of Registrants Agreement and Declaration of Trust and Section 2 of the Trustees Indemnification Agreements. The Investment Advisory Contracts provide that, in the
absence of willful misfeasance, bad faith or gross negligence, on the part of the Adviser in the performance of its duties or from reckless disregard by it of its obligations and duties under the Investment Advisory Contracts. Adviser shall not be
liable for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of the Investment Advisory Contracts. Indemnification of Registrants distributor, custodian and transfer agent against
certain losses is provided for, respectively, in Section 10 of the Distributors Contract, incorporated herein by reference as Exhibit (e)(i), Section 8 of the Custodian Contract, incorporated herein by reference as Exhibit (g)(i) and
Section 8 of the Transfer Agency Agreement incorporated herein by reference as Exhibit (h)(i). Registrants Trustees and Officers are covered by an Investment Trust Errors and Omissions Policy.
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.
|
|
|
|
|
(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 Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;
|
|
(9)
|
|
|
|
2
|
|
Conformed copy of Amendment to the Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services Inc.;
|
|
(9)
|
|
|
|
3
|
|
Conformed copy of Exhibit A to the Distributors 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 Distributors Contract between Registrant and Edgewood Services, Inc.;
|
|
(11)
|
|
|
|
5
|
|
Conformed copy of Exhibit B to the Distributors 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 Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services
Inc.;
|
|
(11)
|
|
|
|
7
|
|
Conformed copy of Exhibit C to the Distributors 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 Distributors Contract dated June 23, 2006, between the Registrant and Edgewood Services
Inc.;
|
|
(11)
|
|
|
|
9
|
|
Conformed copy of Exhibit D to the Distributors 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 Distributors 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 Registrants 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 Registrants Shareholder Services Plan dated February 13, 2007;
|
|
(11)
|
|
|
|
30
|
|
Conformed copy of Exhibit A dated September 10, 2008 to Registrants 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;
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(14)
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1
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Consent of Ernst & Young, LLP, is filed herewith.
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(+)
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(15)
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Not applicable
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(16)
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1
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Powers of Attorney of the Board of Trustees of The Huntington Funds, is filed herewith.
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(+)
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(17)
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Not applicable
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(+)
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Exhibit is being filed electronically with registration statement.
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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.)
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1
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PEA No. 20 filed April 26, 1996.
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2
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PEA No. 38 filed February 21, 2002.
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3
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PEA No. 26 filed April 30, 1998.
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4
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PEA No. 43 filed February 2, 2004.
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5
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PEA No. 44 filed February 23, 2004.
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6
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PEA No. 45 filed April 29, 2004.
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7
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PEA No. 47 filed April 29, 2005.
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8
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PEA No. 48 filed April 28, 2006.
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9
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PEA No. 50 filed August 24, 2006.
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10
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PEA No. 51 filed February 8, 2007.
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11
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PEA No. 52 filed April 30, 2007.
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12
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PEA No. 56 filed April 14, 2008.
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13
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PEA No. 57 filed April 29, 2008.
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14
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PEA No. 63 filed October 21, 2008.
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15
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PEA No. 64 filed April 29, 2009.
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16
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PEA No. 65 filed May 15, 2009.
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17
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PEA No. 66 filed October 14, 2009.
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18
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PEA No. 67 filed February 24, 2010.
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19
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PEA No. 68 filed April 30, 2010.
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20
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PEA No. 69 filed February 14, 2011.
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21
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PEA No. 71 filed April 15, 2011.
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22
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PEA No. 72 filed May 2, 2011.
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23
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PEA No. 76 filed July 28, 2011.
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24
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PEA No. 84 filed June 1, 2012.
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25
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PEA No. 85 filed July 6, 2012.
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26
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PEA No. 86 filed August 15, 2012.
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27
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PEA No. 88 filed February 28, 2013.
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28
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PEA No. 90 filed April 16, 2013.
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29
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PEA No. 91 filed April 30, 2013.
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30
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PEA No. 94 filed October 15, 2013.
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31
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PEA No. 95 filed October 15, 2013.
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32
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PEA No. 96 filed December 12, 2013.
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33
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PEA No. 97 filed December 12, 2013.
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34
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PEA No. 100 filed February 27, 2014.
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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 Registrants 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 Registrants 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
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BY:
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/s/ Jay S. Fitton
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Jay S. Fitton, Secretary
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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:
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*By:
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/s/ Jay S. Fitton
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March 18, 2014
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Jay S. Fitton, Attorney in Fact for the Persons Listed Below
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Date
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/s/ Joseph L. Rezabek
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March 18, 2014
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Joseph L. Rezabek, President
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Date
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/s/ R. Jeffrey Young
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March 18, 2014
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R. Jeffrey Young, Principal Executive Officer
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Date
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/s/ Martin R. Dean
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March 18, 2014
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Anti-Money Laundering Officer and
Chief Compliance Officer
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Date
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/s/ Bryan W. Ashmus
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March 18, 2014
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Bryan W. Ashmus, Treasurer and Principal Financial Officer
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Date
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*
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March 18, 2014
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David S. Schoedinger, Trustee
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Date
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*
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March 18, 2014
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Thomas J. Westerfield, Trustee
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Date
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*
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March 18, 2014
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Mark D. Shary, Trustee
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Date
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*
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March 18, 2014
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William H. Zimmer, Trustee
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Date
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*
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March 18, 2014
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Eddie R. Munson, Trustee
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Exhibit Index
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Exhibit
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Item
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(4) 1
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Form of Agreement and Plan of Reorganization
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(14) 1
|
|
Consent of Ernst & Young, LLP
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|
|
(16) 1
|
|
Powers of Attorney of the Board of Trustees of The Huntington Funds
|
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