HUNTINGTON VA FUNDS, N-1A, 1999-07-21

HUNTINGTON VA FUNDS
N-1A, 1999-07-21

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<PAGE>

As filed with the Securities and Exchange Commission on July 21,1999
Registration Nos. 33-___________, 811-______
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. ___ [ ]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No. ___ [ ]

THE HUNTINGTON VA FUNDS
(Exact Name of Registrant as Specified in Charter)

41 South High Street
Columbus, Ohio 43287
(Address of Principal Executive Office)
1-800-544-8347
(Registrant's Telephone Number)

Ronald J. Corn
The Huntington National Bank
41 South High Street
Columbus, Ohio 43287
(Name and Address of Agent for Service)

Copies to:

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<S> <C>
Melanie Mayo West, Esq. Alyssa Albertelli, Esq.
Dykema Gossett PLLC Ropes & Gray
1577 N. Woodward Avenue, Suite 300 1301 K Street, NW, Suite 800 East
Bloomfield Hills, Michigan 48304-2820 Washington, D.C. 2005-3333
Fax: (248) 203-0763 Fax: (202) 626-3961
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Approximate Date of Proposed Public Offering: Immediately, upon effectiveness.
- --------------------------------------------------------------------------------
It is proposed that this filing will become effective (check appropriate box):
[_] 60 days after filing pursuant to Rule 485(a)(1), or
[_] On , pursuant to Rule 485(a)(1), or
[_] 75 days after filing pursuant to Rule 485(a)(2), or
[_] On , 199__, pursuant to Rule 485(a)(2).
[_] Immediately upon filing pursuant to Rule 485(b), or
[_] On, , 199__, pursuant to Rule 485(b)
If appropriate, check this box:
[_] This post-effective amendment designates a new effective date for a
previously-filed post-effective amendment.

- --------------------------------------------------------------------------------
Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the Registrant
hereby elects to register an indefinite number of shares of beneficial interest.
No initial fee is being required.

Title of Securities Being Registered: Shares of Beneficial Interest.

The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>

CROSS-REFERENCE SHEET

This Registration Statement relates to the each of the following portfolios of
the Huntington VA Funds: Growth Fund and Income Equity Fund.

<TABLE>
<CAPTION>
Form N-1A Part A Item Location in Prospectus
- --------------------- ----------------------
<S> <C>
Item 1. Front and Back Cover Pages.................................... Front and Back Cover Pages

Item 2. Risk/Return Summary: Investments, Risks, and
Performance................................................... Fund Summary

Item 3. Risk/Return Summary: Fee Table............................... Not Applicable

Item 4. Investment Objectives, Principal Strategies, and
Related Risks................................................. Fund Summary

Item 5. Management's Discussion of Fund Performance................... Not Applicable

Item 6. Management, Organization, and Capital Structure............... Management of the Trust; Organization of the
Trust

Item 7. Shareholder Information....................................... About Purchasing Shares; About Redeeming
Shares; Dividends and Distributions; Tax
Consequences

Item 8. Distribution Arrangements..................................... Distribution of the Fund

Item 9. Financial Highlights Information.............................. Not Applicable
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Form N-1A Part B Item Location in Statement of Additional
- --------------------- ------------------------------------
Information
-----------
<S> <C>
Item 10. Cover Page and Table of Contents..................... Cover Page; Table of Contents

Item 11. Fund History......................................... General Information

Item 12. Description of the Fund and Its Investments
and Risks............................................ Investment Practices and Risks; Investment
Restrictions

Item 13. Management of the Fund............................... Management of the Trust - Trustees and
Officers; - Trustee Compensation

Item 14. Control Persons and Principal Holders of
Securities........................................... Management of the Trust - Principal Holders of
Securities
Item 15. Other Services....................................... Management of the Trust - Investment Adviser;
- Administrator; - Sub-Administrator; - Administrative
Services; - Distributor

Item 16. Brokerage Allocation and Other Practices............. Management of the Trust - Portfolio
Transactions; - Brokerage Allocation and Other
Practices

Item 17. Capital Stock and Other Securities................... Shareholder Rights

Item 18. Purchase, Redemption, and Pricing of Shares.......... Additional Information on Purchases and
Redemptions; Determination of Net Asset Value

Item 19. Taxation of the Fund................................. Taxes

Item 20. Underwriters......................................... Management of the Trust - Distributor

Item 21. Calculation of Performance Data...................... Performance Information

Item 22. Financial Statements................................. Not Applicable
</TABLE>

Form N-1A Part C
- ----------------
Information required to be included in Part C is set forth under the appropriate
Item, so numbered, in Part C to this Registration Statement.
<PAGE>

PROSPECTUS

OCTOBER ___, 1999

Huntington VA Growth Fund

[Artwork]

[logo] Huntington VA Funds

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities, nor has it passed upon the adequacy or
accuracy of the information contained in this Prospectus. It is a criminal
offense to state otherwise.

Also, like other investments, you could lose money on your investment in the
Huntington VA Growth Fund. Your investment in the Fund is not a bank deposit
and it is not insured or guaranteed by the FDIC or any other government agency.
<PAGE>

The Huntington VA Growth Fund is one of a series of mutual funds established
exclusively for the purpose of providing an investment vehicle for variable
annuity contracts and variable life insurance policies offered by the separate
accounts of the Hartford Life Insurance Company. The Huntington VA Funds are
advised by professional portfolio managers at The Huntington National Bank.

In connection with the offering made by this Prospectus, the Huntington VA Funds
have not authorized any person to give any information or to make any
representations other than those contained in this Prospectus. Consequently,
you may not rely upon any such information given or representations made as
having been authorized by a Fund or the Distributor. This Prospectus does not
constitute an offering by a Fund or by the Distributor in any jurisdiction in
which such offering may not lawfully be made.
<PAGE>

TABLE OF CONTENTS

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FUND SUMMARY................................................................ 1
Principal Investments....................................................... 2
More Fund Information....................................................... 2
ORGANIZATION OF THE TRUST................................................... 2
DISTRIBUTION OF THE FUND.................................................... 2
ABOUT PURCHASING SHARES..................................................... 2
</TABLE>
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<S> <C>
ABOUT REDEEMING SHARES...................................................... 3
</TABLE>

<TABLE>
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MANAGEMENT OF THE TRUST..................................................... 4
Investment Adviser........................................................ 4
Portfolio Managers........................................................ 4
Prior Performance of the Huntington Growth Fund........................... 4
DIVIDENDS AND DISTRIBUTIONS................................................. 5
TAX CONSEQUENCES............................................................ 5
</TABLE>
<PAGE>

FUND SUMMARY

You may only purchase shares of the Huntington VA Growth Fund through
variable annuity contracts and variable life insurance policies offered by
Hartford Life.

For convenience, we may refer to the Huntington VA Funds as "the Trust" and
to The Huntington National Bank as "Huntington" or "the Adviser." We may also
refer to Hartford Life Insurance Company as "Hartford Life."

VA GROWTH FUND

INVESTMENT OBJECTIVE--The VA Growth Fund seeks to achieve long-term capital
appreciation primarily through investing in equity securities.

PRINCIPAL INVESTMENT STRATEGIES--The Adviser intends to invest in common
stock and other equity securities of medium or large companies which it
believes offer opportunities for growth. The Adviser frequently invests in
established companies which it believes have temporarily depressed prices.

In selecting investments, the Adviser reviews historical earnings, revenue
and cash flow to identify the best companies in each industry and to evaluate
the growth potential of these companies. On an ongoing basis, the Adviser also
monitors the Fund's existing positions to determine the benefits of retention.

Fundamental Policy: at least 65% of total assets invested in equity
securities.

PRINCIPAL RISKS--As a Fund which invests in equity securities, the VA
Growth Fund is subject to:

. equity risk--stock values can rise and fall quickly and dramatically in
response to changes in earnings or other conditions affecting the
issuer's profitability. As a result, total returns can fluctuate within a
wide range, so an investor could lose money over the short or long term.

The VA Growth Fund is also subject to a number of important risks common to
investment in most mutual funds, including:

. market risk--market values of securities move up and down, sometimes
rapidly and unpredictably;

. investment strategy risk--as market conditions change, the success of a
Fund's particular investment strategy will vary;

. management risk--the Adviser may not be able to achieve a Fund's desired
investment objective; and

. liquidity risk--at any particular time, the Adviser may have difficulty
selling a certain security at its expected price.

In addition, as we enter the new millennium, the VA Growth Fund is subject
to year 2000 risk. Year 2000 risk is the risk that a Fund could be adversely
affected if the computer systems used by Huntington or other service providers
do not properly process and calculate date-related information and data
beginning on January 1, 2000. When the year 2000 begins, computers may
interpret "00" as the year 1900 and either stop processing date-related
computations or process them incorrectly. These failures could have a negative
impact on the handling of securities trades, pricing and account services.
Year 2000 risk also affects the companies in which the Fund invests,
communications and public utility companies, governmental entities, financial
processors and other companies upon which all investment companies rely.

As with all mutual funds, loss of money is a risk of investing.

For more information about the investments and risks of the VA Growth Fund,
call (800) 253-0412 for a free copy of the Trust's Statement of Additional
Information.
1
<PAGE>

PRINCIPAL INVESTMENTS

The table below summarizes the principal investments for the VA Growth Fund.
The VA Growth Fund may also invest up to 100% of its assets in cash, money
market instruments, repurchase agreements and other short-term securities for
temporary defensive or liquidity purposes. In these situations, the Fund may
not achieve its investment objective.

COMMERCIAL PAPER -- secured and unsecured short-term promissory notes issued
by corporations and other entities. Maturities are generally six months or
less.

- --------------------------------------------------------------------------------
COMMON STOCK -- shares of ownership in a company.

- --------------------------------------------------------------------------------
PREFERRED STOCK -- shares of ownership in a company with a preferential right
to receive dividends.

A detailed description of each of the principal investments, as well as
other permissible investments and strategies, is contained in the Statement of
Additional Information.

MORE FUND INFORMATION

In the Fund Summary above, we discuss the investment objective for the VA
Growth Fund. The Fund's investment objective is fundamental and may be changed
only by a vote of a majority of the VA Growth Fund's outstanding shares.

We also summarize the principal investment strategies used under normal
market conditions. The Adviser may employ other strategies and investment
techniques on a less frequent basis. Unless otherwise noted, the investment
policies of the VA Growth Fund are not fundamental and the Trust's Board of
Trustees may change them without shareholder approval. Please note that when a
limitation on an investment or strategy is expressed in terms of a percentage
of assets, we apply the restriction at the time of the investment.

Also as part of the Fund Summary, we discuss the principal investment risks
(the risks associated with the Fund's investment objective and principal
investment strategies). There are other risks applicable to investing in the VA
Growth Fund.

Finally, we have provided a table illustrating the principal investments of
the VA Growth Fund.

By calling (800) 253-0412, you can obtain a copy of the Trust's Statement of
Additional Information which includes more detailed information about all of
the types of investments and risks associated with the Fund.

ORGANIZATION OF THE TRUST

The Trust is organized as a Massachusetts business trust established
exclusively for the purpose of providing investment vehicles for variable
annuity contracts and variable life insurance policies offered by the separate
accounts of Hartford Life. Currently, the Trust is comprised of two Funds:
Huntington VA Growth Fund and Huntington VA Income Equity Fund.

DISTRIBUTION OF THE FUND

SEI Investments Distribution Co., whose address is One Freedom Valley Road,
Oaks, Pennsylvania 19456, serves as the Distributor of the Huntington VA Funds.

ABOUT PURCHASING SHARES

You may purchase shares of the VA Growth Fund only through variable annuity
contracts or variable life insurance policies offered by Hartford Life. These
shares are not offered directly to the public.

You should refer to the prospectus provided by Hartford Life for information
on how to purchase a variable annuity contract or

2
<PAGE>

variable life insurance policy and how to select the VA Growth Fund as an
investment option for your contract or policy.

What Shares Cost

The offering price of a share is its net asset value (determined after the
order is considered received). The Trust has authorized Hartford Life to accept
purchase orders on its behalf.

The Trust calculates the net asset value per share for the VA Growth Fund as
of the close of business of the New York Stock Exchange (generally 4:00 p.m.
Eastern Time).

The Fund does not impose any sales charges on the purchase of its shares.
Withdrawal charges, mortality and expense risk fees and other charges may be
assessed by Hartford Life under the variable annuity contracts or variable life
insurance policies. These fees are described in the prospectuses for Hartford
Life's variable annuity contracts and variable life insurance policies.

The Trust calculates net asset value for the VA Growth Fund by valuing
securities held based on market value. These valuation methods are more fully
described in the Trust's Statement of Additional Information.

Notes About Purchases

Hartford Life, through its separate account, is responsible for placing
orders to purchase shares of the VA Growth Fund. In order to purchase shares of
the Fund on a particular day, the Trust must receive payment before 4:00 p.m.
(Eastern Time) that day.

The Trust reserves the right to suspend the sale of shares of any of its
Funds temporarily and the right to refuse any order to purchase shares of any
of its Funds.

If the Trust receives insufficient payment for a purchase, it will cancel
the purchase and may charge the separate account a fee. In addition, the
separate account will be liable for any losses incurred by the Trust in
connection with the transaction.

ABOUT REDEEMING SHARES

You may redeem shares of the VA Growth Fund only through Hartford Life.

We redeem shares of the VA Growth Fund on any business day when both the
Federal Reserve Banks and the New York Stock Exchange are open. The price at
which the Trust will redeem a share will be its net asset value (determined
after the order is considered received). The Trust has authorized Hartford Life
to accept redemption requests on its behalf.

The Trust calculates the net asset value per share for the VA Growth Fund as
of the close of business of the New York Stock Exchange (generally 4:00 p.m.
Eastern Time).

Notes About Redemptions

In order to redeem shares of the VA Growth Fund on a particular day, the
Trust must receive the request before 3:00 p.m. (Eastern Time) that day.

For redemptions requests received prior to the cut-off time, usually the
proceeds will be wired on the same day; for redemption requests received after
the cut-off time, usually proceeds will be wired the following business day
after net asset value is next determined. Proceeds are wired to an account
designated by Hartford Life.

3
<PAGE>

suspension of trading by the Securities and Exchange Commission. The Trust also
reserves the right to postpone payment for more than seven days where payment
for shares to be redeemed has not yet cleared.

The Trust may terminate or modify the methods of redemption at any time.

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for generally overseeing the
conduct of the VA Growth Fund's business. Huntington, whose address is
Huntington Center, 41 South High Street, Columbus, Ohio 43287, serves as
investment adviser to the Fund pursuant to an investment advisory agreement
with the Trust. According to the terms of the investment advisory agreement,
the Fund will pay to Huntington an annual fee of 0.60% of its average daily net
assets.

Investment Adviser

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

Huntington is an indirect, wholly-owned subsidiary of Huntington Bancshares
Incorporated ("HBI"), a registered bank holding company with executive offices
located at Huntington Center, 41 South High Street, Columbus, Ohio 43287. With
$ billion in assets as of September 30, 1999, HBI is a major Midwest regional
bank holding company. Huntington, a recognized investment advisory and
fiduciary services subsidiary of HBI, provides investment advisory services for
corporate, charitable, governmental, institutional, personal trust and other
assets. Huntington is responsible for $ billion of assets, and has investment
discretion over approximately $ billion of that amount.

Huntington has served as a mutual fund investment adviser since 1987 and has
over 75 years of experience providing investment advisory services to fiduciary
accounts.

Portfolio Managers

Philip H. Farrington, a Vice President of Huntington, has been a co-
portfolio manager of the Growth Fund since April of 1994. Mr. Farrington has
more than 30 years of investment management experience. He has held the
positions of Chief Investment Officer, Portfolio Manager, and Director of
Research for major banks and asset management companies. He is a member of the
equity management team at Huntington. Mr. Farrington is a graduate of Harvard
University.

James Gibboney, Jr., a Vice President of Huntington, has been a co-portfolio
manager of the Growth Fund since November of 1993. Mr. Gibboney, a Chartered
Financial Analyst, serves as one of Huntington's balanced portfolio managers.
Prior to joining Huntington in 1989, he gained more than 12 years of investment
management experience as portfolio manager for a major investment firm, a trust
company, and a state government agency. He received his undergraduate degree in
Finance from the Ohio State University and an MBA from Xavier University.

Prior Performance of the Huntington Growth Fund

The table below presents performance information for Trust Shares of the
Huntington Growth Fund, a portfolio of The Huntington Funds, mutual funds
advised by Huntington. Each of the investment objectives, strategies and risks
of the Huntington VA Growth Fund is substantially similar in all material
respects to those of the Huntington Growth Fund.

4
<PAGE>

Messrs. Gibboney and Farrington, the portfolio managers of the Huntington VA
Growth Fund, jointly maintain primary responsibility for the day-to-day
portfolio management of the Huntington Growth Fund.

The Huntington Growth Fund's Trust Shares are most similar to the shares
offered by the Huntington VA Growth Fund. Nevertheless, expenses for the
Huntington VA Growth Fund will differ from those of the Huntington Growth Fund.

The table shows how average annual returns of the Huntington Growth Fund
compare with those of a broad measure of market performance. Total returns
shown assume reinvestment of dividends and distributions. The Huntington Growth
Fund is a separate fund and its historical performance is not an indication of
the potential performance of the Huntington VA Growth Fund.

<TABLE>
<CAPTION>
Average Annual
Total Returns
(on a calendar
year basis)
----------------
Huntington
Growth S&P
Fund 500
---------- -----
<S> <C> <C>
1 Year........................................................ 18.55% 28.60%
5 Years....................................................... 20.16% 24.05%
Since Inception (7/3/89)...................................... 14.79% 17.48%
</TABLE>

DIVIDENDS AND DISTRIBUTIONS

The VA Growth Fund declares and pays dividends on investment income monthly.
The Fund also makes distributions of net capital gains, if any, at least
annually.

All dividends and distributions payable to a shareholder will be
automatically reinvested in additional shares of the VA Growth Fund.

TAX CONSEQUENCES

There are many important tax consequences associated with investment in the
VA Growth Fund. Please read the insurance contract prospectus provided by
Hartford Life and consult your tax advisor regarding the specific federal,
state and local tax consequences applicable to your investment.

The VA Growth Fund intends to comply with the variable contract asset
diversification regulations of the Internal Revenue Service. If the Fund fails
to comply with these regulations, contracts invested in the Fund will not be
treated as an annuity, endowment or life insurance contract under the Internal
Revenue Code and will not be entitled to favorable tax treatment.

5
<PAGE>

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For copies of Annual or Semi-
Annual Reports, the Statement of
Additional Information, other
information or for any other
inquiries:
More information about the Funds is available free
Call (800) 253-0412 upon request, including the following:

Write Annual and Semi-Annual Reports
Huntington VA Funds
41 South High Street The Semi-Annual Report includes unaudited
Columbus, OH 43287 information about the performance of the
Huntington VA Funds, portfolio holdings and other
Log on to the Internet financial information. The Annual Report includes
similar audited information as well as a letter from
The Huntington National Bank the portfolio managers discussing recent market
maintains a website, conditions, economic trends and investment strategies
http://www.huntington.com, with that significantly affected performance
information relating to the during the last fiscal year.
Huntington VA Funds. The SEC's
website, http://www.sec.gov, Statement of Additional Information
contains text-only versions of the
Huntington VA Funds documents. Provides more detailed information about the Fund
and its policies. A current Statement of Additional
Contact the SEC Information is on file with the Securities and
Exchange Commission and is incorporated by
Call (800) SEC-0330 about visiting reference into (considered a legal part of) this
the SEC's Public Reference Room Prospectus.
in Washington D.C. to review and
copy information about the Funds. THE HUNTINGTON NATIONAL BANK, a
subsidiary of Huntington Bancshares, Incorporated,
Alternatively, you may send your is the Investment Adviser, Administrator, Custodian and
request and a duplicating fee to the Recordkeeper of the Huntington VA Funds.
SEC's Public Reference Section,
Washington, D.C. 20549-6009. SEI INVESTMENTS DISTRIBUTION CO. is the
Distributor and is not affiliated with The Huntington
National Bank.
</TABLE>

[Huntington logo]

. Not FDIC Insured . No Bank Guarantee . May Lose Value

SEC File No. 811-_____
BH\207344.1
ID\ MMW
<PAGE>

PROSPECTUS

OCTOBER ___, 1999

Huntington VA Income Equity Fund

[Artwork]

[logo] Huntington VA Funds

Also, like other investments, you could lose money on your investment in the
Huntington VA Income Equity Fund. Your investment in the Fund is not a bank
deposit and it is not insured or guaranteed by the FDIC or any other government
agency.
<PAGE>

The Huntington VA Income Equity Fund is one of a series of mutual funds
established exclusively for the purpose of providing an investment vehicle for
variable annuity contracts and variable life insurance policies offered by the
separate accounts of the Hartford Life Insurance Company. The Huntington VA
Funds are advised by professional portfolio managers at The Huntington National
Bank.

TABLE OF CONTENTS

<TABLE>
<S> <C>
FUND SUMMARY................................................................ 1
Principal Investments....................................................... 2
More Fund Information....................................................... 2
ORGANIZATION OF THE TRUST................................................... 3
DISTRIBUTION OF THE FUND.................................................... 3
ABOUT PURCHASING SHARES..................................................... 3
</TABLE>

<TABLE>
<S> <C>
ABOUT REDEEMING SHARES...................................................... 3
MANAGEMENT OF THE TRUST..................................................... 4
Investment Adviser........................................................ 4
Portfolio Manager......................................................... 4
Prior Performance of the Huntington Income Equity Fund.................... 5
DIVIDENDS AND DISTRIBUTIONS................................................. 5
TAX CONSEQUENCES............................................................ 5
</TABLE>
<PAGE>

FUND SUMMARY

You may only purchase shares of the Huntington VA Income Equity Fund through
variable annuity contracts and variable life insurance policies offered by
Hartford Life.

VA INCOME EQUITY FUND

INVESTMENT OBJECTIVE--The VA Income Equity Fund seeks to achieve high
current income and moderate appreciation of capital primarily through
investment in income-producing equity securities.

PRINCIPAL INVESTMENT STRATEGIES--The Adviser focuses primarily on equity
securities which have a history of increasing or paying high dividends. As an
additional income source, the Adviser also invests in investment grade
corporate debt obligations. At least 65% of the Fund's total assets will be
invested in income-producing equity securities. The Adviser selects securities
which it believes will maintain or increase the Fund's current income while
maintaining a price/earnings ratio below the market.

In evaluating the current yield of a security, the Adviser considers
dividend growth to be most important, followed by capital appreciation. The
Adviser actively monitors market activity which impacts dividend decisions. In
general, the Fund will sell a security when dividends are no longer expected to
increase.

Fundamental Policy: at least 65% of total assets invested in common stock,
securities convertible into common stock and securities deemed by the Adviser
to have common stock characteristics.

PRINCIPAL RISKS--As a Fund which invests in income-producing equity
securities, the VA Income Equity Fund is subject to:

. dividend risk--an issuer's dividend policy may change in response to
strategic changes or other management decisions affecting the need for
available funds.

As a Fund which invests in corporate debt obligations, the VA Income Equity
Fund is subject to:

. interest rate risk--as interest rates change, the value of these
securities moves in the opposite direction; and

. credit (or default) risk--due to economic or governmental factors, an
issuer may no longer be able to make principal and interest payments.

The VA Income Equity Fund is also subject to a number of important risks
common to investment in most mutual funds, including:

. market risk--market values of securities move up and down, sometimes
rapidly and unpredictably;

. investment strategy risk--as market conditions change, the success of a
Fund's particular investment strategy will vary;

. management risk--the Adviser may not be able to achieve a Fund's desired
investment objective; and

. liquidity risk--at any particular time, the Adviser may have difficulty
selling a certain security at its expected price.

1
<PAGE>

In addition, as we enter the new millennium, the VA Income Equity Fund is
subject to year 2000 risk. Year 2000 risk is the risk that a Fund could be
adversely affected if the computer systems used by Huntington or other service
providers do not properly process and calculate date-related information and
data beginning on January 1, 2000. When the year 2000 begins, computers may
interpret "00" as the year 1900 and either stop processing date-related
computations or process them incorrectly. These failures could have a negative
impact on the handling of securities trades, pricing and account services. Year
2000 risk also affects the companies in which the Fund invests, communications
and public utility companies, governmental entities, financial processors and
other companies upon which all investment companies rely.

As with all mutual funds, loss of money is a risk of investing.

For more information about the investments and risks of the VA Income Equity
Fund, call (800) 253-0412 for a free copy of the Trust's Statement of
Additional Information.

PRINCIPAL INVESTMENTS

The table below summarizes the principal investments for the VA Income
Equity Fund. The VA Income Equity Fund may also invest up to 100% of its assets
in cash, money market instruments, repurchase agreements and other short-term
securities for temporary defensive or liquidity purposes. In these situations,
the Fund may not achieve its investment objective.

COMMERCIAL PAPER -- secured and unsecured short-term promissory notes issued
by corporations and other entities. Maturities are generally six months or
less.

- --------------------------------------------------------------------------------
COMMON STOCK -- shares of ownership in a company.

- --------------------------------------------------------------------------------
PREFERRED STOCK -- shares of ownership in a company with a preferential right
to receive dividends.

- --------------------------------------------------------------------------------
CORPORATE DEBT -- fixed income securities, such as bonds, issued by
corporations.

A detailed description of each of the principal investments, as well as
other permissible investments and strategies, is contained in the Statement of
Additional Information.

MORE FUND INFORMATION

In the Fund Summary above, we discuss the investment objective for the VA
Income Equity Fund. The Fund's investment objective is fundamental and may be
changed only by a vote of a majority of the VA Income Equity Fund's outstanding
shares.

We also summarize the principal investment strategies used under normal
market conditions. The Adviser may employ other strategies and investment
techniques on a less frequent basis. Unless otherwise noted, the investment
policies of the VA Income Equity Fund are not fundamental and the Trust's Board
of Trustees may change them without shareholder approval. Please note that when
a limitation on an investment or strategy is expressed in terms of a percentage
of assets, we apply the restriction at the time of the investment.

Finally, we have provided a table illustrating the principal investments of
the VA Income Equity Fund.

2
<PAGE>

ORGANIZATION OF THE TRUST

DISTRIBUTION OF THE FUND

SEI Investments Distribution Co., whose address is One Freedom Valley Road,
Oaks, Pennsylvania 19456, serves as the Distributor of the Huntington VA Funds.

ABOUT PURCHASING SHARES

You may purchase shares of the VA Income Equity Fund only through variable
annuity contracts or variable life insurance policies offered by Hartford Life.
These shares are not offered directly to the public.

You should refer to the prospectus provided by Hartford Life for information
on how to purchase a variable annuity contract or variable life insurance
policy and how to select the VA Income Equity Fund as an investment option for
your contract or policy.

What Shares Cost

The offering price of a share is its net asset value (determined after the
order is considered received by the Trust). The Trust has authorized Hartford
Life to accept purchase orders on its behalf.

The Trust calculates the net asset value per share for the VA Income Equity
Fund as of the close of business of the New York Stock Exchange (generally 4:00
p.m. Eastern Time).

The Trust calculates net asset value for the VA Income Equity Fund by
valuing securities held based on market value. These valuation methods are more
fully described in the Trust's Statement of Additional Information.

Notes About Purchases

Hartford Life, through its separate account, is responsible for placing
orders to purchase shares of the VA Income Equity Fund. In order to purchase
shares of the Fund on a particular day, the Trust must receive payment before
4:00 p.m. (Eastern Time) that day.

The Trust reserves the right to suspend the sale of shares of any of its
Funds temporarily and the right to refuse any order to purchase shares of any
of its Funds.

ABOUT REDEEMING SHARES

You may redeem shares of the VA Income Equity Fund only through Hartford
Life.

We redeem shares of the VA Income Equity Fund on any business day when both

3
<PAGE>

the Federal Reserve Banks and the New York Stock Exchange are open. The price
at which the Trust will redeem a share will be its net asset value (determined
after the order is considered received). The Trust has authorized Hartford Life
to accept redemption requests on its behalf.

The Trust calculates the net asset value per share for the VA Income Equity
Fund as of the close of business of the New York Stock Exchange (generally 4:00
p.m. Eastern Time).

Notes About Redemptions

In order to redeem shares of the VA Income Equity Fund on a particular day,
the Trust must receive the request before 3:00 p.m. (Eastern Time) that day.

To the extent permitted by federal securities laws, the Trust reserves the
right to suspend the redemption of shares of any of its Funds temporarily under
extraordinary market conditions such as market closures or suspension of
trading by the Securities and Exchange Commission. The Trust also reserves the
right to postpone payment for more than seven days where payment for shares to
be redeemed has not yet cleared.

The Trust may terminate or modify the methods of redemption at any time.

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for generally overseeing the
conduct of the VA Income Equity Fund's business. Huntington, whose address is
Huntington Center, 41 South High Street, Columbus, Ohio 43287, serves as
investment adviser to the Fund pursuant to an investment advisory agreement
with the Trust. According to the terms of the investment advisory agreement,
the Fund will pay to Huntington an annual fee of 0.60% of its average daily net
assets.

Investment Adviser

Subject to the supervision of the Trustees, Huntington provides a continuous
investment program for the VA Income Equity Fund, including investment research
and management with respect to all securities, instruments, cash and cash
equivalents in the Fund.

Huntington has served as a mutual fund investment adviser since 1987 and has
over 75 years of experience providing investment advisory services to fiduciary
accounts.

Portfolio Manager

James M. Buskirk, Chief Investment Officer of Huntington, has been the
portfolio manager of the Huntington Income Equity Fund since 1990 and the VA
Income Equity Fund since its

4
<PAGE>

inception. As Chief Investment Officer of Huntington, Mr. Buskirk has ultimate
responsibility for all investment management activities. He brings more than 20
years of investment experience to Huntington. His background includes extensive
experience in managing both personal and employee benefit balanced portfolios
for a major investment advisory company and bank holding company. Mr. Buskirk
is a Chartered Financial Analyst. He received his undergraduate degree in
Finance from the Ohio State University and his MBA from the University of
Oregon.

Prior Performance of the Huntington Income Equity Fund

The table below presents performance information for Trust Shares of the
Huntington Income Equity Fund, a portfolio of The Huntington Funds, mutual
funds advised by Huntington. Each of the investment objectives, strategies and
risks of the Huntington VA Income Equity Fund is substantially similar in all
material respects to those of the Huntington Income Equity Fund. Mr. Buskirk,
the portfolio manager of the Huntington VA Income Equity Fund, has maintained
primary responsibility for the day-to-day portfolio management of the
Huntington Equity Income Fund since its inception.

The Huntington Income Equity Fund's Trust Shares are most similar to the
shares offered by the Huntington VA Income Equity Fund. Nevertheless, expenses
for the Huntington VA Income Equity Fund will differ from those of the
Huntington Income Equity Fund.

The table shows how average annual returns of the Huntington Income Equity
Fund compare with those of a broad measure of market performance. Total returns
shown assume reinvestment of dividends and distributions. The Huntington Income
Equity Fund is a separate fund and its historical performance is not an
indication of the potential performance of the Huntington VA Income Equity
Fund.

<TABLE>
<CAPTION>
Average Annual
Total Returns
(on a calendar
year basis)
----------------
Huntington
Income
Equity S&P
Fund 500
---------- -----
<S> <C> <C>
1 Year........................................................ 17.79% 28.60%
5 Years....................................................... 17.09% 24.05%
Since Inception (7/3/89)...................................... 12.43% 17.48%
</TABLE>

DIVIDENDS AND DISTRIBUTIONS

The VA Income Equity Fund declares and pays dividends on investment income
monthly. The Fund also makes distributions of net capital gains, if any, at
least annually.

All dividends and distributions payable to a shareholder will be
automatically reinvested in additional shares of the VA Income Equity Fund.

TAX CONSEQUENCES

There are many important tax consequences associated with investment in the
VA Income Equity Fund. Please read the insurance contract prospectus provided
by Hartford Life and consult your tax advisor regarding the specific federal,
state and local tax consequences applicable to your investment.

The VA Income Equity Fund intends to comply with the variable contract asset
diversification regulations of the Internal Revenue Service. If the Fund fails
to comply with these regulations, contracts invested in the Fund will not be
treated as an annuity, endowment or life insurance contract under the Internal
Revenue Code and will not be entitled to favorable tax treatment.

5
<PAGE>

<S> <C>
For copies of Annual or Semi-Annual Reports, More information about the Funds is available free
the Statement of Additional Information, other upon request, including the following:
information or for any other inquiries:
Annual and Semi-Annual Reports
Call (800) 253-0412
The Semi-Annual Report includes unaudited
Write information about the performance of the
Huntington VA Funds Huntington VA Funds, portfolio holdings and
41 South High Street other financial information. The Annual Report
Columbus, OH 43287 includes similar audited information as well as a
letter from the portfolio managers discussing
Log on to the Internet recent market conditions, economic trends and
investment strategies that significantly affected
The Huntington National Bank maintains a performance during the last fiscal year.
website, http://www.huntington.com, with
information relating to the Huntington VA Funds. Statement of Additional Information
The SEC's website, http://www.sec.gov,
contains text-only versions of the Huntington VA Provides more detailed information about the
Funds documents. Fund and its policies. A current Statement of
Additional Information is on file with the
Contact the SEC Securities and Exchange Commission and is
incorporated by reference into (considered a
Call (800) SEC-0330 about visiting the SEC's legal part of) this Prospectus.
Public Reference Room in Washington D.C. to
review and copy information about the Funds. THE HUNTINGTON NATIONAL BANK,
a subsidiary of Huntington Bancshares,
Alternatively, you may send your request and a Incorporated, is the Investment Adviser, Administrator,
duplicating fee to the SEC's Public Reference Custodian and Recordkeeper of the Huntington
Section, Washington, D.C. 20549-6009. VA Funds.

SEI INVESTMENTS DISTRIBUTION CO. is the
Distributor and is not affiliated with The
Huntington National Bank.
</TABLE>

[Huntington logo]

. Not FDIC Insured . No Bank Guarantee . May Lose Value

SEC File No. 811-_____
BH\206211.2
ID\ MMW
<PAGE>

Huntington VA Funds

Huntington VA Growth Fund
Huntington VA Income Equity Fund

Statement of Additional Information

This Statement of Additional Information contains information which may be of
interest to investors in the Huntington VA Funds (the "Trust") but which is not
included in the Prospectus. This Statement is not a prospectus and is only
authorized for distribution when accompanied or preceded by the Prospectus for
the Huntington VA Funds dated October ___, 1999. This Statement should be read
together with the Prospectus. Investors may obtain a free copy of a Prospectus
by calling the Huntington VA Funds at 800-253-0412.

October ___, 1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
DEFINITIONS........................................................ 1
INVESTMENT PRACTICES AND RISKS..................................... 1
Common Stock..................................................... 1
Convertible Securities........................................... 2
Corporate Debt................................................... 2
Credit (or Default) Risk......................................... 2
Credit-Enhanced Securities....................................... 2
Defensive Investments............................................ 3
Equity Risk...................................................... 3
Equity Securities................................................ 3
Fixed Income Securities.......................................... 3
Foreign Currency Options......................................... 3
Foreign Currency Transactions.................................... 4
Forward Foreign Currency and Foreign Currency Futures Contracts.. 5
Foreign Securities............................................... 6
Futures Contracts and Options on Futures Contracts............... 6
Index Futures Contracts and Options on Index Futures Contracts... 9
Interest Rate Risk............................................... 10
Lending Portfolio Securities..................................... 10
Liquidity Risk................................................... 11
Market Risk...................................................... 11
Money Market Instruments......................................... 11
Commercial Paper......................................... 11
Bank Obligations......................................... 11
Variable Rate Demand Notes............................... 11
Money Market Mutual Funds........................................ 12
Options.......................................................... 12
Preferred Stock.................................................. 14
Repurchase Agreements............................................ 15
Restricted and Illiquid Securities............................... 15
Security-Specific Risk........................................... 15
U.S. Government Securities....................................... 15
U.S. Treasury Security Futures Contracts and Options............. 16
When-Issued and Delayed Delivery Transactions.................... 17
Year 2000 Risk................................................... 17

INVESTMENT RESTRICTIONS............................................ 17
Portfolio Turnover............................................... 19

MANAGEMENT OF THE TRUST............................................ 19
Trustees and Officers............................................ 19
Trustee Compensation............................................. 21
Investment Adviser............................................... 22
Glass-Steagall Act............................................... 22
Portfolio Transactions........................................... 23
Brokerage Allocation and Other Practices......................... 23
Administrator.................................................... 24
Sub-Administrator................................................ 25
Administrative Services..........................................
Custodian and Record Keeper...................................... 26
Transfer Agent and Dividend Disbursing Agent..................... 26
Independent Auditors............................................. 26
Principal Holders of Securities.................................. 26

SHAREHOLDER RIGHTS................................................. 26
ADDITIONAL INFORMATION ON PURCHASES, EXCHANGES AND REDEMPTIONS..... 27
Other Purchase Information....................................... 27
Other Exchange Information....................................... 28
Other Redemption Information..................................... 28

DETERMINATION OF NET ASSET VALUE................................... 28
TAXES.............................................................. 29
Federal Income Taxation.......................................... 29

DIVIDENDS AND DISTRIBUTIONS........................................ 31
PERFORMANCE INFORMATION............................................ 31
FINANCIAL STATEMENTS............................................... 32
APPENDIX--DESCRIPTION OF BOND RATINGS.............................. 33
</TABLE>
<PAGE>

DEFINITIONS

For convenience, we will use the following terms throughout this Statement
of Additional Information.

"1940 Act" -- The Investment Company Act of 1940, as amended.

"Funds" -- Each of the separate investment portfolios of the
Trust.

"Hartford Life" -- Hartford Life Insurance Company, the underwriter of
variable annuity contracts and life insurance
policies through which you may invest in the Funds.

"Huntington" -- The Huntington National Bank, the Trust's
investment adviser, administrator, custodian and
recordkeeper.

"Independent Trustees" -- Trustees who are not "interested persons" of the
Trust, as defined in the 1940 Act.

"NRSRO" -- Nationally Recognized Statistical Ratings
Organization such as Moody's Investor Service or
Standard and Poor's Ratings Group.

"Prospectus" -- The Prospectus for shares of the Funds.

"SAI" -- This Statement of Additional Information.

"SEI Administrative" -- SEI Fund Resources, the Trust's sub-administrator.

"SEI Investments" -- SEI Investments Distribution Co., the Trust's
distributor.

"Trust" -- Huntington VA Funds.

The Trust was organized as a Massachusetts business trust on June 30, 1999.
The Trust is an open-end, management investment company consisting of two
separate Funds with separate investment objectives and policies established
exclusively as investment vehicles for separate accounts offered by Hartford
Life Insurance Company. Each of these Funds is diversified.

INVESTMENT PRACTICES AND RISKS

The Prospectus discusses the principal investment strategies and risks of
investing in each of the Funds. Below you will find more detail about the types
of investments and investment practices permitted by each Fund, including those
which are not part of a Fund's principal investment strategy.

Common Stock

Common stock is a type of equity security which represents an ownership
interest in a corporation and the right to a portion of the assets of the
corporation in the event of liquidation. This right, however, is subordinate to
that of preferred stockholders and any creditors, including holders of debt
issued by the

2
<PAGE>

corporation. Owners of common stock are generally entitled to vote on important
matters. A corporation may pay dividends on common stock.

Each of the Funds may invest in common stock.

Convertible Securities

Convertible securities include fixed income securities that may be
exchanged or converted into a predetermined number of shares of the issuer's
underlying common stock at the option of the holder during a specified period.
Convertible securities may take the form of convertible preferred stock,
convertible bonds or debentures, units consisting of "usable" bonds and warrants
or a combination of the features of several of these securities. The investment
characteristics of each convertible security vary widely, which allows
convertible securities to be employed for a variety of investment strategies. A
Fund will exchange or convert the convertible securities held in its portfolio
into shares of the underlying common stock when, in its investment adviser's
opinion, the investment characteristics of the underlying common shares will
assist the Fund in achieving its investment objective. Otherwise the Fund may
hold or trade convertible securities.

Each of the Funds may invest in convertible securities.

Corporate Debt (Including Bonds, Notes and Debentures)

Corporate debt includes any obligation of a corporation to repay a borrowed
amount at maturity and usually to pay the holder interest at specific intervals.
Corporate debt can have a long or short maturity and is often rated by one or
more nationally recognized statistical rating organizations. See the Appendix
to this SAI for a description of these ratings.

The Income Equity Fund may invest in corporate debt.

Credit (or Default) Risk

To the extent that a Fund invests in corporate debt or other fixed income
securities, it is subject to the risk that an issuer of those securities may
default on its obligation to pay interest and repay principal. Also, changes in
the financial strength of an issuer or changes in the credit rating of a
security may affect its value. Credit risk includes "counterparty risk," -- the
risk that the other party to a transaction will not fulfill its contractual
obligation. This risk applies, for example, to repurchase agreements into which
a Fund may enter. Securities rated below investment grade are particularly
subject to credit risk.

Credit-Enhanced Securities

Credit-enhanced securities are securities whose credit rating has been
enhanced, typically by the existence of a guarantee, letter of credit, insurance
or unconditional demand feature. In most cases, Huntington evaluates the credit
quality and ratings of credit-enhanced securities based upon the financial
condition and ratings of the party providing the credit enhancement (the "credit
enhancer") rather than the issuer. However, except where prohibited by Rule 2a-
7 under the 1940 Act, credit-enhanced securities will not be treated as having
been issued by the credit enhancer for diversification purposes, unless the Fund
has invested more than 10% of its assets in securities issued, guaranteed or
otherwise credit enhanced by the credit enhancer, in which case the securities
will be treated as having been issued both by the issuer and the credit
enhancer. The bankruptcy, receivership or default of the credit enhancer will
adversely affect the quality and marketability of the underlying security. A
default on the underlying

3
<PAGE>

security or other event that terminates a demand feature prior to its exercise
will adversely affect the liquidity of the underlying security.

Each of the Funds may invest in credit-enhanced securities.

Defensive Investments

At times Huntington may determine that conditions in securities markets may
make pursuing a Fund's principal investment strategies inconsistent with the
best interests of the Fund's shareholders. At such times, Huntington may
temporarily use alternative strategies, primarily designed to reduce
fluctuations in the value of a Fund's assets. In implementing these temporary
"defensive" strategies, a Fund may temporarily place all or a portion of its
assets in cash, U.S. Government securities, debt securities which Huntington
considers to be of comparable quality to the acceptable investments of the Fund
and other investments which Huntington considers consistent with such
strategies.

Equity Risk

Equity risk is the risk that stock prices will fall quickly and
dramatically over short or extended periods of time. Stock markets tend to move
in cycles, with periods of rising prices and period of falling prices. Often,
dramatic movements in prices occur in response to reports of a company's
earnings, economic statistics or other factors which affect an issuer's
profitability.

To the extent that a Fund invests in smaller capitalization stocks, it may
be subject to greater risks than those associated with investment in larger,
more established companies. Small companies tend to have limited product lines,
markets or financial resources, and may be dependent on a small management
group. Small company stocks may be subject to more abrupt or erratic price
movements, for reasons such as lower trading volumes, greater sensitivity to
changing conditions and less certain growth prospects. Additionally, there are
fewer market makers for these stocks and wider spreads between quoted bid and
asked prices in the over-the-counter market for these stocks. Small cap stocks
also tend to be subject to greater liquidity risk, particularly during periods
of market disruption, and there is often less publicly available information
concerning these securities.

Equity Securities

Equity securities include both foreign and domestic common stocks,
preferred stocks, securities convertible or exchangeable into common or
preferred stocks, and other securities which the Adviser believes have common
stock characteristics, such as rights and warrants.

Each of the Funds may invest in equity securities.

Fixed Income Securities

Fixed income securities include corporate debt securities, U.S. Government
securities, mortgage-related securities, tax-exempt securities and any other
securities which provide a stream of fixed payments to the holder.

Foreign Currency Options (Also see "Options")

Options on foreign currencies operate similarly to options on securities,
and are traded primarily in the over-the-counter market (so-called "OTC
options"), although options on foreign currencies have recently been listed on
several exchanges. Options will be purchased or written only when Huntington
believes

4
<PAGE>

that a liquid secondary market exists for such options. There can be no
assurance that a liquid secondary market will exist for a particular option at
any specific time. Options on foreign currencies are affected by all of those
factors which influence exchange rates and investments generally.

Purchases and sales of options may be used to increase current return. They
are also used in connection with hedging transactions. See "Foreign Currency
Transactions."

Writing covered call options on currencies may offset some of the costs of
hedging against fluctuations in currency exchange rates. For transaction
hedging purposes a Fund may also purchase exchange-listed and OTC put and call
options on foreign currency futures contracts and on foreign currencies. A put
option on a futures contract gives a Fund the right to assume a short position
in the futures contract until expiration of the option. A call option on a
futures contract gives a Fund the right to assume a long position in the futures
contract until the expiration of the option.

The value of a foreign currency option is dependent upon the value of the
foreign currency and the U.S. dollar, and may have no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, investors
maybe disadvantaged by having to deal in an odd lot market (generally consisting
of transactions of less than $1 million) for the underlying foreign currencies
at prices that are less favorable than for round lots.

There is no systematic reporting of last sale information for foreign
currencies and there is no regulatory requirement that quotations available
through dealers or other market sources be firm or revised on a timely basis.
Available quotation information is generally representative of very large
transactions in the interbank market and thus may not reflect relatively smaller
transactions (less than $1 million) where rates may be less favorable. The
interbank market in foreign currencies is a global, around-the-clock market. To
the extent that the U.S. options markets are closed while the markets for the
underlying currencies remain open, significant price and rate movements may take
place in the underlying markets that cannot be reflected in the U.S. options
markets.

Each of the Funds may invest in foreign currency options.

Foreign Currency Transactions

Foreign currency transactions include purchasing and selling foreign
currencies, entering into forward or futures contracts to purchase or sell
foreign currencies (see "Forward Foreign Currency and Foreign Currency Futures
Contracts"), and purchasing and selling options on foreign currencies (see
"Foreign Currency Options"). Foreign currency transactions may be used to hedge
against uncertainty in the level of future foreign currency exchange rates and
to increase current return.

Purchases and sales of foreign currencies on a spot basis are used to
increase current return. They are also used in connection with both "transaction
hedging" and "position hedging."

Transaction hedging involves entering into foreign currency transactions
with respect to specific receivables or payables generally arising in connection
with the purchase or sale of portfolio securities. Transaction hedging is used
to "lock in" the U.S. dollar price of a security to be purchased or sold, or the
U.S. dollar equivalent of a dividend or interest payment in a foreign currency.
The goal is to protect against a possible loss resulting from an adverse change
in the relationship between the U.S. dollar and the applicable foreign currency
during the period between the date on which the security is purchased or sold or
on which the dividend or interest payment is declared, and the date on which
such payments are made or received.

5
<PAGE>

Position hedging involves entering into foreign currency transactions
either to protect against: (i) a decline in the value of a foreign currency in
which a security held or to be sold is denominated; or (ii) an increase in the
value of a foreign currency in which a security to be purchased is denominated.
In connection with position hedging, a Fund may purchase put or call options on
foreign currency and foreign currency futures contracts and buy or sell forward
contracts and foreign currency futures contracts.

Neither transaction nor position hedging eliminates fluctuations in the
underlying prices of the securities which a Fund owns or intends to purchase or
sell. They simply establish a rate of exchange which can be achieved at some
future point in time. Additionally, although these techniques tend to minimize
the risk of loss due to a decline in the value of the hedged currency, they also
tend to limit any potential gain which might result from the increase in the
value of such currency

Hedging transactions are subject to correlation risk due to the fact that
the amounts of foreign currency exchange transactions and the value of the
portfolio securities involved will not generally be perfectly matched. This is
because the future value of such securities in foreign currencies will change as
a consequence of market movements in the values of those securities between the
dates the currency exchange transactions are entered into and the dates they
mature.

Each of the Funds may use foreign currency transactions.

Forward Foreign Currency and Foreign Currency Futures Contracts

A forward foreign currency contract involves an obligation to purchase or
sell a specific currency at a future date, which may be any fixed number of days
from the date of the contract as agreed by the parties, at a price set at the
time of the contract. In the case of a cancelable forward contract, the holder
has the unilateral right to cancel the contract at maturity by paying a
specified fee. The contracts are traded in the interbank market conducted
directly between currency traders (usually large commercial banks) and their
customers. A forward contract generally has no deposit requirement, and no
commissions are charged at any stage for trades.

A foreign currency futures contract is a standardized contract for the
future delivery of a specified amount of a foreign currency at a future date at
a price set at the time of the contract. Foreign currency futures contracts
traded in the United States are designed by and traded on exchanges regulated by
the Commodity Futures Trading Commission (the "CFTC"), such as the New York
Mercantile Exchange.

Forward foreign currency contracts differ from foreign currency futures
contracts in certain respects. For example, the maturity date of a forward
contract may be any fixed number of days from the date of the contract agreed
upon by the parties, rather than a predetermined date in a given month. Forward
contracts may be in any amounts agreed upon by the parties rather than
predetermined amounts. Also, forward foreign currency contracts are traded
directly between currency traders so that no intermediary is required. A forward
contract generally requires no margin or other deposit.

At the maturity of a forward or futures contract, a Fund may either accept
or make delivery of the currency specified in the contract, or at or prior to
maturity enter into a closing transaction involving the purchase or sale of an
offsetting contract. Closing transactions with respect to forward contracts are
usually effected with the currency trader who is a party to the original forward
contract. Closing transactions with respect to futures contracts are effected on
a commodities exchange; a clearing corporation associated with the exchange
assumes responsibility for closing out such contracts.

6
<PAGE>

Forward foreign currency contracts and foreign currency futures contracts
can be used to increase current return. They are also used in connection with
both "transaction hedging" and "position hedging." See "Foreign Currency
Transactions."

Among the risks of using foreign currency futures contracts is the fact
that positions in these contracts (and any related options) may be closed out
only on an exchange or board of trade which provides a secondary market.
Although it is intended that any Fund using foreign currency futures contracts
and related options will only purchase or sell them on exchanges or boards of
trade where there appears to be an active secondary market, there is no
assurance that a secondary market on an exchange or board of trade will exist
for any particular contract or option or at any particular time. In such event,
it may not be possible to close a futures or related option position and, in the
event of adverse price movements, a Fund would continue to be required to make
daily cash payments of variation margin on its futures positions.

In addition, it is impossible to forecast with precision the market value
of a security at the expiration or maturity of a forward or futures contract.
Accordingly, it may be necessary to purchase additional foreign currency on the
spot market (and bear the expense of such purchase) if the market value of the
security being hedged is less than the amount of foreign currency a Fund is
obligated to deliver and if a decision is made to sell the security and make
delivery of the foreign currency. Conversely, it may be necessary to sell on the
spot market some of the foreign currency received upon the sale of the hedged
portfolio security if the market value of such security exceeds the amount of
foreign currency a Fund is obligated to deliver.

Each of the Funds may invest in forward foreign currency and foreign
currency futures contracts.

Foreign Securities

Foreign securities are those securities which are issued by companies
located outside the United States and principally traded in foreign markets.
This includes equity and debt securities of foreign entities and obligations of
foreign branches of U.S. and foreign banks. Investment in foreign securities is
subject to a number of special risks.

Since foreign securities are normally denominated and traded in foreign
currencies, the value of a Fund's assets invested in such securities may be
affected favorably or unfavorably by currency exchange rates and exchange
control regulation. Exchange rates with respect to certain currencies may be
particularly volatile. Additionally, although foreign exchange dealers do not
charge a fee for currency conversion, they do realize a profit based on the
difference (the "spread") between prices at which they buy and sell various
currencies. Thus, a dealer may offer to sell a foreign currency to a Fund at one
rate, while offering a lesser rate of exchange should a Fund desire to resell
that currency to the dealer.

There may be less information publicly available about a foreign company
than about a U.S. company, and foreign companies are not generally subject to
accounting, auditing, and financial reporting standards and practices comparable
to those in the United States. The securities of some foreign companies are less
liquid and at times more volatile than securities of comparable U.S. companies.
Foreign brokerage commissions and other fees are also generally higher than in
the United States. Foreign settlement procedures and trade regulations may
involve certain risks (such as delays in payment or delivery of securities or in
the recovery of a Fund's assets held abroad) and expenses not present in the
settlement of domestic investments.

In addition, with respect to certain foreign countries, there is a
possibility of nationalization or expropriation of assets, confiscatory
taxation, political or financial instability and diplomatic developments which
could affect the value of investments in those countries. In certain countries,
legal remedies

7
<PAGE>

available to investors may be more limited than those available with respect to
investments in the United States or other countries. The laws of some foreign
countries may limit a Fund's ability to invest in securities of certain issuers
located in those countries. Special tax considerations apply to foreign
securities.

Each of the Funds may invest in foreign securities.

Futures Contracts and Options on Futures Contracts

A futures contract is a binding contractual commitment which, if held to
maturity, will result in an obligation to make or accept delivery of a security
at a specified future time and price. By purchasing futures (assuming a "long"
position) a Fund will legally obligate itself to accept the future delivery of
the underlying security and pay the agreed price. By selling futures (assuming a
"short" position) it will legally obligate itself to make the future delivery of
the security against payment of the agreed price. Open futures positions on debt
securities will be valued at the most recent settlement price, unless that price
does not in the judgment of the Trustees reflect the fair value of the contract,
in which case the positions will be valued by or under the direction of the
Trustees. Positions taken in the futures markets are not normally held to
maturity, but are instead liquidated through offsetting transactions which may
result in a profit or a loss. While futures positions taken by a Fund will
usually be liquidated in this manner, a Fund may instead make or take delivery
of the underlying securities whenever it appears economically advantageous to
the Fund to do so. A clearing corporation associated with the exchange on which
futures are traded assumes responsibility for such closing transactions and
guarantees that the Fund's sale and purchase obligations under closed-out
positions will be performed at the termination of the contract.

Hedging by use of futures on debt securities seeks to establish more
certainly than would otherwise be possible the effective rate of return on
portfolio securities. A Fund may, for example, take a "short" position in the
futures market by selling contracts for the future delivery of debt securities
held by the Fund (or securities having characteristics similar to those held by
the Fund) in order to hedge against an anticipated rise in interest rates that
would adversely affect the value of the Fund's portfolio securities. When
hedging of this character is successful, any depreciation in the value of
portfolio securities may be offset by appreciation in the value of the futures
position.

On other occasions, a Fund may take a "long" position by purchasing futures
on debt securities. This would be done, for example, when Huntington expects to
purchase for a Fund particular securities when it has the necessary cash, but
expects the rate of return available in the securities markets at that time to
be less favorable than rates currently available in the futures markets. If the
anticipated rise in the price of the securities should occur (with its
concomitant reduction in yield), the increased cost to the Fund of purchasing
the securities may be offset by the rise in the value of the futures position
taken in anticipation of the subsequent securities purchase.

Successful use by a Fund of futures contracts on debt securities is subject
to Huntington's ability to predict correctly movements in the direction of
interest rates and other factors affecting markets for debt securities. For
example, if a Fund has hedged against the possibility of an increase in interest
rates which would adversely affect the market prices of debt securities held by
it and the prices of such securities increase instead, the Fund will lose part
or all of the benefit of the increased value of its securities which it has
hedged because it will have offsetting losses in its futures positions. In
addition, in such situations, if the Fund has insufficient cash, it may have to
sell securities to meet daily margin maintenance requirements. A Fund may have
to sell securities at a time when it may be disadvantageous to do so.

A Fund may purchase and write put and call options on debt futures
contracts, as they become available. Such options are similar to options on
securities except that options on futures contracts give

8
<PAGE>

the purchaser the right, in return for the premium paid, to assume a position in
a futures contract (a long position if the option is a call and a short position
if the option is a put) at a specified exercise price at any time during the
period of the option. As with options on securities, the holder or writer of an
option may terminate its position by selling or purchasing an option of the same
series. There is no guarantee that such closing transactions can be effected. A
Fund will be required to deposit initial margin and variation margin with
respect to put and call options on futures contracts written by it pursuant to
brokers' requirements, and, in addition, net option premiums received will be
included as initial margin deposits. See "Margin Payments" below. Compared to
the purchase or sale of futures contracts, the purchase of call or put options
on futures contracts involves less potential risk to a Fund because the maximum
amount at risk is the premium paid for the options plus transactions costs.
However, there may be circumstances when the purchases of call or put options on
a futures contract would result in a loss to a Fund when the purchase or sale of
the futures contracts would not, such as when there is no movement in the prices
of debt securities. The writing of a put or call option on a futures contract
involves risks similar to those risks relating to the purchase or sale of
futures contracts.

Margin payments. When a Fund purchases or sells a futures contract, it is
required to deposit with its custodian an amount of cash, U.S. Treasury bills,
or other permissible collateral equal to a small percentage of the amount of the
futures contract. This amount is known as "initial margin". The nature of
initial margin is different from that of in security transactions in that it
does not involve borrowing money to finance transactions. Rather, initial margin
is similar to a performance bond or good faith deposit that is returned to the
Fund upon termination of the contract, assuming the Fund satisfies its
contractual obligations. Subsequent payments to and from the broker occur on a
daily basis in a process known as "marking to market". These payments are called
"variation margin" and are made as the value of the underlying futures contract
fluctuates. For example, when a Fund sells a futures contract and the price of
the underlying debt security rises above the delivery price, the Fund's position
declines in value. The Fund then pays the broker a variation margin payment
equal to the difference between the delivery price of the futures contract and
the market price of the securities underlying the futures contract. Conversely,
if the price of the underlying security falls below the delivery price of the
contract, the Fund's futures position increases in value. The broker then must
make a variation margin payment equal to the difference between the delivery
price of the futures contract and the market price of the securities underlying
the futures contract.

When a Fund terminates a position in a futures contract, a final
determination of variation margin is made, additional cash is paid by or to the
Fund, and the Fund realizes a loss or a gain. Such closing transactions involve
additional commission costs.

Liquidity risks. Positions in futures contracts may be closed out only on
an exchange or board of trade which provides a secondary market for such
futures. Although the Trust intends to purchase or sell futures only on
exchanges or boards of trade where there appears to be an active secondary
market, there is no assurance that a liquid secondary market on an exchange or
board of trade will exist for any particular contract or at any particular time.
If there is not a liquid secondary market at a particular time, it may not be
possible to close a futures position at such time and, in the event of adverse
price movements, a Fund would continue to be required to make daily cash
payments of variation margin. However, in the event financial futures are used
to hedge portfolio securities, such securities will not generally be sold until
the financial futures can be terminated. In such circumstances, an increase in
the price of the portfolio securities, if any, may partially or completely
offset losses on the financial futures.

In addition to the risks that apply to all options transactions, there are
several special risks relating to options on futures contracts. The ability to
establish and close out positions in such options will be subject to the
development and maintenance of a liquid secondary market. It is not certain that
such a market will develop. Although a Fund generally will purchase only those
options for which there appears to be an

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<PAGE>

active secondary market, there is no assurance that a liquid secondary market on
an exchange will exist for any particular option or at any particular time. In
the event no such market exists for particular options, it might not be possible
to effect closing transactions in such options, with the result that the Fund
would have to exercise the options in order to realize any profit.

Hedging risks. There are several risks in connection with the use by a Fund
of futures contracts and related options as a hedging device. One risk arises
because of the imperfect correlation between movements in the prices of the
futures contracts and options and movements in the prices of securities which
are the subject of the hedge. Huntington will, however, attempt to reduce this
risk by purchasing and selling, to the extent possible, futures contracts and
related options on securities and indexes the movements of which will, in its
judgment, correlate closely with movements in the prices of the portfolio
securities sought to be hedged.

Successful use of futures contracts and options by a Fund for hedging
purposes is also subject to Huntington's ability to predict correctly movements
in the direction of the market. It is possible that, where a Fund has purchased
puts on futures contracts to hedge its portfolio against a decline in the
market, the securities or index on which the puts are purchased may increase in
value and the value of securities held in the portfolio may decline. If this
occurred, the Fund would lose money on the puts and also experience a decline in
value in its portfolio securities. In addition, the prices of futures, for a
number of reasons, may not correlate perfectly with movements in the underlying
securities or index due to certain market distortions. First, all participants
in the futures market are subject to margin deposit requirements. Such
requirements may cause investors to close futures contracts through offsetting
transactions which could distort the normal relationship between the underlying
security or index and futures markets. Second, the margin requirements in the
futures markets are less onerous than margin requirements in the securities
markets in general, and as a result the futures markets may attract more
speculators than the securities markets do. Increased participation by
speculators in the futures markets may also cause temporary price distortions.
Due to the possibility of price distortion, even a correct forecast of general
market trends by Huntington may still not result in a successful hedging
transaction over a very short time period.

Other risks. Funds will incur brokerage fees in connection with their
futures and options transactions. In addition, while futures contracts and
options on futures will be purchased and sold to reduce certain risks, those
transactions themselves entail certain other risks. Thus, while a Fund may
benefit from the use of futures and related options, unanticipated changes in
interest rates or stock price movements may result in a poorer overall
performance for the Fund than if it had not entered into any futures contracts
or options transactions. Moreover, in the event of an imperfect correlation
between the futures position and the portfolio position which is intended to be
protected, the desired protection may not be obtained and the Fund may be
exposed to risk of loss.

Index Futures Contracts and Options on Index Futures Contracts

A debt index futures contract is a contract to buy or sell units of a
specified debt index at a specified future date at a price agreed upon when the
contract is made. A unit is the current value of the index. A stock index
futures contract is a contract to buy or sell units of a stock index at a
specified future date at a price agreed upon when the contract is made. A unit
is the current value of the stock index.

The following example illustrates generally the manner in which index
futures contracts operate. The Standard & Poor's 100 Stock Index is composed of
100 selected common stocks, most of which are listed on the New York Stock
Exchange. The S&P 100 Index assigns relative weightings to the common stocks
included in the Index, and the Index fluctuates with changes in the market
values of those common stocks. In the case of the S&P 100 Index, contracts are
to buy or sell 100 units. Thus, if the value of the S&P 100 Index were $180, one
contract would be worth $18,000 (100 units X $180). The stock index futures

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<PAGE>

contract specifies that no delivery of the actual stocks making up the index
will take place. Instead, settlement in cash must occur upon the termination of
the contract, with the settlement being the difference between the contract
price and the actual level of the stock index at the expiration of the contract.
For example, if a Fund enters into a futures contract to buy 100 units of the
S&P 100 Index at a specified future date at a contract price of $180 and the S&P
100 Index is at $184 on that future date, the Fund will gain $400 (100 units X
gain of $4). If the Fund enters into a futures contract to sell 100 units of the
stock index at a specified future date at a contract price of $180 and the S&P
100 Index is at $182 on that future date, the Fund will lose $200 (100 units X
loss of $2). A Fund may purchase or sell futures contracts with respect to any
stock index. Positions in index futures may be closed out only on an exchange or
board of trade which provides a secondary market for such futures.

Purchases and sales of index futures may be used to hedge an investment. To
hedge an investment successfully, however, a Fund must invest in futures
contracts with respect to indices or sub-indices the movements of which will
have a significant correlation with movements in the prices of the Fund's
securities.

Options on index futures contracts are similar to options on securities
except that options on index futures contracts give the purchaser the right, in
return for the premium paid, to assume a position in an index futures contract
(a long position if the option is a call and a short position if the option is a
put) at a specified exercise price at any time during the period of the option.
Upon exercise of the option, the holder assumes the underlying futures position
and receives a variation margin payment of cash or securities approximating the
increase in the value of the holder's option position. If an option is exercised
on the last trading day prior to the expiration date of the option, the
settlement is made entirely in cash based on the difference between the exercise
price of the option and the closing level of the index on which the futures
contract is based on the expiration date. Purchasers of options who fail to
exercise their options prior to the exercise date suffer a loss of the premium
paid.

As an alternative to purchasing call and put options on index futures
contracts, a Fund may purchase put and call options on the underlying indices
themselves to the extent that such options are traded on national securities
exchanges. Index options are similar to options on individual securities in that
the purchaser of an index option acquires the right to buy, and the writer
undertakes the obligation to sell, an index at a stated exercise price during
the term of the option. Instead of giving the right to take or make actual
delivery of securities, the holder of an index option has the right to receive a
cash "exercise settlement amount." This amount is equal to the amount by which
the fixed exercise price of the option exceeds (in the case of a put) or is less
than (in the case of a call) the closing value of the underlying index on the
date of the exercise, multiplied by a fixed "index multiplier."

Each of the Funds may utilize index futures or options on index futures.

Interest Rate Risk

Interest rate risk is the risk that changes in interest rates may cause a
decline in the market value of an investment. With bonds and other fixed income
securities, a rise in interest rates typically causes a fall in bond values,
while a fall in interest rates typically causes a rise in bond values. Fixed
income securities with longer maturities are more susceptible to changes in
value due to interest rate changes than are those with shorter maturities.

Recent market experience has shown that certain derivative mortgage
securities have a higher degree of interest rate risk and, as a result, the
prices of such securities may be highly volatile. In addition, recent market
experience has shown that during periods of rising interest rates, the market
for certain derivative mortgage securities may become more unstable and such
securities may become more

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<PAGE>

difficult to sell as market makers either choose not to repurchase such
securities or offer prices which are unacceptable to the Adviser based on market
conditions.

Lending Portfolio Securities

In order to generate additional income, each of the Funds may lend its
portfolio securities on a short-term basis to brokers, dealers or other
financial institutions which Huntington has determined are creditworthy under
guidelines established by the Trustees. Consistent with guidelines established
by the SEC requirements, any loans made will be continuously secured by
collateral in cash or U.S. Government obligations at least equal at all times to
102% of the value of the securities on loan. As a matter of fundamental policy,
the aggregate value of all securities loaned by a Fund may not exceed 20% of the
Fund's total assets.

While portfolio securities are on loan, the borrower will pay to the
lending Fund any dividends or interest received on the securities. In addition,
the Fund retains all or a portion of the interest received on investment of the
collateral or receives a fee from the borrower. Although voting rights, or
rights to consent, with respect to the loaned securities pass to the borrower,
the lending Fund retains the right to call the loans at any time on reasonable
notice, and it will do so to enable a Fund to exercise voting rights on any
matters materially affecting the investment. A Fund may also call such loans in
order to sell the securities.

One of the risks in lending portfolio securities, as with other extensions
of credit, is the possible delay in recovery of the securities or possible loss
of rights in the collateral should the borrower fail financially. There is also
the risk that, when lending portfolio securities, the securities may not be
available to a Fund on a timely basis and a Fund may, therefore, lose the
opportunity to sell the securities at a desirable price. In addition, in the
event that a borrower of securities would file for bankruptcy or become
insolvent, disposition of the securities may be delayed pending court action.

Liquidity Risk

Certain securities may be difficult or impossible to sell at the time and
price that a Fund would like. A Fund may have to accept a lower price, sell
other securities or forego an investment opportunity, and this could have a
negative effect on performance. This risk applies to restricted securities, Rule
144A Securities certain over-the-counter options, securities not traded in the
U.S. markets and other securities that may trade in U.S. markets but are not
registered under the federal securities laws.

Market Risk

Market risk is the risk that the value of a security will move up or down,
sometimes rapidly and unpredictably. These fluctuations, which are often
referred to as "volatility," may cause a security to be worth less than it was
worth at an earlier time. Market risk may affect a single issuer, industry or
sector of the economy or the market as a whole. Market risk is common to most
investments, including stocks and bonds, and the mutual funds that invest in
them. Bonds and other fixed income securities generally involve less market risk
than stocks. The risks of investing in bonds, however, can vary significantly
depending upon factors such as issuer and maturity. The bonds of some companies
may be riskier than the stocks of others.

Money Market Instruments

Except where otherwise noted, each of the Funds may, for temporary
defensive or liquidity purposes, invest up to 100% of their assets in money
market instruments.

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Commercial Paper

Commercial paper represents an unsecured promissory note issued by a
corporation. Generally, issues of commercial paper have maturities of less
than nine months and rates of return which are fixed.

The commercial paper in which any of the Money Market Funds may invest
is subject to the issuer diversification and quality restrictions imposed
by Rule 2a-7 under the 1940 Act. The commercial paper in which the Mortgage
Securities Fund may invest must be: (i) rated A-1 or better by Standard &
Poor's Ratings Group ("S&P") or P-1 or better by Moody's Investors Service,
Inc. ("Moody's"); or (ii) unrated, but issued by companies with outstanding
debt issues rated AAA by S&P or Aaa by Moody's.

Bank Obligations

Bank obligations are short-term obligations issued by U.S. and foreign
banks, including bankers' acceptances, certificates of deposit, time
deposits and similar securities.

Variable Rate Demand Notes

Variable rate demand notes ("VRDNs") are unsecured, direct lending
arrangements between a Fund, as the lender, and a corporation, financial
institution, government agency, municipality or other entity.

VRDNs have interest rates which float or which are adjusted at regular
intervals ranging from daily to annually. Although the VRDNs are not
generally traded, a Fund may demand payment of principal and accrued
interest according to its arrangement with the borrower (usually upon no
more than seven days' notice). VRDNs are, therefore, treated as maturing on
the later of the next interest adjustment or the date on which a Fund may
next demand payment. Some VRDNs are backed by bank letters of credit.

Each of the Funds may only invest in VRDNs which satisfy its credit
requirements for commercial paper.

Money Market Mutual Funds

Under the 1940 Act, a Fund may not invest more than 10% of its total assets
at any one time in the shares of other funds, 5% of its total assets in the
shares of any one mutual fund, or more than 3% of the shares of any one fund.
When a Fund invests in the shares of other mutual funds, investment advisory and
other fees will apply, and the investment's yield will be reduced accordingly.

Each of the Funds may invest up to 5% of its total assets in the shares of
money market mutual funds for liquidity purposes.

Options

A call option gives the purchaser of the option the right to buy a security
at a stated price from the writer (seller) of the option. A put option gives the
purchaser of the option the right to sell a security at a stated price to the
writer of the option. In a covered call option, during the option period the
writer owns the security (or a comparable security sufficient to satisfy
securities exchange requirements) which may be sold pursuant to the option. In a
covered put option, the writer holds cash and/or short-term debt instruments
sufficient in an amount equal to the exercise price of the option. In addition,
a put or call

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<PAGE>

option will be considered covered if and to the extent that some or all of the
risk of the option has been offset by another option. A Fund may write
combinations of covered puts and calls on the same underlying security.

In general, a Fund may write options in an attempt to increase returns or
purchase options for hedging purposes.

The premium received from writing a put or call option, increases a Fund's
return on the underlying security in the event that the option expires
unexercised or is closed out at a profit. The amount of the premium reflects,
among other things, the relationship between the exercise price and the current
market value of the underlying security, the volatility of the underlying
security, the amount of time remaining until expiration, current interest rates,
and the effect of supply and demand in the options market and in the market for
the underlying security. A put option locks in the price at which a Fund may
sell a security it holds, thus hedging against market declines and a call option
locks in the price at which a Fund may purchase a security, thus hedging against
inflation. Such protection is provided during the life of the put option since
the Fund, as holder of the option, is able to sell the underlying security at
the option's exercise price regardless of any decline in the underlying
security's market price.

By writing a call option, a Fund limits its opportunity to profit from any
increase in the market value of the underlying security above the exercise price
of the option but continues to bear the risk of a decline in the value of the
underlying security. By writing a put option, a Fund assumes the risk that it
may be required to purchase the underlying security for an exercise price higher
than its then current market value, resulting in a potential capital loss unless
the security substantially appreciates in value.

A Fund may terminate an option that it has written prior to its expiration
by entering into a closing purchase transaction, in which it purchases an
offsetting option. A Fund realizes a profit or loss from a closing transaction
if the cost of the transaction (option premium plus transaction costs) is less
or more than the premium received from writing the option. Because increases in
the market price of a call option generally reflect increases in the market
price of the security underlying the option, any loss resulting from a closing
purchase transaction may be offset in whole or in part by unrealized
appreciation of the underlying security owned by a Fund.

In order for a put option to be profitable, the market price of the
underlying security must decline sufficiently below the exercise price to cover
the premium and transaction costs. By using put options in this manner a Fund
will reduce any profit it might otherwise have realized from appreciation of the
underlying security by the premium paid for the put option and by transaction
costs.

In order for a call option to be profitable, the market price of the
underlying security must rise sufficiently above the exercise price to cover the
premium and transaction costs.

Each of the Funds may write or purchase put and call options. All call
options written must be covered.

The successful use of options depends on the ability of Huntington to
forecast interest rate and market movements. For example, if a Fund were to
write a call option based on Huntington's expectation that the price of the
underlying security will fall, but the price rises instead, the Fund could be
required to sell the security upon exercise at a price below the current market
price. Similarly, if a Fund were to write a put option based on Huntington's
expectations that the price of the underlying security will rise, but the price
falls instead, the Fund could be required to purchase the security upon exercise
at a price higher than the current market price.

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<PAGE>

When a Fund purchases an option, it runs the risk that it will lose its
entire investment in the option in a relatively short period of time, unless the
Fund exercises the option or enters into a closing sale transaction with respect
to the option during the life of the option. If the price of the underlying
security does not rise (in the case of a call) or fall (in the case of a put) to
an extent sufficient to cover the option premium and transaction costs, a Fund
will lose part or all of its investment in the option. This contrasts with an
investment by a Fund in the underlying security, since the Fund will not lose
any of its investment in such security if the price does not change.

The use of options also involves the risk of imperfect correlation between
movements in option prices and movements in the value of the underlying
securities.

The effective use of options also depends on the Fund's ability to
terminate option positions at times when Huntington deems it desirable to do so.
Although a Fund will take an option position only if Huntington believes there
is a liquid secondary market for the option, there is no assurance that the Fund
will be able to effect closing transaction at any particular time or at an
acceptable price.

The Funds generally expect that their options transactions will be
conducted on recognized exchanges. In certain instances, however, a Fund may
purchase and sell options in the over-the-counter ("OTC") markets. A Fund's
ability to terminate options in the OTC market may be more limited than for
exchange-traded options and may also involve the risk that securities dealers
participating in such transactions would be unable to meet their obligations to
a Fund. A Fund will, however, engage in OTC market transactions only when
appropriate exchange-traded transactions are unavailable and when, in the
opinion of Huntington, the pricing mechanism and liquidity of the OTC market is
satisfactory and the participants are responsible parties likely to meet their
contractual obligations.

If a secondary trading market in options were to become unavailable, a Fund
could no longer engage in closing transactions. Lack of investor interest might
adversely affect the liquidity of the market for particular options or series of
options. A market may discontinue trading of a particular option or options
generally. In addition, a market could become temporarily unavailable if unusual
events--such as volume in excess of trading or clearing capability--were to
interrupt its normal operations.

A market may at times find it necessary to impose restrictions on
particular types of options transactions, such as opening transactions. For
example, if an underlying security ceases to meet qualifications imposed by the
market or the Options Clearing Corporation, new series of options on that
security will no longer be opened to replace expiring series, and opening
transactions in existing series may be prohibited. If an options market were to
become unavailable, a Fund as a holder of an option would be able to realize
profits or limit losses only by exercising the option, and the Fund, as option
writer, would remain obligated under the option until expiration.

Disruptions in the markets for the securities underlying options purchased
or sold by a Fund could result in losses on the options. If trading is
interrupted in an underlying security, the trading of options on that security
is normally halted as well. As a result, a Fund as purchaser or writer of an
option will be unable to close out its positions until options trading resumes,
and it may be faced with considerable losses if trading in the security reopens
at a substantially different price. In addition, the Options Clearing
Corporation or other options markets may impose exercise restrictions. If a
prohibition on exercise is imposed at the time when trading in the option has
also been halted, a Fund as a purchaser or writer of an option will be locked
into its position until one of the two restrictions has been lifted. If the
Options Clearing Corporation were to determine that the available supply of an
underlying security appears insufficient to permit delivery by the writers of
all outstanding calls in the event of exercise, it may prohibit indefinitely the
exercise of put options by holders who would be unable to deliver the underlying
interest. A Fund, as holder of such a put option, could lose its entire
investment if the prohibition remained in effect

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<PAGE>

until the put option's expiration and the Fund was unable either to acquire the
underlying security or to sell the put option in the market.

Special risks are presented by internationally-traded options. Because of
time differences between the United States and various foreign countries, and
because different holidays are observed in different countries, foreign options
markets may be open for trading during hours or on days when U.S. markets are
closed. As a result, option premium may not reflect the current prices of the
underlying interest in the United States.

An exchange-listed option may be closed out only on an exchange which
provides a secondary market for an option of the same series. There is no
assurance that a liquid secondary market on an exchange will exist for any
particular option or at any particular time. If no secondary market were to
exist, it would be impossible to enter into a closing transaction to close out
an option position. As a result, a Fund may be forced to continue to hold, or to
purchase at a fixed price, a security on which it has sold an option at a time
when Huntington believes it is inadvisable to do so.

Higher than anticipated trading activity or order flow or other unforeseen
events might cause the Options Clearing Corporation or an exchange to institute
special trading procedures or restrictions that might restrict a Fund's use of
options. The exchanges have established limitations on the maximum number of
calls and puts of each class that may be held or written by an investor or group
of investors acting in concert. It is possible that the Trust and other clients
of Huntington may be considered such a group. These position limits may restrict
the Trust's ability to purchase or sell options on particular securities.
Options which are not traded on national securities exchanges may be closed out
only with the other party to the option transaction. For that reason, it may be
more difficult to close out unlisted options than listed options. Furthermore,
unlisted options are not subject to the protection afforded purchasers of listed
options by the Options Clearing Corporation.

Preferred Stock

Preferred stock is a type of equity security which represents an ownership
interest in a corporation and the right to a portion of the assets of the
corporation in the event of a liquidation. This right, however, is subordinate
to that of any creditors, including holders of debt issued by the corporation.
Owners of preferred stock ordinarily do not have voting rights, but are entitled
to dividends at a specified rate.

Each of the Funds may invest in preferred stock.

Repurchase Agreements

Repurchase agreements are agreements through which banks, broker-dealers
and other financial institutions approved by the Trustees sell securities
(usually U.S. Government securities) to a Fund and agree to repurchase those
securities at a specified price and time (usually not more than seven days from
the original sale). The seller's obligation to pay the repurchase price is
secured by the securities to be repurchased. These securities are required to be
held by the Fund, its custodian or a third-party custodian. In order to protect
the Fund's interest, collateral securities must have a value of at least 100% of
the resale price at all times. (The seller must provide additional collateral in
the event that this condition is not met). In general, the Adviser will require
collateral securities to have a value of at least 102% of the resale price at
the time the repurchase agreement is made. The collateral is marked to market on
a daily basis, thus enabling the Adviser to determine when to request additional
collateral from the seller.

If a seller defaults on its repurchase obligation, a Fund could realize a
loss on the sale of the underlying securities to the extent that the proceeds of
the sale (including accrued interest) are less than

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<PAGE>

the resale price. In addition, even though the U.S. Bankruptcy Code provides
protection to a Fund if the seller becomes bankrupt or insolvent, the Fund may
suffer losses in such event.

Restricted and Illiquid Securities

Restricted securities are any securities which are subject to restriction
on resale under federal securities law, including commercial paper issued in
reliance on the exemption from registration afforded by Section 4(2) of the
Securities Act of 1933. Illiquid securities are any securities for which there
is a limited trading market and may, therefore, be difficult to sell at market
value. Because restricted and illiquid securities may be difficult to sell at an
acceptable price, they may be subject to greater volatility and may result in a
loss to a Fund.

Section 4(2) commercial paper is generally sold to institutional investors,
such as mutual funds, who agree that they are purchasing the paper for
investment purposes and not with a view to public distribution. Any resale by
the purchaser must be in an exempt transaction. Section 4(2) commercial paper is
normally resold to other institutional investors through or with the assistance
of the issuer or investment dealers who make a market in Section 4(2) commercial
paper, thus providing liquidity. The Trust believes that Section 4(2) commercial
paper and possibly certain other restricted securities which meet the criteria
for liquidity established by the Trustees are quite liquid. The Trust intends,
therefore, to treat these securities as liquid and not subject to the investment
limitation applicable to illiquid securities. In addition, because Section 4(2)
commercial paper is liquid, the Trust intends not to subject such paper to any
limitation applicable to restricted securities.

Each of the Funds may invest in illiquid securities (including restricted
securities, repurchase agreements providing for settlement on more than seven
days' notice and OTC options). None of the Funds will invest more than 10% of
its total assets in such securities.

Security-Specific Risk

Security-specific risk is the risk that the value of a particular security
may or may not move in the same direction as the market as a whole. All Funds
are subject to this type of risk.

U.S. Government Securities

U.S. Government securities are securities that are either issued or
guaranteed as to payment of principal and interest by the U.S. Government, its
agencies or instrumentalities. U.S. Government securities are limited to: direct
obligations of the U.S. Treasury, such as U.S. Treasury bills, notes, and bonds
and notes, bonds, and discount notes of U.S. Government agencies or
instrumentalities, including certain mortgage securities.

Some obligations issued or guaranteed by agencies or instrumentalities of
the U.S. Government, such as Government National Mortgage Association
participation certificates, are backed by the full faith and credit of the U.S.
Treasury.

Other such obligations are only supported by: the issuer's right to borrow
an amount limited to a specific line of credit from the U.S. Treasury; the
discretionary authority of the U.S. Government to purchase certain obligations
of an agency or instrumentality; or the credit of the agency or instrumentality.

Each of the Funds may invest in U.S. Government securities and may use them
for defensive purposes.

U.S. Treasury Security Futures Contracts and Options

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<PAGE>

U.S. Treasury security futures contracts require the seller to deliver, or
the purchaser to take delivery of, the type of U.S. Treasury security called for
in the contract at a specified date and price. Options on U.S. Treasury
securities futures contracts give the purchaser the right in return for the
premium paid to assume a position in a U.S. Treasury security futures contract
at the specified option exercise price at any time during the period of the
option. U.S. Treasury security futures contracts and options on such contracts
are used to hedge against movements in the value of tax-exempt securities.

Successful use of U.S. Treasury security futures contracts depends on the
ability to predict the direction of interest rate movements and the effects of
other factors on the value of debt securities. For example, the sale of U.S.
Treasury security futures contracts is used to hedge against the possibility of
an increase in interest rates which would adversely affect the value of tax-
exempt securities held in a Fund's portfolio. If, unexpectedly, the prices of
the tax-exempt securities increase following a decline in interest rates, the
Fund will lose part or all of the benefit of the increased value of its
securities which it has hedged because it will have offsetting losses in its
futures positions. In addition, in such situations, if the Fund has insufficient
cash, it may have to sell securities to meet daily maintenance margin
requirements at a time when it may be disadvantageous to do so.

There is also a risk that price movements in U.S. Treasury security futures
contracts and related options will not correlate closely with price movements in
markets for tax-exempt securities. For example, if a Fund has hedged against a
decline in the values of tax-exempt securities held by it by selling U.S.
Treasury securities futures and the value of U.S. Treasury securities
subsequently increases while the value of its tax-exempt securities decreases,
the Fund will incur losses on both its U.S. Treasury security futures contracts
and its tax-exempt securities. Huntington will seek to reduce this risk by
monitoring movements in markets for U.S. Treasury security futures and options
and for tax-exempt securities closely.

Warrants

Warrants are basically options to purchase common stock at a specific price
(usually at a premium above the market value of the optioned common stock at
issuance) valid for a specific period of time. Warrants may have a life ranging
from less than a year to twenty years or may be perpetual. However, most
warrants have expiration dates after which they are worthless. In addition, if
the market price of the common stock does not exceed the warrant's exercise
price during the life of the warrant, the warrant will expire as worthless.
Warrants have no voting rights, pay no dividends, and have no rights with
respect to the assets of the corporation issuing them. The percentage increase
or decrease in the market price of the warrant may tend to be greater than the
percentage increase or decrease in the market price of the optioned common
stock.

Each of the Funds may invest in warrants.

When-Issued and Delayed Delivery Transactions

When-issued and delayed delivery transactions are arrangements through
which a Fund purchases securities with payment and delivery scheduled for a
future time. No fees or other expenses, other than normal transaction costs, are
incurred. However, liquid assets of the purchasing Fund sufficient to make
payment for the securities are segregated on the Fund's records at the trade
date. These assets are then marked to market daily and maintained until the
transaction has been settled. A seller's failure to complete a transaction may
cause a Fund to miss a desired price or yield. In addition, because of delayed
settlement, a Fund may pay more than market value on the settlement date. The
Adviser may choose to dispose of a commitment prior to settlement.

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<PAGE>

None of the Funds intend to engage in when-issued and delayed delivery
transactions to an extent that would cause the segregation of more than 20% of
the total value of its assets.

Each of the Funds may engage in when-issued and delayed delivery
transactions.

Year 2000 Risk

Year 2000 Risk is the risk that a Fund could be adversely affected if the
computer systems used by its investment adviser or other service providers do
not properly process and calculate date-related information and data beginning
on January 1, 2000. Year 2000 Risk exists because most computer systems were
designed only to recognize a two-digit year, not a four-digit year. When the
year 2000 begins, these computers may interpret "00" as the year 1900 and either
stop processing date-related computations or process them incorrectly. These
failures could have a negative impact on the handling of securities trades,
pricing and account services. Huntington is taking steps designed to address
Year 2000 Risk with respect to the computer systems that it uses and to obtain
satisfactory assurances that comparable steps are being taken by each of the
Trust's other service providers.

As of the date of this SAI, it is not anticipated that Year 2000 Risk
relating to the investment adviser or the Trust's other major service providers
will result in shareholders experiencing negative effects on their investment,
or on the services provided in connection therewith. There can be no assurances,
however, that the steps taken by Huntington and the Trust's other service
providers will be sufficient to avoid any adverse impact on the Funds. Year 2000
Risk also affects the companies in which the Funds invest, communications and
public utility companies, governmental entities, financial processors and other
companies upon which all investment companies rely.

INVESTMENT RESTRICTIONS

The following investment restrictions are fundamental and may not be
changed without a vote of a majority of the outstanding shares of a Fund.
Accordingly, the Trust will not, on behalf of a Fund:

(1) Invest 25% or more of the value of its total assets in securities of
companies primarily engaged in any one industry (other than the U.S.
Government, its agencies and instrumentalities). Such concentration
may occur as a result of changes in the market value of portfolio
securities, but such concentration may not result from investment.

(2) Loan more than 20% of a Fund's portfolio securities to brokers,
dealers or other financial organizations. All such loans will be
collateralized by cash or U.S. Government obligations that are
maintained at all times in an amount equal to at least 102% of the
current value of the loaned securities.

(3) Invest more than 10% of the value of its total assets in illiquid
securities including restricted securities, repurchase agreements of
over seven days' duration and OTC options.

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<PAGE>

(4) Borrow in excess of 5% of its total assets (borrowings are permitted
only as a temporary measure for extraordinary or emergency purposes)
or pledge (mortgage) its assets as security for an indebtedness.

(5) Purchase or sell real estate or real estate mortgage loans; provided,
however, that the Funds may invest in securities secured by real
estate or interests therein or issued by companies which invest in
real estate or interests therein.

(6) Purchase or sell commodities or commodities contracts, or interests in
oil, gas, or other mineral exploration or development programs
provided, however, that the Funds may invest in futures contracts for
bona fide hedging transactions, as defined in the General Regulations
under the Commodity Exchange Act, or for other transactions permitted
to entities exempt from the definition of the term commodity pool
operator, as long as, immediately after entering a futures contract no
more than 5% of the fair market value of a Fund's assets would be
committed to initial margins.

(7) Engage in the business of underwriting securities issued by others or
purchase securities, other than time deposits and restricted
securities (i.e., securities which cannot be sold without registration
or an exemption from registration), subject to legal or contractual
restrictions on disposition.

(8) Make loans to any person or firm except as provided below; provided,
however, that the making of a loan shall not be construed to include
(i) the acquisition for investment of bonds, debentures, notes or
other evidences of indebtedness of any corporation or government which
are publicly distributed or of a type customarily purchased by
institutional investors (which are debt securities, generally rated
not less than A by Moody's or S&P, or the equivalent, privately issued
and purchased by such entities as banks, insurance companies and
investment companies), or (ii) the entry into repurchase agreements.
However, each of the Funds may lend its portfolio securities to
brokers, dealers or other institutional investors deemed by Huntington
pursuant to criteria adopted by the Trustees, to be creditworthy if,
as a result thereof, the aggregate value of all securities loaned does
not exceed 20% of the value of total assets and the loan is
collateralized by cash or U.S. Government obligations that are
maintained at all times in an amount equal to at least 102% of the
current market value of the loaned securities. Such transactions will
comply with all applicable laws and regulations.

(9) Issue senior securities.

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<PAGE>

All percentage limitations on investments will apply at the time of the
making of an investment and should not be considered violated unless an excess
or deficiency occurs or exists immediately after and as a result of such
investment.

Portfolio Turnover

The portfolio turnover rate of a Fund is defined by the Securities and
Exchange Commission as the ratio of the lesser of annual sales or purchases to
the monthly average value of the portfolio, excluding from both the numerator
and the denominator securities with maturities at the time of acquisition of one
year or less. Portfolio turnover generally involves some expense to a Fund,
including brokerage commissions or dealer mark-ups and other transactions costs
on the sale of securities and reinvestment in other securities.

Portfolio turnover rates for each of the Growth Fund and the Income Equity
Fund are estimated to be less than ____% per year.

MANAGEMENT OF THE TRUST

Trustees and Officers

The Trustees of the Trust are responsible for generally overseeing the
conduct of each Fund's business in accordance with the laws of the state of
Massachusetts. Trustees and officers of the Trust and their principal
occupations during the past five years are as set forth below.

Position(s)
Held With Principal Occupation(s)
Name, Age and Address The Trust During Past Five Years
- --------------------- --------- -----------------------

David S. Schoedinger Trustee Chairman of the Board,
229 East State Street Schoedinger Funeral
Columbus, Ohio Service; President
Birth date: November 27, 1942 Schoedinger Financial
Services, Inc.; Past
President, Board of
Directors of National
Selected (1992-1993).

John M. Shary Trustee and Retired; Formerly:
3097 Walden Ravine Chairman of the Member, Business
Columbus, Ohio 43321 Board Advisory Board, DPEC-Data
Birth date: November 30, 1930 Processing Education
Corp. (1993-1996);
Member, Business Advisory
Board, Hublink, Inc.
(1993-1997); Member,
Business Advisory

21
<PAGE>

Position(s)
Held With Principal Occupation(s)
Name, Age and Address The Trust During Past Five Years
- --------------------- --------- -----------------------

Board, Miratel
Corporation (1993- 1995);
Member, Board of
Directors, Applied
Information Technology
Research Center (1987-
1990); Member, Board of
Directors, AIT (1987-
1990); Chief Financial
Officer of OCLC Online
Computer Library Center,
Inc. (1978-1992).

William R. Wise Trustee Retired; Formerly,
613 Valley Forge Court Corporate Director of
Westerville, Ohio Financial Services and
Birth date: October 20, 1931 Treasurer, Children's
Hospital, Columbus, Ohio;
Associate Executive
Director and Treasurer,
Children's Hospital,
Columbus, Ohio (1985-
1989).

Mark Nagle President and Vice President, Fund
One Freedom Valley Road Chief Executive Accounting and
Oaks, Pennsylvania 19456 Officer Administration of SEI
Birth date: October 20, 1959 Fund Resources since
1996; BISYS Fund Services
from 1995 to 1996; Senior
Vice President, Fidelity
Investments from 1981-
1995.

Robert DellaCroce Treasurer, Director, Funds
One Freedom Valley Road Controller and Administration and
Oaks, Pennsylvania 19456 Chief Financial Accounting of SEI since
Birth date: December 17, 1963 Officer 1994. Senior Audit
Manager, Arthur Anderson
LLP, from 1986 to 1994.

James R. Foggo Vice President Vice President and
One Freedom Valley Road and Secretary Assistant Secretary of
Oaks, Pennsylvania 19456 SEI since 1998;
Birth date: June 30, 1964 Associate, Paul, Weiss,
Rifkind, Wharton &
Garrison (1998);
Associate, Baker &
McKenzie (1995-1998);
Associate, Battle Fowler
L.L.P. (1993-1998).

Kathy Heilig Vice President Treasurer of SEI
One Freedom Valley Road and Assistant Investments Company since
Oaks, Pennsylvania 19456 Secretary 1997; Assistant
Birth date: December 21, 1958 Controller of SEI
Investments Company since
1995; Vice President of
SEI Investments Company
since 1991.

Todd Cipperman Vice President Vice President and
One Freedom Valley Road and Assistant Assistant Secretary of
Oaks, Pennsylvania 19456 Secretary SEI Corporation since
Birth date: February 14, 1966 1995; Associate attorney
with Dewey Ballantine
(1994-1995); Associate
attorney with Winston &
Strawn (1991-1994).

Kevin P. Robbins Vice President Senior Vice President,
and General

22
<PAGE>

Position(s)
Held With Principal Occupation(s)
Name, Age and Address The Trust During Past Five Years
- --------------------- --------- -----------------------
One Freedom Valley Road Assistant Counsel and Secretary of
Oaks, Pennsylvania 19456 Secretary SEI Corporation since
Birth date: April 15, 1961 1994. Vice President and
Assistant Secretary
(1992-1994); Associate
attorney with Morgan,
Lewis & Bockius (1988-
1992).

Trustee Compensation

During the year ended December 31, 1998, prior to the commencement of the
Trust's operations, the Trustees received the following total compensation from
the Huntington Funds, a separate investment company advised by Huntington, for
their services as Trustees with respect to those Funds:

Name and Position Compensation
----------------- ------------

David S. Schoedinger, Trustee $ 12,500
John M. Shary, Trustee and Chairman $ 16,500
William R. Wise, Trustee $ 12,500

There are no pension or retirement plans or programs in effect for Trustees
of the Trust. No officers of the Trust or of any other Fund receive compensation
from the Trust or the Funds as officers or employees of the Trust of any such
Fund.

The Declaration of Trust of the Trust provides that the Trust will, to the
fullest extent permitted by law, indemnify its Trustees and officers against all
liabilities and against all expenses reasonably incurred in connection with any
claim, action, suit or proceeding in which they may be involved because of their
offices with the Trust, except if it is determined in the manner specified in
the Declaration of Trust that they have not acted in good faith in the
reasonable belief that their actions were in the best interests of the Trust or
that such indemnification would relieve any officer or Trustee of any liability
to the Trust or its shareholders by reason of willful misfeasance, bad faith,
gross negligence, or reckless disregard of his or her duties. The Trust, at its
expense, may provide liability insurance for the benefit of its Trustees and
officers.

Investment Adviser

Huntington National Bank is the investment adviser to each of the Funds of
the Trust. It is an indirect, wholly-owned subsidiary of Huntington Bancshares
Incorporated ("HBI") and is deemed to be controlled by HBI. With $___ billion in
assets as of September 30, 1999, HBI is a major Midwest regional bank holding
company. Through its subsidiaries and affiliates, HBI offers a full range of
services to the public, including: commercial lending, depository services, cash
management, brokerage services, retail banking, international services, mortgage
banking, investment advisory services and trust services.

Under the investment advisory agreement between the Trust and Huntington
(the "Investment Advisory Agreement"), Huntington, at its expense, furnishes a
continuous an investment program for the Funds and makes investment decisions on
their behalf, all subject to such policies as the Trustees may determine.
Investment decisions are subject to the provisions of the Trust's Declaration of
Trust and

23
<PAGE>

By-laws, and of the 1940 Act. In addition, Huntington makes decisions consistent
with a Fund's investment objectives, policies, and restrictions, and such
policies and instructions as the Trustees may, from time to time, establish.

Each of the Funds pays advisory fees to Huntington based on a percentages
of its average daily net assets as specified in the Investment Advisory
Agreement and described in the Prospectus.

The Investment Advisory Agreement provides that Huntington shall not be
subject to any liability for any error of judgment or mistake of law or for any
loss suffered by the Trust in connection with the matters to which the
Investment Advisory Agreement relates, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties on the part of Huntington.

The Investment Advisory Agreement may be terminated without penalty with
respect to any Fund at any time by the vote of the Trustees or by the
shareholders of that Fund upon 60 days' written notice, or by Huntington on 90
days' written notice. The Investment Advisory Agreement may be amended only by a
vote of the shareholders of the affected Fund(s). The Agreement also terminates
without payment of any penalty in the event of its assignment. The Investment
Advisory Agreement provides that it will continue in effect from year to year
only so long as such continuance is approved at least annually with respect to
each Fund by the vote of either the Trustees or the shareholders of the Fund,
and, in either case, by a majority of the Trustees who are not "interested
persons" of Huntington.

From time to time, the Adviser may use a portion of its investment advisory
fee to pay for certain administrative services provided by financial
institutions on shares of the Funds.

Glass-Steagall Act

In 1971, the United States Supreme Court held in Investment Company
Institute v. Camp that the federal statute commonly referred to as the Glass-
Steagall Act prohibits a national bank from operating a mutual fund for the
collective investment of managing agency accounts. Subsequently, the Board of
Governors of the Federal Reserve System (the "Board") issued a regulation and
interpretation to the effect that the Glass-Steagall Act and such decision: (a)
forbid a bank holding company registered under the Federal Bank Holding Company
Act of 1956 (the "Holding Company Act") or any non-bank affiliate thereof from
sponsoring, organizing, or controlling a registered, open-end investment company
continuously engaged in the issuance of its shares, but (b) do not prohibit such
a holding company or affiliate from acting as investment adviser, transfer
agent, and custodian to such an investment company. In 1981, the United States
Supreme Court held in Board of Governors of the Federal Reserve System v.
Investment Company Institute that the Board did not exceed its authority under
the Holding Company Act when it adopted its regulation and interpretation
authorizing bank holding companies and their non-bank affiliates to act as
investment advisers to registered closed-end investment companies. In the Board
of Governors case, the Supreme Court also stated that if a national bank
complies with the restrictions imposed by the Board in its regulation and
interpretation authorizing bank holding companies and their non-bank affiliates
to act as investment advisers to investment companies, a national bank
performing investment advisory services for an investment company would not
violate the Glass-Steagall Act.

Huntington believes that it possesses the legal authority to perform the
services for the Trust contemplated by the Investment Advisory Agreement. Future
changes in either federal or state statutes and regulations relating to the
permissible activities of banks or bank holding companies and the subsidiaries
or affiliates of those entities, as well as further judicial or administrative
decisions or interpretations of present and future statutes and regulations
could prevent or restrict Huntington from

24
<PAGE>

continuing to perform such services for the Trust. Depending upon the nature of
any changes in the services which could be provided by Huntington, the Board of
Trustees of the Trust would review the Trust's relationship with Huntington and
consider taking all action necessary in the circumstances.

Should further legislative, judicial, or administrative action prohibit or
restrict the activities of Huntington, its affiliates, and its correspondent
banks in connection with customer purchases of shares of the Trust, such banks
might be required to alter materially or discontinue the services offered by
them to customers. It is not anticipated, however, that any change in the Funds'
method of operations would affect their net asset values per share or result in
financial losses to any customer.

State securities laws governing the ability of depository institutions to
act as underwriters or distributors of securities may differ from
interpretations given to the Glass-Steagall Act and, therefore, banks and
financial institutions maybe required to register as dealers pursuant to state
law.

Portfolio Transactions

Huntington may place portfolio transactions with broker-dealers which
furnish, without cost, certain research, statistical, and quotation services of
value to Huntington and its affiliates in advising the Trust and other clients,
provided that they shall always seek best price and execution with respect to
the transactions. Certain investments may be appropriate for the Trust and for
other clients advised by Huntington. Investment decisions for the Trust and
other clients are made with a view to achieving their respective investment
objectives and after consideration of such factors as their current holdings,
availability of cash for investment, and the size of their investments
generally. Frequently, a particular security may be bought or sold for only one
client or in different amounts and at different times for more than one but less
than all clients. Likewise, a particular security may be bought for one or more
clients when one or more other clients are selling the security. In addition,
purchases or sales of the same security may be made for two or more clients of
an investment adviser on the same day. In such event, such transactions will be
allocated among the clients in a manner believed by Huntington to be equitable
to each. In some cases, this procedure could have an adverse effect on the price
or amount of the securities purchased or sold by the Trust. Purchase and sale
orders for the Trust may be combined with those of other clients of Huntington
in the interest of achieving the most favorable net results for the Trust.

As part of its regular banking operations, Huntington may make loans to
public companies. Thus, it may be possible, from time to time, for the Funds to
hold or acquire the securities of issuers which are also lending clients of
Huntington. The lending relationship will not be a factor in the selection of
securities for the Funds.

Brokerage Allocation and Other Practices

Transactions on U.S. stock exchanges and other agency transactions involve
the payment by a Fund of negotiated brokerage commissions. Such commissions vary
among different brokers. Also, a particular broker may charge different
commissions according to such factors as the difficulty and size of the
transaction. Transactions in foreign securities often involve the payment of
fixed brokerage commissions, which are generally higher than those in the United
States. There is generally no stated commission in the case of securities traded
in the over-the-counter markets, but the price paid by a Fund usually includes
an undisclosed dealer commission or mark-up. In underwritten offerings, the
price paid by a Fund includes a disclosed, fixed commission or discount retained
by the underwriter or dealer.

Huntington places all orders for the purchase and sale of portfolio
securities for a Fund and buys and sells securities for a Fund through a
substantial number of brokers and dealers. In so doing, it uses its best efforts
to obtain for a Fund the best price and execution available. In seeking the best
price and

25
<PAGE>

execution, Huntington, having in mind a Fund's best interests, considers all
factors it deems relevant, including, by way of illustration, price, the size of
the transaction, the nature of the market for the security, the amount of the
commission, the timing of the transaction taking into account market prices and
trends, the reputation, experience, and financial stability of the broker-dealer
involved, and the quality of service rendered by the broker-dealer in other
transactions.

It has for many years been a common practice in the investment advisory
business for advisers of investment companies and other institutional investors
to receive research, statistical, and quotation services from broker-dealers
that execute portfolio transactions for the clients of such advisers. Consistent
with this practice, Huntington receives research, statistical, and quotation
services from many broker-dealers with which it places a Fund's portfolio
transactions. These services, which in some cases may also be purchased for
cash, include such matters as general economic and security market reviews,
industry and company reviews, evaluations of securities, and recommendations as
to the purchase and sale of securities. Some of these services are of value to
Huntington and its affiliates in advising various of their clients (including
the Trust), although not all of these services are necessarily useful and of
value in managing the Trust. The fee paid by a Fund to Huntington is not reduced
because Huntington and its affiliates receive such services.

As permitted by Section 28(e) of the Securities Exchange Act of 1934, as
amended, and by the Investment Advisory Agreements, Huntington may cause a Fund
to pay a broker-dealer that provides the brokerage and research services
described above an amount of disclosed commission for effecting a securities
transaction for the Fund in excess of the commission which another broker-dealer
may charge for effecting that transaction. Huntington's authority to cause a
Fund to pay any such greater commissions is also subject to such policies as the
Trustees may adopt from time to time.

Administrator

Huntington is the Administrator of the Trust. Pursuant to its
Administration Agreement, Huntington provides the Trust with administrative
services, regulatory reporting, fund accounting and related portfolio accounting
services, all necessary office space, equipment, personnel, compensation and
facilities for handling the affairs of the Funds and such other services as the
Trustees may, from time to time, reasonably request and Huntington shall, from
time to time, reasonably determine to be necessary to perform its obligations
under the Administration Agreement. In addition, Huntington coordinates with
other service providers and legal counsel to provide other services to the
Trust. For its services, Huntington receives an annual fee, computed daily and
paid monthly, of 0.11% of each Fund's average daily net assets.

The Administration Agreement became effective on ___________, 1999, and
will continue in effect for a period of two years, and thereafter will continue
for successive one year periods, unless terminated by either party on not less
than 60 days' prior written notice. Under certain circumstances, the
Administration Agreement may be terminated on 45 days' prior written notice or
immediately by the Trust without prior notice. The Administration Agreement
provides that Huntington shall not be liable for any error of judgment or
mistake of law or any loss suffered by the Trust in connection with the matters
to which the Administration Agreement relates, except a loss resulting from
willful misfeasance, bad faith, or negligence in the performance of its duties,
or from the disregard by Huntington of its obligations and duties thereunder.

Sub-Administrator

Huntington has entered into a Sub-Administration Agreement with SEI
Administrative pursuant to which SEI Administrative provides certain
administrative services to the Trust. Under this Agreement,

26
<PAGE>

Huntington will pay to SEI Administrative a periodic fee at an annual rate of
0.05% of the average daily net assets of all Funds.

Administrative Services

Pursuant to an Administrative Services Agreement, Hartford Life Insurance
Company ("Hartford") provides certain administrative services to the Trust with
respect to assets of its separate accounts which are invested in the Funds.
These administrative services include: teleservicing support in connection with
the Funds; facilitation of delivery of current prospectuses, reports, notices,
proxies and proxy statements and other information materials; facilitation of
the tabulation of Variable Contract owners' votes in the event of a meeting of
Fund shareholders; providing the information relating to the Variable Contracts
and Share balances under such Variable Contracts to the Trust as may be
reasonably requested; provision of communication support services including
providing information about the Funds and answering questions concerning the
Funds, including questions respecting Variable Contract owners' interests in one
or more Funds; administration of fund transfers, dollar cost averaging, asset
allocation, portfolio rebalancing, earnings sweep, and pre-authorized deposits
and withdrawals involving the Funds; and provision of other services as may be
agreed upon from time to time. Hartford is compensated under the Administrative
Services Agreement at an annual rate of 0.25% of the average daily net assets of
shares of the Funds held by Hartford separate accounts.

Distributor

SEI Investments Distribution Co., whose address is One Freedom Valley Road,
Oaks, Pennsylvania 19456, is the Distributor (principal underwriters) of the
Funds. SEI Distribution is an affiliated person of SEI Administrative, the
Trust's Sub-Administrator. Under a Distribution Agreement with SEI Distribution
the Distributor sells and distributes shares of each of the Funds on a
continuous basis, but is not obligated to sell any specific amount of shares of
any Fund.

The Distribution Agreement may be terminated at any time as to any Fund on
not more than 60 days' notice by vote of a majority of the Trustees who are not
parties to such agreement or "interested persons" of any such party or by the
vote of a majority of the outstanding voting securities of the Fund.

27
<PAGE>

Custodian and Record Keeper

For each of the Funds, Huntington acts as custodian and record keeper. For
an annual fee of 0.056% of each Fund's average daily net assets, Huntington is
generally responsible as custodian for the safekeeping of Fund assets, including
the acceptance or delivery of cash or securities where appropriate, registration
of securities in the appropriate Fund name or the name of a nominee, maintenance
of bank accounts on behalf of the Funds and coordinating with other service
providers in such matters as shareholder taxation or proxy solicitation and the
calculation of net asset value. In addition, Huntington is responsible as record
keeper for the creation and maintenance of all Fund accounting records relating
to custodian activities required by the 1940 Act.

Transfer Agent and Dividend Disbursing Agent

State Street Bank and Trust Company, whose address is Two Heritage Drive,
Quincy, Massachusetts 02171, serves as the transfer agent and dividend
disbursing agent for the Trust.

Independent Auditors

KPMG LLP, whose address is Two Nationwide Plaza, Columbus, Ohio 43215,
serves as the independent auditors for the Trust.

Principal Holders of Securities

As of the date of this SAI, none of the Funds had any shareholders of
record.

SHAREHOLDER RIGHTS

The Trust is an open-end management investment company, whose Declaration
of Trust permits the Trust to offer separate series of shares of beneficial
interest, representing interests in separate portfolios of securities. The
shares in any one portfolio may be offered in two or more separate classes. As
of the date of this SAI, the Trustees have established one class of shares in
the VA Growth Fund and the VA Income Equity Fund.

All shareholders are entitled to one vote for each share held on the record
date for any action requiring a vote by the shareholders, and a proportionate
fractional vote for each fractional share held. Shareholders of the Trust will
vote in the aggregate and not by Fund except as otherwise expressly required by
law or when the Trustees determine that the matter to be voted upon affects only
the interests of the shareholders of a particular Fund.

The rights of shareholders cannot be modified without a majority vote.

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<PAGE>

The Trust is not required to hold annual meetings of shareholders for the
purpose of electing Trustees except that (i) the Trust is required to hold a
shareholders' meeting for the election of Trustees at such time as less than a
majority of the Trustees holding office have been elected by shareholders and
(ii) if, as a result of a vacancy on the Board of Trustees, less than two-thirds
of the Trustees holding office have been elected by the shareholders, that
vacancy may only be filled by a vote of the shareholders. In addition, Trustees
may be removed from office by a written consent signed by the holders of shares
representing two-thirds of the outstanding shares of the Trust at a meeting duly
called for the purpose, which meeting must be held upon written request of not
less than 10% of the outstanding shares of the Trust. Upon written request by
the holders of shares representing 1% of the outstanding shares of the Trust
stating that such shareholders wish to communicate with the other shareholders
for the purpose of obtaining the signatures necessary to demand a meeting to
consider removal of a Trustee, the Trust will provide a list of shareholders or
disseminate appropriate materials (at the expense of the requesting
shareholders). Except as set forth above, the Trustees may continue to hold
office and may appoint successor Trustees.

Under Massachusetts law, shareholders could, under certain circumstances,
beheld personally liable for the obligations of the Trust. However, the
Declaration of Trust disclaims shareholder liability for acts or obligations of
the Trust and requires that notice of such disclaimer be given in each
agreement, obligation, or instrument entered into or executed by the Trust or
the Trustees. The Declaration of Trust provides for indemnification out of a
Fund's property for all loss and expense of any shareholder held personally
liable for the obligations of a Fund. Thus the risk of a shareholder's incurring
financial loss on account of shareholder liability is limited to circumstances
in which the Fund would be unable to meet its obligations.

Shareholder inquiries regarding the Funds should be directed to the Trust
c/o The Huntington National Bank, 41 South High Street, Columbus, Ohio 43215,
Attn: Investor Services.

ADDITIONAL INFORMATION ON PURCHASES, EXCHANGES AND REDEMPTIONS

Shares of the Funds may be purchased, exchanged and redeemed only by
contacting Hartford Life.

In connection with certain redemption or exchange requests, a shareholder
may be required to obtain a signature guarantee for authentication purposes. In
such cases, the signature must be guaranteed by:

. a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the FDIC;

. a member of the New York, American, Midwest, or Pacific Stock
Exchanges;

. a savings bank or savings and loan association whose deposits are
insured by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC; or

. any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.

The Trust does not accept signatures guaranteed by a notary public. In the
future, the Trust may elect to limit eligible signature guarantors to
institutions that are members of a signature guarantee program. The Trust
reserves the right to amend these standards at any time without notice.

Other Purchase Information

29
<PAGE>

Purchases are made at net asset value. If at any time the right to purchase
shares is suspended, although no new purchases may be made, in some
circumstances existing shareholders may be permitted to purchase additional
shares and have dividends reinvested.

Other Exchange Information

Exchanges may only be made between Funds having identical shareholder
registrations. For any other exchanges you must obtain a 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.

Other Redemption Information

If a shareholder wishes to wire redemption proceeds to a bank other than
the one previously designated, redemption may be delayed by as much as seven
days. To change the name of the bank account to which redemption proceeds will
be wired, a shareholder should send a written request (and, if necessary, with a
signature guarantee) to the Trust, c/o Huntington National Bank, 41 South High
Street (HC 1116), Columbus Ohio 43287, Attention: Investor Services.

Proceeds from the redemption of shares purchased by check will not be
available until the check has cleared.

DETERMINATION OF NET ASSET VALUE

Net asset value is calculated as of the close of the New York Stock
Exchange every Monday through Friday except (i) days on which there are not
sufficient changes in the value of a Fund's portfolio securities that its net
asset value might be materially affected; (ii) days during which no shares are
tendered for redemption and no orders to purchase shares are received; (iii) the
following holidays: New Year's Day, Presidents' Day, Good Friday, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, and Christmas Day and (iv) other
civil holidays, such as Veterans' Day and Martin Luther King Day, when the
Federal Reserve Banks or the financial markets are closed.

Each of the Funds relies on one or more pricing services authorized by the
Board of Trustees ("Authorized Pricing Services") to value its securities in
calculating net asset value. Each of the Funds values its securities in
calculating net asset value as follows. Securities traded on a national
securities exchange or quoted on the NASDAQ National Market System are valued at
their last-reported sale price on the principal exchange or reported by NASDAQ
or, if there is no reported sale, and in the case of over-the-counter securities
not included in the NASDAQ National Market System, at a bid price estimated by
an Authorized Pricing Service. For debt securities, including zero-coupon
securities, and foreign securities, an Authorized Pricing Service will be used.

Short-term investments with remaining maturities of 60 days or less at the
time of purchase are valued at amortized cost. Investments in other open-end
investment companies are valued at net asset value.

For securities which cannot be priced by an Authorized Pricing Service, the
Board of Trustees has authorized the Trust's record keeper to seek a good faith
fair value determination from a broker-dealer or

30
<PAGE>

other financial intermediary. In certain circumstances, in accordance with the
Trust's Security Valuation Policy, the record keeper may seek a good faith fair
value determination where an Authorized Pricing Service has provided a price.
The Trust's Security Valuation Policy has also established a Pricing Committee
which will price a security in the event that no price can be obtained from an
Authorized Pricing Service, a broker-dealer or other financial intermediary.

If any securities held by a Fund are restricted as to resale, their fair
value is generally determined as the amount which the Fund could reasonably
expect to realize from an orderly disposition of such securities over a
reasonable period of time. The valuation procedures applied in any specific
instance are likely to vary from case to case. However, consideration is
generally given to the financial position of the issuer and other fundamental
analytical data relating to the investment and to the nature of the restrictions
on disposition of the securities (including any registration expenses that might
be borne by the Fund in connection with such disposition). In addition, specific
factors are also generally considered, such as the cost of the investment, the
market value of any unrestricted securities of the same class (both at the time
of purchase and at the time of valuation), the size of the holding, the prices
of any recent transactions or offers with respect to such securities, and any
available analysts' reports regarding the issuer.

Generally, trading in certain securities (such as foreign securities) is
substantially completed each day at various times prior to the close of the New
York Stock Exchange. The values of these securities used in determining the net
asset value of the Fund's shares are computed as of such times. Also, because of
the amount of time required to collect and process trading information as to
large numbers of securities issues, the values of certain securities (such as
convertible bonds and U.S. Government securities) are determined based on market
quotations collected earlier in the day at the latest practicable time prior to
the close of the Exchange. Occasionally, events affecting the value of such
securities may occur between such times and the close of the Exchange which will
not be reflected in the computation of the Fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value, in the manner described
above.

The proceeds received by each Fund for each issue or sale of its shares,
and all income, earnings, profits, and proceeds thereof, subject only to the
rights of creditors, will be specifically allocated to such Fund, and constitute
the underlying assets of that Fund. The underlying assets of each Fund will be
segregated on the Trust's books of account, and will be charged with the
liabilities in respect of such Fund and with a share of the general liabilities
of the Trust. Expenses with respect to any two or more Funds are to be allocated
in proportion to the net asset values of the respective Funds except where
allocations of direct expenses can otherwise be fairly made.

TAXES

Federal Income Taxation

It is intended that each Fund qualifies each year as a regulated investment
company under Subchapter M of the Code. In order to qualify for the special tax
treatment accorded regulated investment companies and their shareholders, a Fund
must, among other things:

(a) derive at least 90% of its gross income from dividends, interest,
payments with respect to certain securities loans, and gains from the
sale or other disposition of stock, securities and foreign currencies,
or other income (including but not limited to gains from options,
futures, or forward contracts) derived with respect to its business of
investing in such stock, securities, or currencies;

31
<PAGE>

(b) distribute with respect to each taxable year at least 90% of its
"investment company taxable income" (as that term is defined in the
Code) and tax-exempt income (less deductions attributable to that
income) for such year; and

(c) diversify its holdings so that, at the end of each fiscal quarter (i)
at least 50% of the market value of the Fund's assets is represented
by cash or cash items (including receivables), U.S. Government
securities, securities of other regulated investment companies, and
other securities limited in respect of any one issuer to a value not
greater than 5% of the value of the Fund's total assets and 10% of the
outstanding voting securities of such issuer, and (ii) not more than
25% of the value of its assets is invested in the securities (other
than those of the U.S. Government or other regulated investment
companies) of any one issuer or of two or more issuers which the Fund
controls and which are engaged in the same, similar, or related trades
or businesses.

If a Fund qualifies as a regulated investment company that is accorded
special tax treatment, the Fund will not be subject to federal income tax on
income paid to its shareholders in the form of dividends (including capital gain
dividends).

If a Fund fails to qualify as a regulated investment company accorded
special tax treatment in any taxable year, the Fund would be subject to tax on
its income at corporate rates, and could be required to recognize net unrealized
gains and make distributions of any accumulated earnings and profits before
requalifying as a regulated investment company that is accorded special tax
treatment. In addition, all distributions by the Fund would be taxed as if made
by a regular corporation. In such a case, a Fund could not pay exempt-interest
or capital gains dividends. Failure to qualify as a regulated investment company
also could result in the loss of the tax-favored status of variable annuity
contracts based on a segregated asset account which invests in the Funds.

Segregated asset account. Under Code Section 817(h), a segregated asset
account upon which a variable annuity contract or variable life insurance policy
is based must be "adequately diversified." A segregated asset account will be
adequately diversified if it complies with certain diversification tests set
forth in Treasury regulations. If all of the beneficial interests in a regulated
investment company are owned by one or more insurance companies in segregated
asset accounts, then a segregated asset account investing in such investment
company will be entitled to treat its pro rata portion of each asset of the
investment company as an asset for purposes of these diversification tests. Each
of the Funds intends to meet these ownership conditions and to comply with the
diversification tests noted above. Accordingly, a segregated asset account
investing solely in shares of a Fund will be adequately diversified. However,
the failure of a Fund to meet such ownership conditions and to comply with such
diversification test could cause the owners of variable annuity contracts and
variable life insurance policies based on such account to recognize ordinary
income each year in the amount of any net appreciation of such contract or
policy during the year.

Provided that a Fund and a segregated asset account investing in the Fund
satisfy the above requirements, any distributions from the Fund to such account
will be exempt from current federal income taxation to the extent that such
distributions accumulate in a variable annuity contract or variable life
insurance policy. Persons investing in a variable annuity contract or variable
annuity life insurance policy offered by a segregated asset account investing in
a Fund should refer to the prospectus for such contract or policy for further
tax information.

Return of capital distributions. If a Fund makes a distribution in excess
of its current and accumulated "earnings and profits" in any taxable year, the
excess distribution will be treated as a

32
<PAGE>

non-taxable return of capital to the extent of a shareholder's tax basis in his
shares. If the shareholder's basis has been reduced to zero, any additional
return of capital distributions will be taxable as capital gain.

Hedging transactions. Certain investment and hedging activities of a Fund,
including transactions in options, futures contracts, straddles, forward
contracts, foreign currencies, foreign securities, or other similar
transactions, will be subject to special tax rules. In a given case, these rules
may accelerate income to the Fund, defer losses to the Fund, cause adjustments
in the holding periods of the Fund's assets, or convert short-term capital
losses into long-term capital losses. These rules could therefore affect the
amount, timing, and character of the Fund's income and distributions to
shareholders. Income earned as a result of these transactions would, in general,
not be eligible for the dividends received deduction or for treatment as exempt-
interest dividends when distributed to shareholders. Each Fund will endeavor to
make any available elections pertaining to such transactions in a manner
believed to be in the best interests of the Fund. Under the 30% of gross income
test described above (see "Federal Income Taxation"), a Fund will be restricted
in selling assets held or considered under Code rules to have been held for less
than three months, and in engaging in certain hedging transactions (including
hedging transactions in options and futures) that could cause certain Fund
assets to be treated as held for less than three months.

Foreign currency-denominated securities and related hedging transactions. A
Fund's transactions in foreign currency-denominated debt securities, certain
foreign currency options, futures contracts, and forward contracts may give rise
to ordinary income or loss to the extent such income or loss results from
fluctuations in the value of the foreign currency concerned.

Backup Withholding. In general, a Fund is required to withhold 31% of the
taxable dividends and other distributions paid to any shareholder who fails to
furnish the Fund with a correct taxpayer identification number, who has under
reported dividends or interest income, or who fails to certify to the Fund that
he or she is not subject to such withholding.

The foregoing is only a summary of some of the important federal income tax
considerations generally affecting purchases of shares of a Fund. No attempt is
made to present a detailed explanation of the federal income tax treatment of
each Fund or its shareholders, and this discussion is not intended as a
substitute for careful tax planning. Accordingly, investors are urged to consult
their tax advisors with specific reference to their own tax situation.

DIVIDENDS AND DISTRIBUTIONS

Each of the Funds will declare and distribute dividends from net investment
income, if any, and will distribute its net realized capital gains, if any, at
least annually.

PERFORMANCE INFORMATION

From time to time the Trust may advertise the performance of one or more of
the Funds. All data is based on past performance and is not intended to indicate
future results.

Generally, the Funds will advertise average annual total returns. In
accordance with SEC

ERV 1
Average Annual Return= ------ - -1
P n

guidelines, the average annual total return is calculated according to the
following formula:

33
<PAGE>

where p = a hypothetical initial of $1,000; n = number of years; and ERV =
ending redeemable value of the hypothetical $1,000 investment after the
investment period.

In accordance with SEC guidelines, the yield of a Fund is computed by
dividing the net investment income per share earned during the period by the
maximum offering price per share on the last day of the period, according to the
following formula:
a-b /6/
Yield = 2[----- +1) +1]
cd

where a = dividends and interest earned during the period; b = expenses accrued
for the period (net of reimbursements); c = the average daily number of shares
outstanding during the period that were entitled to receive dividends; and d =
the maximum offering price per share on the last day of the period.

FINANCIAL STATEMENTS

As of the date of this SAI, there were no audited financial statements of
the Funds, as they had not yet commenced operations.

34
<PAGE>

APPENDIX--DESCRIPTION OF BOND RATINGS

Standard & Poor's Ratings Group Corporate Bond Rating Definitions

AAA - Debt rated "AAA" has the highest rating assigned by Standard & Poor's
Ratings Group. Capacity to pay interest and repay principal is extremely
strong.

AA - Debt rated "AA" has a very strong capacity to pay interest and repay
principal and differs from the higher rated issues only in small degree.

A - Debt rated "A" has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effect of changes in
circumstances and economic conditions than debt in higher rated categories.

S&P may apply a plus (+) or minus (-) to the above rating classifications to
show relative standing within the classifications.

Moody's Investors Service, Inc. Corporate Bond Rating Definitions

Aaa - Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt edged." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.

Aa - Bonds which are rated Aa are judged to be of high quality by all standards.
Together with the Aaa group they comprise what are generally known as high grade
bonds. They are rated lower than the best bonds because margins of protection
may not be as large as in Aaa securities or fluctuation of protective elements
may be of greater amplitude or there may be other elements present which make
the long term risks appear somewhat larger than in Aaa securities.

A - Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

Duff & Phelps, Inc. Corporate Bond Rating Definitions

AAA - Highest credit quality. The risk factors are negligible, being only
slightly more than for risk-free U.S. Treasury debt.

AA+, AA, AA- - High credit quality protection factors are strong. Risk is
modest but may vary slightly from time to time because of economic conditions.

A+, A, A- - Protection factors are average but adequate. However, risk factors
are more variable and greater in periods of economic stress.

Fitch IBCA Long-Term Rating Definitions

AAA - Obligations for which there is the lowest expectation of credit risk.
Assigned only in case of exceptionally strong capacity for timely payment of
financial commitments. This capacity is highly unlikely to be adversely
affected by foreseeable events.

35
<PAGE>

AA - Obligations for which there is a very low expectation of credit risk. They
indicated very strong capacity for timely payment of financial commitments.
This capacity is not significantly vulnerable to unforeseeable events.

A - Obligations for which there is a low expectation of credit risk. The
capacity for timely repayment of financial commitments is considered strong.
This capacity may, nevertheless, be more vulnerable to change in circumstances
or economic conditions.

Fitch IBCA Short-Term Rating Definitions

F1 - Obligations supported by the highest capacity for timely repayment.

F2 - Obligations supported by a strong capacity for timely repayment. However,
the relative degree of risk is slightly higher than for issues classified as
"A1" and capacity for timely repayment may be susceptible to adverse changes in
business, economic, or financial conditions.

F3 - Obligations supported by an adequate capacity for timely repayment,
although such capacity is more susceptible to adverse changes in business,
economic or financial conditions.

Standard and Poor's Ratings Group Commercial Paper Rating Definitions

A-1 - This designation indicates that the degree of safety regarding timely
payment strong. Those issues determined to have extremely strong safety
characteristics are denoted with a plus (+) sign.

A-2 - Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated "A-1".

Moody's Investors Service, Inc. Commercial Paper Rating Definitions

Prime 1 - Issuers (or supporting institutions) rated Prime-1 (P-1) have a
superior ability for repayment of senior short-term promissory obligations. P-1
repayment capacity will often be evidenced by many of the following
characteristics:

. Leading market positions in well-established industries.

. High rates of return on funds employed.

. Conservative capitalization structure with moderate reliance on debt
and ample asset protection.

. Broad margins in earnings coverage of fixed financial charges and high
internal cash generation.

. Well-established access to a range of financial markets and assured
sources of alternate liquidity.

Prime 2 - Issuers (or supporting institutions) rated Prime-2 (P-2) have a strong
ability for repayment of senior short-term debt obligations. This normally will
be evidenced by many of the characteristics cited above, but to a lesser degree.
Earnings trends and coverage ratios, while sound, may be more subject to

36
<PAGE>

variation. Capitalization characteristics, while still appropriate, may be more
affected by external conditions. Ample alternate liquidity is maintained.

NR indicates the bonds are not currently rated by Moody's or S&P. However,
management considers them to be of good quality.

Duff & Phelps, Inc. Commercial Paper Rating Definitions

Duff 1+ - Highest certainty of timely payment. Short-term liquidity, including
internal operating factors and/or access to alternative sources of funds, is
outstanding, and safety is just below risk-free U.S. Treasury short-term
obligations.

Duff 1 - Very high certainty of timely payment. Liquidity factors are excellent
and supported by good fundamental protection factors. Risk factors are minor.
Duff 1-High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection factors. Risk factors are very small.

Duff 2-Good certainty of timely payment Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.

Fitch IBCA Commercial Paper Rating Definitions

F-1 - Issues assigned this rating are regarded as having the highest capacity
for timely payment.

F-2 - Issues assigned this rating reflect a strong capacity for timely payment.
However, the relative degree of risk is slightly higher than for issues
classified as "A1" and capacity for repayment may be susceptible to adverse
changes in business, economics, or financial conditions.

F-3 - Issues assigned this rating have an adequate capacity for timely payment.
Such capacity is more susceptible to adverse changes in business, economic or
financial conditions.

37
<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

(a) (1) Declaration of Trust of the Registrant
(2) Certificate of Designation
(b) By-Laws of the Registrant
(c) See Declaration of Trust and By-Laws
(d) Form of Investment Advisory Agreement, between the Registrant and The
Huntington National Bank, relating to the VA Growth Fund and VA Income
Equity Fund
(e) Form of Distribution Agreement, between the Registrant and SEI Investments
Distribution Co.
(f) Not applicable
(g) Form of Custodian Agreement, between the Registrant and The Huntington
National Bank
(h) (1) Form of Transfer Agency and Service Agreement, between the Registrant
and State Street Bank and Trust Company
(2) Form of Administration Agreement, between the Registrant and The
Huntington National Bank
(3) Form of Sub-Administration Agreement, between SEI Fund Resources and
The Huntington National Bank
(4) Form of Administrative Services Agreement between the Registrant and
Hartford Life Insurance Company
(i) Opinion and Consent of Ropes & Gray as to legality of shares being
registered
(j) Consent of KPMG LLP
(k) Not applicable
(l) Form of Purchase Agreement
(m) Not applicable
(n) Not applicable
(o) Not applicable
(z) (1) Power of Attorney for David S. Schoedinger
(2) Power of Attorney for John M. Shary
(3) Power of Attorney for William R. Wise

Item 24. Persons Controlled by or Under Common Control with Registrant

None.

C-1
<PAGE>

Item 25. Indemnification

Indemnification of Registrant's Trustees and officers is provided by
Section 4.3 of Registrant's Declaration of Trust, which is incorporated by
reference as Exhibit (a), to the fullest extent permitted by law, against all
liability and against all expenses reasonably incurred or paid in connection
with any claim, action, suit or proceeding in which any Trustee or officer
became involved as a party or otherwise by virtue of his or her being or having
been a Trustee or officer and against amounts paid or incurred in the settlement
thereof. Indemnification of Registrant's distributor, custodian and transfer
agent against certain losses is provided for, respectively, in the Distribution
Agreement, the Custodian Contract, and the Transfer Agency Agreement. The
Registrant has obtained from a major insurance carrier a directors' and
officers' liability policy covering certain types of errors and omissions. In
no event will the Registrant indemnify any of its directors, officers, employees
or agents against any liability to which such person would otherwise be subject
by reason of his willful misfeasance, bad faith or gross negligence in the
performance of his duties, or by reason of his reckless disregard of the duties
involved in the conduct of his office or under his agreement with the
Registrant. Registrant will comply with Rule 484 under the Securities Act of
1933 and Release 11330 under the Investment Company Act of 1940 in connection
with any indemnification. Insofar as indemnification for liability arising
under the Securities Act of 1933, as amended (the "Act") may be permitted to
trustees, officers and controlling persons of Registrant pursuant to the
foregoing provisions, or otherwise, Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a trustee,
officer or controlling person of Registrant in the successful defense of any
action, suit or proceeding) is asserted by such trustee, officer or controlling
person in connection with the securities being registered, 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 issue.

Item 26. Business and Other Connections of the Investment Adviser

The Adviser. Huntington National Bank ("Huntington") serves as investment
adviser to the Registrant. Huntington is a wholly-owned subsidiary of
Huntington Bancshares Incorporated ("Bancshares"). Huntington conducts a
variety of trust activities. To the knowledge of Registrant, none of the
directors or executive officers of Huntington, except those set forth below, is
or has been at any time during the past two fiscal years engaged in any other
business, profession, vocation or employment of a substantial nature, except
that certain directors and executive officers also hold various positions with
and engage in business for Bancshares. Set

C-2
<PAGE>

forth below are the names and principal businesses of the directors and
executive officers of Huntington.

Name of Principal Business(es) During
Officers and Directors of Huntington at Least the Last Two Fiscal Years
- ------------------------------------ -------------------------------------------------
<S> <C>
Friedrich K.M. Bohm....................... Managing Partner and Chief Executive Officer, NBBJ
East Limited Partnership

Douglas G. Borror......................... President and Chief Executive Officer, Dominion
Corporation

Richard A. Cheap.......................... Executive Vice President, General Counsel,
Secretary and Cashier, Huntington

Maurice A. Cox, Jr........................ Chief Executive Officer, The Ohio Partners, LLC

Peter H. Edwards.......................... Chairman, Edwards Companies

Douglas E. Fairbanks...................... Retired Vice President, Ameritech

Judith D. Fisher.......................... Executive Vice President, Huntington

Ralph K. Frasier.......................... Retired

Peter E. Geier............................ President and Chief Operating Officer, Huntington

John B. Gerlach, Jr....................... Chairman, President and Chief Executive Officer,
Lancaster Colony Corporation

Elaine H. Hairston........................ Chancellor, Ohio Board of Regents

Edgar W. Ingram III....................... Chairman, President and Chief Executive Officer,
White Castle Systems, Inc.

Pete A. Klisares.......................... President and Chief Operating Officer, Karrington,
Inc.; Executive Vice President, Worthington
Industries, Inc.

William M. Osborne, Jr.................... Secretary, Riley Gear Corp.

Robert W. Rahal........................... President and Chief Executive Officer, Team Rahal,
Inc.

John B. Schultze.......................... Chairman, President and Chief Executive Officer,
The Lamson & Sessions Co.

Ronald J. Seiffert........................ Director and Vice Chairman, Huntington
</TABLE>

C-3
<PAGE>

<TABLE>
<CAPTION>
Name of Principal Business(es) During
Officers and Directors of Huntington at Least the Last Two Fiscal Years
- ------------------------------------ ----------------------------------
<S> <C>
J. Richard Sisson......................... Senior Vice President and Provost, The Ohio State
University

Rodney Wasserstrom........................ President and Chief Executive Officer, The
Wasserstrom Company

William J. Williams....................... Retired Chairman, Huntington

William S. Williams....................... Vice Chairman and Chief Executive Officer, The
W.W. Williams Co., Inc.

Frank Wobst............................... Chairman, President and Chief Executive Officer,
Bancshares

Helen K. Wright........................... Investor
</TABLE>

Item 27. Principal Underwriters

(a) Furnish the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing securities of the
Registrant also acts as a principal underwriter, distributor or investment
adviser:

SEI Investments Distribution Co. ("SEI") is the Distributor of the
Registrant's shares. SEI also acts as distributor for the following other
investment companies:

The Achievement Funds Trust
The Advisors' Inner Circle Fund
Alpha Select Funds
The Arbor Fund
ARK Funds
Armada Funds
Bishop Street Funds
Boston 1784 Funds(R)
CrestFunds, Inc.
CUFUND
The Expedition Funds
First American Funds, Inc.
First American Investment Funds, Inc.
First American Strategy Funds, Inc.
The Huntington Funds
HighMark Funds

C-4
<PAGE>

Morgan Grenfell Investment Trust
The Nevis Fund, Inc.
Oak Associates Funds
The Parkstone Group of Funds
The PBHG Funds, Inc.
PBHG Insurance Series Fund, Inc.
The Pillar Funds
SEI Asset Allocation Trust
SEI Daily Income Trust
SEI Index Funds
SEI Institutional Investments Trust
SEI Institutional Managed Trust
SEI Institutional International Trust
SEI Liquid Asset Trust
SEI Tax Exempt Trust
STI Classic Funds
STI Classic Variable Trust
TIP Funds

SEI provides numerous financial services to investment managers, pension plan
sponsors and bank trust departments. These services include portfolio
evaluation, performance measurement and consulting services and automated
execution, clearing and settlement of securities transactions.

(b) Unless otherwise noted, the business address of each director or officer is
One Freedom Valley Road, Oaks, Pennsylvania 19456:

Position and Office Position and Office
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director and Chairman of the None
Board of Directors

Henry H. Greer Director None

Carmen V. Romeo Director None

Mark J. Held President and COO None

Gilbert L. Beebower Executive Vice President None

Richard B. Lieb Executive Vice President None

Dennis J. McGonigle Executive Vice President None

Robert M. Silvestri CFO and Treasurer None
</TABLE>

C-5
<PAGE>

<TABLE>
<CAPTION>
Position and Office Position and Office
Name with Underwriter with Registrant
- ---- ------------------- --------------------
<S> <C> <C>
Leo J. Dolan, Jr. Senior Vice President None

Carl A. Guarino Senior Vice President None

Larry Hutchison Senior Vice President None

Jack May Senior Vice President None

Hartland J. McKeown Senior Vice President None

Barbara J. Moore Senior Vice President None

Kevin P. Robins Senior Vice President and Vice President and
General Counsel Assistant Secretary

Patrick K. Walsh Senior Vice President None

Robert Aller Vice President None

Gordon W. Carpenter Vice President None

Todd Cipperman Vice President and Vice President and
Assistant Secretary Assistant Secretary

Robert Crudup Vice President and None
Managing Director

Courtney E. Collier Vice President and None
Assistant Secretary

Robert DellaCroce Vice President Treasurer, Controller and
Chief Financial Officer

Barbara Doyne Vice President None

Jeff Drennen Vice President None

Vic Galef Vice President and None
Managing Director

Lydia A. Gavalis Vice President and None
Assistant Secretary

Greg Gettinger Vice President and None
Assistant Secretary

Kathy Heilig Vice President Vice President and
Assistant Secretary
</TABLE>

C-6
<PAGE>

Position and Office Position and Office
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Jeff Jacobs Vice President None

Samuel King Vice President None

Kim Kirk Vice President and None
Managing Director

John Krzeminski Vice President and None
Managing Director

Carolyn McLaurin Vice President and None
Managing Director

W. Kelso Morrill Vice President None

Mark Nagle Vice President President and Chief
Executive Officer

Joanne Nelson Vice President None

Joseph O'Donnell Vice President and Vice President and Secretary
Assistant Secretary

Sandra K. Orlow Vice President and Vice President and
Secretary Assistant Secretary

Cynthia M. Parish Vice President and Assistant None
Secretary

Kim Rainey Vice President None

Rob Redican Vice President None

Maria Rinehart Vice President None

Mark Samuels Vice President and None
Managing Director

Steve Smith Vice President None

Daniel Spaventa Vice President None

Kathryn L. Stanton Vice President and None
Assistant Secretary

Lynda J. Striegel Vice President and None
Assistant Secretary

Lori L. White Vice President and None
Assistant Secretary
</TABLE>

C-7
<PAGE>

<TABLE>
<CAPTION>
Position and Office Position and Office
Name with Underwriter with Registrant
- ---- ---------------- ---------------
<S> <C> <C>
Assistant Secretary

Wayne M. Withrow Vice President and None
Managing Director
</TABLE>

Item 28. Location of Accounts and Records

All accounts and records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated
thereunder are maintained at one of the following locations:
<TABLE>

<S> <C>
SEI Investments Distribution Co. One Freedom Valley Road
(Distributor and Sub-Administrator) Oaks, PA 19456

Huntington National Bank Huntington Center
(Adviser, Administrator, Custodian and 41 South High Street
Portfolio Recordkeeper) Columbus, OH 43287

State Street Bank and Trust Two Heritage Drive
Company (Transfer Agent and Quincy, MA 02171
Dividend Disbursing Agent)
</TABLE>

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended and
the Investment Company Act of 1940, as amended, the Registrant has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Oaks, Commonwealth of Pennsylvania, on
the 21st day of July, 1999.

HUNTINGTON VA FUNDS

By: /s/ MARK NAGLE
-----------------------
Mark Nagle, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
to its Registration Statement has been signed below by the following person in
the capacity and on the date indicated:

NAME TITLE DATE

<S> <C> <C>
/s/ Mark Nagle President and Chief Executive July 21, 1999
- ------------------------------- Officer
Mark Nagle

/s/ Robert DellaCroce Controller, Treasurer and July 21, 1999
- ------------------------------- Chief Financial Officer
Robert DellaCroce

* Trustee July 21, 1999
- -------------------------------
David S. Schoedinger

* Trustee July 21, 1999
- -------------------------------
William R. Wise

* Trustee July 21, 1999
- -------------------------------
John M. Shary

*Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney filed herewith.

By: /s/ Mark Nagle July 21, 1999
-------------------
Mark Nagle
Attorney-In-Fact
</TABLE>
C-9
<PAGE>

EXHIBIT INDEX

(a) (1) Declaration of Trust
(2) Certificate of Designation
(b) By-Laws
(d) Form of Investment Advisory Agreement
(e) Form of Distribution Agreement
(g) Form of Custodian Agreement
(h) (1) Form of Transfer Agency and Service Agreement
(2) Form of Administration Agreement
(3) Form of Sub-Administration Agreement
(4) Form of Administrative Services Agreement
(i) Opinion and Consent of Ropes & Gray as to legality of shares being
registered
(j) Consent of KPMG LLP
(l) Form of Purchase Agreement
(z) (1) Power of Attorney for David S. Schoedinger
(2) Power of Attorney for John M. Shary
(3) Power of Attorney for William R. Wise

C-10

<PAGE>

Exhibit (a) (1)

HUNTINGTON VA FUNDS

DECLARATION OF TRUST

DATED JUNE 30, 1999
<PAGE>

HUNTINGTON VA FUNDS

DECLARATION OF TRUST

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
<S> <C>
ARTICLE I NAME, REGISTERED AGENT AND DEFINITIONS................................................................. 1
Section 1.1. Name.................................................................................. 1
Section 1.2. Registered Agent...................................................................... 1
Section 1.3. Definitions........................................................................... 1

ARTICLE II TRUSTEES.............................................................................................. 3
Section 2.1. General Powers........................................................................ 3
Section 2.2. Investments........................................................................... 4
Section 2.3. Legal Title........................................................................... 5
Section 2.4. Issuance and Repurchase of Shares..................................................... 6
Section 2.5. Delegation; Committees................................................................ 6
Section 2.6. Collection and Payment................................................................ 6
Section 2.7. Expenses.............................................................................. 6
Section 2.8. Manner of Acting; By-Laws............................................................. 6
Section 2.9. Miscellaneous Powers.................................................................. 7
Section 2.10. Principal Transactions................................................................ 7
Section 2.11. Number of Trustees.................................................................... 8
Section 2.12. Election and Term..................................................................... 8
Section 2.13. Resignation and Removal............................................................... 8
Section 2.14. Vacancies............................................................................. 8
Section 2.15. Delegation of Power................................................................... 9

ARTICLE III CONTRACTS............................................................................................ 9
Section 3.1. Underwriting Contract................................................................. 9
Section 3.2. Advisory or Management Contract....................................................... 9
Section 3.3. Transfer Agency and Administrative Contracts.......................................... 10
Section 3.4. Affiliations of Trustees or Officers, Etc............................................. 10
Section 3.5. Compliance with 1940 Act.............................................................. 10

ARTICLE IV LIMITATIONS OF LIABILITY OF SHAREHOLDERS,TRUSTEES AND OTHERS.......................................... 11
Section 4.1. No Personal Liability of Shareholders, Trustees, Etc.................................. 11
Section 4.2. Non-Liability of Trustees, Etc........................................................ 11
Section 4.3. Mandatory Indemnification............................................................. 11
</TABLE>

-i-
<PAGE>

<TABLE>
<S> <C>
Section 4.4. No Bond Required of Trustees.......................................................... 13
Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc............................ 13
Section 4.6. Reliance on Experts, Etc.............................................................. 14

ARTICLE V SHARES OF BENEFICIAL INTEREST.......................................................................... 14
Section 5.1. Beneficial Interest................................................................... 14
Section 5.2. Rights of Shareholders................................................................ 14
Section 5.3. Trust Only............................................................................ 14
Section 5.4. Issuance of Shares.................................................................... 15
Section 5.5. Register of Shares.................................................................... 15
Section 5.6. Transfer of Shares.................................................................... 15
Section 5.7. Notices............................................................................... 16
Section 5.8. Treasury Shares....................................................................... 16
Section 5.9. Voting Powers......................................................................... 16
Section 5.10. Meetings of Shareholders.............................................................. 17
Section 5.11. Establishment and Designation of Series or Class...................................... 17

ARTICLE VI REDEMPTION AND REPURCHASE OF SHARES................................................................... 19
Section 6.1. Redemption of Shares.................................................................. 19
Section 6.2. Price................................................................................. 20
Section 6.3. Payment............................................................................... 20
Section 6.4. Effect of Suspension of Determination of Net Asset Value.............................. 20
Section 6.5. Repurchase by Agreement............................................................... 20
Section 6.6. Redemption of Shareholder's Interest.................................................. 20
Section 6.7. Redemption of Shares in Order to Qualify as Regulated Investment Company; Disclosure
of Holding........................................................................... 21
Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net Asset Value Formula........ 21
Section 6.9. Suspension of Right of Redemption..................................................... 21

ARTICLE VII DETERMINATION OF NET ASSET VALUE AND DISTRIBUTIONS................................................... 22
Section 7.1. Net Asset Value....................................................................... 22
Section 7.2. Distributions to Shareholders......................................................... 23
Section 7.3. Power to Modify Foregoing Procedures.................................................. 23

ARTICLE VIII DURATION, TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC............................................. 24
Section 8.1. Duration.............................................................................. 24
Section 8.2. Termination of Trust or Series or Class............................................... 24
Section 8.3. Amendment Procedure................................................................... 25
Section 8.4. Merger, Consolidation and Sale of Assets.............................................. 26
Section 8.5. Incorporation; Reorganization......................................................... 26

ARTICLE IX REPORTS TO SHAREHOLDERS............................................................................... 27
</TABLE>

-ii-
<PAGE>

<TABLE>
<S> <C>
ARTICLE X MISCELLANEOUS.......................................................................................... 27
Section 10.1. Filing................................................................................ 27
Section 10.2. Governing Law......................................................................... 27
Section 10.3. Counterparts.......................................................................... 27
Section 10.4. Reliance by Third Parties............................................................. 27
Section 10.5. Provisions in Conflict with Law or Regulations........................................ 28
Section 10.6. Use of the "Huntington"Name........................................................... 28
</TABLE>

-iii-
<PAGE>

DECLARATION OF TRUST
OF HUNTINGTON VA FUNDS

THIS DECLARATION OF TRUST is made as of June 30, 1999 by John M. Shary,
3097 Walden Ravines, Columbus, Ohio 43221, William R. Wise, 613 Valley Forge
Court, Westerville, Ohio 43081 and David S. Schoedinger, 229 East State Street,
Columbus, Ohio 43215 (together with all other persons from time to time duly
elected, qualified and serving as Trustees in accordance with the provisions of
Article II, the "Trustees");

WHEREAS, the Trustees desire to establish a trust under the laws of
Massachusetts for the investment and reinvestment of funds contributed to the
trust; and

WHEREAS, the Trustees desire that the beneficial interest in the trust
assets be divided into transferable shares of beneficial interest, as provided
in this Declaration;

NOW, THEREFORE, the Trustees declare that all money, securities and other
assets contributed to the Trust, or any Series or Class (each as defined below),
shall be held, managed and disposed of in trust for the pro rata benefit of the
holders from time to time of the shares of beneficial interest of this Trust, or
any such Series or Class, which shares shall be issued in accordance with this
Declaration and subject to its provisions.

ARTICLE I
NAME, REGISTERED AGENT AND DEFINITIONS

Section 1.1. Name. The name of the Trust is "Huntington VA Funds," and the
Trustees shall conduct the business of the Trust under that name or any other
name as they may from time to time adopt pursuant to Section 8.3(a).

Section 1.2. Registered Agent. The registered agent of the Trust for
service of process within the Commonwealth of Massachusetts shall be: C.T.
Corporation System, 2 Oliver Street, Boston, Massachusetts 02109.

Section 1.3. Definitions. The following terms have the following
respective meanings:

(a) "Administrator" means the party or parties to provide administrative
services to the Trust pursuant to an administrative services contract authorized
under Section 3.3.

(b) "By-Laws" means the By-Laws referred to in Section 2.8, as amended
from time to time.

(d) The terms "Commission," "Interested Person" and "Majority Shareholder
Vote" (the vote of a majority of the outstanding voting securities referenced in
the definition of a "voting security" contained in the 1940 Act) have the
meanings given them in the 1940 Act.

(e) "Custodian" means any Person other than the Trust who has custody of
any Trust Property as required by Section 17(f) of the 1940 Act, but does not
include a system for the central handling of securities described in Section
17(f) of the 1940 Act.

(f) "Declaration" means this Declaration of Trust as amended from time to
time. Reference in this Declaration of Trust to the "Declaration," shall be
deemed to refer to this Declaration, rather than exclusively to the article or
section in which such words appear.

(g) "Distributor" means the party or parties to provide distribution
services to the Trust pursuant to a contract or contracts authorized under
Section 3.1.

(h) "His" shall include the feminine and neuter, as well as the masculine,
genders.

(i) "Investment Adviser" means the party or parties to provide investment
advisory and management services to the Trust pursuant to a contract or
contracts authorized under Section 3.2.

(j) "Municipal Bonds" means obligations issued by or on behalf of states,
territories and of the United States and the District of Columbia and their
political subdivisions, agencies and instrumentalities, the interest from which
is exempt from federal income tax.

(k) "Net Asset Value" means the net asset value of each Series and each
Class determined in the manner provided in Section 7.1.

(l) "1940 Act" means the Investment Company Act of 1940, as amended from
time to time, and the rules, regulations and interpretations promulgated
thereunder.

(m) "Outstanding Shares" means those Shares of each Series and each Class,
if any, shown from time to time on the books of the Trust or of its Transfer
Agent as then issued and outstanding, but shall not include Shares which have
been redeemed or repurchased by the Trust and which are at the time held in the
treasury of the Trust.

(n) "Person" means and includes individuals, corporations, partnerships,
trusts, associations, joint ventures and other entities, whether or not legal
entities, and governments and agencies and political subdivisions thereof.

(o) "Series" means any series of Shares of the Trust established in
accordance with the provisions of Section 5.11.
<PAGE>

(p) "Shareholder" means a record owner of Outstanding Shares.

(q) "Shares" means the equal proportionate transferable units of interest
into which the beneficial interest in the Trust shall be divided from time to
time, or, if more than one Series or Class is authorized by the Trustees
pursuant to Section 5.11, the equal proportionate transferable units into which
each Series or Class shall be divided from time to time, including fractions of
Shares as well as whole Shares.

(r) "Transfer Agent" means any Person other than the Trust who maintains
the Shareholder records of the Trust, such as the list of Shareholders, the
number of Shares credited to each account, and the like pursuant to a transfer
agency contract authorized under Section 3.3.

(s) "Trust" means Huntington VA Funds, as established by this Declaration.
Reference to the Trust, when applicable to one or more Series, shall refer to
any such Series.

(t) The "Trust Property" means any and all property, real or personal,
tangible or intangible, which is owned or held by or for the account of the
Trust, or any Series or Class, or the Trustees in their capacity as Trustees.

(u) The "Trustees" means the persons who have signed this Declaration, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who may from time to time be duly elected, qualified and
serving as Trustees in accordance with the provisions of Article II hereof, and
reference herein to a Trustee or the Trustees shall refer to such person or
persons in his capacity or their capacities as trustees hereunder.

ARTICLE II
TRUSTEES

Section 2.1. General Powers. The Trustees shall have exclusive and
absolute control over the Trust Property and over the business of the Trust and
each Series and Class to the same extent as if the Trustees were the sole owners
of the Trust Property and business in their own right, but with such powers of
delegation as may be permitted by this Declaration. The Trustees shall have
power to conduct the business of the Trust and each Series and Class and to
carry on the operations of Trust and each Series and Class in any and all of the
Trust's branches and maintain offices both within and without the Commonwealth
of Massachusetts, in any and all states of the United States of America, in the
District of Columbia, and in any and all commonwealths, territories of the
United States of America and of foreign nations, and to do all such other things
and execute all such instruments as they deem necessary, proper or desirable in
order to promote the interests of the Trust or any Series or Class although such
things are not specifically mentioned in this Declaration. Any determination as
to what is in the interests of the Trust or any Series or Class made by the
Trustees in good faith shall be conclusive. In

3
<PAGE>

construing the provisions of this Declaration, the presumption shall be in favor
of a grant of power to the Trustees.

The enumeration of any specific power herein shall not be construed as
limiting the powers of the Trustees. Such powers may be exercised without order
of or resort to any court.

Section 2.2. Investments. The Trustees shall have the power, on behalf
of the Trust:

(a) To operate as, and carry on the business of, an investment company,
and exercise all the powers necessary and appropriate to the conduct of such
operations.

(b) To interpret the investment policies, practices or limitations of any
Series.

(c) To invest in, hold for investment, or reinvest cash and other property
in securities, including common and preferred stocks and, to the extent
permitted by the 1940 Act, shares of other investment companies; warrants;
bonds, debentures, bills, time notes and all other evidences of indebtedness;
negotiable or non-negotiable instruments; government securities, including
securities of any state, municipality or other political subdivision thereof, or
any governmental or quasi-governmental agency or instrumentality; and money
market instruments including bank certificates of deposit, finance paper,
commercial paper, bankers' acceptances and all kinds of repurchase agreements,
of any corporation, company, trust, association, firm or other business
organization, however established, and of any country, state, municipality or
other political subdivision, or any governmental or quasi-governmental agency or
instrumentality.

(d) To acquire (by purchase, subscription or otherwise), to hold, to trade
in and deal in, to acquire any rights or options to purchase or sell, to sell or
otherwise dispose of, to lend, and to pledge any such securities and repurchase
agreements.

(e) To purchase put and call options written by others and to write put
and covered call options covering the types of securities in which a particular
Series or Class may invest and to enter into contracts for the future delivery
of fixed income securities.

(f) To exercise all rights, powers and privileges of ownership or interest
in all securities and repurchase agreements included in the Trust Property,
including the right to vote thereon and otherwise act with respect thereto, and
to do all acts for the preservation, protection, improvement and enhancement in
value of all such securities and repurchase agreements.

(g) To acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any property, real or
personal, including cash, and any interest therein.

(h) To borrow money on behalf of any Series or Class, and in this
connection issue notes or other evidence of indebtedness; to secure borrowings
by mortgaging, pledging or

4
<PAGE>

otherwise subjecting as security the assets belonging to the Series or Class on
behalf of which such borrowings are made; to endorse, guarantee or undertake the
performance of any obligation or engagement of any other Person; and to lend
Trust Property in respect of any Series or Class but only out of the assets
belonging to such Series or Class.

(i) To aid by further investment with respect to any Series or Class any
corporation, company, trust, association or firm, any obligation of or interest
in which is included in the Trust Property in respect of such Series or Class or
in the affairs of which the Trustees have any direct or indirect interest; to do
all acts and things designed to protect, preserve, improve or enhance the value
of such obligation or interest; to guarantee or become surety on any or all of
the contracts, stocks, bonds, notes, debentures and other obligations of any
such corporation, company, trust, association or firm.

(j) In general to carry on any other business in connection with or
incidental to any of the foregoing powers, to do everything necessary, suitable
or proper for the accomplishment of any purchase or the attainment of any object
or the furtherance of any power herein before set forth, either alone or in
association with others, and to do every other act or thing incidental or
appurtenant to or growing out of or connected with the aforesaid business or
purposes, objects or powers.

The foregoing clauses shall be construed both as objects and powers, and
the foregoing enumeration of specific powers shall not be held to limit or
restrict in any manner the general powers of the Trustees.

The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust or any Series or Class, nor shall
the Trustees be limited by any law limiting the investments which may be made by
fiduciaries but shall have full authority and power to make any and all
investments which they, in their sole discretion, shall deem proper to
accomplish the purposes of the Trust and any Series or Class. However, each of
the powers herein before mentioned shall be subject to any investment policies
or restrictions applicable to the Trust or a particular Series or Class
contained in any effective registration statement filed with the Commission on
behalf of the Trust.

Section 2.3. Legal Title. Legal title to all the Trust Property shall
be vested in the Trustees as joint tenants except that the Trustees shall have
power to cause legal title to any Trust Property in respect of the Trust or any
Series or Class to be held by or in the name of one or more of the Trustees, or
in the name of the Trust or the appropriate Series or Class, or in the name of
any other Person as nominee, on such terms as the Trustees may determine,
provided that the interest of the Trust and each Series and Class is deemed
appropriately protected. The right, title and interest of the Trustees in the
Trust Property shall vest automatically in each Person who may hereafter become
a Trustee. The Trust Property shall be held by the Trustees separate and apart
from any assets now or hereafter held in any capacity other than as Trustee of
the Trust.

5
<PAGE>

Upon the termination of the term of office, resignation, removal or death of a
Trustee, he shall automatically cease to have any right, title or interest in
any of the Trust Property, and the right, title and interest of such Trustee in
the Trust Property shall vest automatically in the remaining Trustees. Such
cessation and vesting of title shall be effective whether or not conveyancing
documents have been executed and delivered.

Section 2.4. Issuance and Repurchase of Shares. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, and otherwise deal in Shares of the Trust and
each Series and Class, and, subject to the provisions set forth in Articles VI
and VII and Section 5.11 hereof, to apply to any such repurchase, redemption,
retirement, cancellation or acquisition of Shares any funds or property of the
Trust or the appropriate Series or Class, whether capital or surplus or
otherwise, to the full extent now or hereafter permitted by the laws of the
Commonwealth of Massachusetts governing business corporations.

Section 2.5. Delegation; Committees. The Trustees shall have power to
delegate from time to time to such of their number or to officers, employees or
agents of the Trust the doing of such things and the execution of such
instruments, either in the name of the Trust or in the name of the Trustees, or
otherwise, as the Trustees may deem expedient, to the same extent as such
delegation is permitted by the 1940 Act.

Section 2.6. Collection and Payment. The Trustees shall have power to
collect all property due to the Trust and each Series and Class; to pay all
claims, including taxes, out of the assets belonging to a Series or Class or
owned by the Trust; to Registration Statement on Form N-1A, defend, compromise
or abandon any claims relating to the Trust Property in respect of the Trust or
any Series or Class; to foreclose any security interest securing any
obligations, by virtue of which any property is owed to the Trust or any Series
or Class; and to enter into releases, agreements and other instruments.

Section 2.7. Expenses. The Trustees shall have the power to incur and
pay any expenses which in the opinion of the Trustees are necessary or
incidental to carry out any of the purposes of this Declaration, and to pay
reasonable compensation, out of the assets belonging to each Series or Class or
owned by the Trust, to themselves as Trustees. The Trustees shall fix the
compensation of all officers, employees and Trustees.

Section 2.8. Manner of Acting; By-Laws. Except as otherwise provided in
this Declaration or in the By-Laws or as otherwise required by the 1940 Act, any
action to be taken by the Trustees may be taken by a majority of the Trustees
present at a meeting of Trustees (a quorum being present), including any meeting
held be means of a telephonic conference or similar communication method through
which all persons participating in the meeting can hear each other, or by
written consents of a majority of the Trustees then in office. Written consents
may be executed in one or more counterparts and may be delivered to the Trust by
telefax or

6
<PAGE>

other electronic means through which a signature is identifiable. The Trustees
may adopt By-Laws not inconsistent with this Declaration to provide for the
conduct of the business of the Trust and any Series or Class, and may amend or
repeal such By-Laws to the extent such power is not reserved to the
Shareholders.

Notwithstanding the foregoing provisions of this Section 2.8, and in
addition to such provisions or any other provision of this Declaration or of the
By-Laws with respect to the appointment and powers of committees, the Trustees
may by resolution appoint a committee consisting of less than the whole number
of Trustees then in office, which committee may be empowered to act for and bind
the Trustees and the Trust, as if the acts of such committee were the acts of
all the Trustees then in office, with respect to the institution, prosecution,
dismissal, settlement, review or investigation of any action, suit or proceeding
which shall be pending or threatened to be brought before any court,
administrative agency or other adjudicatory body.

Section 2.9. Miscellaneous Powers. The Trustees shall have the power
to: (a) employ or contract with such Persons as the Trustees may deem
desirable for the transaction of the business of the Trust and any Series or
Class including, but not limited to, one or more Transfer Agents,
Administrators, Distributors, Custodians or Investment Advisers; (b) enter into
joint ventures, partnerships and any other combinations or associations; (c)
remove Trustees or fill vacancies in or add to their number, elect and remove
such officers and appoint and terminate such agents or employees as they
consider appropriate, and appoint from their own number, and terminate, any one
or more committees which may exercise some or all of the power and authority of
the Trustees as the Trustees may determine; (d) purchase, and pay for out of
the assets belonging to a Series or Class or owned by the Trust, insurance
policies insuring the Shareholders, Trustees, officers, employees, agents,
Investment Advisers, Distributors, selected dealers or independent contractors
of the Trust against all claims arising by reason of holding any such position
or by reason of any action taken or omitted by any such Person in such capacity,
whether or not constituting negligence, or whether or not the Trust or a Person
against such liability; (e) establish pension, profit-sharing, share purchase,
and other retirement, incentive and benefit plans for any Trustees, officers,
employees or agents of the Trust; (f) to the extent permitted by law, indemnify
any person with whom the Trust has dealings, including the Investment Adviser;
Distributor, Transfer Agent and selected dealers, to such extent as the Trustees
shall determine; (g) guarantee indebtedness or contractual obligations of
others; (h) determine and change the fiscal year of the Trust and the method by
which its accounts shall be kept; (i) establish Series and Classes of Shares in
accordance with the provisions of Section 5.11 hereof; (j) allocate assets,
liabilities and expenses of the Trust to a particular Series or Class or to
apportion the same between or among two or more Series or Classes, provided that
any liabilities or expenses attributable to a particular Series or Class shall
be payable solely out of the assets belonging to that Series or Class as
provided in Section 5.11 hereof; and (k) establish from time to time a minimum
Share purchase requirement with respect to any Series or Class and to require
the redemption of the Shares of any Shareholder of such Series or Class whose
investment is less than the established minimum selected by the Trustees, upon
notice to each such Shareholder.

7
<PAGE>

Section 2.10. Principal Transactions. Unless otherwise permitted by the
1940 Act, the Trustees may not, on behalf of the Trust or any Series or Class,
buy any securities (other than Shares) from, or sell any securities (other than
Shares) to, or lend any assets belonging to any Series or Class or owned by the
Trust to, any Trustee or officer of the Trust or any firm of which any such
Trustee or officer is a member acting as principal, or have any such dealings
with the Investment Adviser, Distributor or Transfer Agent or with any
Interested Person of any such Person; provided, however, that the Trust may
employ any such Person, or firm or company in which such Person is an Interested
Person, as broker, legal counsel, registrar, Transfer Agent, dividend disbursing
agent or Custodian so long as such action is not prohibited by the 1940 Act.

Section 2.11. Number of Trustees. The number of Trustees shall
initially be three (3), and thereafter shall be such number as shall be fixed
from time to time by a written instrument signed by a majority of the Trustees,
provided, however, that the number of Trustees shall in no event be less than
one (1) nor more than seven (7).

Section 2.12. Election and Term. The initial Trustees are John M.
Shary, William R. Wise and David S. Schoedinger. By execution of this
Declaration, the initial Trustees agree to be bound by its terms. Except for
Trustees appointed to fill vacancies pursuant to Section 2.14, the Trustees
shall be elected by the Shareholders owning of record a plurality of the
Outstanding Shares of the Trust entitled to vote at a meeting of Shareholders,
with the Shareholders of all Series and Classes voting together as a single
class. Except in event of the resignation or removal pursuant to Section 2.13,
each Trustee shall hold office during the lifetime of the Trust, and until its
termination as provided in Section 8.2 hereof, or, if sooner, until the next
meeting of Shareholders called for the purpose of electing Trustees and until
his successor is elected and qualified.

Section 2.13. Resignation and Removal. Any Trustee may resign his trust
(without need for prior or subsequent accounting) by an instrument in writing
signed by him and delivered to the other Trustees, and such resignation shall be
effective upon such delivery, or at a later date according to the terms of the
instrument. Any of the Trustees may be removed (provided the aggregate number
of Trustees after such removal shall not be less than two) with cause, by the
action of two-thirds of the remaining Trustees. Upon the resignation or removal
of a Trustee, or his otherwise ceasing to be a Trustee, he shall execute and
deliver such documents as the remaining Trustees shall require for the purpose
of conveying to the Trust or the remaining Trustees any Trust Property held in
the name of the resigning or removed Trustee. Upon the incapacity or death of
any Trustee, his legal representative shall execute and deliver on his behalf
such documents as the remaining Trustees shall require as provided in the
preceding sentence.

Section 2.14. Vacancies. The term of office of a Trustee shall
terminate and a vacancy shall occur in the event of the death, resignation,
removal, bankruptcy, adjudicated incompetence or other incapacity to perform the
duties of the office of a Trustee. No such vacancy shall operate to annul the
Declaration or to revoke any existing agency created pursuant to the terms of

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the Declaration. In the case of an existing vacancy, including a vacancy
existing by reason of an increase in the number of Trustees subject to the
provisions of Section 16(a) of the 1940 Act (or any successor provision), the
remaining Trustees shall fill such vacancy by the appointment of such other
person as they in their discretion shall see fit, made by a written instrument
signed by a majority of the Trustees then in office. Any such appointment shall
not become effective, however, until the person named in the written instrument
of appointment shall have accepted in writing such appointment and agreed in
writing to be bound by the terms of the Declaration. An appointment of a Trustee
may be made in anticipation of a vacancy to occur at a later date by reason of
retirement, resignation or increase in the number of Trustees, provided that
such appointment shall not become effective prior to such retirement,
resignation or increase in the number of Trustees. Whenever a vacancy in the
number of Trustees shall occur, until such vacancy is filled as provided in this
Section 2.14 or in Section 5.10, the Trustees in office, regardless of their
number, shall have all the duties imposed upon the Trustees by the Declaration.
A written instrument certifying the existence of such vacancy signed by a
majority of the Trustees in office shall be conclusive evidence of the existence
of such vacancy.

Section 2.15. Delegation of Power. Any Trustee may, by power of
attorney, delegate his power for such period or periods of time deemed
appropriate by such Trustee to any other Trustee or Trustees or any other
individual; provided that such delegation shall be consistent with applicable
law and any provision of this Declaration contemplating the Trustee to
personally exercise the powers granted hereunder.

ARTICLE III
CONTRACTS

Section 3.1. Underwriting Contract. The Trustees may in their
discretion from time to time enter into an exclusive or non-exclusive contract
or contracts with respect to any or all Series or Classes providing for the sale
of Shares of such Series or Class at not less than the applicable Net Asset
Value as determined in accordance with Section 7.1 hereof, whereby the Trustees
may either agree to sell the Shares to the other party to the contract or
appoint such other party their sales agent for the Shares, and in either case on
such terms and conditions as may be prescribed in the By-Laws, if any, and such
further terms and conditions as the Trustees may in their discretion determine
not inconsistent with the provisions of this Article III or of the By-Laws, and
such contract may also provide for the redemption, repurchase or sale of the
Shares by such other party as agent of the Trustees.

Section 3.2. Advisory or Management Contract. Subject to a majority
Shareholder Vote by the relevant Series or Class, the Trustees may in their
discretion from time to time enter into one or more investment advisory or
management contracts with respect to such Series or Class whereby the other
party to any such contract shall undertake to furnish to the Series or Class
such administrative, management, investment advisory, statistical and research
facilities and services, and such other facilities and services, if any, all
upon such terms and conditions as

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<PAGE>

the Trustees may in their discretion determine, including the grant of authority
to such other party to determine what securities shall be purchased or sold by
the Series or Class and what portion of the assets thereof shall be uninvested,
which authority shall include the power to effect on behalf of the Trustees
purchases, sales or exchanges of portfolio securities and other investment
instruments belonging to the Series or Class as determined by such Investment
Adviser without further consultation with the Trustees or may authorize any
officer, agent or Trustee to effect such purchases, sales or exchanges pursuant
to instructions or recommendations of the Investment Adviser (and all without
further action by the Trustees). Any such purchases, sales and exchanges shall
be deem to have been authorized by all of the Trustees.

The Trustees may, subject to applicable requirements of the 1940 Act,
including those relating to a Majority Shareholder Vote by the relevant Series
or Class, authorize the Investment Adviser to employ with respect to such Series
or Class one or more sub-advisers from time to time perform such of the acts and
services of the Investment Adviser, and upon such terms and conditions, as maybe
agreed upon between the Investment Adviser and any such sub-adviser.

Section 3.3. Transfer Agency and Administrative Contracts. The Trustees
may, in their discretion from time to time, enter into transfer agency and
administrative services contracts whereby the Trustees delegate to the other
party or parties to such contracts the responsibility to furnish transfer agency
services and administrative services to the Shareholders and/or the Trust. The
contracts shall be on such terms and conditions as the trustees may in their
discretion determine not inconsistent with the provisions of this Declaration.
Such services may be provided by one ore more entities with respect to any or
all Series or Classes.

Section 3.4. Affiliations of Trustees or Officers, Etc. The fact that
(i) any of the Shareholders, Trustees or officers of the Trust is a shareholder,
director, officer, partner, trustee, employee, manager, advisor or distributor
of or for any partnership, corporation, trust, association or other
organization, or of or for any parent or affiliate of any organization, with
which a contract of the character described in Sections 3.1, 3.2, or 3.3 above,
of for services as Custodian, or disbursing agent or for related services may
have been or may hereafter be made, or that any such organization, or any parent
or affiliate thereof, is a Shareholder of or has an interest in the Trust or
that (ii) any partnership, corporation, trust association or other organization
with which a contract of the character described in Sections 3.1, 3.2 or 3.3
above or for services as Custodian, or disbursing agent or for related services
may have been or may hereafter be made also has any one or more of such
contracts with one or more other partnerships, corporations, trusts,
associations or other organizations, or has other business or interests, shall
not affect the validity of any such contract or disqualify any Shareholder,
Trustee or officer of the Trust from voting upon or executing the same or create
any liability or accountability to this Trust or its Shareholders.

Section 3.5. Compliance with 1940 Act. Any contract entered into
pursuant to Section 3.1 or 3.2 shall be consistent with or subject to the
requirements of Section 15 of the

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<PAGE>

1940 Act (including any amendment, successor provision or other applicable Act
of Congress subsequently enacted) with respect to its continuance in effect, its
termination and the method subsequently enacted) of authorization and approval
or renewal of such contract and no amendment to any contract entered into
pursuant to Section 3.2 shall be effective unless assented to by a Majority
Shareholder Vote by the relevant Series or Class.

ARTICLE IV
LIMITATIONS OF LIABILITY OF SHAREHOLDERS,
TRUSTEES AND OTHERS

Section 4.1. No Personal Liability of Shareholders, Trustees, Etc. No
Shareholder shall be subject to any personal liability whatsoever to any person
in connection with Trust Property or the acts, obligations or affairs of the
Trust or any Series or Class. No Trustee, officer, employee or agent of the
Trust shall be subject to any personal liability whatsoever to any person, other
than to the Trust or relevant Series or Class or its Shareholders, in connection
with the Trust Property or the affairs of the Trust or such Series or Class,
except liability arising from bad faith, willful misfeasance, gross negligence
or reckless disregard of his duties with respect to such Person, and all such
Persons shall look solely to the Trust Property in respect of the Trust or the
relevant Series or Class for satisfaction of claims of any nature arising in
connection with the affairs of the Trust or such Series or Class. If any
Shareholder, Trustee, officer, employee, or agent, as such, of the Trust, is
made a party to any suit or proceeding to enforce any such liability of the
Trust or any Series or Class, he shall not, on such account, be held to any
personal liability. The Trust or the relevant Series or Class shall indemnify
and hold each Shareholder harmless from and against all claims and liabilities,
to which such Shareholder may become subject by reason of his being or having
been a Shareholder of the Trust or such Series or Class, and shall reimburse
such Shareholder for all legal and other expenses reasonably incurred by him in
connection with any such claim or liability. The rights accruing to a
Shareholder under this Section 4.1 shall not exclude any other right to which
such Shareholder may be lawfully entitled, nor shall anything contained in this
Section restrict the right of the Trust or any Series or Class to indemnify or
reimburse a Shareholder in any appropriate situation even though not
specifically provided.

Section 4.2. Non-Liability of Trustees, Etc. - No Trustee, officer,
employee or agent of the Trust shall be liable to the Trust or any Series or
Class or to any Shareholder, Trustee, officer, employee, or agent thereof for
any action or failure to act (including without limitation the failure to compel
in any way any former or acting Trustee to redress any breach of trust) except
for his own bad faith, willful misfeasance, gross negligence or reckless
disregard of the duties involved in the conduct of his office.

Section 4.3. Mandatory Indemnification. (a) Subject to the exceptions
and limitations contained in paragraph (b) below:

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(i) every person who is, or has been, a Trustee or officer of the
Trust shall be indemnified by the Trust or relevant Series or Class to the
fullest extent permitted by law against all liability and against all
expenses reasonably incurred or paid by him in connection with any claim,
action, suit or proceeding in respect of the Trust or such Series or Class
in which he became involved as a party or otherwise by virtue of his being
or having been a Trustee or officer and against amounts paid or incurred by
him in the settlement thereof;

(ii) the words "claim," "action," "suit," or "proceeding"shall apply
to all claims, actions, suits or proceedings (civil, criminal, or other,
including appeals), actual or threatened; the words "liability" and
"expenses" shall include, without limitation, attorneys' fees, costs,
judgments, amounts paid in settlement, fines, penalties and other
liabilities.

(b) No indemnification shall be provided hereunder to a Trustee or
officer:

(i) against any liability to the Trust or any Series or Class or to
the Shareholders thereof by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office;

(ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the Trust or the
relevant Series or Class;

(iii) in the event of a settlement or other disposition not involving
a final adjudication as provided in paragraph (b)(i) resulting in a payment
by a Trustee or officer, unless there has been a determination that such
Trustee or officer did not engage in willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of
his office:

(A) by the court or other body approving the settlement or other
disposition; or

(B) based upon a review of readily available facts (as opposed
to a full trial-type inquiry) by (x) vote of a majority of the
Disinterested Trustees (as defined below) acting on the matter
(provided that a majority of the Disinterested Trustees then in office
act on the matter) or (y) written opinion of independent legal
counsel.

(c) The rights of indemnification provided in this Declaration may be
insured against by policies maintained by the Trust or any Series or Class,
shall be severable, shall not affect any other rights to which any Trustee or
officer may now or hereafter be entitled, shall continue as to a person who has
ceased to be such Trustee or officer and shall inure to the benefit of the
heirs,

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executors, administrators and assigns of such a person. Nothing contained in
this Declaration shall affect any rights to indemnification to which personnel
of the Trust other than Trustees and officers may be entitled by contract or
otherwise under law.

(d) Expenses or preparation and presentation of a defense to any claim,
action, suit or proceeding of the character described in paragraph (a) of this
Section 4.3 may be advanced by the Trust or relevant Series or Class prior to
final disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either

(i) such undertaking is secured by a surety bond or some other
appropriate security provided by the recipient, or the Trust or relevant
Series or Class shall be insured against losses arising out of any such
advances; or

(ii) a majority of the Disinterested Trustees acting on the matter
(provided that a majority of the Disinterested Trustees act on the matter),
or an independent legal counsel in a written opinion, shall determine,
based upon a review of readily available facts (as opposed to a full trial-
type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification.

As used in this Section 4.3, a "Disinterested Trustee" is one who is
not (i) an "Interested Person" of the Trust or relevant Series or Class
(including anyone who has been exempted from being an "Interested Person"
by any rule, regulation or order of the Commission), or (ii) involved in
the claim, action, suit or proceeding.

Section 4.4. No Bond Required of Trustees. No Trustee shall be
obligated to give any bond or other security for the performance of any of his
duties hereunder.

Section 4.5. No Duty of Investigation; Notice in Trust Instruments, Etc.
No purchaser, lender, Transfer Agent or other Person dealing with the Trustees
or any officer, employee or agent of the Trust shall be bound to make any
inquiry concerning the validity of any transaction purporting to be made by the
Trustees or by said officer, employee or agent, or, be liable for the
application of money or property paid, loaned, or delivered to or on the order
of the Trustees or of said officer, employee or agent. Every obligation,
contract, instrument, certificate, Share, other security of the Trust or any
Series or Class or undertaking, and every other act or thing whatsoever executed
in connection with the Trust or any Series or Class shall be conclusively
presumed to have been executed or done by the executors thereof only in their
capacity as Trustees under this Declaration or in their capacity as officers,
employees or agents of the Trust. Every written obligation, contract,
instrument, certificate, Share, other security of the Trust or any Series or
Class or undertaking made or issued by the Trustees shall recite that the same
is executed or made by them not individually, but as Trustees under this
Declaration, and that the obligations of the Trust or such Series or Class under
any such instrument are not

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<PAGE>

binding upon any of the Trustees or Shareholders individually, but bind only the
assets of the Trust or the assets belonging to the relevant Series or Class, as
the case may be, and may contain any further recital which they or he may deem
appropriate, but the omission of such recital shall not operate to bind the
Trustees individually. The Trustees shall at all times maintain insurance for
the protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable.

Section 4.6. Reliance on Experts, Etc. Each Trustee and officer, employee
or agent of the Trust shall, in the performance of his duties, be fully and
completely justified and protected with regard to any act or any failure to act
resulting from reliance in good faith upon the books of account or other records
of the Trust or any Series or Class, upon an opinion of counsel, or upon reports
made to the Trust or any Series or Class by any of the Trust's officers or
employees or by the Investment Adviser, Distributor, Transfer Agent, selected
dealers, accountants, appraisers or other experts or consultants selected with
reasonable care by the Trustees, officers or employees of the Trust, regardless
of whether such counsel or expert may also be a Trustee.

ARTICLE V
SHARES OF BENEFICIAL INTEREST

Section 5.1. Beneficial Interest. The interest of the beneficiaries
hereunder shall be divided into Shares with no par value, which may be further
divided into Series and Classes as provided in Section 5.11. The number of
Shares authorized hereunder is unlimited. All Shares issued hereunder including,
without limitation, Shares issued in connection with a dividend in Shares or a
split of Shares, shall be fully paid and non-assessable.

Section 5.2. Rights of Shareholders. The ownership of the Trust Property
of every description and the right to conduct any business described in this
Declaration are vested exclusively in the Trustees, and the Shareholders shall
have no interest in the Trust Property other than the proportionate undivided
beneficial interest conferred by their Shares, and they shall have no right to
call for any partition or division of any property, profits, rights or interests
of the Trust or of any Series or Class, nor can they be called upon to share or
assume any losses of the Trust or of any Series or Class or suffer an assessment
of any kind by virtue of their ownership of Shares. All persons acquiring Shares
shall acquire the same subject to the provisions of this Declaration and the By-
Laws established by the Trustees as in effect from time to time, and by virtue
of having become a Shareholder, shall be held to have expressly assented and
agreed to the terms of and to have become a party to this Declaration. The
Shares of a particular Series or Class shall be personal property giving only
the rights in this Declaration specifically set forth. The Shares of a Series or
Class shall not entitle the holder to preference, preemptive, appraisal,
conversion or exchange rights, except as the Trustees may determine and
designate with respect to such Series or Class established pursuant to Section
5.11. The death of

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<PAGE>

a Shareholder during the continuance of the Trust or any Series or Class shall
not operate to terminate the same nor entitle the representative of any deceased
Shareholder to an accounting or to take any action in court or elsewhere against
the Trust or such Series or Class or against the Trustees, but shall entitle the
representative only to the rights of said decedent under this Declaration.

Section 5.3. Trust Only. It is the intention of the Trustees to create
only the relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. Neither the Trust nor the Trustees, nor any
officer, employee or agent of the Trust, shall have any power to bind any
Shareholder personally or, except as specifically provided in this Declaration,
to call upon any Shareholders for the payment of any sum of money or assessment
whatsoever other than such as the Shareholder may at any time personally agree
to pay be way of subscription for any Shares or otherwise. It is not the
intention of the Trustees to create a general partnership, limited partnership,
joint stock association, corporation, bailment or any form of legal relationship
other than a trust. Nothing in this Declaration shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association. All persons extending credit to, contracting with or
having any claim against the Trust or the Trustees or a particular Series or
Class shall look only to the assets of the Trust or the assets belonging to such
Series or Class, whichever may be applicable, for payment under such credit,
contract or claim; and neither the Shareholders nor the Trustees, nor any of the
Trust's officers, employees or agents, whether past, present or future, shall be
personally liable for such credit, contract or claim.

Section 5.4. Issuance of Shares. The Trustees in their discretion may, from
time to time without vote of the Shareholders, issue Shares, in addition to the
then issued and outstanding Shares and Shares held in the treasury, to such
party or parties and for such amount and type of consideration, including cash
or property, at such time or times and on such terms as the Trustees may deem
best, and may in such manner acquire other assets (including the acquisition of
assets subject to, and in connection with the assumption of liabilities) and
businesses. In connection with any issuance of Shares, the Trustees may issue
fractional Shares and Shares held in the treasury. The Trustees may from time to
time divide or combine the Shares of any Series or Class into a greater or
lesser number without thereby changing the proportionate beneficial interests in
such Series or Class. Contributions to the Trust may be accepted for, and Shares
shall be redeemed as, whole Shares and/or 1/1,000ths of a Share or integral
multiples thereof.

Section 5.5. Register of Shares. A register shall be kept at the principal
office of the Trust or an office of the Transfer Agent which shall contain the
names and addresses of the Shareholders of each Series and each Class, if any,
and the number of Shares of each Series and each Class held by the Shareholders
respectively and a record of all transfers thereof. Such register shall be
conclusive as to who are the holders of the Shares of each Series and each Class
and who shall be entitled to receive dividends or distributions or otherwise to
exercise or enjoy

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<PAGE>

the rights of the Shareholders of such Series or Class. No Shareholder shall be
entitled to receive payment of any dividend or distribution, nor to have notice
given to him as provided by this Declaration or the By-Laws, until he has given
his address to the Transfer Agent or such other officer or agent of the Trustees
as shall keep the said register. It is not contemplated that certificates will
be issued for the Shares; however, the Trustees, in their discretion, may
authorize the issuance of Share certificates for any or all Series or Classes
and promulgate appropriate rules and regulations as to their use.

Section 5.6. Transfer of Shares. Shares shall be transferable on the
records of the Trust only by the record holder of such Shares or by his agent
duly authorized in writing, upon delivery to the Trustees or the Transfer Agent
of a duly executed instrument of transfer, together with such evidence of the
genuineness of each such execution and authorization and of other matters as may
reasonably be required. Upon such delivery the transfer shall be recorded on the
register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares and neither the Trustees nor any
Transfer Agent or registrar nor any officer, employee or agent of the Trust
shall be affected by any notice of the proposed transfer. Any person becoming
entitled to any Shares in consequence of the death, bankruptcy, or incompetence
of any Shareholder, or otherwise by operation of law, shall be recorded on the
register of the Trust as the holder of such Shares upon production of the proper
evidence to the Trustees or the Transfer Agent, but until such record is made,
the Shareholder of record shall be deemed to be the holder of such Shares and
neither the Trustees nor any Transfer Agent or registrar nor any officer or
agent of the Trust shall be affected by any notice of such death, bankruptcy or
incompetence, or other operation of law.

Section 5.7. Notices. Any and all notices to which any Shareholder may be
entitled, and any and all communications, shall be deemed duly served or given
if mailed, postage-prepaid, addressed to any Shareholder or record at his last
known address as recorded on the register of the Trust.

Section 5.8. Treasury Shares. Shares held in the treasury shall, until
reissued pursuant to Section 5.4, not confer any voting rights on the Trustees,
nor shall such Shares be entitled to any dividends or other distributions
declared with respect to such Shares.

Section 5.9. Voting Powers. Subject to the provisions set forth in Section
5.11 of this Article V, the Shareholders shall have power to vote (i) for the
election of Trustees as provided in Section 2.12; (ii) with respect to any
investment advisory or management contract entered into pursuant to Section 3.2;
(iii) with respect to termination of the Trust or a Series or Class as provided
in Section 8.2; (iv) with respect to any amendment of this Declaration to the
extent and as provided in Section 8.3; (v) with respect to any merger,
consolidation or sale of assets as provided in Section 8.4; (vi) with respect to
incorporation of the Trust to the extent and as provided in Section 8.5; (vii)
to the same extent as the stockholders of a Massachusetts business corporation
as to whether or not a court action, proceeding or claim should or should not be

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brought or maintained derivatively or as a class action on behalf of the Trust
or the Shareholders provided, however, that a Shareholder of a particular Series
or Class shall not be entitled to bring any derivative or class action on behalf
of any other Series or Class; and (viii) with respect to such additional matters
relating to the Trust as may be required by this Declaration, the By-Laws or
because of any registration of the Trust as an investment company under the 1940
Act with the Commission (or any successor agency) or as the Trustees may
consider necessary or desirable. Each whole Share shall be entitled to one vote
as to any matter on which it is entitled to vote and each fractional Share shall
be entitled to a proportionate fractional vote. There shall be no cumulative
voting in the election of Trustees. Until Shares of a particular Series or
Class are issued, the Trustees may exercise all rights of the Shareholders of
such Series or Class with respect to matters affecting such Series or Class, and
may take any action with respect to the Trust or such Series or Class required
or permitted by law, this Declaration or the By-Laws to be taken by
Shareholders. The By-Laws may include further provisions for Shareholders'
votes and meetings and related matters.

Section 5.10. Meetings of Shareholders. Special meetings of the
Shareholders of any or all Series or Classes may be called by the Trustees and
shall be called by the Trustees for the purpose of voting upon the question of
the removal of any Trustee or Trustees when requested in writing to do so by the
holders of not less than 10% of the Outstanding Shares of the Trust, with the
Shares of all Series and Classes considered as a whole. At any time when less
than a majority of the Trustees holding office have been elected by the
Shareholders, the then remaining Trustees shall call a special meeting of
Shareholders to be held as promptly as possible and in any event within 60 days
for the purpose of electing Trustees to fill any existing vacancies. All such
meetings shall be held either at the principal office of the Trust, or at such
other place as may be designated by the Trustees. Whenever ten or more
Shareholders meeting the qualifications set forth in Section 16(c) of the 1940
Act or any successor provision seek the opportunity of furnishing materials to
the other Shareholders with a view to obtaining signatures on such a request for
a meeting, the Trustees shall comply with the provisions of said Section with
respect to providing such Shareholders access to the list of Shareholders or the
mailing of such materials to Shareholders.

Section 5.11. Establishment and Designation of Series or Class. The
Trustees, in their discretion from time to time and without Shareholder
approval, may authorize the division of Shares into two or more Series, each
Series relating to a separate portfolio of investments; and may further
authorize the division of the Shares of any Series into two or more Classes.
The different Series and Classes shall be established and designated, and the
variations in the relative rights and preferences as between the different
Series and Classes shall be fixed and determined, by the Trustees; provided,
that all Shares shall be identical except that there may be variations between
different Series and Classes as to purchase price, determination of net asset
values, the price terms and manner of redemption, special and relative rights as
to dividends and on liquidation, conversion rights, and conditions under which
the several Series and Classes shall

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<PAGE>

have separate voting rights. All references to Shares in this Declaration shall
be deemed to be Shares of any or all Series and/or Classes as the context may
require.

If the Trustees shall divide the Shares into two or more Series, or divide
the Shares of any Series into two or more Classes, the following provisions
shall be applicable:

(a) The number of Shares of each Series and Class that may be issued shall
be unlimited. The Trustees may classify or reclassify any unissued Shares or
any Shares previously issued and reacquired of any Series or Class into one or
more Series or Classes that may be established and designated from time to time.
The Trustees may hold as treasury Shares (of the same or some other Series or
Class), reissue for such consideration and on such terms as they may determine,
or cancel any Shares of any Series or Class reacquired by the Trust at their
discretion from time to time.

(b) All consideration received by the Trust for the issue or sale of
Shares of a particular Series, together with all assets in which such
consideration is invested or reinvested, all income, earnings, profits and
proceeds thereof, including any proceeds derived from the sale, exchange or
liquidation of such assets, and any funds or payments derived from any
reinvestment of such proceeds in whatever form the same may be, shall
irrevocably belong to that Series for all purposes, subject only to the rights
of creditors, and shall be so recorded upon the books of account of the Trust.
In the event that there are any assets, income, earnings, profits and proceeds
thereof, funds, or payments which are not readily identifiable as belonging to
any particular Series, the Trustees shall allocate them among any one or more of
the Series established and designated from time to time in such manner and on
such basis as they, in their sole discretion, deem fair and equitable. Each such
allocation by the Trustees shall be conclusive and binding upon the Shareholders
of all Series for all purposes.

(c) The assets belonging to each particular Series and Class shall be
charged with the liabilities of the Trust is respect of that Series and Class
and all expenses, costs, charges and reserves attributable to that Series or
Class, and any general liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any particular Series
or Class shall be allocated and charged by the Trustees to and among any one or
more of the Series and Classes established and designated from time to time in
such manner and on such basis as the Trustees, in their sole discretion, deem
fair and equitable. Each allocation of liabilities, expenses, costs, charges
and reserves by the Trustees shall be conclusive and binding upon the
Shareholders of all Series and Classes for all purposes. The Trustees shall
have full discretion, to the extent not inconsistent with the 1940 Act, to
determine which items shall be treated as income and which items as capital; and
each such determination and allocation shall be conclusive and binding upon the
Shareholders.

(d) Notwithstanding any other provisions of this Declaration, including,
without limitation, Articles VI and VII, no dividends or distributions
(including, without limitation, any distribution paid upon termination of the
Trust or any Series or Class) with respect to, nor any

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<PAGE>

redemption or repurchase of, the Shares of any Series or Class shall be effected
by the Trust other than from the assets belonging to such Series or Class, nor
except as specifically provided in Section 4.1 of Article IV, shall any
Shareholder of any particular Series or Class otherwise have any right or claim
against the assets belonging to any other Series or Class except to the extent
that such Shareholder has such a right or claim hereunder as a Shareholder of
such other Series or Class.

(e) Notwithstanding any other provision of this Declaration, including,
without limitation, Section 5.9, only Shareholders of a particular Series or
Class shall be entitled to vote on any matter affecting such Series or Class;
provided, however, that where a particular matter affects a Series as a whole
and not a particular Class, the Shareholders of such Series (including all of
its Classes) shall be entitled to vote as a single class. Except with respect
to matters as to which any particular Series or Class is affected, all of the
Shares of each Series or Class shall, on matters as to which such Series or
Class is entitled to vote, vote with other Series or Classes so entitled as a
single class. Notwithstanding the foregoing, with respect to matters which
would otherwise be voted on by two or more Series or Classes as a single class,
the Trustees may, in their sole discretion, submit such matters to the
Shareholders of any or all such Series or Classes separately.

(f) The Trustees shall have the authority, without the approval of the
Shareholders of any Series or Class (unless otherwise required by applicable
law), (1) to provide that the holders of Shares of any Series or Class shall
have the right to exchange such Shares for Shares of one or more other Series or
Classes in accordance with such requirements and procedures as may be
established by the Trustees, and (2) to combine the assets and liabilities
belonging to a single Series or Class with the assets and liabilities of one or
more other Series or Class.

(g) The Trustees shall have the authority, without the approval of the
Shareholders of any Series or Class, unless otherwise required by applicable
law, to combine the assets and liabilities belonging to a single Series or Class
with the assets and liabilities of one or more Series or Classes.

(h) The establishment and designation of any Series or Class of Shares
shall be effective upon the adoption of a resolution or resolutions by a
majority of the Trustees setting forth the establishment and designation of such
Series or Class. The Secretary or any Assistant Secretary of the Trust shall
thereafter have the authority to certify the establishment and designation of a
Series or Class of Shares by executing an instrument attesting to such fact
which shall be filed with the records of the Trust. Such instrument shall also
set forth any rights and preferences of such Series or Class which are in
addition to the rights and preferences of Shares set forth in this Declaration.
At any time that there are no Shares outstanding of any particular Series or
Class previously established and designated, the Trustees may, by resolution
adopted by a majority of their number, abolish that Series or Class and its
establishment and designation.

19
<PAGE>

ARTICLE VI
REDEMPTION AND REPURCHASE OF SHARES

Section 6.1. Redemption of Shares. All Shares shall be redeemable at
the redemption price determined in the manner set out in this Declaration. Upon
redemption, Shares shall have the status of authorized but unissued Shares.
Redeemed or repurchased Shares may be resold by the Trust.

The Shares of a particular Series or Class shall be redeemed at the price
determined as set forth in this Declaration, upon the appropriately verified
written application of the record holder (or upon such other form of request as
the Trustees may determine) at such office or agency of the Trust or that Series
or Class as may be designated from time to time for that purpose by the
Trustees. The Trustees may specify additional conditions, not inconsistent with
the 1940 Act, regarding the redemption of Shares of any Series or Class in the
Trust's then effective Registration Statement on Form N-1A under the Securities
Act of 1933.

Section 6.2. Price. Shares of a particular Series or Class shall be
redeemed at their Net Asset Value determined as set forth in Section 7.1 as of
such time as the Trustees shall have prescribed by resolution. In the absence of
such resolution, the redemption price of Shares of a particular Series or Class
shall be the Net Asset Value of such Shares next determined as set forth in
Section 7.1 after receipt of such redemption application.

Section 6.3. Payment. Payment for the Shares of a particular Series or
Class shall be made in cash or in property, out of the assets belonging to such
Series or Class, to the Shareholder of record at such time and in the manner,
not inconsistent with the 1940 Act or other applicable Laws, as may be specified
from time to time in the Trust's then effective Registration Statement on
Form N-1A under the Securities Act of 1933, subject to the provisions of Section
6.4 hereof.

Section 6.4. Effect of Suspension of Determination of Net Asset Value. If,
pursuant to Section 6.9, the Trustees shall declare a suspension of the
determination of Net Asset Value with regard to any Series or Class, the rights
of Shareholders of such Series or Class (including those who shall have applied
for redemption pursuant to Section 6.1 but who shall not yet have received
payment) to have their Shares redeemed and paid for out of the assets belonging
to the Series or Class shall be suspended until the termination of such
suspension is declared. Any record holder who shall have his redemption right so
suspended may, during the period of such suspension, by appropriate written
notice of revocation at the office or agency where application was made, revoke
any application for redemption not honored and withdraw any certificates on
deposit. The redemption price of Shares of a particular Series or Class for
which redemption applications have not been revoked shall be the Net Asset Value
of such Shares next determined, as set forth in Section 7.1, after the
termination of such suspension, and payment shall be made within seven (7) days
after the date upon which the application was made, plus the period after such
application during which the determination of Net Asset Value was suspended.

20
<PAGE>

Section 6.5. Repurchase by Agreement. The Trust may repurchase the Shares
of any Series or Class directly, or through the Distributor or another agent
designated for the purpose, by agreement with the owner of such Shares at a
price not exceeding the Net Asset Value per Share of such Series or Class
determined as of the time when the purchase or contract of purchase is made, or
the Net Asset Value of such Series or Class as of any time which may be later
determined pursuant to Section 7.1, provided payment is not made for such Shares
prior to the time as of which such Net Asset Value is determined.

Section 6.6. Redemption of Shareholder's Interest. The Trust shall have the
right at any time without prior notice to the Shareholder to redeem the Shares
of any Series or Class held by such Shareholder at the applicable then current
Net Asset Value per Share if at such time the Shareholder owns Shares in such
Series or Class having an aggregate Net Asset Value less than the minimum amount
applicable to that Series or Class as established by the Trustees, provided such
redemption shall be subject to such terms and conditions as the Trustees may
approve and subject to the Trust's giving general notice to all Shareholders of
the relevant Series or Class of its intention to avail itself of such right,
either by publication in the Trust's then current Registration Statement on Form
N-1A, if any, or by such other means as the Trustees may determine.

Section 6.7. Redemption of Shares in Order to Qualify as Regulated
Investment Company; Disclosure of Holding. If the Trustees shall, at any time
and in good faith, be of the opinion that direct or indirect ownership of Shares
or other securities of any Series or Class has or may become concentrated in any
Person to an extent which would disqualify such Series or Class as a regulated
investment company under the Internal Revenue Code of 1986, as amended, (the
"Code"), then the Trustees shall have the power, by lot or other means deemed
equitable by them, (i) to call for redemption by any such Person a number, or
principal amount, of Shares or other securities of the relevant Series or Class
sufficient to maintain or bring the direct or indirect ownership of Shares or
other securities of such Series or Class into conformity with the requirements
for such qualification, and (ii) to refuse to transfer or issue Shares or other
securities of such Series or Class to any Person whose acquisition of the Shares
or other securities of the Series or Class in question would result in such
disqualification. The redemption shall be effected at the redemption price and
in the manner provided in Section 6.1.

The holders of Shares or other securities of any Series or Class shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of such Series or
Class as the Trustees deem necessary to comply with the provisions of the Code,
or to comply with the requirements of any other taxing authority.

21
<PAGE>

Section 6.8. Reductions in Number of Outstanding Shares Pursuant to Net
Asset Value Formula. The Trust may also reduce the number of Outstanding Shares
of any Series or Class pursuant to the provisions of Section 7.1.

Section 6.9. Suspension of Right of Redemption. The Trustees may declare a
suspension of the right of redemption or postpone the date of payment on
redemption with respect to any Series or Class for the whole or any part of any
period (i) during which the New York Stock Exchange or the Federal Reserve Banks
are closed other than customary weekend and holiday closings, (ii) during which
trading on the New York Stock Exchange is restricted, (iii) during which an
emergency exists as a result of which disposal by the Series or Class of
securities owned by it is not reasonably practicable or it is not reasonably
practicable for the Trust fairly to determine the Net Asset Value with regard to
such Series or Class, or (iv) during any other period when the Commission may
for the protection of security holders of the Trust or any Series or Class by
order permit suspension of the right of redemption or postponement of the date
of payment on redemption; provided that applicable rules and regulations of the
Commission shall govern as to whether the conditions prescribed in (ii), (iii),
or (iv) exist. Such suspension shall take effect at such time as the Trustees
shall specify, but not later than the close of business on the business day next
following the declaration of suspension, and thereafter there shall be no right
of redemption or payment on redemption until the Trustees shall declare the
suspension at an end, except that the suspension shall terminate in any event on
the first day on which the New York Stock Exchange and/or the Federal Reserve
Banks shall have reopened or the period specified in (ii) or (iii) shall have
expired (as to which, in the absence of an official ruling by the Commission,
the determination of the Trustees shall be conclusive). In the case of a
suspension of the right of redemption with respect to any Series or Class, a
Shareholder of that Series or Class may either withdraw his request for
redemption or receive payment based on the Net Asset Value of the Series or
Class existing after the termination of the suspension.

ARTICLE VII
DETERMINATION OF NET ASSET VALUE AND DISTRIBUTIONS

Section 7.1. Net Asset Value. The value of the assets of a particular
Series or Class shall be determined by appraisal of the securities owned by such
Series or Class, such appraisal to be by such method as shall be deemed to
reflect the fair value of the securities, or on the basis of amortized cost,
determined in good faith by or under the direction of the Trustees. From the
total value of said assets belonging to such Series or Class, there shall be
deducted all indebtedness; interest; taxes payable or accrued, including
estimated taxes on unrealized book profits; expenses and management charges
accrued to the appraisal date; net income determined and declared as a
distribution and all other items in the nature of liabilities belonging to that
Series or Class which shall be deemed appropriate. The resulting amount, which
shall represent the total net assets of the particular Series or Class, shall be
divided by the number of Shares of such Series or Class outstanding at the time,
and the quotient so obtained shall be deemed to be the Net Asset Value of the
Shares of such Series or Class. The Net Asset Value shall be

22
<PAGE>

determined separately for each Series and each Class, if any, and shall be
determined at least once on each business day, as of the close of trading on the
New York Stock Exchange, or as of such other time or times as the Trustees shall
determine. The power and duty to make the daily calculations with regard to any
or all Series or Classes may be delegated by the Trustees to the Investment
Adviser, the Custodian, the Transfer Agent or such other Person as the Trustees
may determine. The Trustees may suspend the daily determination of the Net Asset
Value with regard to any Series or Class to the extent permitted by the 1940
Act.

For the purpose of allowing the Net Asset Value per Share of any Series or
Class to remain constant as deemed appropriate by the Trustees, the Trustees
shall be entitled to declare, pay and credit as dividends in respect of such
Series or Class daily the net income (which may include or give effect to
realized and unrealized gains and losses, as determined in accordance with
applicable accounting and portfolio valuation policies) of the Series or Class.
If the amount so determined for any day is negative, the Trustees shall be
entitled, without the payment of monetary compensation but in consideration of
the interest of the relevant Series or Class and the Shareholders thereof in
maintaining a constant Net Asset Value per Share, to redeem pro rata from all
Shareholders of the Series or Class at the time of such redemption (in
proportion to their respective holdings of Shares) such number of Outstanding
Shares of the Series or Class, or fractions thereof, as shall be required to
permit the Net Asset Value per Share in regard to such Series or Class to remain
constant. The Trustees may delegate the powers and duties specified in this
Section 7.1.

Section 7.2. Distributions to Shareholders. The Trustees shall from time to
time distribute ratably among the Shareholders of each Series and each Class, if
any, such proportion of the net profits, surplus (including paid-in surplus),
capital or assets belonging to such Series or Class as the Trustees may deem
proper. Such distribution may be made in cash or property (including without
limitation any type of obligations of the Series or Class or any assets
belonging to such Series or Class), and the Trustees may distribute ratably
among the Shareholders of the Series or Class additional Shares in such manner,
at such times and on such terms as the Trustees may deem proper. Such
distributions may be among the Shareholders of record of the Series or Class at
the time of declaring a distribution, or among the Shareholders of record of the
Series or Class at such other date or time or dates or times as the Trustees
shall determine. The Trustees may in their discretion determine that, solely for
the purposes of such distributions, the Outstanding Shares of a Series or Class
shall exclude Shares for which orders have been placed subsequent to a specified
time on the date the distribution is declared or on the next preceding day if
the distribution is declared as of a day on which the New York Stock Exchange
and/or Federal Reserve Banks not open for business, all as described in the then
effective Registration Statement on Form N-1A of the Trust under the Securities
Act of 1933. The Trustees may always retain from the net profits in respect of a
particular Series or Class such amount as they may deem necessary to pay the
debts or expenses applicable to that Series or Class or to meet obligations of
the Trust or such Series or Class, or as they may deem desirable to use in the
conduct of the affairs of the Trust or Series or Class or to retain for future

23
<PAGE>

requirements or extensions of the business thereof. The Trustees may adopt and
offer to Shareholders of any or all Series or Classes such cash dividend payout
plans or related plans as the trustees shall deem appropriate. Unless the
Shareholder has notified the Transfer Agent in writing of his election to
receive distribution in cash, distributions in respect of any Series or Class
will be reinvested at the Net Asset Value per Share of such Series or Class at
the close of business on the reinvestment date established by the Trustees. If
authorized by the Trustees and permitted by applicable law, distributions in
respect of a particular Series or Class may be reinvested at the Net Asset Value
per Share of any other Series or Class in accordance with the procedures
described in the Trust's then current Registration Statement on Form N-1A.

Inasmuch as the computation of net income and gains for federal income tax
purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable any Series or Class to avoid or reduce liability for taxes.

Section 7.3. Power to Modify Foregoing Procedures. Notwithstanding any of
the foregoing provisions of this Article VII, the Trustees may prescribe, in
their absolute discretion, such other bases and times for determining the per
Share Net Asset Value or the net income of any or all Series or Classes, or the
declaration and payment of dividends and distributions in regard to any or all
Series or Classes as they may deem necessary or desirable.

ARTICLE VIII
DURATION, TERMINATION OF TRUST; AMENDMENT; MERGERS, ETC.

Section 8.1. Duration. The Trust (including any Series or Class established
in accordance with Section 5.11) shall continue without limitation of time,
subject to the provisions of this Article VIII.

Section 8.2. Termination of Trust or Series or Class

(a) The Trust or any Series or Class thereof may be terminated (i) by a
Majority Shareholder Vote of the Trust, each affected Series or each affected
Class, as applicable; or (ii) without the vote or consent of Shareholders by a
majority of the Trustees either at a meeting or by written consent. Upon the
termination of the Trust or any Series or Class:

(i) The Trust or such Series or Class shall carry on no business
except for the purpose of winding up its affairs;

(ii) The Trustees shall proceed to wind up the affairs of the Trust or
such Series or Class and all of the powers of the Trustees under this
Declaration shall continue until the affairs of the Trust or Series or
Class shall have been would up, including the

24
<PAGE>

power to fulfill or discharge the contracts of the Trust or Series or
Class, collect the assets thereof, sell, convey, assign, exchange, transfer
or otherwise dispose of all or any part of the remaining Trust Property in
respect of the Trust or Series or Class to one or more Persons at public or
private sale for consideration which may consist in whole or in part of
cash, securities or other property of any kind, discharge or pay the
liabilities of the Trust or Series or Class, and do all other acts
appropriate to liquidate the business; provided that any sale, conveyance,
assignment, exchange, transfer or other disposition of all or substantially
all the Trust Property in respect of the Trust or Series or Class shall
require Shareholder approval in accordance with Section 8.4;

(iii) In the case of the termination of the Trust, the Trustees may,
after paying or adequately providing for the payment of all liabilities of
the Trust (including the liabilities of all Series and Classes), and upon
receipt of such releases, indemnities and refunding agreements as they deem
necessary for their protection, the Trustees may distribute the remaining
Trust Property in respect of each Series or each Class, in cash or in kind
or partly each, ratably among the holders of the Shares of such Series or
Class then outstanding in accordance with the preferences and special or
relative rights and privileges, if any, of such Series or Class. The
Trustees shall have the same power and authority, but subject to the same
procedures and requirements, with respect to the termination of any Series
or Class as provided in this paragraph (iii) with regard to the termination
of the Trust.

(b) After termination of the Trust or any Series or Class and distribution
to the Shareholders, a majority of the Trustees shall execute and lodge among
the records of the Trust an instrument in writing setting forth the fact of such
termination, and the Trustees shall then be discharged from all further
liabilities and duties hereunder as regards the Trust or such Series or Class,
and the rights and interests of all Shareholders of the Trust or such Series or
Class shall then cease.

Section 8.3. Amendment Procedure. (a) Except as specifically provided in
this Declaration, the Trustees may, without a vote of the Shareholders, amend
this Declaration.

(b) Shareholders shall have the right to vote on:

(i) any amendment that would affect their right to vote granted in
Section 5.9;

(ii) any amendment that would alter the maximum number of Trustees
permitted under Section 2.11;

(iii) any amendment to this Section 8.3;

25
<PAGE>

(iv) any amendment as may be required by law or by the Trust's
registration statement filed with the Commission; and

(v) any amendment submitted to them by the Trustees.

Any amendment required or permitted to be submitted to Shareholders that, as the
Trustees may determine, shall affect the Shareholders of one or more Series or
Classes shall be authorized by the vote of the Shareholders of each Series or
Class affected and no vote of Shareholders of a Series or Class not affected
shall be required. Notwithstanding anything in this Declaration, any amendment
to Article IV shall not limit the rights to indemnification insurance provided
in that Article with respect to action or omission which occurred prior to such
amendment.

(c) A certificate signed by a majority of the Trustees setting forth an
amendment and reciting that it was duly adopted by the Shareholders or by the
Trustees as permitted, or a copy of the Declaration, as amended, and executed by
a majority of the Trustees, shall be conclusive evidence of such amendment when
lodged among the records of the Trust.

(d) Notwithstanding any other provisions of this Declaration, until such
time as a Registration Statement on Form N-1A under the Securities Act of 1933,
as amended, covering the first public offering of securities of the Trust shall
have become effective, this Declaration may be terminated or amended in any
respect by the affirmative vote of a majority of the Trustees or by an
instrument signed by a majority of the Trustees. Until Shares of a particular
Series or Class are issued, the Trustees may exercise all rights of the
Shareholders of such Series or Class with respect to matters affecting such
Series or Class, and may take any action with respect to the Trust or such
Series or Class required or permitted by law, this Declaration or the By-Laws to
be taken by Shareholders.

Section 8.4. Merger, Consolidation and Sale of Assets. Any or all Series or
Classes may merge or consolidate with any other corporation, association, trust
or other organization or may sell, lease or exchange all or substantially all of
the assets belonging to such Series or Class, including good will, upon such
terms and conditions and for such consideration when and as authorized at any
meeting of Shareholders called for the purpose by the affirmative vote of the
holders of two-thirds of the Shares of such Series or Class outstanding and
entitled to vote, or by an instrument or instruments in writing without a
meeting, consented to by the holders of two-thirds of such Shares; provided,
however, that, if such merger, consolidation, sale, lease or exchange is
recommended by the Trustees, a Majority Shareholder Vote of the relevant Series
or Class or the written consent of the holders of a majority of such Shares,
shall be sufficient authorization, and any such merger, consolidation, sale,
lease or exchange shall be deemed for all purposes to have been accomplished
under and pursuant to the statutes of the Commonwealth of Massachusetts.

26
<PAGE>

Section 8.5. Incorporation; Reorganization. The Trustees may, without the
vote or consent of Shareholders, cause to be organized, or may assist in
organizing, a corporation or corporations under the laws of any jurisdiction or
any other trust, partnership, association or other organization to take over all
of the assets belonging to such Series or Class or to carry on any business in
which the Series or Class shall directly or indirectly have any interest and to
sell, convey and transfer the assets belonging to such Series or Class to any
such corporation, trust, association or organization in exchange for the shares
or securities thereof or otherwise, and to lend money to, subscribe for the
shares or securities of, and enter into any contracts with any such corporation,
trust, partnership, association or organization, or any corporation,
partnership, trust, association or organization in which the Series or Class
holds or is about to acquire shares or any other interest. The Trustees may also
cause a merger or consolidation between any Series or Class or any of their
successors and any such corporation, trust, partnership, association or other
organization if and to the extent permitted by law, as provided under the law
then in effect. Unless otherwise required by law, nothing contained in this
Declaration shall be construed as requiring approval of Shareholders for the
Trustees to organize or assist in organizing one or more corporations, trusts,
partnerships, associations or other organizations, and selling, conveying or
transferring a portion of the assets belonging to a particular Series or Class
to such organizations or entities.

ARTICLE IX
REPORTS TO SHAREHOLDERS

The Trustees shall at least semi-annually submit to the Shareholders a
written financial report, which may be included in the Trust's prospectus, of
the transactions of the Trust, specifying the transactions attributable to each
Series and each Class, if any, including financial statements which shall at
least annually be certified by independent public accountants.

ARTICLE X
MISCELLANEOUS

Section 10.1. Filing. This Declaration and any amendment hereto shall be
filed in the office of the Secretary of State of the Commonwealth of
Massachusetts, and in such other places as may be required under the laws of
Massachusetts, and may also be filed or recorded in such other places as the
Trustees deem appropriate. Each amendment so filed shall be accompanied by a
certificate signed and acknowledged by the Secretary of the Trust stating that
such action was duly taken in a manner provided herein, and unless such
amendment or such certificate sets forth some later time for the effectiveness
of such amendment, such amendment shall be effective upon its filing. A restated
Declaration, integrating into a single instrument all of the provisions of the
Declaration which are then in effect and operative, may be executed from time to
time by a majority of the Trustees, and shall, upon filing with the Secretary of
State of the Commonwealth of Massachusetts, be conclusive evidence of all
amendments contained therein and may thereafter be referred to in lieu of the
original Declaration and its various amendments.

27
<PAGE>

Section 10.2. Governing Law. This Declaration is executed by the Trustees
and delivered in the Commonwealth of Massachusetts and with reference to the
laws thereof, and the rights of all parties and the validity and construction of
every provision hereof shall be subject to and construed according to the laws
of said Commonwealth.

Section 10.3. Counterparts. This Declaration may be simultaneously executed
in several counterparts, each of which shall be deemed to be an original, and
such counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.

Section 10.4. Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust appears to be a Trustee
hereunder, certifying to: (a) the number or identity of Trustees or
Shareholders, (b) the due authorization of the execution of any instrument or
writing, (c) the form of any vote passed at a meeting of Trustees or
Shareholders, (d) the fact that the number of Trustees or Shareholders present
at any meeting or executing any written instrument satisfies the requirements of
this Declaration, (e) the form of any By-Laws adopted by or the identity of any
officers elected by the Trustees or (f) the existence of any fact or facts which
in any manner relate to the affairs of the Trust, shall be conclusive evidence
as to the matters to certified in favor of any Person dealing with the Trustees
and their successors.

Section 10.5. Provisions in Conflict with Law or Regulations. (a) The
provisions of this Declaration are severable, and if the Trustees shall
determine, with the advice of counsel, that any such provisions are in conflict
with the 1940 Act, the regulated investment company provisions of the Code or
with other applicable laws and regulations, the conflicting provisions shall be
deemed never to have constituted a part of this Declaration; provided, however,
that such determination shall not affect any of the remaining provisions of this
Declaration or render invalid or improper any action taken or omitted prior to
such determination.

(b) If any provision of this Declaration shall be held invalid or
enforceable in any jurisdiction, such invalidity or unenforceability shall
attach only to such provision in such jurisdiction and shall not in any manner
affect such provision in any other jurisdiction or any other provision of this
Declaration in any jurisdiction.

Section 10.6. Use of the "Huntington" Name . The Huntington National Bank
("Huntington") has consented to the use by any Series of the Trust of the name
in the name of any Series of the Trust. Such consent is conditioned upon the
employment of Huntington or a subsidiary or affiliate thereof as Investment
Adviser of each Series of the Trust. As between the Trust and itself, Huntington
controls the use of the name of the Trust insofar as such name contains the
identifying name "Huntington." Huntington may from time to time use the
identifying name "Huntington" in other connections and for other purposes,
including, without

28
<PAGE>

limitation, in the names of other investment companies, corporations, or
businesses that it may manage, advise, sponsor or own or in which it may have a
financial interest. Huntington may require the Trust or any Series thereof to
cease using the identifying name "Huntington" in the name of the Trust or any
Series thereof if the Trust or any Series thereof ceases to employ Huntington or
a subsidiary or affiliate thereof as Investment Adviser.

29
<PAGE>

IN WITNESS WHEREOF, the undersigned has executed this Declaration of Trust
as Trustee this 30th day of June, 1999.

/s/ John M. Shary
---------------------------------------
John M. Shary

STATE OF OHIO )
) ss
COUNTY OF FRANKLIN )

The foregoing Declaration of Trust was acknowledged before me this 30th
day of June, 1999, by John M. Shary, Trustee.

/s/ Stevenson E. Jones
--------------------------------------
Stevenson E. Jones, Notary Public
My Commission expires: October 14, 2003

30
<PAGE>

IN WITNESS WHEREOF, the undersigned has executed this Declaration of Trust
as Trustee this 17th day of June, 1999.

/s/ William R. Wise
-------------------------------------
William R. Wise

STATE OF OHIO )
) ss
COUNTY OF FRANKLIN)

The foregoing Declaration of Trust was acknowledged before me this 17th
day of June, 1999, by William R. Wise, Trustee.

/s/ Milton J. Outcalt
--------------------------------------
Milton J. Outcalt, Notary Public
My Commission expires: January 29, 2003

31
<PAGE>

IN WITNESS WHEREOF, the undersigned has executed this Declaration of Trust
as Trustee this 21st day of June, 1999.

/s/ David S. Schoedinger
------------------------------------
David S. Schoedinger

STATE OF OHIO )
) ss
COUNTY OF FRANKLIN )

The foregoing Declaration of Trust was acknowledged before me this 21st
day of June, 1999, by David S. Schoedinger, Trustee.

/s/ Michael Schoedinger
------------------------------------
Michael Schoedinger, Notary Public
My Commission expires: August 31, 2001

<PAGE>

Exhibit (a)(2)
THE HUNTINGTON VA FUNDS
(a Massachusetts business trust)

CERTIFICATE OF DESIGNATION
of
SERIES OF SHARES

Certificate of Designation

The undersigned Secretary of the Trust certifies that, pursuant to
authority conferred by Section 5.11 of the Declaration of Trust, the Trustees of
the Trust have authorized the creation of separate Series of Shares of
beneficial interest of the Trust as follows:

(1) The Shares of beneficial interest of the Trust have been divided
into two separate Series designated as follows:

Huntington VA Growth Fund
Huntington VA Income Equity Fund

(2) Each Series shall be authorized to invest in cash, securities,
instruments and other property as from time to time described in the
Trust's then current effective registration statement filed with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. Each shares of beneficial interest in each Series shall be
redeemable, shall be entitled to one vote or fraction of a vote and shall
represent a pro rata beneficial interest in the assets allocated to that
Series, and shall be entitled to receive its pro rata share of net assets
of that Series upon liquidation of that Series, all as provided in the
Declaration of Trust.

(4) The assets and liabilities of the Trust shall be allocated among
the Trust's Series as set forth in Section 5.11 of the Declaration of
Trust, and any liabilities, expenses, costs, charges or reserves of the
Trust which are not readily identifiable as belonging to any particular
Series shall be allocated among the Series on the basis of their relative
average daily net assets.

/s/ James R. Foggo
------------------------------
Dated: July 21, 1999 James R. Foggo
Secretary

<PAGE>

Exhibit (b)
BY-LAWS

OF HUNTINGTON VA FUNDS

DATED July 21,1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S> <C>
ARTICLE I DEFINITIONS............................................................... 1

ARTICLE II OFFICES................................................................... 1
Section 1. Principal Office.......................................................... 1
Section 2. Other Offices............................................................. 1

ARTICLE III SHAREHOLDERS.............................................................. 1
Section 1. Meetings; Quorum.......................................................... 1
Section 2. Notice of Meetings........................................................ 1
Section 3. Record Date for Meetings and Other Purposes............................... 1
Section 4. Proxies................................................................... 2
Section 5. Inspection of Records..................................................... 2
Section 6. Action without Meeting.................................................... 2

ARTICLE IV TRUSTEES.................................................................. 2
Section 1. Meetings of the Trustees.................................................. 2
Section 2. Quorum and Manner of Acting............................................... 3

ARTICLE V COMMITTEES................................................................ 3
Section 1. Executive and Other Committees............................................ 3
Section 2. Meetings, Quorum and Manner of Acting..................................... 3

ARTICLE VI OFFICERS.................................................................. 4
Section 1. General Provisions........................................................ 4
Section 2. Term of Office and Qualifications......................................... 4
Section 3. Removal................................................................... 4
Section 4. Powers and Duties of the President........................................ 4
Section 5. Powers and Duties of Vice Presidents...................................... 5
Section 6. Powers and Duties of the Treasurer........................................ 5
Section 7. Powers and Duties of the Secretary........................................ 5
Section 8. Powers and Duties of Assistant Treasurers................................. 5
Section 9. Powers and Duties of Assistant Secretaries................................ 5
Section 10. Compensation of Officers and Trustees and Members of the Advisory Board.. 5

ARTICLE VII FISCAL YEAR............................................................... 6

ARTICLE VIII SEAL...................................................................... 6

ARTICLE IX WAIVERS OF NOTICE......................................................... 6
</TABLE>

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<PAGE>

<TABLE>
<S> <C>
ARTICLE X CUSTODY OF SECURITIES...................................................... 6
Section 1. Employment of a Custodian.................................................. 6
Section 2. Action Upon Termination of Custodian Agreement............................. 6
Section 3. Custodian Contract......................................................... 7
Section 4. Central Certificate System................................................. 7
Section 5. Acceptance of Receipts in Lieu of Certificates............................. 7

ARTICLE XI AMENDMENTS................................................................. 7

ARTICLE XII MISCELLANEOUS.............................................................. 7
</TABLE>

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<PAGE>

BY-LAWS
OF HUNTINGTON VA FUNDS

ARTICLE 1
DEFINITIONS

The terms "Class," "Commission," "Custodian," "Declaration,""Distributor,"
"Investment Advisor," "Municipal Bonds," "1940 Act," "Series,""Shares,"
"Shareholder," "Transfer Agent," "Trust," "Trust Property," "Trustees," and
"Majority Shareholder Vote," have the respective meanings given them in the
Declaration of Trust of the Huntington VA Funds (the "Trust") dated as of
__________, 1999, as amended from time to time.

ARTICLE I
OFFICES

Section 1. Principal Office. Until changed by the Trustees, the principal
office of the Trust shall be located at 41 South High Street, Columbus, Ohio
43287.

Section 2. Other Offices. The Trust may have offices in such other places
without as well as within the Commonwealth of Massachusetts as the Trustees may
from time to time determine.

ARTICLE II
SHAREHOLDERS

Section 1. Meetings; Quorum. Meetings of the Shareholders shall be held as
provided in the Declaration at such place within or without the Commonwealth of
Massachusetts or Ohio as the Trustees shall designate. The holders of a majority
of the outstanding Shares entitled to vote, present in person or by proxy, shall
constitute a quorum at any meeting of the Shareholders.

Section 2. Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail or any electronic means permitted by law to each Shareholder at
his address as recorded on the register of the Trust mailed or sent at least
(10) days, but not more than sixty (60) days, before the meeting. Only the
business stated in the notice of the meeting shall be considered at such
meeting. Any adjourned meeting maybe held as adjourned without further notice.
No notice need be given to any Shareholder who shall have failed to inform the
Trust of his current address or if a written waiver of notice, executed before
or after the meeting by the Shareholder or his attorney thereunto authorized, is
filed with the records of the meeting.

Section 3. Record Date for Meetings and Other Purposes. For the purpose of
determining the Shareholders of any Series or Class who are entitled to notice
of an to vote at any meeting, or to participate in any distribution, or for the
purpose of any other action, the Trustees may from time to time close the
transfer books of the Trust with respect to such Series or Class for such

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<PAGE>

period, not exceeding thirty (30) days, as the Trustees may determine; or
without closing the transfer books the Trustees may fix a date not more than
sixty (60) days prior to the date of any meeting of Shareholders or distribution
or other action as a record date for the determination of the persons to be
treated as Shareholders of record for such purposes, except for dividend
payments which shall be governed by the Declaration.

Section 4. Proxies. At any meeting of Shareholders, any holder of Shares of
any Series of Class entitled to vote there at may vote by proxy, provided that
no proxy shall be voted at any meeting unless it shall have been placed on file
with the Secretary, or with such other officer or agent of the Trust as the
Trustees may direct, for verification prior to the time at which such vote shall
be taken. Proxies may be solicited in the name of one or more Trustees or one or
more of the officers of the Trust. Only Shareholders of record shall be entitled
to vote. Each whole Share shall be entitled to one vote as to any matter on
which it is entitled by the Declaration to vote, and each fractional Share shall
be entitled to a proportionate fractional vote. When any Share is held jointly
by several persons, any one of them may vote at any meeting in person or by
proxy in respect of such Share, but if more than one of them shall be present at
such meeting in person or by proxy, and such joint owners or their proxies so
present disagree as to any vote to be cast, such vote shall not be received in
respect of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger. If the holder
of any such Share is a minor or a person of unsound mind, and subject to
guardianship or the legal control of any other person as regards the charge or
management of such Share, he may vote by his guardian or such other person
appointed or having such control, and such vote may be given in person or by
proxy.

Section 5. Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation.

Section 6. Action without Meeting. Any action which may be taken by
Shareholders may be taken without a meeting if a majority of Shareholders
entitled to vote on the matter (or such larger proportion thereof as shall be
required by law, the Declaration or these By-laws for approval of such matter)
consent to the action in writing and the written consents are filed with the
records of the meetings of Shareholders. The Trustees may, as permitted by law,
accept consents sent by telefax or other electronic means through which a
signature is identifiable. Such consents shall be treated for all purposes as a
vote taken at a meeting of Shareholders called for such purpose.

ARTICLE 2
TRUSTEES

Section 1. Meetings of the Trustees. The Trustees may in their discretion
provide for regular or stated meetings of the Trustees. Notice of regular or
stated meetings need not be given. Meetings of the Trustees other than regular
or stated meetings shall be held whenever called by the President, or by any one
of the Trustees, at the time being the office. Notice of the time and place

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<PAGE>

of each meeting other than regular or stated meetings shall be given by the
Secretary or an Assistant Secretary or by the officer or Trustee calling the
meeting and shall be mailed to each Trustee at least two days before the
meeting, or shall be telegraphed, cabled, or wirelessed to each Trustee at his
business address, or personally delivered to him at least one day before the
meeting. Such notice may, however, be waived by any Trustee. Notice of a meeting
need not be given to any Trustee if a written waiver of notice, executed by him
before or after the meeting, is filed with the records of the meeting, or to any
Trustee who attends the meeting without protesting prior thereto or at its
commencement the lack of notice to him. A notice or waiver of notice need not
specify the purpose of any meeting. The Trustees may meet by means of a
telephone conference circuit or similar communications equipment by means of
which all persons participating in the meeting are connected, which meeting
shall be deemed to have been held at a place designated by the Trustees at the
meeting. Participation in a telephone conference meeting shall constitute
presence in person at such meeting. Any action required or permitted to be taken
at any meeting of the Trustees may be taken by the Trustees without a meeting if
a majority of the Trustees consent to the action in writing and the written
consents are filed with the records of the Trustees' meetings. Such consents
shall be treated as a vote for all purposes.

Section 2. Quorum and Manner of Acting. A majority of the Trustees shall be
present in person at any regular or special meeting of the Trustees in order to
constitute a quorum for the transaction of business at such meeting and (except
as otherwise required by law, the Declaration or these By-laws) the act of a
majority of the Trustees present at any such meeting, at which a quorum is
present, shall be the act of the Trustees. In the absence of a quorum, a
majority of the Trustees present may adjourn the meeting from time to time until
a quorum shall be present. Notice of an adjourned meeting need not be given.

ARTICLE III
COMMITTEES

Section 1. Executive and Other Committees. The Trustees by vote of a
majority of all the Trustees may elect from their own number an Executive
Committee to consist of not less than two (2) to hold office at the pleasure of
the Trustees, which shall have the power to conduct the current and ordinary
business of the Trust while the Trustees are not in session, including the
purchase and sale of securities and the designation of securities to be
delivered upon redemption of Shares of any Series or Class, and such other
powers of the Trustees as the Trustees may, from time to time, delegate to them
except those powers which by law, the Declaration or these By-laws they are
prohibited from delegating. The Trustees may also elect from their own number
other committees from time to time, the number composing such committees, the
powers conferred upon the same (subject to the same limitations as with respect
to the Executive Committee) and the term of membership on such committees to be
determined by the Trustees. The Trustees may designate a chairman of any such
committee. In the absence of such designation the committee may elect its own
chairman.

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<PAGE>

Section 2. Meetings, Quorum and Manner of Acting. The Trustees may (1)
provide for regular or stated meetings of any committee, (2) specify the manner
of calling and notice required for special meetings of any committee, (3)
specify the number of members of a committee required to constitute a quorum and
the number of members of a committee required to exercise specified powers
delegated to such committee, (4) authorize the making of decisions to exercise
specified powers by written assent of the requisite number of members of a
committee without a meeting, and (5) authorize the members of a committee to
meet by means of a telephone conference circuit or similar communications
equipment be means of which all persons participating in the meeting are
connected. The Executive Committee and any other committee created as above
provided or as provided in the Declaration shall keep regular minutes of its
meetings and records of decisions taken without a meeting and cause them to be
recorded in a book designated for that purpose and kept in the office of the
Trust.

ARTICLE 3
OFFICERS

Section 1. General Provisions. The officers of the Trust shall be a
President, a Treasurer and a Secretary, who shall be elected by the Trustees.
The Trustees may elect or appoint such other officers or agents as the business
of the Trust may require, including one or more Vice Presidents, one or more
Assistant Secretaries, and one or more Assistant Treasurers. The Trustees may
delegate to any officer or committee the power to appoint any subordinate
officers or agents.

Section 2. Term of Office and Qualifications. Except as otherwise provided
by law, the Declaration or these By-laws, the President, the Treasurer and the
Secretary shall each hold office until his successor shall have been duly
elected and qualified, and all other officers shall hold office at the pleasure
of the Trustees. Any two or more offices may be held by the same person. Any
officer may be, but none need by, a Trustee or Shareholder.

Section 3. Removal. The Trustees, at any regular or special meeting of the
Trustees, may remove any officer without cause, by a vote of a majority of the
Trustees then in office. Any officer or agent appointed by an officer or
committee may be removed with or without cause by such appointing officer or
committee.

Section 1. Powers and Duties of the President. The President may call
meetings of the Trustees and of any committee thereof when he deems it necessary
and shall preside at all meetings of the Shareholders. Subject to the control of
the Trustees and to the control of any committees of The Trustees, within their
respective spheres, as provided by the Trustees, the President shall at all
times exercise general supervision and direction over the affairs of the Trust.
The President shall have the power to employ attorneys and counsel for the Trust
and to employ such subordinate officers, agents, clerks and employees as he may
find necessary to transact the business of the Trust. The President shall also
have the power to grant, issue, execute or sign such powers of attorney, proxies
or other documents as may be deemed advisable or necessary in furtherance of the
interests

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<PAGE>

of the Trust. The President shall have such other powers and duties, as from
time to time may be conferred upon or assigned to him by the Trustees.

Section 4. Powers and Duties of Vice Presidents. In the absence or
disability of the President, the Vice President or, if there be more than one
Vice President, any Vice President designated by the Trustees, shall perform all
the duties and may exercise any of the powers of the President, subject to the
control of the Trustees. Each Vice President shall perform such other duties as
may be assigned to him from time to time by the Trustees and the President.

Section 5. Powers and Duties of the Treasurer. The Treasurer shall be the
principal financial and accounting officer of the Trust. The Treasury shall
deliver all funds of the Trust which may come into his hands to such Custodian
as the Trustees may employ pursuant to Article X of these By-laws. The Treasurer
shall render a statement of condition of the finances of the Trust to the
Trustees as often as they shall require the same and he shall in general perform
all the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the Trustees. The Treasurer shall give a
bond for the faithful discharge of his duties, if required to do so by the
Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

Section 6. Powers and Duties of the Secretary. The Secretary shall keep the
minutes of all meetings of the Trustees and of the Shareholders in proper books
provided for that purpose. The Secretary shall have custody of the seal of the
Trust, if any, and shall have charge of the Share transfer books, lists and
records unless the same are in the charge of the Transfer Agent. The Secretary
shall attend to the giving and serving of all notices by the Trust in accordance
with the provisions of these By-laws and as required by law; and as subject to
these By-laws, the Secretary shall in general perform all duties incident to the
office of Secretary and such other duties as from time to time may be assigned
to him by the Trustees.

Section 7. Powers and Duties of Assistant Treasurers. In the absence or
disability of the Treasurer, any Assistant Treasurer designated by The Trustees
shall perform all the duties, and may exercise any of the powers, of the
Treasurer. Each Assistant Treasurer shall perform such other duties as from time
to time may be assigned to him by the Trustees. Each Assistant Treasurer shall
give a bond for the faithful discharge of his duties, if required to do so by
the Trustees, in such sum and with such surety or sureties as the Trustees shall
require.

Section 8. Powers and Duties of Assistant Secretaries. In the absence or
disability of the Secretary, any Assistant Secretary designated by The Trustees
shall perform all the duties, and may exercise any of the powers, of the
Secretary. Each Assistant Secretary shall perform such other duties as from time
to time be assigned to him by the Trustees.

Section 9. Compensation of Officers and Trustees and Members of the
Advisory Board. Subject to any applicable provisions of the Declaration, the
compensation of the officers and Trustees and members of the Advisory Board, if
any, shall be fixed from time to time by the Trustees or, in the case of
officers, by any committee or officer upon whom such power may be conferred by

5
<PAGE>

the Trustees. No officer shall be prevented from receiving such compensation as
such officer by reason of the fact that he is also a Trustee.

ARTICLE IV
FISCAL YEAR

The fiscal year of the Trust shall begin on the first day of January in
each year and shall end on the thirty-first day of December in each year,
provided, however, that the Trustees may from time to time change the fiscal
year.

ARTICLE V
SEAL

The Trustees may adopt a seal which shall be in such form and shall have
such inscription thereon as the Trustees may from time to time prescribe.
However, unless otherwise required by the Trustees, the seal shall not be
necessary to be placed on, and its absence shall not impair the validity of, any
document, instrument or other paper executed and delivered by or on behalf of
the Trust.

ARTICLE VI
WAIVERS OF NOTICE

Whenever any notice whatever is required to be given by law, the
Declaration or these By-laws, the person or persons entitled to said notice,
whether before or after the time stated therein, may waive notice by a signed
writing. Waivers may be delivered to the Trust by telegraph, telefax, cable or
other electronic means. A waiver by telegraph, cable or commercially available
electronic means shall be deemed to have been telegraphed, cabled or otherwise
electronically sent for the purposes of these By-laws when it has been delivered
to a representative of any telegraph, cable or other electronic communications
company with instructions that it be telegraphed, cabled or electronically sent.
A waiver by telefax or other privately available electronic means shall be
deemed to have been telefaxed or otherwise electronically sent for the purposes
of these By-laws when the sender obtains written confirmation of the
transmission.

ARTICLE VII
CUSTODY OF SECURITIES

Section 1. Employment of a Custodian. The Trust shall place and at all
times maintain in the custody of a Custodian (including any sub-custodian for
the Custodian) all funds, securities and similar investments included in the
Trust Property. The Custodian (and any sub-custodian) shall be a bank or trust
company having not less than $2,000,000 aggregate capital, surplus and undivided
profits and shall be appointed from time to time by the Trustees, who shall fix
its remuneration.

Section 2. Action Upon Termination of Custodian Agreement. Upon termination
of a custodian agreement or inability of the Custodian to continue to serve, the
Trustees shall promptly

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<PAGE>

appoint a successor Custodian, but in the event that no successor Custodian can
be found which has the required qualifications and is willing to serve, the
Trustees shall call as promptly as possible a special meeting of the
Shareholders to determine whether the Trust shall function without a Custodian
or shall be liquidated. If so directed by a Majority Shareholder Vote, the
Custodian shall deliver and pay over all Trust Property held by it as specified
in such vote.

Section 3. Custodian Contract. The Trust shall enter into a written
contract with each Custodian regarding the powers, duties and compensation of
such Custodian with respect to the cash and securities of the Trust held by such
Custodian. Said contract and all amendments thereto shall be approved by the
Trustees.

Section 4. Central Certificate System. Subject to such rules, regulations
and orders as the Commission may adopt, the Trustees may direct the Custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act, pursuant to which
system all securities of any particular class or series of any issuer deposited
within the system are treated as fungible and may be transferred or pledged by
bookkeeping entry without physical delivery of such securities, provided that
all such deposits shall be subject to withdrawal only upon the order of the
Trustees or their duly authorized agent.

Section 5. Acceptance of Receipts in Lieu of Certificates. Subject to such
rules, regulations and orders as the Commission may adopt, the Trustees may
direct the Custodian to accept written receipts or other written evidences
indicating purchases of securities held in book-entry from in the Federal
Reserve System in accordance with regulations promulgated by the Board of
Governors of the Federal Reserve System and the local Federal Reserve Banks in
lieu of receipt of certificates representing such securities.

ARTICLE VIII
AMENDMENTS

These By-laws, or any of them, may be altered, amended or repealed, or new
By-laws may be adopted by the Trustees, provided, however, that no By-law may be
amended, adopted or repealed by the Trustees if such amendment, adoption or
repeal requires, pursuant to law, the Declaration or these By-laws, a vote of
the Shareholders.

ARTICLE IX
MISCELLANEOUS

(A) Except as hereinafter provided, no officer or Trustees of the Trust and
no partner, officer, director or shareholder of the Investment Advisor or of the
Distributor, and no Investment Advisor or Distributor, shall take long or short
positions in the securities issued by the Trust. (1) The

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<PAGE>

foregoing provisions shall not prevent the Distributor from purchasing Shares
from the Trust if such purchases are limited (except for reasonable allowances
for clerical errors, delays and errors of transmission and cancellation of
orders) to purchase for the purpose of filling orders for such Shares received
by the Distributor and provided that orders to purchase from the Trust are
entered with the Trust or the Custodian promptly upon receipt by the Distributor
of purchase orders for such Shares, unless the Distributor is otherwise
instructed by its customer. (2) The foregoing provisions shall not prevent the
Distributor from purchasing Shares as agent to the account of the Trust. (3) The
foregoing provisions shall not prevent the purchase from the Trust or from the
Distributor of Shares by any officer or Trustee of the Trust or by any partner,
officer, director of shareholder of the Investment Advisor or of the Distributor
at the price available to the public generally at the moment of such purchase,
or as described in the then currently effective Prospectus of the Trust. (4) The
foregoing shall not prevent the Investment Advisor, the Distributor, or any
affiliates of either, from purchasing Shares of any Series or Class for
investment purposes or prior to the effective date of the registration statement
relating to such Shares under the Securities Act of 1933. (B) The Trust shall
not lend assets of the Trust to any officer or Trustee of the Trust, or to any
partner, officer, director or shareholder of, or person financially interested
in, the Investment Advisor or the Distributor, or to the Investment Advisor or
to the Distributor. (C) The Trust shall not impose any restrictions upon the
transfer of the Shares of the Trust except as provided in the Declaration, but
this requirement shall not prevent the charging of customary transfer agent
fees. (D) The Trust shall not permit any officer or Trustee of the Trust, or any
partner, officer or director of the Investment Advisor or Distributor to deal
for or on behalf of the Trust with himself as principal or agent, or with any
partnership, association or corporation in which he has a financial interest;
provided that the foregoing provisions shall not prevent (a) officers and
Trustees of the Trust or partners, officers or directors of the Investment
Advisor or Distributor from buying, holding or selling Shares, or from being
partners, officers or directors of, or otherwise financially interested in, the
Investment Advisor or Distributor; (b) purchases or sales of securities or other
property by the Trust from or to an affiliated person or to the Investment
Advisor or Distributor if such transaction is exempt from the applicable
provisions of the 1940 Act; (c) purchases of investments for the portfolio of
the Trust or sales of investments owned by the Trust through a securities dealer
who is, or one or more of whose partners, shareholders, officers or directors
is, an officer or Trustees of the Trust, or a partner, officer or director of
the Investment Advisor or Distributor, if such transactions are handled in the
capacity of broker only and commissions charged do not exceed customary
brokerage charges for such services; (d) employment of legal counsel, registrar,
Transfer Agent, dividend disbursing agent or Custodian who is, or has a partner,
shareholder, officer, or director who is, an officer or Trustee of the Trust, or
a partner, officer or director of the Investment Advisor or Distributor, if only
customary fees are charge for services to the Trust; (e) sharing statistical,
research, legal and management expenses and office hire and expenses with any
other investment company or other company in which an officer or Trustee of the
Trust, or a partner, officer or director of the Investment Advisor or
Distributor, is an officer or director or otherwise financially interested.

<PAGE>

Exhibit (d)
INVESTMENT ADVISORY AGREEMENT

THIS AGREEMENT is made as of the ____ day of __________, 1999, by and
between Huntington VA Funds (the "Trust"), a business trust
organized under the laws of the commonwealth of Massachusetts and The Huntington
National Bank, a national banking association (the "Adviser").

WHEREAS, the Trust is registered as an open-end, diversified management
investment company under the Investment Company Act of 1940, as amended; and

WHEREAS, the Trust desires to retain the Adviser to render investment
advisory and other management services for each of its investment portfolios now
in existence or created in the future (collectively, the "Funds") on the terms
and conditions set forth;

NOW THEREFORE, in consideration of the premises and mutual covenants
hereinafter contained, the parties agree as follows:

1. Employment of the Adviser. The Trust, being duly authorized, hereby
--------------------------
appoints the Adviser to act as investment adviser to the Trust for the Funds
listed on Exhibit A for the period and on the terms set forth in this Agreement.
The Adviser accepts such employment and agrees to render the services herein set
forth for the compensation herein provided.

2. Management. Subject to the supervision and direction of the Board of
-----------
Trustees of the Trust (the "Trustees"), the Adviser will provide a continuous
program for the Funds, including, but not limited to, investment research and
management with respect to all securities, investments, cash and cash
equivalents in the Funds. The Adviser will determine, from time to time, what
securities and other instruments will be purchased, retained or sold by the
Trust for the Funds. The Adviser will provide the services rendered by it in
accordance with the Fund's investment objectives and policies as stated in the
Prospectus which is a part of the Trust's effective Registration Statement as
amended from time to time. The Adviser agrees that it:

(a) will conform with all applicable Rules and Regulations of the
Securities and Exchange Commission (herein called the "Rules") and with the
Securities Act of 1933, the Securities Exchange Act of 1934, the Investment
Company Act of 1940 and the Investment Advisers Act of 1940, all as amended, and
will conduct its activities under this Agreement in accordance with all
applicable Rules and Regulations of the Comptroller of the Currency pertaining
to the investment advisory activities of national banks;

(b) will place orders pursuant to its investment determinations for the
Funds, either directly with the issuer of the instrument to be purchased or with
any broker or dealer selected by it. In placing orders with brokers and
dealers, the Adviser will use its best reasonable efforts to obtain the best net
price and execution of its orders, after taking into account all factors it
deems
<PAGE>

relevant, including the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer, and the reasonableness of the commission, if any, both for the specific
transaction and on a continuing basis. However, this responsibility shall not be
deemed to obligate the Adviser to solicit competitive bids for each transaction.
Consistent with this obligation, the Adviser may, to the extent permitted by
law, purchase and sell portfolio securities to and from brokers and dealers who
provide brokerage and research services (as those terms were defined in Section
28(e) of the Securities Exchange Act of 1934) statistical quotations,
specifically, the quotations necessary to determine the Fund's net asset value,
and other information provided to the Funds or to the Adviser or its affiliates
to or for the benefit of the Funds and/or other accounts over which the Adviser
or any of its affiliates exercises investment discretion. Subject to the review
of the Trustees from time to time with respect to the extent and continuation of
the policy, the Adviser is authorized to pay to a broker or dealer who provides
such brokerage and research services a commission for effecting a securities
transaction for the Funds which is in excess of the amount of commission another
broke or dealer would have charged for effecting the transaction if the Adviser
determines in good faith that such commission was reasonable in relation to the
value of the brokerage and research services provided by such broker or dealer,
viewed in terms of either that particular transaction or the overall
responsibilities of the Adviser with respect to the accounts as to which it or
its affiliates exercise investment discretion; and

(c) will maintain books and records with respect to the securities
transactions of the Funds and will render to the Trustees such periodic and
special reports as the Trustees may reasonably request.

3. Services Not Exclusive. The investment management services rendered
-----------------------
by the Adviser under this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others as its services under
this Agreement are not impaired thereby. The Adviser shall provide fair and
equitable treatment to the Funds in the selection of portfolio instruments and
the allocation of investment opportunities; the Adviser is not required to give
the Funds preferential treatment.

4. Books and Records. In compliance with the requirements of Rule 31a-3
------------------
promulgated under the Investment Company Act of 1940, as amended, the Adviser
hereby agrees that all records which it maintains for the Funds are the property
of the Trust and further agrees to surrender promptly to the Trust any of such
records upon the Trust's request. The Adviser further agrees to preserve for
the periods proscribed by Rule 31a-2 the records required to be maintained by
Rule 31a-1 and to comply in full with the requirements of Rule 204-2 under the
Investment Advisers Act of 1940, pertaining to the maintenance of books and
records.

5. Expenses. During the term of this Agreement, the Adviser will pay all
---------
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commissions and taxes, if
any) or other investment instruments purchased for the Funds.

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<PAGE>

6. Compensation. For the services provided and the expenses assumed,
-------------
pursuant to this Agreement, the Trust will pay the Adviser, and the Adviser will
accept as full compensation, the fees set forth in Exhibit A.

7. Limitation of Liability of the Adviser; Indemnification.
--------------------------------------------------------

(a) The Adviser will not be liable for any error of judgment or mistake of
law or for any loss suffered by the Trust in connection with the matters to
which this Agreement relates, except a loss resulting from a breach of fiduciary
duty with respect to the receipt of compensation for services or a loss
resulting from willful malfeasance, 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 this Agreement.

(b) Subject to the limitations contained in Section 7(c) below:

(i) the Trust shall indemnify and hold harmless the Adviser, its
directors, officers, employees and each person who controls the Adviser
(hereinafter referred to as "Covered Persons") to the fullest extent permitted
by law, against any and all claims, demands and liabilities (and all reasonable
expenses in connection therewith) to which the Adviser or any of its directors,
officers, employees or controlling persons may become subject by virtue of the
Adviser being or having been the Adviser of the Trust;

(ii) the words "claims", "actions", "suits", or "proceedings" shall
apply to all claims, actions, suit or proceedings (civil, criminal or other,
including appeals), actual or threatened while in office or thereafter, and the
words "liabilities" and "expenses" shall include, without limitation, attorneys'
fees and expenses, costs, judgments, amounts paid in settlement, fines,
penalties and other liabilities.

(i) who shall have been adjudicated by a court or body before which
the proceedings was brought (A) to be liable to the Trust or its Shareholders by
reason of willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of its office or (B) not to have acted in
good faith in the reasonable relief that its action was in the best interest of
the Trust; or

(ii) in the event of a settlement, unless there has been a
determination that such Covered Person did not engage in willful misfeasance,
bad faith, gross negligence or reckless disregard of the duties involved in the
conduct of his office,

(A) by the court of other body approving the settlement; or

(B) by at least a majority of those Trustees who are neither
"interested

3
<PAGE>

persons" of the Trust (as defined in the Investment Company Act of 1940, as
amended) nor are parties to the matter, based upon a review of readily available
facts (as opposed to a full trial-type inquiry); or

(C) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type inquiry).

(d) The rights of indemnification herein provided may be insured against
by policies maintained by the Trust, shall be severable, shall not be exclusive
of or affect any other rights to which any Covered Person may now or hereafter
be entitled, shall continue as to a person who has ceased to be a Covered Person
and shall inure to the benefit of the personal representatives, successors and
assigns of each such person. Nothing contained herein shall affect any rights to
indemnification to which Trust personnel and any other persons, other than a
Covered Person, may be entitled by contract or otherwise by law.

(e) Expenses in connection with the investigation, preparation and
presentation of a defense to any claim, suit or proceeding of the character
described in subsection (b) of this Section 7 shall be paid by the Trust or by
the Funds, from time to time, prior to final disposition thereof, upon receipt
of an undertaking by or on behalf of such Covered Person that such amount will
be paid over by him to the Trust or the Funds if it is ultimately determined
that he is not entitled to indemnification under this Section 7; provided,
however, that either (i) such Covered Person shall have provided appropriate
security for such undertaking, (ii) the Trust shall be insured against losses
arising out of any such advance payments, or (iii) either a majority of the
Trustees who are neither "interested persons" of the Trust nor parties to the
matter, or independent legal counsel in a written opinion, shall have
determined, based upon a review of readily available facts (as opposed to a
trial-type inquiry), that there is reason to believe that such Covered Person
will be entitled to indemnification under this Section 7.

8. Duration and Termination. This Agreement shall be effective as of the
-------------------------
date on which the registration statement on Form N-1A for the Trust is declared
effective and, unless sooner terminated as provided herein, shall continue until
____________, 2001. Thereafter, if not terminated, this Agreement shall
continue in effect as to the Funds for successive periods of 12 months each,
provided such continuance is specifically approved at least annually (a) by the
vote of a majority of those Trustees who are not parties to this Agreement or
interested persons of any such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Trustees or, with respect to
the Funds, by the vote of a majority of the outstanding voting securities of the
Funds; provided, however, that this Agreement may be terminated by the Trust as
to the Funds at any time, without the payment of any penalty, by the Trustees,
or, with respect to the Funds, by vote of a majority of the outstanding voting
securities of the Funds on 60 days' written notice to the Adviser, or by the
Adviser as to the Funds at any time, without payment of any penalty, on 90 days'
written notice to the Trust. This Agreement will immediately terminate in the
event of its assignment by either party hereto or by operation of law. (As used
in this Agreement, the terms "majority of the outstanding voting securities,"

4
<PAGE>

"interested person" and "assignment" shall have the same meanings as such terms
have in the Investment Company Act of 1940, as amended.)

9. Amendment of this Agreement. No provision of this Agreement may be
----------------------------
changed, waived, discharged or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought, and no amendment of this Agreement shall be
effective with respect to a Fund until approved by vote of a majority of that
Fund's outstanding voting securities.

10. (A) Representations and Warranties. The Adviser hereby represents
-------------------------------
and warrants as follows:

(1) The Adviser is exempt from registration under the Investment Advisers
Act of 1940, as amended;

(2) The Adviser has all requisite authority to enter into, execute,
deliver and perform its obligations under this Agreement;

(3) This Agreement is the legal, valid and binding obligation of the
Adviser, and is enforceable in accordance with its terms; and

(4) The performance of the Adviser of its obligations under this Agreement
does not conflict with any law or regulation to which it is subject.

(B) Covenants. The Adviser covenants and agrees that, so long as this
----------
Agreement shall remain in effect, (1) the Adviser shall remain exempt from
registration or shall become registered under the Investment Advisers Act of
1940; and (2) the performance by the Adviser of its obligations under this
Agreement shall not conflict with any law to which it is then subject.

(C) The Trust hereby covenants and agrees that, so long as this Agreement
shall remain in effect, it shall furnish the Adviser from time to time with
copies of the following documents, if and when effective, pertaining to the
Trust or the Funds and all amendments and supplements thereto: Declaration of
Trust, By-Laws, Registration Statement on Form N-1A and post-effective
amendments thereto (including all Prospectuses and Statements of Additional
Information), Custodian Contract, Transfer Agency and Service Agreement,
Administration Agreement, Distribution Agreement, Rule 12b-1 Distribution and
Service Plan (if any), proxy statements and any other documents filed with the
Securities and Exchange Commission, state securities law administrators or other
governmental agencies, and any other documents the Adviser may reasonably
request.

11. Notices. Any notice required to be given pursuant to this Agreement
--------
shall be deemed duly given if delivered or mailed by registered mail, postage
prepaid to the Adviser at 41 South High Street, Columbus, Ohio 43287.

5
<PAGE>

12. Waiver. With full knowledge of the circumstances and the effect of
-------
its action, the Adviser hereby waives any and all rights which it may acquire in
the future against the property of any shareholder of the Trust, other than
shares of the Trust at their net asset value, which arise out of any action or
inaction of the Trust under this Agreement.

13. Captions. The captions in this Agreement are included for convenience
---------
or reference only and in no way define or delimit any of the provisions hereof
or otherwise affect their construction or effect.

14. Severability. If any provision of this Agreement shall be held or
-------------
made invalid or unenforceable by a court decision, statute, rule or otherwise,
the remainder shall not be thereby affected.

15. Binding Effect. This Agreement shall be binding upon and shall inure
----------------
to the benefit of the parties and their respective successors.

16. Governing Law. This Agreement is executed in the state of Ohio, and
--------------
shall be governed by the laws of such state, without reference to conflict of
laws principles.

IN WITNESS WHEREOF, the Trust and the Adviser have caused this Agreement to
be executed on the day and year first above written.

Attest: HUNTINGTON VA FUNDS

By:______________________________

Attest: THE HUNTINGTON NATIONAL BANK

By:______________________________

6
<PAGE>

EXHIBIT A
to the
Investment Advisory Agreement
dated as of _________, 1999
by and between
Huntington VA Funds
and
The Huntington National Bank

Name of Fund Annual Compensation
- ------------ -------------------

Huntington VA Growth Fund 0.60% of average daily net assets

Huntington VA Income Equity Fund 0.60% of average daily net assets

All fees are computed daily and paid monthly.

Attest: HUNTINGTON VA FUNDS

By:______________________________

Attest: THE HUNTINGTON NATIONAL BANK

By:______________________________

<PAGE>

Exhibit (e)
DISTRIBUTION AGREEMENT

THIS AGREEMENT is made as of the _______ day of _____________, 1999,
between Huntington VA Funds (the "Trust"), a Massachusetts business trust and
SEI Investments Distribution Co. (the "Distributor"), a Pennsylvania
corporation.

WHEREAS, the Trust is registered as an investment company with the
Securities and Exchange Commission (the "SEC") under the Investment Company Act
of 1940, as amended (the "1940 Act"), and its shares are registered with the SEC
under the Securities Act of 1933, as amended (the "1933 Act"); and

WHEREAS, the Distributor is registered as a broker-dealer with the SEC
under the Securities Exchange Act of 1934, as amended;

NOW, THEREFORE, in consideration of the mutual covenants hereinafter
contained, the Trust and Distributor hereby agree as follows:

ARTICLE 1. Sale of Shares. The Trust grants to the Distributor the
exclusive right to sell units (the "Shares") of the investment portfolios (the
"Funds") of the Trust at the net asset value per Share, plus any applicable
sales charges in accordance with the current prospectuses, as agent and on
behalf of the Trust, during the term of this Agreement and subject to the
registration requirements of the 1933 Act, the rules and regulations of the SEC
and the laws governing the sale of securities in the various states ("Blue Sky
Laws").

ARTICLE 2. Solicitation of Sales. In consideration of these rights
granted to the Distributor, the Distributor agrees to use all reasonable
efforts, consistent with its other business, in connection with the distribution
of Shares of the Trust; provided, however, that the Distributor shall not be
prevented from entering into like arrangements with other issuers. The
provisions of this paragraph do not obligate the Distributor to register as a
broker or dealer under the Blue Sky Laws of any jurisdiction when it determines
it would be uneconomical for it to do so or to maintain its registration in any
jurisdiction in which it is now registered nor obligate the Distributor to sell
any particular number of Shares.

ARTICLE 3. Authorized Representations. The Distributor is not
authorized by the Trust to give any information or to make any representations
other than those contained in the current registration statements and
prospectuses of the Trust filed with the SEC or contained in Shareholder
<PAGE>

reports or other material that may be prepared by or on behalf of the Trust for
the Distributor's use. The Distributor may prepare and distribute sales
literature and other material as it may deem appropriate, provided that such
literature and materials have been approved by the Trust prior to their use.

ARTICLE 4. Registration of Shares. The Trust agrees that it will take
all action necessary to register Shares under the federal and state securities
laws so that there will be available for sale the number of Shares the
Distributor may reasonably be expected to sell and to pay all fees associated
with said registration. The Trust shall make available to the Distributor such
number of copies of its currently effective prospectuses and statements of
additional information as the Distributor may reasonably request. The Trust
shall furnish to the Distributor copies of all information, financial statements
and other papers which the Distributor may reasonably request for use in
connection with the distribution of Shares of the Trust.

ARTICLE 5. Compensation. As compensation for providing the services
under this Agreement:

(1) The Distributor shall receive from the Trust:

(1) all distribution and service fees, as applicable, at the
rate and under the terms and conditions set forth in any
Distribution and Shareholder Services Plans adopted by any
class of shares of each of the Funds, as such Plans may be
amended from time to time, and subject to any further
limitations on such fees as the Board of Trustees of the
Trust may impose;

(2) all contingent deferred sales charges ("CDSCs"), if any,
applied on redemptions of any class of Shares of the Funds
subject to such CDSCs on the terms and subject to such
waivers as are described in the Trust's Registration
Statement and current prospectuses, as amended from time to
time, or as otherwise required pursuant to applicable law;
and

(3) all front-end sales charges, if any, applied on purchases of
any class of Shares of the Funds subject to such charges on
the terms and subject to such waivers as are described in
the Trust's Registration Statement and current prospectuses,
as amended from time to time, or as otherwise required
pursuant to
<PAGE>

applicable law. The Distributor, or brokers, dealers and
other financial institutions and intermediaries that have
entered into sub-distribution agreements with the
Distributor, may collect the gross proceeds derived from the
sale of such Shares, remit the net asset value thereof to
the Trust upon receipt of the proceeds and retain the
applicable sales charge.

(2) The Distributor may reallow any or all of the distribution or
service fees, CDSCs and front-end sales charges which it is paid
by the Trust to such brokers, dealers and other financial
institutions and intermediaries as the Distributor may from time
to time determine.

ARTICLE 6. Indemnification of Distributor. The Trust agrees to
indemnify and hold harmless the Distributor and each of its directors and
officers and each person, if any, who controls the Distributor within the
meaning of Section 15 of the 1933 Act against any loss, liability, claim,
damages or expense (including the reasonable cost of investigating or defending
any alleged loss, liability, claim, damages, or expense and reasonable counsel
fees and disbursements incurred in connection therewith), arising by reason of
any person acquiring any Shares, based upon the ground that the registration
statement, prospectus, Shareholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements made not misleading. However, the
Trust does not agree to indemnify the Distributor or hold it harmless to the
extent that the statement or omission was made in reliance upon, and in
conformity with, information furnished to the Trust by or on behalf of the
Distributor.

In no case (i) is the indemnity of the Trust to be deemed to protect the
Distributor against any liability to the Trust or its Shareholders to which the
Distributor or such person otherwise would be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of its reckless disregard of its obligations and duties under this
Agreement, or (ii) is the Trust to be liable to the Distributor under the
indemnity agreement contained in this paragraph with respect to any claim made
against the Distributor or any person indemnified unless the Distributor or
other person shall have notified the Trust in writing of the claim within a
reasonable time after the summons or other first written notification giving
information of the nature of the claim shall have been served upon the

3
<PAGE>

Distributor or such other person (or after the Distributor or the person shall
have received notice of service on any designated agent). However, failure to
notify the Trust of any claim shall not relieve the Trust from any liability
which it may have to the Distributor or any person against whom such action is
brought otherwise than on account of its indemnity agreement contained in this
paragraph.

The Trust shall be entitled to participate at its own expense in the
defense or, if it so elects, to assume the defense of any suit brought to
enforce any claim subject to this indemnity provision. If the Trust elects to
assume the defense of any such claim, the defense shall, be conducted by counsel
chosen by the Trust and satisfactory to the indemnified defendants in the suit
whose approval shall not be unreasonably withheld. In the event that the Trust
elects to assume the defense of any suit and retain counsel, the indemnified
defendants shall bear the fees and expenses of any additional counsel retained
by them. If the Trust does not elect to assume the defense of a suit, it will
reimburse the indemnified defendants for the reasonable fees and expenses of any
counsel retained by the indemnified defendants.

The Trust agrees to notify the Distributor promptly of the commencement of
any litigation or proceedings against it or any of its officers or Trustees in
connection with the issuance or sale of any of its Shares.

ARTICLE 7. Indemnification of Trust. The Distributor agrees to
indemnify and hold harmless the Trust and each of its Trustees and officers and
each person, if any, who controls the Trust within the meaning of Section 15 of
the Act, against any loss, liability, damages, claim or expense (including the
reasonable cost of investigating or defending any alleged loss, liability,
damages, claim or expense and reasonable counsel fees incurred in connection
therewith) based upon the 1933 Act or any other statute or common law and
arising by reason of any person acquiring any Shares, and alleging a wrongful
act of the Distributor or any of its employees or alleging that the registration
statement, prospectus, Shareholder reports or other information filed or made
public by the Trust (as from time to time amended) included an untrue statement
of a material fact or omitted to state a material fact required to be stated or
necessary in order to make the statements not misleading, insofar as the
statement or omission was made in reliance upon and in conformity with
information furnished to the Trust by or on behalf of the Distributor.

In no case (i) is the indemnity of the Distributor in favor of the Trust or
any other person indemnified to be deemed to protect the Trust or any other
person against any liability to which the Trust or such other person would

4
<PAGE>

otherwise be subject by reason of willful misfeasance, bad faith or gross
negligence in the performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement, or (ii) is the
Distributor to be liable under its indemnity agreement contained in this
paragraph with respect to any claim made against the Trust or any person
indemnified unless the Trust or person, as the case may be, shall have notified
the Distributor in writing of the claim within a reasonable time after the
summons or other first written notification giving information of the nature of
the claim shall have been served upon the Trust or upon any person (or after the
Trust or such person shall have received notice of service on any designated
agent). However, failure to notify the Distributor of any claim shall not
relieve the Distributor from any liability which it may have to the Trust or any
person against whom the action is brought otherwise than on account of its
indemnity agreement contained in this paragraph.

The Distributor shall be entitled to participate, at its own expense, in
the defense or, if it so elects, to assume the defense of any suit brought to
enforce the claim, but if the Distributor elects to assume the defense, the
defense shall be conducted by counsel chosen by the Distributor and satisfactory
to the indemnified defendants whose approval shall not be unreasonably withheld.
In the event that the Distributor elects to assume the defense of any suit and
retain counsel, the defendants in the suit shall bear the fees and expenses of
any additional counsel retained by them. If the Distributor does not elect to
assume the defense of any suit, it will reimburse the indemnified defendants in
the suit for the reasonable fees and expenses of any counsel retained by them.

The Distributor agrees to notify the Trust promptly of the commencement of
any litigation or proceedings against it in connection with the issue and sale
of any of the Trusts' Shares.

ARTICLE 8. Effective Date. This Agreement shall be effective upon its
execution, and unless terminated as provided, shall continue in force until
January 11, 2000 and thereafter from year to year, provided that such annual
continuance is approved by (i) either the vote of a majority of the Trustees of
the Trust, or the vote of a majority of the outstanding voting securities of the
Trust, and (ii) the vote of a majority of those Trustees of the Trust who are
not parties to this Agreement or any of the Trust's Distribution and Service
Plan as or interested persons of any such party ("Qualified Trustees"), cast in
person at a meeting called for the purpose of voting on the approval. This
Agreement shall automatically terminate in the event of its assignment. As used
in this paragraph the terms "vote of a majority of the outstanding voting
securities", "assignment" and "interested person" shall have the respective
meanings

5
<PAGE>

specified in the 1940 Act. In addition, this Agreement may at any time be
terminated without penalty by the Distributor, by a vote of a majority of
Qualified Trustees or by vote of a majority of the outstanding voting securities
of the Trust upon not less than sixty days prior written notice to the other
party.

ARTICLE 9. Notices. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by the other party to the party giving
notice: if to the Trust, at c/o The Huntington National Bank, 41 S. High Street,
11th Floor, Columbus, Ohio 43287, Attention: Huntington Variable Annuity Funds
Product Manager, and if to the Distributor, One Freedom Valley Road, Oaks,
Pennsylvania 19456, Attention: General Counsel.

ARTICLE 10. Limitation of Liability. A copy of the Declaration of Trust
of the Trust is on file with the Secretary of State of the Commonwealth of
Massachusetts, and notice is hereby given that this Agreement is executed on
behalf of the Trustees of the Trust as Trustees and not individually and that
the obligations of this instrument are not binding upon any of the Trustees,
officers or shareholders of the Trust individually but binding only upon the
assets and property of the Trust.

ARTICLE 11. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 12. Multiple Originals. This Agreement may be executed in two or
more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

6
<PAGE>

WHEREOF, the Trust and Distributor have each duly executed this Agreement
as of the day and year above written.

HUNTINGTON VA FUNDS
FUNDS

By: _____________________________________

Name:____________________________________

Its:_____________________________________

SEI INVESTMENTS DISTRIBUTION CO.

By:______________________________________

Name:____________________________________

Its:_____________________________________

<PAGE>

Exhibit (g)
CUSTODIAN AGREEMENT

between

HUNTINGTON VA FUNDS

and

THE HUNTINGTON NATIONAL BANK
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
1. Employment of Custodian and Property to be Held by It.................................. 1

2. Duties of the Custodian With Respect to Property of the Funds Held
by the Custodian....................................................................... 1
2.1 Holding Securities................................................... 1
------------------
2.2 Delivery of Securities............................................... 2
----------------------
2.3 Registration of Securities........................................... 4
--------------------------
2.4 Bank Accounts........................................................ 4
-------------
2.5 Payments for Shares.................................................. 5
-------------------
2.6 Availability of Federal Funds........................................ 5
-----------------------------
2.7 Collection of Income................................................. 5
--------------------
2.8 Payment of Fund Moneys............................................... 6
----------------------
2.9 Liability for Payment in Advance of Receipt of Securities
---------------------------------------------------------
Purchased............................................................ 7
---------
2.10 Payments for Repurchases or Redemptions of Shares of a
------------------------------------------------------
Fund................................................................. 7
----
2.11 Appointment of Agents................................................ 7
---------------------
2.12 Deposit of Fund Assets in Securities System.......................... 8
-------------------------------------------
2.13 Segregated Account................................................... 9
------------------
2.14 Joint Repurchase Agreements.......................................... 10
---------------------------
2.15 Ownership Certificates for Tax Purposes.............................. 10
---------------------------------------
2.16 Proxies.............................................................. 10
-------
2.17 Communications Relating to Fund Portfolio Securities................. 10
----------------------------------------------------
2.18 Proper Instructions.................................................. 11
-------------------
2.19 Actions Permitted Without Express Authority.......................... 11
-------------------------------------------
2.20 Evidence of Authority................................................ 11
---------------------
2.21 Notice to Trust by Custodian Regarding Cash Movement................. 12
----------------------------------------------------

3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income.......................................... 12

4. Records................................................................................ 12

5. Opinion of Trust's Independent Public Accountants...................................... 13

6. Reports to Trust by Independent Public Accountants..................................... 13
</TABLE>

-i-
<PAGE>

<TABLE>
<S> <C>
7. Compensation of Custodian............................................ 13

8. Responsibility of Custodian.......................................... 13

9. Effective Period, Termination and Amendment.......................... 15

10. Successor Custodian.................................................. 15

11. Interpretive and Additional Provisions............................... 16

12. Ohio Law to Apply.................................................... 16

13. Notices.............................................................. 16

14. Counterparts......................................................... 16

15. Limitations of Liability............................................. 17
</TABLE>

-ii-
<PAGE>

CUSTODIAN AGREEMENT

THIS AGREEMENT is made as of the_____ day of __________________, 1999
between HUNTINGTON VA FUNDS (the "Trust"), a Massachusetts business trust, on
behalf of its portfolios (hereinafter collectively called the "Funds" and
individually referred to as a "Fund"), and THE HUNTINGTON NATIONAL BANK, a
national banking association (hereinafter called the "Custodian").

WITNESSETH: That in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:

1. Employment of Custodian and Property to be Held by It

The Trust hereby employs the Custodian as the custodian of the assets of
each of the Funds of the Trust. Except as otherwise expressly provided herein,
the securities and other assets of each of the Funds shall be segregated from
the assets of each of the other Funds and from all other persons and entities.
The Trust will deliver to the Custodian all securities and cash owned by the
Funds and all payments of income, payments of principal or capital distributions
received by them with respect to all securities owned by the Funds from time to
time, and the cash consideration received by them for shares of beneficial
interest ("Shares") of the Funds as may be issued or sold from time to time. The
Custodian shall not be responsible for any property of the Funds held or
received by the Funds and not delivered to the Custodian.

Upon receipt of "Proper Instructions" (within the meaning of Section 2.18),
the Custodian shall from time to time employ one or more sub-custodians upon the
terms specified in the Proper Instructions.

2. Duties of the Custodian With Respect to Property of the Funds Held by the
Custodian

2.1 Holding Securities. The Custodian shall hold and physically segregate
------------------
for the account of each Fund all non-cash property, including all
securities owned by each Fund, other than securities which are
maintained pursuant to Section 2.12 in a Securities System (as defined
below), or securities which are subject to a joint repurchase
agreement with affiliated funds pursuant to Section 2.14. The
Custodian shall maintain records of all receipts,
<PAGE>

deliveries and locations of such securities, together with a current
inventory thereof, and shall conduct periodic physical inspections of
certificates representing stocks, bonds and other securities held by
it under this Agreement in such manner as the Custodian shall
determine from time to time to be advisable in order to verify the
accuracy of such inventory. With respect to securities held by any
agent appointed pursuant to Section 2.11 hereof, and with respect to
securities held by any sub-custodian appointed pursuant to Section 1
hereof, the Custodian may rely upon certificates from such agent as to
the holdings of such agent and from such sub-custodian as to the
holdings of such sub-custodian, it being understood that such reliance
in no way relieves the Custodian of its responsibilities under this
Agreement. The Custodian will promptly report to the Trust the results
of such inspections, indicating any shortages or discrepancies
uncovered thereby, and take appropriate action to remedy any such
shortages or discrepancies.

2.2 Delivery of Securities. The Custodian shall release and deliver
----------------------
securities owned by a Fund held by the Custodian or in a Securities
System account of the Custodian only upon receipt of Proper
Instructions, which may be continuing instructions when deemed
appropriate by the parties, and only in the following cases:

(1) Upon sale of such securities for the account of a Fund and
receipt of payment therefor;

(2) Upon the receipt of payment in connection with any repurchase
agreement related to such securities entered into by the Trust;

(3) In the case of a sale effected through a Securities System, in
accordance with the provisions of Section 1 hereof;

(4) To the depository agent in connection with tender or other
similar offers for portfolio securities of a Fund, in accordance
with the provisions of Section 2.17 hereof;

(5) To the issuer thereof or its agent when such securities are
called, redeemed, retired or otherwise become payable;

2
<PAGE>

provided that, in any such case, the cash or other consideration
is to be delivered to the Custodian;

(6) To the issuer thereof, or its agent, for transfer into the name
of a Fund or into the name of any nominee or nominees of the
Custodian or into the name or nominee name of any agent appointed
pursuant to Section 2.11 or into the name or nominee name of any
sub-custodian appointed pursuant to Section 1; or for exchange
for a different number of bonds, certificates or other evidence
representing the same aggregate face amount or number of units;
provided that, in any such case, the new securities are to be
delivered to the Custodian;

(7) Upon the sale of such securities for the account of a Fund, to
the broker or its clearing agent, against a receipt, for
examination in accordance with "street delivery custom"; provided
that in any such case, the Custodian shall have no responsibility
or liability for any loss arising from the delivery of such
securities prior to receiving payment for such securities except
as may arise from the Custodian's own failure to act in
accordance with the standard of reasonable care or any higher
standard of care imposed upon the Custodian by any applicable law
or regulation if such above-stated standard of reasonable care
were not part of this Agreement;

(8) For exchange or conversion pursuant to any plan of merger,
consolidation, recapitalization, reorganization or readjustment
of the securities of the issuer of such securities, or pursuant
to provisions for conversion contained in such securities, or
pursuant to any deposit agreement; provided that, in any such
case, the new securities and cash, if any, are to be delivered to
the Custodian;

(9) In the case of warrants, rights or similar securities, the
surrender thereof in the exercise of such warrants, rights or
similar securities or the surrender of interim receipts or
temporary securities for definitive securities; provided that,

3
<PAGE>

in any such case, the new securities and cash, if any, are to be
delivered to the Custodian;

(10) For delivery in connection with any loans of portfolio securities
of a Fund, but only against receipt of adequate collateral in the
--------
form of (a) cash, in an amount specified by the Trust, (b)
certificated securities of a description specified by the Trust,
registered in the name of the Fund or in the name of a nominee of
the Custodian referred to in Section 2.3 hereof or in proper form
for transfer, or (c) securities of a description specified by the
Trust, transferred through a Securities System in accordance with
Section 2.12 hereof;

(11) For delivery as security in connection with any borrowings
requiring a pledge of assets by a Fund, but only against receipt
--------
of amounts borrowed, except that in cases where additional
collateral is required to secure a borrowing already made,
further securities may be released for the purpose;

(12) For delivery in accordance with the provisions of any agreement
among the Trust or a Fund, the Custodian and a broker-dealer
registered under the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") and a member of the National Association of
Securities Dealers, Inc. ("NASD"), relating to compliance with
the rules of the Options Clearing Corporation and of any
registered national securities exchange, or of any similar
organization or organizations, regarding escrow or other
arrangements in connection with transactions for a Fund;

(13) For delivery in accordance with the provisions of any agreement
among the Trust or a Fund, the Custodian, and a Futures
Commission Merchant registered under the Commodity Exchange Act,
relating to compliance with the rules of the Commodity Futures
Trading Commission or any similar organization or organizations,
regarding account deposits in connection with transaction for a
Fund;

(14) Upon receipt of instructions from the transfer agent ("Transfer
Agent") for a Fund, for delivery to such Transfer

4
<PAGE>

Agent or to the holders of shares in connection with
distributions in kind, in satisfaction of requests by holders of
Shares for repurchase or redemption; and

(15) For any other proper corporate purpose, but only upon receipt of,
--------
in addition to Proper Instructions, a certified copy of a
resolution of the Trustees of the Trust on behalf of a Fund
signed by an officer of the Trust and certified by its Secretary
or an Assistant Secretary, specifying the securities to be
delivered, setting forth the purpose for which such delivery is
to be made, declaring such purpose to be a proper corporate
purpose, and naming the person or persons to whom delivery of
such securities shall be made.

2.3 Registration of Securities. Securities held by the Custodian (other
--------------------------
than bearer securities) shall be registered in the name of a
particular Fund or in the name of any nominee of the Fund or of any
nominee of the Custodian which nominee shall be assigned exclusively
to the Fund, unless the Trust has authorized in writing the
------
appointment of a nominee to be used in common with other registered
investment companies affiliated with the Fund, or in the name or
nominee name of any agent appointed pursuant to Section 2.11 or in the
name or nominee name of any sub-custodian appointed pursuant to
Section 1. All securities accepted by the Custodian on behalf of a
Fund under the terms of this Agreement shall be in "street name" or
other good delivery form.

2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
-------------
account or accounts in the name of each Fund, subject only to draft or
order by the Custodian acting pursuant to the terms of this Agreement,
and shall hold in such account or accounts, subject to the provisions
hereof, all cash received by it from or for the account of each Fund,
other than cash maintained in a joint repurchase account with other
affiliated funds pursuant to Section 2.14 of this Agreement or by a
particular Fund in a bank account established and used in accordance
with Rule 17f-3 or any successor provision under the Investment
Company Act of 1940, as amended, (the "1940 Act"). Funds held by the
Custodian for a Fund may be deposited by it to its credit as Custodian
in the Banking Department of the Custodian or in such other banks or

5
<PAGE>

trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company
--------
shall be qualified to act as a custodian under the 1940 Act and that
each such bank or trust company and the funds to be deposited with
each such bank or trust company shall be approved by vote of a
majority of the Board of Trustees ("Board") of the Trust. Such funds
shall be deposited by the Custodian in its capacity as Custodian for
the Fund and shall be withdrawable by the Custodian only in that
capacity. If requested by the Trust, the Custodian shall furnish the
Trust, not later than twenty (20) days after the last business day of
each month, an internal reconciliation of the closing balance as of
that day in all accounts described in this section to the balance
shown on the daily cash report for that day rendered to the Trust.

2.5 Payments for Shares. The Custodian shall make such arrangements with
-------------------
the Transfer Agent of each Fund as will enable the Custodian to
receive the cash consideration due to each Fund and will deposit into
each Fund's account such payments as are received from the Transfer
Agent. The Custodian will provide timely notification to the Trust and
the Transfer Agent of any receipt by it of payments for Shares of the
respective Fund.

2.6 Availability of Federal Funds. Upon mutual agreement between the Trust
-----------------------------
and the Custodian, the Custodian shall make federal funds available to
the Funds as of specified times agreed upon from time to time by the
Trust and the Custodian in the amount of checks, clearing house funds,
and other non-federal funds received in payment for Shares of the
Funds which are deposited into the Funds' accounts.

2.7 Collection of Income
--------------------

6
<PAGE>

(1) The Custodian shall collect on a timely basis all income and
other payments with respect to registered securities held
hereunder to which each Fund shall be entitled either by law or
pursuant to custom in the securities business, and shall collect
on a timely basis all income and other payments with respect to
bearer securities if, on the date of payment by the issuer, such
securities are held by the Custodian or its agent thereof and
shall credit such income, as collected, to each Fund's custodian
account. Without limiting the generality of the foregoing, the
Custodian shall detach and present for payment all coupons and
other income items requiring presentation as and when they become
due and shall collect interest when due on securities held
hereunder. The collection of income due the Funds on securities
loaned pursuant to the provisions of Section 3 shall be the
responsibility of the Trust. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the
Trust with such information or data as may be necessary to assist
the Trust in arranging for the timely delivery to the Custodian
of the income to which each Fund is properly entitled.

(2) The Trust shall promptly notify the Custodian whenever income due
on securities is not collected in due course and will provide the
Custodian with monthly reports of the status of past due income.
The Trust will furnish the Custodian with a weekly report of
accrued/past due income for the Fund. Once an item is identified
as past due and the Trust has furnished the necessary claim
documentation to the Custodian, the Custodian will then initiate
a claim on behalf of the Trust. The Custodian will furnish the
Trust with a status report monthly unless the parties otherwise
agree.

2.8 Payment of Fund Moneys. Upon receipt of Proper Instructions, which may
----------------------
be continuing instructions when deemed appropriate by the parties, the
Custodian shall pay out moneys of each Fund in the following cases
only:

(1) Upon the purchase of securities, futures contracts or options on
futures contracts for the account of a Fund but only (a) against
the delivery of such securities, or evidence of title to

7
<PAGE>

futures contracts, to the Custodian (or any bank, banking firm or
trust company doing business in the United States or abroad which
is qualified under the 1940 Act to act as a custodian and has
been designated by the Custodian as its agent for this purpose
pursuant to Section 2.11 hereof) registered in the name of the
Fund or in the name of a nominee of the Custodian referred to in
Section 2.3 hereof or in proper form for transfer, (b) in the
case of a purchase effected through a Securities System, in
accordance with the conditions set forth in Section 2.12 hereof
or (c) in the case of repurchase agreements entered into between
the Trust and any other party, (i) against delivery of the
securities either in certificate form or through an entry
crediting the Custodian's account at the Federal Reserve Bank
with such securities or (ii) against delivery of the receipt
evidencing purchase for the account of the Fund of securities
owned by the Custodian along with written evidence of the
agreement by the Custodian to repurchase such securities from the
Fund;

(2) In connection with conversion, exchange or surrender of
securities owned by a Fund as set forth in Section 2.2 hereof;

(3) For the redemption or repurchase of Shares of a Fund issued by
the Trust as set forth in Section 2.10 hereof;

(4) For the payment of any expense or liability incurred by a fund,
including but not limited to the following payments for the
account of the fund: Interest; taxes; management, accounting,
transfer agent and legal fees; and operating expenses of the
Fund, whether or not such expenses are to be in whole or in part
capitalized or treated as deferred expenses;

(5) For the payment of any dividends on Shares of a Fund declared
pursuant to the governing documents of the Trust;

(6) For payment of the amount of dividends received in respect of
securities sold short;

8
<PAGE>

(7) For any other proper purpose, but only upon receipt of, in
--------
addition to Proper Instructions, a certified copy of a resolution
of the Board of Trustees of the Trust on behalf of a Fund signed
by an officer of the Trust and certified by its Secretary or an
Assistant Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment is to be made,
declaring such purpose to be a proper purpose, and naming the
person or persons to whom such payment is to be made.

2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
-------------------------------------------------------------------
In any and every case where payment for purchase of securities for the
account of a Fund is made by the Custodian in advance of receipt of
the securities purchased, in the absence of specific written
instructions from the Trust to so pay in advance, the Custodian shall
be absolutely liable to the Fund for such securities to the same
extent as if the securities had been received by the Custodian.

2.10 Payments for Repurchases or Redemptions of Shares of a Fund. From such
-----------------------------------------------------------
funds as may be available for the purpose of repurchasing or redeeming
Shares of a Fund, but subject to the limitations of the Declaration of
Trust and any applicable votes of the Trustees of the Trust pursuant
thereto, the Custodian shall, upon receipt of instructions from the
Transfer Agent, make funds available for payment to holders of Shares
of such Fund who have delivered to the Transfer Agent a request for
redemption or repurchase of their Shares including without limitation
through bank drafts, automated clearinghouse facilities, or by other
means. In connection with the redemption or repurchase of Shares of
the Funds, the Custodian is authorized upon receipt of instructions
from the Transfer Agent to wire funds to or through a commercial bank
designated by the redeeming shareholders.

2.11 Appointment of Agents. The Custodian may at any time or times in its
---------------------
discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the 1940 Act and any
applicable state law or regulation, to act as a custodian, as its
agent to carry out such of the provisions of this Section 2 as the
Custodian may from time to time direct; provided, however,
--------

9
<PAGE>

that the appointment of any agent shall not relieve the Custodian of
its responsibilities or liabilities hereunder.

2.12 Deposit of Fund Assets in Securities System. The Custodian may deposit
-------------------------------------------
and/or maintain securities owned by the Funds in a clearing agency
registered with the Securities and Exchange Commission ("SEC") under
Section 17A or any successor provision of the Exchange Act, which acts
as a securities depository, or in the book-entry system authorized by
the U.S. Department of the Treasury and certain federal agencies, each
referred to herein as "Securities System," in accordance with
applicable Federal Reserve Board and SEC rules and regulations, if
any, and subject to the following provisions:

(1) The Custodian may keep securities of each Fund in a Securities
System provided that such securities are represented in an
account ("Account") of the Custodian in the Securities System
which shall not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise for customers;

(2) The records of the Custodian with respect to securities of the
Funds which are maintained in a Securities System shall identify
by book-entry those securities belonging to each Fund;

(3) The Custodian shall pay for securities purchased for the account
of each Fund upon (i) receipt of advice from the Securities
System that such securities have been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian
to reflect such payment and transfer for the account of the Fund.
The Custodian shall transfer securities sold for the account of a
Fund upon (i) receipt of advice from the Securities System that
payment for such securities has been transferred to the Account,
and (ii) the making of an entry on the records of the Custodian
to reflect such transfer and payment for the account of the Fund.
Copies of all advices from the Securities System of transfers of
securities for the account of a Fund shall identify the Fund, be
maintained for the Fund by the Custodian and be provided to the
Trust at its request. Upon request, the Custodian

10
<PAGE>

shall furnish the Trust confirmation of each transfer to or from
the account of a Fund in the form of a written advice or notice
and shall furnish to the Trust copies of daily transaction sheets
reflecting each day's transactions in the Securities System for
the account of a Fund;

(4) The Custodian shall provide the Trust with any report obtained by
the Custodian on the Securities System's accounting system,
internal accounting control and procedures for safeguarding
securities deposited in the Securities System;

(5) The Custodian shall have received the initial certificate,
required by Section 9 hereof;

(6) Anything to the contrary in this Agreement notwithstanding, the
Custodian shall be liable to the Trust for any loss or damage to
a Fund resulting from use of the Securities System by reason of
any negligence, misfeasance or misconduct of the Custodian or any
of its agents or of any of its or their employees or from failure
of the Custodian or any such agent to enforce effectively such
rights as it may have against the Securities System; at the
election of the Trust, it shall be entitled to be subrogated to
the rights of the Custodian with respect to any claim against the
Securities System or any other person which the Custodian may
have as a consequence of any such loss or damage if and to the
extent that a Fund has not been made whole for any such loss or
damage; and

(7) The authorization contained in this Section 2.12 shall not
relieve the Custodian from using reasonable care and diligence in
making use of any Securities System.

2.13 Segregated Account. The Custodian shall upon receipt of Proper
------------------
Instructions establish and maintain a segregated account or accounts
for and on behalf of each Fund, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Custodian pursuant to Section 2.12 hereof, (i) in
accordance with the provisions of any agreement among the Trust, the
Custodian and a broker-dealer

11
<PAGE>

registered under the Exchange Act and a member of the NASD (or any
futures commission merchant registered under the Commodity Exchange
Act), relating to compliance with the rules of the Options Clearing
Corporation and of any registered national securities exchange (or the
Commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions for a
Fund, (ii) for purpose of segregating cash or government securities in
connection with options purchased, sold or written for a Fund or
commodity futures contracts or options thereon purchased or sold for a
Fund, (iii) for the purpose of compliance by the Trust or a Fund with
the procedures required by any release or releases of the SEC relating
to the maintenance of segregated accounts by registered investment
companies and (iv) for other proper corporate purposes, but only, in
--------
the case of clause (iv), upon receipt of, in addition to Proper
Instructions, a certified copy of a resolution of the Trustees signed
by an officer of the Trust and certified by the Secretary or an
Assistant Secretary, setting forth the purpose or purposes of such
segregated account. and declaring such purposes to be proper corporate
purposes.

2.14 Joint Repurchase Agreements. Upon the receipt of Proper Instructions,
---------------------------
the Custodian shall deposit and/or maintain any assets of a Fund and
any affiliated funds which are subject to joint repurchase
transactions in an account established solely for such transactions
for the Fund and its affiliated funds. For purposes of this Section
2.14, "affiliated funds" shall include all investment companies and
their portfolios for which subsidiaries or affiliates of The
Huntington National Bank serve as investment advisers, distributors or
administrators in accordance with applicable exemptive orders from the
SEC. The requirements of segregation set forth in Section 2.1 shall be
deemed to be waived with respect to such assets.

2.15 Ownership Certificates for Tax Purposes. The Custodian shall execute
---------------------------------------
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to securities of a Fund held by it and in
connection with transfers of securities.

12
<PAGE>

2.16 Proxies. The Custodian shall, with respect to the securities held
-------
hereunder, cause to be promptly executed by the registered holder of
such securities, if the securities are registered otherwise than in
the name of a Fund or a nominee of a Fund, all proxies, without
indication of the manner in which such proxies are to be voted, and
shall promptly deliver to the Trust such proxies, all proxy soliciting
materials and all notices relating to such securities.

2.17 Communications Relating to Fund Portfolio Securities. The Custodian
----------------------------------------------------
shall transmit promptly to the Trust and the investment adviser of the
Trust all written information (including, without limitation, pendency
of calls and maturities of securities and expirations of rights in
connection therewith and notices of exercise of call and put options
written by the Fund and the maturity of futures contracts purchased or
sold by the Fund) received by the Custodian from issuers of the
securities being held for the Trust. With respect to tender or
exchange offers, the Custodian shall transmit promptly to the Trust
and the investment adviser of the Trust all written information
received by the Custodian from issuers of the securities whose tender
or exchange is sought and from the party (or his agents) making the
tender or exchange offer. If the Trust or the investment adviser of
the Trust desires to take action with respect to any tender offer,
exchange offer or any other similar transaction, the Trust shall
notify the Custodian in writing at least three business days prior to
the date on which the Custodian is to take such action. However, the
Custodian shall nevertheless exercise its best efforts to take such
action in the event that notification is received three business days
or less prior to the date on which action is required. For securities
which are not held in nominee name, the Custodian will act as a
secondary source of information and will not be responsible for
providing corporate action notification to the Trust.

2.18 Proper Instructions. Proper Instructions as used throughout this
-------------------
Section 2 means a writing signed or initialed by one or more person or
persons as the Trustees shall have from time to time authorized. Each
such writing shall set forth the specific transaction or type of
transaction involved. Oral instructions will be considered Proper
Instructions if the Custodian reasonably believes them to have been
given by a person previously authorized in Proper Instructions to give
such instructions with respect to the

13
<PAGE>

transaction involved. The Trust shall cause all oral instructions to
be confirmed in writing. Upon receipt of a certificate of the
Secretary or an Assistant Secretary as to the authorization by the
Trustees accompanied by a detailed description of procedures approved
by the Trustees, Proper Instructions may include communications
effected directly between electromechanical or electronic devices
provided that the Trustees and the Custodian are satisfied that such
procedures afford adequate safeguards for a Fund's assets.

2.19 Actions Permitted Without Express Authority. The Custodian may in its
-------------------------------------------
discretion, without express authority from the Trust:

(1) make payments to itself or others for minor expenses of handling
securities or other similar items relating to its duties under
this Agreement, provided that all such payments shall be
accounted for to the Trust in such form that it may be allocated
to the affected Fund;

(2) surrender securities in temporary form for securities in
definitive form;

(3) endorse for collection, in the name of a Fund, checks, drafts and
other negotiable instruments; and

(4) in general, attend to all non-discretionary details in connection
with the sale, exchange, substitution, purchase, transfer and
other dealings with the securities and property of each Fund
except as otherwise directed by the Trust.

2.20 Evidence of Authority. The Custodian shall be protected in acting upon
---------------------
any instructions, notice, request, consent, certificate or other
instrument or paper reasonably believed by it to be genuine and to
have been properly executed on behalf of a Fund. The Custodian may
receive and accept a certified copy of a vote of the Trustees of the
Trust as conclusive evidence (a) of the authority of any person to act
in accordance with such vote or (b) of any determination of or any
action by the Trustees pursuant to the Declaration of Trust as
described in such vote, and such vote may be considered as in full
force and effect until receipt by the Custodian of written notice to
the contrary.

14
<PAGE>

2.21 Notice to Trust by Custodian Regarding Cash Movement. The Custodian
----------------------------------------------------
will provide timely notification to the Trust of any receipt of cash,
income or payments to the Trust and the release of cash or payment by
the Trust.

3. Duties of Custodian With Respect to the Books of Account and Calculation of
Net Asset Value and Net Income

The Custodian shall cooperate with and supply necessary information to the
entity or entities appointed by the Trustees of the Trust to keep the books of
account of each Fund and/or compute the net asset value per share of the
outstanding Shares of each Fund or, if directed in writing to do so by the
Trust, shall itself keep such books of account and/or compute such net asset
value per share. If so directed, the Custodian shall also calculate daily the
net income of a Fund as described in the Fund's currently effective prospectus
and Statement of Additional Information ("Prospectus") and shall advise the
Trust and the Transfer Agent daily of the total amounts of such net income and,
if instructed in writing by an officer of the Trust to do so, shall advise the
Transfer Agent periodically of the division of such net income among its various
components. The calculations of the net asset value per share and the daily
income of a Fund shall be made at the time or times described from time to time
in the Fund's currently effective Prospectus.

4. Records

The Custodian shall create and maintain all records relating to its
activities and obligations under this Agreement in such manner as will meet the
obligations of the Trust and the Funds under the 1940 Act, with particular
attention to Section 31 thereof and Rules 31a-l and 31a-2 thereunder or any
successor provisions, and specifically including identified cost records used
for tax purposes. All such records shall be the property of the Trust and shall
at all times during the regular business hours of the Custodian be open for
inspection by duly authorized officers, employees or agents of the Trust and
upon notice to the Trust, employees and agents of the SEC. In the event of
termination of this Agreement, the Custodian will deliver all such records to
the Trust to a successor Custodian, or to such other person as the Trust may
direct. The Custodian shall supply daily to the Trust a tabulation of
securities owned by a Fund and held by the Custodian and shall, when requested
to do so by the Trust and for such compensation as shall be agreed upon between
the Trust and the Custodian, include certificate numbers in such tabulations.

15
<PAGE>

In addition, the Custodian shall electronically transmit daily to the Trust
information pertaining to security trading and other investment activity and all
other cash activity of a Fund.

5. Opinion of Trust's Independent Public Accountants

The Custodian shall take all reasonable action to obtain from year to year
favorable opinions from independent public accountants with respect to its
activities hereunder in connection with the preparation of the Trust's
registration statement, periodic reports, or any other reports to the SEC and
with respect to any other requirements of the SEC.

6. Reports to Trust by Independent Public Accountants

The Custodian shall provide the Trust, at such times as the Trust may
reasonably require, with reports by independent public accountants for each Fund
on the accounting system, internal accounting control and procedures for
safeguarding securities, futures contracts and options on futures contracts,
including securities deposited and/or maintained in a Securities System,
relating to the services provided by the Custodian for the Trust under this
Agreement; such reports shall be of sufficient scope and in sufficient detail,
as may reasonably be required by the Trust, to provide reasonable assurance that
any material inadequacies would be disclosed by such examination and, if there
are no such inadequacies, the reports shall so state.

7. Compensation of Custodian

The Custodian shall be entitled to reasonable compensation for its services
and expenses as Custodian, as agreed upon from time to time between the Trust
and the Custodian, and as reflected on Schedule A attached hereto.

8. Responsibility of Custodian

The Custodian shall be held to a standard of reasonable care in carrying
out the provisions of this Agreement; provided, however, that the Custodian
shall be held to any higher standard of care which would be imposed upon the
Custodian by any applicable law or regulation if such above stated standard of
reasonable care was not part of this Agreement. The Custodian shall be entitled
to rely on and may act upon advice of counsel (who may be counsel for the Trust)
on all matters, and shall be without liability for any action reasonably taken
or omitted pursuant to such advice, provided that such

16
<PAGE>

action is not in violation of applicable federal or state laws or regulations,
and is in good faith and without negligence. Subject to the limitations set
forth in Section 15 hereof, the Custodian shall be kept indemnified by the Trust
but only from the assets of the Fund involved in the issue at hand and be
without liability for any action taken or thing done by it that is reasonably
related to its responsibility to carry out the terms and provisions of this
Agreement in accordance with the above standards.

In order that the indemnification provisions contained in this Section 8
shall apply, however, it is understood that if in any case the Trust may be
asked to indemnify or save the Custodian harmless, the Trust shall be fully and
promptly advised of all pertinent facts concerning the situation in question,
and it is further understood that the Custodian will use all reasonable care to
identify and notify the Trust promptly concerning any situation which presents
or appears likely to present the probability of such a claim for
indemnification. The Trust shall have the option to defend the Custodian
against any claim which may be the subject of this indemnification, and in the
event that the Trust so elects it will so notify the Custodian and thereupon the
Trust shall take over complete defense of the claim, and the Custodian shall in
such situation initiate no further legal or other expenses for which it shall
seek indemnification under this Section. The Custodian shall in no case confess
any claim or make any compromise in any case in which the Trust will be asked to
indemnify the Custodian except with the Trust's prior written consent.

Notwithstanding the foregoing, the responsibility of the Custodian with
respect to redemptions effected by check shall be in accordance with a separate
Agreement entered into between the Custodian and the Trust.

If the Trust requires the Custodian to take any action with respect to
securities, which action involves the payment of money or which action may, in
the reasonable opinion of the Custodian, result in the Custodian or its nominee
assigned to a Fund being liable for the payment of money or incurring liability
of some other form, the Custodian may request the Trust, as a prerequisite to
requiring the Custodian to take such action, to provide indemnity to the
Custodian in an amount and form satisfactory to the Custodian.

Subject to the limitations set forth in Section 15 hereof, the Trust agrees
to indemnify and hold harmless the Custodian and its nominee from and against
all taxes, charges, expenses, assessments, claims and liabilities (including
reasonable counsel fees) (referred to herein as authorized charges)

17
<PAGE>

incurred or assessed against it or its nominee in connection with the
performance of this Agreement, except such as may arise from it or its nominee's
own failure to act in accordance with the standard of care set forth herein or
any higher standard of care which would be imposed upon the Custodian by any
applicable law or regulation if such above-stated standard of care were not part
of this Agreement. To secure any authorized charges and any advances of cash or
securities made by the Custodian to or for the benefit of a Fund for any purpose
which results in the Fund incurring an overdraft at the end of any business day
or for extraordinary or emergency purposes during any business day, the Trust
hereby grants to the Custodian a security interest in and pledges to the
Custodian securities held for the Fund by the Custodian in an amount not to
exceed 10 percent of the Fund's gross assets, the specific securities to be
designated in writing from time to time by the Trust or the Fund's investment
adviser. Should the Trust fail to make such designation, or should it instruct
the Custodian to make advances exceeding the percentage amount set forth above
and should the Custodian do so, the Trust hereby agrees that the Custodian shall
have a security interest in all securities or other property purchased for a
Fund with the advances by the Custodian, which securities or property shall be
deemed to be pledged to the Custodian, and the written instructions of the Trust
instructing their purchase shall be considered the requisite description and
designation of the property so pledged for purposes of the requirements of the
Uniform Commercial Code. Should the Trust fail to cause a Fund to repay promptly
any authorized charges or advances of cash or securities, subject to the
provision of the second paragraph of this Section 8 regarding indemnification,
the Custodian shall be entitled to use available cash and to dispose of pledged
securities and property as is necessary to repay any such advances.

18
<PAGE>

9. Effective Period, Termination and Amendment

This Agreement shall become effective as of its execution, shall continue
in full force and effect until terminated as hereinafter provided, may be
amended at any time by mutual agreement of the parties hereto and may be
terminated by either party by an instrument in writing delivered or mailed,
postage prepaid, to the other party, such termination to take effect not sooner
than sixty (60) days after the date of such delivery or mailing; provided,
--------
however that the Custodian shall not act under Section 2.12 hereof in the
absence of receipt of an initial certificate of the Secretary or an Assistant
Secretary that the Trustees of the Trust have approved this Agreement; provided
--------
further, however, that the Trust shall not amend or terminate this Agreement in
- -------
contravention of any applicable federal or state regulations, or any provision
of the Declaration of Trust, and further provided, that the Trust may at any
time by action of its Board (i) substitute another bank or trust company for the
Custodian by giving notice as described above to the Custodian, or (ii)
immediately terminate this Agreement in the event of the appointment of a
conservator or receiver for the Custodian by the Comptroller of the Currency or
upon the happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.

Upon termination of the Agreement, the Trust shall pay to the Custodian
such compensation as may be due as of the date of such termination and shall
likewise reimburse the Custodian for its reasonable costs, expenses and
disbursements incurred in connection with its performance of this agreement
through the date of termination.

10. Successor Custodian

If a successor custodian shall be appointed by the Trustees of the Trust,
the Custodian shall, upon termination, deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer, all
securities then held by it hereunder for each Fund and shall transfer to
separate accounts of the successor custodian all of each Fund's securities held
in a Securities System.

If no such successor custodian shall be appointed, the Custodian shall, in
like manner, upon receipt of a certified copy of a vote of the Trustees of the
Trust, deliver at the office of the Custodian and transfer such securities,
funds and other properties in accordance with such vote.

19
<PAGE>

In the event that no written order designating a successor custodian or
certified copy of a vote of the Trustees shall have been delivered to the
Custodian on or before the date when such termination shall become effective,
then the Custodian shall have the right to deliver to a bank or trust company,
which is a "bank" as defined in the 1940 Act, of its own selection, having an
aggregate capital, surplus, and undivided profits, as shown by its last
published report, of not less than $100,000,000, all securities, funds and other
properties held by the Custodian and all instruments held by the Custodian
relative thereto and all other property held by it under this Agreement for each
Fund and to transfer to separate accounts of such successor custodian all of
each Fund's securities held in any Securities System. Thereafter, such bank or
trust company shall be the successor of the Custodian under this Agreement.

In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Trust to procure the certified copy of the vote referred to or of
the Trustees to appoint a successor custodian, the Custodian shall be entitled
to fair compensation for its services during such period as the Custodian
retains possession of such securities, funds and other properties and the
provisions of this Agreement relating to the duties and obligations of the
Custodian shall remain in full force and effect.

11. Interpretive and Additional Provisions

In connection with the operation of this Agreement, the Custodian and the
Trust may from time to time agree on such provisions interpretive of or in
addition to the provisions of this Agreement as may in their joint opinion be
consistent with the general tenor of this Agreement. Any such interpretive or
additional provisions shall be in a writing signed by both parties and shall be
annexed hereto, provided that no such interpretive or additional provisions
--------
shall contravene any applicable federal or state regulations or any provision of
the Declaration of Trust. No interpretive or additional provisions made as
provided in the preceding sentence shall be deemed to be an amendment of this
Agreement.

12. Ohio Law to Apply

This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with laws of the state of Ohio.

13. Notices

20
<PAGE>

Except as otherwise specifically provided herein, Notices and other
writings delivered or mailed postage prepaid to the Trust or to the Custodian at
Huntington Center, 41 South High Street, Columbus, Ohio 43287, or to such other
address as the Trust or the Custodian may hereafter specify, shall be deemed to
have been properly delivered or given hereunder to the respective address.

14. Counterparts

This Agreement may be executed simultaneously in two or more counterparts,
each of which shall be deemed an original.

15. Limitations of Liability

The Custodian is expressly put on notice of the limitation of liability as
set forth in Article IV of the Declaration of Trust and agrees that the
obligations and liabilities assumed by the Trust and any Fund pursuant to this
Agreement, including, without limitation, any obligation or liability to
indemnify the Custodian pursuant to Section 8 hereof, shall be limited in any
case to the relevant Fund and its assets and that the Custodian shall not seek
satisfaction of any such obligation from the shareholders of the relevant Fund,
from any other Fund or its shareholders or from the Trustees, Officers,
employees or agents of the Trust, or any of them. In addition, in connection
with the discharge and satisfaction of any claim made by the Custodian against
the Trust, for whatever reasons, involving more than one Fund, the Trust shall
have the exclusive right to determine the appropriate allocations of liability
for any such claim between or among the Funds.

IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and behalf by its duly authorized representative and its
seal to be hereunder affixed as of the _____ day of ________________, 1999.

HUNTINGTON VA FUNDS

By:____________________________________

21
<PAGE>

THE HUNTINGTON NATIONAL BANK

By:____________________________________

22
<PAGE>

SCHEDULE A
to the
Custodian Agreement
dated as of __________________, 1999
between
Huntington VA Funds
and
The Huntington National Bank

For its services under the Custodian and Recordkeeping Agreement, the
Custodian will receive an annual fee as follows:

For Custody Services:
- --------------------

0.026% of the average daily net assets of each of the following Huntington
Variable Annuity Funds:

Huntington VA Growth Fund
Huntington VA Income Equity Fund

For Recordkeeping Services:
- --------------------------

0.030% of the average daily net assets of each of the following Huntington
Variable Annuity Funds:

Huntington VA Growth Fund
Huntington VA Income Equity Fund

All fees are to be accrued daily and paid monthly.

HUNTINGTON VA FUNDS

By:____________________________________

THE HUNTINGTON NATIONAL BANK

By:____________________________________

<PAGE>

Exhibit (h)(1)
TRANSFER AGENCY AND SERVICE AGREEMENT

THIS AGREEMENT is made as of the ____ day of _______________, 1999, by and
between HUNTINGTON VA FUNDS, a Massachusetts business trust, having its
principal office and place of business at 41 South High Street, Columbus, Ohio
43287 (the "Trust"), and STATE STREET BANK AND TRUST COMPANY, a Massachusetts
trust company, having its principal office and place of business at 225 Franklin
Street, Boston, Massachusetts 02110 (the "Transfer Agent").

WHEREAS, the Trust is authorized to issue shares in separate series, with
each such series representing interests in a separate portfolio of securities
and other assets; and

WHEREAS, the Trust intends to initially offer shares in two series, such
series shall be named in the attached Schedule A which may be amended by the
parties from time to time (each such series, together with all other series
subsequently established by the Trust and made subject to this Agreement in
accordance with Article 11, being herein referred to as a "Fund," and
collectively as the "Funds");

WHEREAS, the Trust on behalf of the Funds desires to appoint the Transfer
Agent as its transfer agent, dividend disbursing agent, custodian of certain
retirement plans and agent in connection with certain other activities, and the
Transfer Agent desires to accept such appointment;

NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

1. Terms of Appointment and Duties

1.1 Subject to the terms and conditions set forth in this Agreement, the
Trust, on behalf of the Funds, hereby employs and appoints the Transfer Agent to
act as, and the Transfer Agent agrees to act as the transfer agent for each
Fund's authorized and issued shares of beneficial interest, no par value
("Shares"), dividend disbursing agent, custodian of certain retirement plans and
agent in connection with any accumulation, open-account or similar plan provided
to the shareholders of each of the Funds of the Trust ("Shareholders") and set
out in the currently effective prospectus and statement of additional
information for such Funds, including without limitation any periodic investment
plan or periodic withdrawal program. In accordance with procedures established
from time to time by agreement between the Trust on behalf of each of the Funds,
as applicable, and the Transfer Agent, the Transfer Agent agrees that it will
perform the following services:

(1) Receive for acceptance, orders for the purchase of Shares, and
promptly deliver payment and appropriate documentation thereof to the
Custodian of the Trust authorized pursuant to the Declaration of Trust of
the Trust (the "Custodian");

(2) Pursuant to purchase orders, issue the appropriate number of
Shares and hold such Shares in the appropriate Shareholder account;
<PAGE>

(3) Receive for acceptance redemption requests and redemption
directions and deliver the appropriate documentation thereof to the
Custodian;

(4) In respect to the transactions in items (a), (b) and (c) above,
the Transfer Agent shall execute transactions directly with broker-dealers
authorized by the Trust;

(5) At the appropriate time as and when it receives monies paid to
it by the Custodian with respect to any redemption, pay over or cause to be
paid over in the appropriate manner such monies as instructed by the
redeeming Shareholders;

(6) Effect transfers of Shares by the registered owners thereof
upon receipt of appropriate instructions;

(7) Prepare and transmit payments for dividends and distributions
declared by the Trust on behalf of the applicable Fund;

(8) Issue replacement certificates for those certificates alleged
to have been lost, stolen or destroyed upon receipt by the Transfer Agent
of indemnification satisfactory to the Transfer Agent and protecting the
Transfer Agent and the Trust, and the Transfer Agent at its option, may
issue replacement certificates in place of mutilated stock certificates
upon presentation thereof and without such indemnity;

(9) Maintain records of account for and advise the Funds and their
Shareholders as to the foregoing; and

(10) Record the issuance of Shares of the Funds and maintain
pursuant to Rule 17Ad-10(e) under the Securities Exchange Act of 1934, as
amended, a record of the total number of Shares of the Funds which are
authorized, based upon data provided to it by the Trust, and issued and
outstanding. The Transfer Agent shall also provide the Trust on a regular
basis with the total number of Shares which are authorized and issued and
outstanding and shall have no obligation, when recording the issuance of
Shares, to monitor the issuance of such Shares or to take cognizance of any
laws relating to the issue or sale of such Shares, which functions shall be
the sole responsibility of the Trust.

1.2 In addition to and neither in lieu nor in contravention of the
services set forth in the above Section 1.1:

(1) The Transfer Agent shall perform the customary services of a
transfer agent, dividend disbursing agent, custodian of certain retirement
plans and, as relevant, agent in connection with accumulation, open-account
or similar plans (including without limitation any periodic investment plan
or periodic withdrawal program), including but not limited to: maintaining
all Shareholder accounts, preparing Shareholder meeting lists, mailing
Shareholder proxies, Shareholder reports and prospectuses to current
Shareholders, withholding taxes on U.S. resident and non-resident alien
accounts, preparing and filing U.S. Treasury Department Forms 1099 and
other appropriate forms required with respect to dividends and
distributions by federal authorities for all Shareholders, preparing and
mailing confirmation forms and statements of

2
<PAGE>

account to Shareholders for all purchases and redemptions of Shares and
other confirmable transactions in Shareholder accounts, preparing and
mailing activity statements for Shareholders, and providing Shareholder
account information and (ii) provide a system which will enable the Trust
to monitor the total number of Shares sold in each state.

(2) The Trust shall (i) identify to the Transfer Agent in writing
those transactions and assets to be treated as exempt from blue sky
reporting for each state and (ii) verify the establishment of transactions
for each state on the system prior to activation and thereafter monitor the
daily activity for each state. The responsibility of the Transfer Agent for
the Trust's blue sky state registration status is solely limited to the
initial establishment of transactions subject to blue sky compliance by the
Trust and the reporting of such transactions to the Trust as provided
above.

(3) The Trust on behalf of each Fund and the Transfer Agent have
established per the attached Service Responsibility Schedule, as may be
amended from time to time, procedures as to who shall provide certain of
these services in Section 1. According to this Schedule, the Transfer Agent
may at times perform only a portion of the services and the Trust or its
agent may perform these services on the Trust's behalf.

(4) The Transfer Agent shall provide additional services on behalf
of the Trust (e.g., escheatment services) which may be agreed upon in
writing between the Trust and the Transfer Agent.

2. Fees and Expenses

2.1 For the performance by the Transfer Agent pursuant to this Agreement,
the Trust agrees on behalf of each of the Funds to pay the Transfer Agent an
annual maintenance fee for each Shareholder account as set out in the initial
Fee Schedule attached hereto. Such fees and out-of-pocket expenses and advances
identified under Section 2.2 below may be changed from time to time subject to
mutual written agreement between the Trust and the Transfer Agent.

2.2 In addition to the fee paid under Section 2.1 above, the Trust agrees
on behalf of each of the Funds to reimburse the Transfer Agent for out-of-pocket
expenses, including but not limited to confirmation production, postage, forms,
telephone, microfilm, microfiche, mailing and tabulating proxies, records
storage, or advances incurred by the Transfer Agent for the items set out in the
fee schedule attached hereto. In addition, any other expenses incurred by the
Transfer Agent at the request or with the consent of the Trust, will be
reimbursed by the Trust on behalf of the applicable Fund.

2.3 The Trust agrees on behalf of each of the Funds to pay all fees and
reimbursable expenses within thirty (30) days following the receipt of the
respective billing notice. Postage for mailing of dividends, proxies, Fund
reports and other mailings to all shareholder accounts shall be advanced to the
Transfer Agent by the Trust at least seven (7) days prior to the mailing date of
such materials.

3. Representations and Warranties of the Transfer Agent

The Transfer Agent represents and warrants to the Trust that:

3
<PAGE>

3.1 It is a trust company duly organized and existing and in good standing
under the laws of the Commonwealth of Massachusetts.

3.2 It is duly qualified to carry on its business in the Commonwealth of
Massachusetts.

3.3 It is empowered under applicable laws and by its Charter and By-Laws
to enter into and perform this Agreement.

3.4 All requisite corporate proceedings have been taken to authorize it to
enter into and perform this Agreement.

3.5 It has and will continue to have access to the necessary facilities,
equipment and personnel to perform its duties and obligations under this
Agreement.

4. Representations and Warranties of the Trust

The Trust represents and warrants to the Transfer Agent that:

4.1 It is a business trust duly organized and existing and in good
standing under the laws of the Commonwealth of Massachusetts.

4.2 It is empowered under applicable laws and by its Declaration of Trust
and By-Laws to enter into and perform this Agreement.

4.3 All corporate proceedings required by said Declaration of Trust and
By-Laws have been taken to authorize it to enter into and perform this
Agreement.

4.4 It is an open-end and diversified management investment company
registered under the Investment Company Act of 1940, as amended.

4.5 A registration statement under the Securities Act of 1933, as amended
on behalf of each of the Funds is currently effective and will remain effective,
and appropriate state securities law filings have been made and will continue to
be made, with respect to all Shares of the Funds being offered for sale.

5. Wire Transfer Operating Guidelines/Articles 4A of the Uniform Commercial
Code

5.1 The Transfer Agent is authorized to promptly debit the appropriate Fund
account(s) upon the receipt of a payment order in compliance with the selected
security procedure (the "Security Procedure") chosen for funds transfer and in
the amount of money that the Transfer Agent has been instructed to transfer. The
Transfer Agent shall execute payment orders in compliance with the Security
Procedure and with the Fund instructions on the execution date provided that
such payment order is received by the customary deadline for processing such a
request, unless the payment order specifies a later time. All payment orders and
communications received after this the customary deadline will be deemed to have
been received the next business day.

4
<PAGE>

5.2 The Trust acknowledges that the Security Procedure it has designated
on the Fund Selection Form was selected by the Trust from security procedures
offered by the Transfer Agent. The Trust shall restrict access to confidential
information relating to the Security Procedure to authorized persons as
communicated to the Transfer Agent in writing. The Trust must notify the
Transfer Agent immediately if it has reason to believe unauthorized persons may
have obtained access to such information or of any change in the Trust's
authorized personnel. The Transfer Agent shall verify the authenticity of all
Trust instructions according to the Security Procedure.

5.3 The Transfer Agent shall process all payment orders on the basis of
the account number contained in the payment order. In the event of a discrepancy
between any name indicated on the payment order and the account number, the
account number shall take precedence and govern.

5.4 The Transfer Agent reserves the right to decline to process or delay
the processing of a payment order which (a) is in excess of the collected
balance in the account to be charged at the time of the Transfer Agent's receipt
of such payment order; (b) if initiating such payment order would cause the
Transfer Agent, in the Transfer Agent's sole judgement, to exceed any volume,
aggregate dollar, network, time, credit or similar limits which are applicable
to the Transfer Agent; or (c) if the Transfer Agent, in good faith, is unable to
satisfy itself that the transaction has been properly authorized.

5.5 The Transfer Agent shall use reasonable efforts to act on all
authorized requests to cancel or amend payment orders received in compliance
with the Security Procedure provided that such requests are received in a timely
manner affording the Transfer Agent reasonable opportunity to act. However, the
Transfer Agent assumes no liability if the request for amendment or cancellation
cannot be satisfied.

5.6 The Transfer Agent shall assume no responsibility for failure to
detect any erroneous payment order provided that the Transfer Agent complies
with the payment order instructions as received and the Transfer Agent complies
with the Security Procedure. The Security Procedure is established for the
purpose of authenticating payment orders only and not for the detection of
errors in payment orders.

5.7 The Transfer Agent shall assume no responsibility for lost interest
with respect to the refundable amount of any unauthorized payment order, unless
the Transfer Agent is notified of the unauthorized payment order within thirty
(30) days of notification by the Transfer Agent of the acceptance of such
payment order. In no event (including failure to execute a payment order) shall
the Transfer Agent be liable for special, indirect or consequential damages,
even if advised of the possibility of such damages.

5.8 When the Trust initiates or receives Automated Clearing House credit
and debit entries pursuant to these guidelines and the rules of the National
Automated Clearing House Association and the New England Clearing House
Association, the Transfer Agent will act as an Originating Depository Financial
Institution and/or receiving depository Financial Institution, as the case may
be, with respect to such entries. Credits given by the Transfer Agent with
respect to an ACH credit entry are provisional until the Transfer Agent receives
final settlement for such entry from the Federal Reserve Transfer Agent. If the
Transfer Agent does not receive such final settlement, the Trust agrees that the
Transfer Agent shall receive a refund of the amount credited to the Trust in
connection with such entry, and the party making payment to the Trust via such
entry shall not be deemed to have paid the amount of the entry.

5
<PAGE>

5.9 Confirmation of Transfer Agent's execution of payment orders shall
ordinarily be provided within twenty-four (24) hours, notice of which may be
delivered through the Transfer Agent's proprietary information systems, or by
facsimile or call-back. The Trust must report any objections to the execution
of an order within thirty (30) days.

6. Data Access and Proprietary Information

6.1 The Trust acknowledges that the databases, computer programs, screen
formats, report formats, interactive design techniques, and documentation
manuals furnished to the Trust by the Transfer Agent as part of the Trust's
ability to access certain Fund-related data ("Customer Data") maintained by the
Transfer Agent on databases under the control and ownership of the Transfer
Agent or other third party ("Data Access Services") constitute copyrighted,
trade secret, or other proprietary information (collectively, "Proprietary
Information") of substantial value to the Transfer Agent or other third party.
In no event shall Proprietary Information be deemed Customer Data. The Trust
agrees to treat all Proprietary Information as proprietary to the Transfer Agent
and further agrees that it shall not divulge any Proprietary Information to any
person or organization except as may be provided hereunder. Without limiting the
foregoing, the Trust agrees for itself and its employees and agents to:

(1) Use such programs and databases solely from locations as may be
designated in writing by the Transfer Agent and solely in accordance with
the Transfer Agent's applicable user documentation;

(2) Refrain from copying or duplicating in any way (other than in the
normal course of performing processing in authorized locations) the
Proprietary Information;

(3) Refrain from obtaining unauthorized access to any portion of the
Proprietary Information, and if such access is inadvertently obtained, to
inform in a timely manner of such fact and dispose of such information in
accordance with the Transfer Agent's instructions;

(4) Refrain from causing or allowing the data or information acquired
pursuant to this Agreement from being retransmitted to any other computer
terminal, device, facility or other location, except with the prior written
consent of the Transfer Agent (such permission not to be unreasonably
withheld);

(5) Restrict access only to those authorized transactions agreed upon
by the Trust and the Transfer Agent; and

(6) Honor all reasonable written requests made by the Transfer Agent
to protect at the Transfer Agent's expense the rights of the Transfer Agent
in Proprietary Information at common law, under federal copyright law and
under other federal or state law.

6.2 Proprietary Information shall not include all or any portion of any of
the foregoing items that: (i) are or become publicly available without breach of
this Agreement; (ii) are released for general disclosure by a written release by
the Transfer Agent; or (iii) are already in the possession of the receiving
party at the time or receipt without obligation of confidentiality or breach of
this Agreement.

6
<PAGE>

6.3 If the Trust notifies the Transfer Agent that any of the Data Access
Services do not operate in material compliance with the most recently issued
user documentation for such services, the Transfer Agent shall endeavor in a
timely manner to correct such failure. Organizations from which the Transfer
Agent may obtain certain data included in the Data Access Services are solely
responsible for the contents of such data and the Trust agrees to make no claim
against the Transfer Agent arising out of the contents of such third-party data,
including, but not limited to, the accuracy thereof. DATA ACCESS SERVICES AND
ALL COMPUTER PROGRAMS AND SOFTWARE SPECIFICATIONS USED IN CONNECTION THEREWITH
ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. THE Transfer Agent EXPRESSLY
DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY STATED HEREIN INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.

6.4 If the transactions available to the Trust include the ability to
originate electronic instructions to the Transfer Agent in order to (i) effect
the transfer or movement of cash or Shares or (ii) transmit Shareholder
information or other information, then in such event the Transfer Agent shall be
entitled to rely on the validity and authenticity of such instruction without
undertaking any further inquiry as long as such instruction is undertaken in
conformity with security procedures established by the Transfer Agent from time
to time.

6.5 Each party shall take reasonable efforts to advise its employees of
their obligations pursuant to this Section 6. The obligations of this Section
shall survive any earlier termination of this Agreement.

7. Indemnification

7.1 The Transfer Agent shall not be responsible for, and the Trust shall
on behalf of the applicable Fund indemnify and hold the Transfer Agent harmless
from and against, any and all losses, damages, costs, charges, counsel fees,
payments, expenses and liability arising out of or attributable to:

(1) All actions of the Transfer Agent or its agents or
subcontractors required to be taken pursuant to this Agreement, provided
that such actions are taken in good faith and without negligence or willful
misconduct;

(2) The Trust's lack of good faith, negligence or willful misconduct
which arise out of the breach of any representation or warranty of the
Trust hereunder;

(3) The reliance on or use by the Transfer Agent or its agents or
subcontractors of information, records, documents or services which (i) are
received by the Transfer Agent or its agents or subcontractors, and (ii)
have been prepared, maintained or performed by the Trust or any other
person or firm on behalf of the Trust;

(4) The reliance on, or the carrying out by the Transfer Agent or its
agents or subcontractors of any instructions or requests of the Trust on
behalf of the applicable Fund;

(5) The offer or sale of Shares in violation of federal or state
securities laws or regulations requiring that such Shares be registered or
in violation of any stop order or other

7
<PAGE>

determination or ruling by any federal or any state agency with respect to
the offer or sale of such Shares; and

(6) The negotiation and processing of checks made payable to
prospective or existing Shareholders tendered to the Transfer Agent for the
purchase of Shares, such checks are commonly known as "third party checks".

7.2 At any time the Transfer Agent may apply to any officer of the Trust
for instructions, and may consult with legal counsel with respect to any matter
arising in connection with the services to be performed by the Transfer Agent
under this Agreement, and the Transfer Agent and its agents or subcontractors
shall not be liable and shall be indemnified by the Trust on behalf of the
applicable Fund for any action taken or omitted by it in reliance upon such
instructions or upon the opinion of such counsel. The Transfer Agent, its agents
and subcontractors shall be protected and indemnified in acting upon any paper
or document, reasonably believed to be genuine and to have been signed by the
proper person or persons, or upon any instruction, information, data, records or
documents provided the Transfer Agent or its agents or subcontractors by machine
readable input, telex, CRT data entry or other similar means authorized by the
Trust, and shall not be held to have notice of any change of authority of any
person, until receipt of written notice thereof from the Trust. The Transfer
Agent, its agents and subcontractors shall also be protected and indemnified in
recognizing stock certificates which are reasonably believed to bear the proper
manual or facsimile signatures of the officers of the Trust, and the proper
countersignature of any co-transfer agent or co-registrar.

7.3 In order that the indemnification provisions contained in this Section
7 shall apply, upon the assertion of a claim for which the Trust may be required
to indemnify the Transfer Agent, the Transfer Agent shall promptly notify the
Trust of such assertion, and shall keep the Trust advised with respect to all
developments concerning such claim. The Trust shall have the option to
participate with the Transfer Agent in the defense of such claim or to defend
against said claim in its own name or in the name of the Transfer Agent. The
Transfer Agent shall in no case confess any claim or make any compromise in any
case in which the Trust may be required to indemnify the Transfer Agent except
with the Trust's prior written consent.

8. Standard of Care

The Transfer Agent shall at all times act in good faith and agrees to use
its best efforts within reasonable limits to insure the accuracy of all services
performed under this Agreement, but assumes no responsibility and shall not be
liable for loss or damage due to errors unless said errors are caused by its
negligence, bad faith, or willful misconduct or that of its employees.

9. Year 2000

The Transfer Agent will take reasonable steps to ensure that its products
(and those of its third-party suppliers) reflect the available technology to
offer products that are Year 2000 ready, including, but not limited to, century
recognition of dates, calculations that correctly compute same century and multi
century formulas and date values, and interface values that reflect the date
issues arising between now and the next one-hundred years, and if any changes
are required, the Transfer Agency will make the changes to its products at a
price to be agreed upon by the parties and in a commercially reasonable time
frame and will require third-party suppliers to do likewise.

8
<PAGE>

10. Covenants of the Trust and the Transfer Agent

10.1 The Trust shall on behalf of each of the Funds promptly furnish to
the Transfer Agent the following:

(1) A certified copy of the resolution of the Board of Trustees of
the Trust authorizing the appointment of the Transfer Agent and the
execution and delivery of this Agreement.

(2) A copy of the Declaration of Trust and By-Laws of the Trust and
all amendments thereto.

10.2 The Transfer Agent hereby agrees to establish and maintain facilities
and procedures reasonably acceptable to the Trust for safekeeping of stock
certificates, check forms and facsimile signature imprinting devices, if any;
and for the preparation or use, and for keeping account of, such certificates,
forms and devices.

10.3 The Transfer Agent shall keep records relating to the services to be
performed hereunder, in the form and manner as it may deem advisable. To the
extent required by Section 31 of the Investment Company Act of 1940, as amended,
and the Rules thereunder, the Transfer Agent agrees that all such records
prepared or maintained by the Transfer Agent relating to the services to be
performed by the Transfer Agent hereunder are the property of the Trust and will
be preserved, maintained and made available in accordance with such Section and
Rules, and will be surrendered promptly to the Trust on and in accordance with
its request.

10.4 The Transfer Agent and the Trust agree that all books, records,
information and data pertaining to the business of the other party which are
exchanged or received pursuant to the negotiation or the carrying out of this
Agreement shall remain confidential, and shall not be voluntarily disclosed to
any other person, except as may be required by law.

10.5 In case of any requests or demands for the inspection of the
Shareholder records of the Trust, the Transfer Agent will endeavor to notify the
Trust and to secure instructions from an authorized officer of the Trust as to
such inspection. The Transfer Agent reserves the right, however, to exhibit the
Shareholder records to any person whenever it is advised by its counsel that it
may be held liable for the failure to exhibit the Shareholder records to such
person.

11. Termination of Agreement

11.1 This Agreement may be terminated by either party upon one hundred
twenty (120) days' written notice to the other.

11.2 Should the Trust exercise its right to terminate, all out-of-pocket
expenses associated with the movement of records and material will be borne by
the Trust on behalf of the applicable Fund(s). Additionally, the Transfer Agent
reserves the right to charge for any other reasonable expenses associated with
such termination and a charge equivalent to the average of three (3) months'
fees.

9
<PAGE>

11.3 Should the Transfer Agent exercise its right to terminate, all
out-of-pocket expenses associated with the movement of physical documents and
materials will be borne by the Transfer Agent on behalf of the applicable
Fund(s).

12. Additional Funds

In the event that the Trust establishes one or more series of Shares in
addition to the series named in the attached Schedule A with respect to which it
desires to have the Transfer Agent render services as transfer and service agent
under the terms hereof, it shall so notify the Transfer Agent in writing, and if
the Transfer Agent agrees in writing to provide such services, such series of
Shares shall become a Fund hereunder.

13. Assignment

13.1 Except as provided in Section 13.1 below, neither this Agreement nor
any rights or obligations hereunder may be assigned by either party without the
written consent of the other party.

13.2 This Agreement shall inure to the benefit of and be binding upon the
parties and their respective permitted successors and assigns.

14. Subcontractors

14.1 The Transfer Agent may, without further consent on the part of the
Trust, subcontract for the performance hereof with (i) Boston Financial Data
Services, Inc., a Massachusetts corporation ("BFDS") which is duly registered as
a transfer agent pursuant to Section 17A(c)(2) of the Securities Exchange Act of
1934, as amended ("Section 17A(c)(2)"), (ii) a BFDS subsidiary duly registered
as a transfer agent pursuant to Section 17A(c)(2) or (iii) a BFDS affiliate;
provided, however, that the Transfer Agent shall be as fully responsible to the
Trust for the acts and omissions of any subcontractor as it is for its own acts
and omissions.

15. Amendment

This Agreement may be amended or modified by a written agreement executed
by both parties and authorized or approved by a resolution of the Board of
Trustees of the Trust.

16. Massachusetts Law to Apply

This Agreement shall be construed and the provisions thereof interpreted
under and in accordance with the laws of the Commonwealth of Massachusetts.

17. Force Majeure

In the event either party is unable to perform its obligations under the
terms of this Agreement because of acts of God, strikes, equipment or
transmission failure or damage reasonably beyond its control, or other causes
reasonably beyond its control, such party shall not be liable for damages to the
other for any damages resulting from such failure to perform or otherwise from
such causes.

10
<PAGE>

18. Consequential Damages

Neither party to this Agreement shall be liable to the other party for
consequential damages under any provision of this Agreement or for any
consequential damages arising out of any act or failure to act hereunder.

19. Survival

All provisions regarding indemnification, warranty, liability, and limits
thereon, and confidentiality and/or protections of proprietary rights and trade
secrets shall survive the termination of this Agreement.

20. Severability

If any provision or provisions of this Agreement shall be held invalid,
unlawful, or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired.

21. Priorities Clause

In the event of any conflict, discrepancy or ambiguity between the terms
and conditions contained in this Agreement and any Schedules or attachments
hereto, the terms and conditions contained in this Agreement shall take
precedence.

22. Waiver

No waiver by either party or any breach or default of any of the covenants
or conditions herein contained and performed by the other party shall be
construed as a waiver of any succeeding breach of the same or of any other
covenant or condition.

23. Merger of Agreement

This Agreement constitutes the entire agreement between the parties hereto
and supersedes any prior agreement with respect to the subject matter hereof
whether oral or written.

24. Limitations of Liability of the Trustees and Shareholders

A copy of the Declaration of Trust of the Trust is on file with the
Secretary of the Commonwealth of Massachusetts, and notice is hereby given that
this instrument is executed on behalf of the Trustees of the Trust as Trustees
and not individually and that the obligations of this instrument are not binding
upon any of the Trustees or Shareholders individually but are binding only upon
the assets and property of the Trust.

25. Counterparts

This Agreement may be executed by the parties hereto on any number of
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument.

11
<PAGE>

26. Reproduction of Documents

This Agreement and all schedules, exhibits, attachments and amendments
hereto may be reproduced by any photographic, photostatic, microfilm, micro-
card, miniature photographic or other similar process. The parties hereto each
agree that any such reproduction shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is in existence and whether or not such reproduction was made by a party in the
regular course of business, and that any enlargement, facsimile or further
reproduction shall likewise be admissible in evidence.

27. Notices

All notices and other communications as required or permitted hereunder
shall be in writing and sent by first class mail, postage prepaid, addressed as
follows or to such other address or addresses of which the respective party
shall have notified the other.

If to State Street Bank and Trust Company, to:

State Street Bank and Trust Company
c/o Boston Financial Data Services, Inc.
Two Heritage Drive
Quincy, Massachusetts 02171
Attention: Legal Department

Facsimile: (617) 774-2287

If to the Trust, to:

Huntington VA Funds
c/o The Huntington National Bank
41 South High Street
Columbus, Ohio 43287
Attention: Product Manager

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf by and through their duly authorized
officers, as of the day and year first above written.

HUNTINGTON VA FUNDS

By:_______________________________________

12
<PAGE>

STATE STREET BANK AND TRUST COMPANY

By:________________________________________

13
<PAGE>

SERVICE RESPONSIBILITY SCHEDULE
to the
Transfer Agency and Service Agreement
dated as of __________, 1999
between
Huntington VA Funds
and
State Street Transfer Agent & Trust Company

<TABLE>
<CAPTION>
Service Performed Responsibility

Transfer Agent Trust
- ------------------------------------------------------------------------------

1. Receive orders for the purchase of Shares X

2. Issue Shares and hold Shares in Shareholder's X
accounts

3. Receive redemption requests X

4. Effect transactions 1-3 above directly with X
broker-dealers

5. Pay over monies to redeeming Shareholders X

6. Effect transfers of Shares X

7. Prepare and transmit dividends and distributions X
8. Issue replacement certificates X

9. Reporting of abandoned property X

10. Maintain records of account X

11. Maintain and keep a current and accurate control X
book for each issue of securities

12. Mail proxies X

13. Mail Shareholder reports X

14. Mail prospectuses to current Shareholders X

15. Withhold taxes on U.S. resident and non-resident X
alien accounts

16. Prepare and file U.S. Treasury Department forms X

17. Prepare and mail account and confirmation X

</TABLE>

14
<PAGE>

Service Performed Responsibility

Transfer Agent Trust
- ------------------------------------------------------------------------------

statements for Shareholders
18. Provide Shareholder account information X

19. Blue sky reporting X
</TABLE>

These services are more fully described in Section 1.1 of the Agreement.

HUNTINGTON VA FUNDS

By:___________________________________

STATE STREET BANK AND TRUST COMPANY

By:___________________________________

15
<PAGE>

FEE SCHEDULE
to the
TRANSFER AGENCY AND SERVICE AGREEMENT
dated as of _____________, 1999
between
Huntington VA Funds
and
State Street Transfer Agent and Trust Company

Funds
- -----

Huntington VA Growth Fund
Huntington VA Income Equity Fund

For each of the Funds listed above, the following annual fees apply:

Base Fee Per Fund (Per Cusip)..........................................$6,000*
*Base Fee will be $500 for new Cusips for the first ninety days

Fee Per Account....................................................... $16.50

Out-of-Pocket Expenses
- ----------------------

Out-of-Pocket expenses include but are not limited to: confirmation statements,
postage, forms, audio response, telephone, records retention, transcripts,
microfilm, microfiche, and expenses incurred at the specific direction of the
Trust.

This fee schedule is subject to an annual Cost of Living Adjustment based on
regional consumer price index.

HUNTINGTON VA FUNDS

By:______________________________________

STATE STREET BANK AND TRUST COMPANY

By:______________________________________

<PAGE>

Exhibit (h)(2)
ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this ____ day of ________, 1999, by and
between Huntington VA Funds, a Massachusetts business trust (the "Trust"), and
The Huntington National Bank (the "Administrator"), a national banking
association.

WHEREAS, the Trust is an open-end diversified management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"); and

WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services for
the investment portfolios of the Trust identified on Schedule A (the "Funds"),
on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises and the covenants
hereinafter contained, the Trust and the Administrator hereby agree as follows:

ARTICLE 1. Retention of the Administrator. The Trust hereby retains the
Administrator to act as the administrator of the Trust and to furnish the Funds
with the management and administrative services as set forth in Article 2 below.
The Administrator hereby accepts such employment to perform the duties set forth
below.

The Administrator shall, for all purposes herein, be deemed to be an
independent contractor and, unless otherwise expressly provided or authorized,
shall have no authority to act for or represent the Trust in any way and shall
not be deemed an agent of the Trust.

ARTICLE 2. Administrative and Accounting Services. The Administrator
shall perform or supervise the performance by others of other administrative
services in connection with the operation of the Funds, and, on behalf of the
Trust, will investigate, assist in the selection of and conduct relations with
custodians, depositories, accountants, legal counsel, underwriters, brokers and
dealers, corporate fiduciaries, insurers, banks and persons in any other
capacity deemed to be necessary or desirable for the Funds' operations. The
Administrator shall provide the Trustees of the Trust with such reports
regarding investment performance and compliance with investment policies and
applicable laws, rules and regulations as they may reasonably request but shall
have no responsibility for supervising the performance by any investment adviser
or sub-adviser of its responsibilities. The Administrator may appoint a sub-
administrator to perform certain of the services to be performed by the
Administrator hereunder, provided, however, that the Administrator is not
relieved of its obligations to the Trust as set forth hereunder.

The Administrator shall provide the Trust with administrative services,
regulatory reporting, fund accounting and related portfolio accounting services,
all necessary office space, equipment, personnel, compensation and facilities
(including facilities for shareholders' and Trustees' meetings but not Trustees'
meetings that are not held at offices of the Administrator) for handling the
affairs of the Funds and such other services as the Trustees may, from time to
<PAGE>

time, reasonably request and the Administrator shall, from time to time,
reasonably determine to be necessary to perform its obligations under this
Agreement. In addition, at the request of the Trust's Board of Trustees (the
"Trustees"), the Administrator shall make reports to the Trustees concerning the
performance of its obligations hereunder.

Without limiting the generality of the foregoing, the Administrator
shall:

(1) calculate contractual Trust expenses and control all disbursements
for the Trust, and as appropriate compute the Trust's yields,
total return, expense ratios, portfolio turnover rate and, if
required, portfolio average dollar-weighed maturity;

(2) assist Trust counsel with the preparation of prospectuses,
statements of additional information, registration statements, and
proxy materials;

(3) develop and prepare communications to shareholders, including the
annual report to shareholders, coordinate mailing prospectuses,
notices, proxy statements, proxies and other reports to Trust
shareholders, and supervise and facilitate the solicitation of
proxies solicited by the Trust for all shareholder meetings,
including tabulation process for shareholder meetings;

(4) coordinate with Trust counsel the preparation and negotiation of,
and administer, contracts on behalf of the Trust with, among
others, the Trust's investment adviser, distributor, custodian,
and transfer agent;

(5) maintain the Trust's general ledger and prepare the Trust's
financial statements, including expense accruals and payments,
determine the net asset value of the Trust's assets and of the
Trust's shares, and supervise the Trust's transfer agent with
respect to the payment of dividends and other distributions to
shareholders;

(6) examine and review the operations and performance of the various
organizations providing services to the Trust or any Fund of the
Trust, including, without limitation, the Trust's investment
adviser, distributor, custodian, transfer agent, outside legal
counsel and independent public accountants, and at the request of
the Trustees, report to the Trustees on the performance of
organizations;

(7) assist with the layout and printing of publicly disseminated
prospectuses and assist with and coordinate layout and printing of
the Trust's semi-annual and annual reports to shareholders;

(8) provide administrative services as requested by the Trust from
time to time;

(9) assist with the design, development, and operation of the Trust,
including new portfolio and class investment objectives, policies
and structure;

2
<PAGE>

(10) provide (directly or through a sub-administrator) individuals
acceptable to the Trustees for nomination, appointment, or
election as officers of the Trust, who will be responsible for
the management of certain of the Trust's affairs as determined by
the Trustees;

(11) advise the Trust and its Trustees on matters concerning the Trust
and its affairs;

(12) obtain (directly or through a sub-administrator) and keep in
effect fidelity bonds and directors and officers/errors and
omissions insurance policies for the Trust in accordance with the
requirements of Rules 17g-1 and 17d-1(7) under the 1940 Act as
such bonds and policies are approved by the Trust's Board of
Trustees;

(13) monitor and advise the Trust and its Portfolios on their
registered investment company status under the Internal Revenue
Code of 1986, as amended;

(14) perform all administrative services and functions of the Trust
and each Portfolio to the extent administrative services and
functions are not provided to the Trust or such Portfolio
pursuant to the Trust's or such Portfolio's investment advisory
agreement, distribution agreement, custodian agreement and
transfer agent agreement;

(15) furnish advice and recommendations with respect to other aspects
of the business and affairs of the Portfolios as the Trust and
the Administrator shall determine desirable; and

(16) prepare the semi-annual report for the Trust on Form N-SAR;

(17) monitor each Fund's compliance with the 1940 Act and the
applicable investment policies set forth in the Trust's
prospectuses and SAI; and

(18) assist in the training and oversight of third parties used to
perform any of the services described herein.

The Administrator will perform other services for the Trust as agreed
from time to time, including, but not limited to: performing internal audit
examinations; mailing the annual reports of the Funds; preparing an annual list
of shareholders; and mailing notices of shareholders' meetings, proxies and
proxy statements, for all of which the Trust will pay the Administrator's
out-of-pocket expenses.

In the performance of its duties hereunder, the Administrator will
comply with the provisions of the Declaration of Trust and the Bylaws of the
Trust, will safeguard and promote the welfare of the Trust, and will comply with
the policies that the Trustees may from time to

3
<PAGE>

time reasonably determine; provided that such policies are not in conflict with
this Agreement, the Trust's governing documents, or any applicable statutes or
regulations.

ARTICLE 3. Allocation of Charges and Expenses

1. The Administrator. The Administrator shall furnish at its own
-----------------
expense the executive, supervisory and clerical personnel necessary to perform
its obligations under this Agreement. The Administrator shall also provide the
items which it is obligated to provide under this Agreement, and shall pay all
compensation, if any, of officers of the Trust as well as all Trustees of the
Trust who are affiliated persons of the Administrator or any affiliated
corporation of the Administrator; provided, however, that unless otherwise
specifically provided, the Administrator shall not be obligated to pay the
compensation of any employee of the Trust retained by the Trustees of the Trust
to perform services on behalf of the Trust.

2. The Trust. The Trust assumes and shall pay or cause to be paid all
---------
other expenses of the Trust not otherwise allocated herein, including, without
limitation, organizational costs, taxes, expenses for legal and auditing
services, the expenses of preparing (including typesetting), printing and
mailing reports, prospectuses, statements of additional information, proxy
solicitation material and notices to existing shareholders, all expenses
incurred in connection with issuing and redeeming shares, the costs of custodial
services, the cost of initial and ongoing registration of the shares under
federal and state securities laws, fees and out-of-pocket expenses of Trustees
who are not affiliated persons of the Administrator or the investment adviser to
the Trust or any affiliated corporation of the Administrator or the investment
adviser, the costs of Trustees' meetings, insurance, interest, brokerage costs,
litigation and other extraordinary or nonrecurring expenses, and all fees and
charges of investment advisers to the Trust.

ARTICLE 4. Compensation of the Administrator

1. Administration Fee. For the services to be rendered, the facilities
------------------
furnished and the expenses assumed by the Administrator pursuant to this
Agreement, the Trust shall pay to the Administrator compensation at an annual
rate specified in Schedule A to this Agreement. Such compensation shall be
calculated and accrued daily, and paid to the Administrator monthly.

If this Agreement becomes effective subsequent to the first day of a
month or terminates before the last day of a month, the Administrator's
compensation for that part of the month in which this Agreement is in effect
shall be prorated in a manner consistent with the calculation of the fees as set
forth above. Payment of the Administrator's compensation for the preceding month
shall be made promptly.

2. Compensation from Transactions. The Trust hereby authorizes any
------------------------------
entity or person associated with the Administrator which is a member of a
national securities exchange to effect any transaction on the exchange for the
account of the Trust which is permitted by Section 11 (a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)

4
<PAGE>

thereunder, and the Trust hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

3. Survival of Compensation Rates. All rights of compensation under
------------------------------
this Agreement for services performed as of the termination date shall survive
the termination of this Agreement.

ARTICLE 5. Standard of Care; Limitation of Liability of the
Administrator; Indemnification. The duties of the Administrator shall be
confined to those expressly set forth herein, and no implied duties are assumed
by or may be asserted against the Administrator hereunder. The Administrator
shall not be liable for any error of judgment or mistake of law or for any loss
arising out of any investment or for any act or omission in carrying out its
duties hereunder, except a loss resulting from willful misfeasance, bad faith or
negligence in the performance of its duties, or by reason of reckless disregard
of its obligations and duties hereunder, except as may otherwise be provided
under provisions of applicable law which cannot be waived or modified hereby.
(As used in this Article 7, the term "Administrator" shall include directors,
officers, employees and other corporate agents of the Administrator as well as
that of the corporation itself.)

So long as the Administrator or its agents acts in good faith and with
due diligence and without negligence, the Trust assumes full responsibility and
shall indemnify the Administrator and hold it harmless from and against any and
all actions, suits and claims, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of said
administration, transfer agency, and dividend disbursing relationships to the
Trust or any other service rendered to the Trust hereunder. The indemnity and
defense provisions set forth herein shall indefinitely survive the termination
of this Agreement.

The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Administrator will use all reasonable care to identify and
notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but good faith failure to do so in good faith shall not affect the
rights hereunder.

5
<PAGE>

unreasonably withheld. In the event that the Trust elects to assume the defense
of any suit and retain counsel, the Administrator shall bear the fees and
expenses of any additional counsel retained by it. If the Trust does not elect
to assume the defense of a suit, it will reimburse the Administrator for the
reasonable fees and expenses of any counsel retained by the Administrator.

The Administrator may apply to the Trust at any time for instructions
and may consult counsel or the independent accountants for the Trust or its own
counsel and with accountants and other experts with respect to any matter
arising in connection with the Administrator's duties, and the Administrator
shall not be liable or accountable for any action taken or omitted by it in good
faith in accordance with such instruction or with the opinion of such counsel,
or accountants. or other experts.

Also, the Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.

ARTICLE 6. Activities of the Administrator. The services of the
Administrator rendered to the Trust are not to be deemed to be exclusive. The
Administrator is free to render such services to others and to have other
businesses and interests. It is understood that Trustees, officers, employees
and shareholders of the Trust are or may be or become interested in the
Administrator, as directors, officers, employees and shareholders or otherwise
and that directors, officers, employees and shareholders of the Administrator
and its counsel are or may be or become similarly interested in the Trust, and
that the Administrator may be or become interested in the Trust as a shareholder
or otherwise.

ARTICLE 7. Confidentiality. The Administrator agrees on behalf of
itself and its employees to treat confidentially all records and other
information relative to the Trust and its prior, present or potential
shareholders and relative to the Trust's investment adviser and its prior,
present or potential customers, except, after prior notification to and approval
in writing by the Trust, which approval shall not be unreasonably withheld and
may not be withheld where the Administrator may be exposed to civil or criminal
contempt proceedings for failure to comply, when requested to divulge such
information by duly constituted authorities, or when so requested by the Trust.

ARTICLE 8. Equipment Failures. In the event of equipment failures
beyond the Administrator's control, the Administrator shall, at no additional
expense to the Trust, take reasonable steps to minimize service interruptions
but shall have no liability with respect to such service interruptions if such
reasonable steps are taken. The Administrator shall develop and maintain a plan
for recovery from equipment failures which may include contractual arrangements
with appropriate parties making reasonable provision for emergency use of
electronic data processing equipment to the extent appropriate equipment is
available.

6
<PAGE>

ARTICLE 9. Compliance with Governmental Rules and Regulations. The
Administrator undertakes to comply with all applicable requirements of the
Securities Act of 1933, as amended, the 1934 Act, the 1940 Act and any laws,
rules and regulations of governmental authorities having jurisdiction with
respect to the duties to be performed by the Administrator hereunder.

ARTICLE 10. Compliance with Year 2000. The Administrator warrants that
all software code owned by or under the Administrator's control, used in the
performance of the Administrator's obligations under this contract, will be Year
2000 compliant. For purposes of this Article, "Year 2000 Compliant" means that
the software will continue to operate beyond December 31, 1999 without creating
any logical or mathematical inconsistencies concerning any date after December
31, 1999 and without decreasing the functionality of the system applicable to
dates prior to January 1, 2000 including, but not limited to, making changes to
(a) date and data century recognition; (b) calculations which accommodate same-
and multi-century formulas and date values; and (c) input/output of date values
which reflect century dates. All changes described in this Article will be made
at no additional cost to the Trust.

ARTICLE 11. Duration of this Agreement. The term of this Agreement
shall commence on _______________, 1999 December and shall remain in effect
through January 12, 2001 ("Initial Term"). This Agreement shall continue in
effect for successive periods of one years after the Initial Term, unless
terminated by either party, with or without cause, on not less than 60 days'
prior written notice to the other party. In the event of a material breach of
this Agreement by either party, the non-breaching party shall notify the
breaching party in writing of such breach and upon receipt of such notice, the
breaching party shall have 45 days to remedy the breach or the non-breaching
party may immediately terminate this Agreement.

In addition, the Trust may terminate this Agreement immediately upon:

(1) the issuance of a final judgment by a court of competent
jurisdiction or of a final order by the Securities and Exchange
Commission, which judgment or order holds that the Administrator
has committed a felony or a misdemeanor involving the purchase or
sale of any security, or arising out of its conduct as an
administrator, a distributor, or an affiliate of an investment
company;

(2) the dissolution or liquidation of the Administrator or other
cessation of its business other than a reorganization or
recapitalization of the Administrator as an ongoing business; or

(3) (a) the authorization of commencement of a voluntary case
regarding the Administrator under Title 11 of the United States
Code, as from time to time amended, or any other applicable law
of any jurisdiction relating to the liquidation or reorganization
of debtors or to the modification or alteration of the rights of
creditors; (b) consent to or acquiescence in any involuntary case
under such

7
<PAGE>

Title 11 or other such law; or (c) the commencement of any
involuntary case under such Title 11 or other such law, which
case is not dismissed within 30 days after the filing thereof.

This Agreement shall not be assignable by either party without the
written consent of the other party. As used in this paragraph, the term
"assignment" shall be construed by reference to the term as defined and
interpreted under the 1940 Act.

The Administrator shall be entitled to collect from the Trust, in
addition to any other compensation owing to the Administrator, the amount of all
the Administrator's cash disbursements for services in connection with the
Administrator's activities in effecting termination as discussed in the Schedule
to this Agreement, including without limitation, the delivery to the Trust
and/or its designees of the Trust's property, records, instruments and
documents, or any copies thereof. Subsequent to such termination for a
reasonable fee to be paid by the Trust, the Administrator will provide the Trust
with reasonable access to any Trust documents or records remaining in its
possession.

ARTICLE 12. Amendments. This Agreement or any part hereof may be
changed or waived only by an instrument in writing signed by the party against
which enforcement of such change or waiver is sought.

ARTICLE 13. Certain Records. The Administrator shall maintain
customary records in connection with its duties as specified in this Agreement.
Any records required to be maintained and preserved pursuant to Rules 31a-1 and
31a-2 under the 1940 Act which are prepared or maintained by the Administrator
on behalf of the Trust shall be prepared and maintained at the expense of the
Administrator, but shall be the property of the Trust and will be made available
to or surrendered promptly to the Trust on request.

In case of any request or demand for the inspection of such records by
another party, the Administrator shall notify the Trust and follow the Trust's
instructions as to permitting or refusing such inspection.; provided that the
Administrator may exhibit such records to any person in any case where it is
advised by its counsel that it may be held liable for failure to do so, unless
(in cases involving potential exposure only to civil liability) the Trust has
agreed to indemnify the Administrator against such liability.

ARTICLE 14. Definitions of Certain Terms. The terms "interested
person" and "affiliated person," when used in this Agreement, shall have the
respective meanings specified in the 1940 Act and the rules and regulations
thereunder, subject to such exemptions as may be granted by the Securities and
Exchange Commission.

ARTICLE 15. Notice. Any notice required or permitted to be given by
either party to the other shall be deemed sufficient if sent by registered or
certified mail, postage prepaid, addressed by the party giving notice to the
other party at the last address furnished by

8
<PAGE>

the other party to the party giving notice: if to the Trust, at c/o Richard
Stenberg, Senior Vice President, The Huntington National Bank, 41 S. High
Street, 11th Floor, Columbus, Ohio 43287, Kevin P. Robins, General Counsel, SEI
Financial Management Corporation, 680 East Swedesford Road, Wayne, PA 19087; and
if to the Administrator at c/o Richard Stenberg, Senior Vice President, The
Huntington National Bank, 41 S. High Street, 11th Floor, Columbus, Ohio 43287.

ARTICLE 16. Governing Law. This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts and the applicable
provisions of the 1940 Act. To the extent that the applicable laws of the
Commonwealth of Massachusetts, or any of the provisions herein, conflict with
the applicable provisions of the 1940 Act, the latter shall control.

ARTICLE 17. Multiple Originals. This Agreement may be executed in two
or more counterparts, each of which when so executed shall be deemed to be an
original, but such counterparts shall together constitute but one and the same
instrument.

ARTICLE 18. Limitation of Liability. The Administrator is hereby
expressly put on notice of the limitation of liability as set forth in Article
IV of the Trust's Declaration of Trust and agrees that the obligations pursuant
to this Agreement of a particular Portfolio and of the Trust with respect to
that Portfolio shall be limited solely to the assets of that Portfolio, and the
Administrator shall not seek satisfaction of any such obligation from any other
Portfolio, the shareholders of any Portfolio, the Trustees, officers, employees
or agents of the Trust, or any of them.

9
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement as of the day and year first above written.

HUNTINGTON VA FUNDS

By:______________________________

Name:_________________________

Title:___________________________

THE HUNTINGTON NATIONAL BANK

By:______________________________

Name:_________________________

Title:___________________________

10
<PAGE>

SCHEDULE A
the Administration Agreement
dated as of ____________, 1999
between
HUNTINGTON VA FUNDS
and
THE HUNTINGTON NATIONAL BANK

Name of Funds
- -------------

Huntington VA Growth Fund
Huntington VA Income Equity Fund

Compensation
- ------------

The Trust shall pay to the Administrator compensation at an annual rate of 0.11%
of each Fund's average daily net assets. All fees are computed daily and paid
monthly.

<PAGE>

Exhibit (h)(3)
SUB-ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this ____ day of ___________ 1999, between The
Huntington National Bank, a national banking association, ("Huntington") and SEI
Investments Mutual Funds Services, a Delaware corporation, (the "Sub-
Administrator").

WHEREAS, Huntington has entered into an Administration Agreement, dated as
of ____________, 1999 (the "Administration Agreement") with Huntington Variable
Annuity Funds (the "Trust"), a Massachusetts business trust, concerning the
provision of management and administrative services for the investment
portfolios of the Trust identified on Schedule A hereto, as such Schedule shall
be amended from time to time (individually referred to herein as the "Fund" and
collectively as the "Funds"); and

WHEREAS, Huntington desires to retain the Sub-Administrator to assist it in
performing administrative services with respect to each Fund and the Sub-
Administrator is willing to perform such services on the terms and conditions
set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. Services as Sub-Administrator:
------------------------------

a. review, and where necessary, file with the National Association of
Securities Dealers marketing materials relating to the Trust;

b. register the Trust with each state pursuant to Blue Sky regulations;
monitor shareholders' transactions by state to maintain current
registration limits;

c. provide consultation services with respect to the Trust's fund
accounting issues;

d. assist Huntington in the preparation of the Trust's budget and
accruals, analysis and payment of the expenses and accruals;

e. maintain feeds to third party reporting agencies;

f. prepare and file the Trust's tax returns;

g. provide consultation services with respect to dividend calculation
process, including amount paid by Fund and tax ramifications;

h. perform internal audit examinations not less frequently that once
annually at the request of the Trustees;

i. provide consultation services and review with respect to the Trust's
financial statement process, including reporting requirements and
procedures;
<PAGE>

j. complete monthly and quarterly total return performance reporting;

k. prepare and file with the Securities and Exchange Commission (the
"SEC") all required notices pursuant to Rule 24f-2, or its successor
provision, under the Investment Company Act of 1940, as amended (the
"1940 Act"); Edgarize and file with the SEC the semi-annual report for
the Trust on Form N-SAR;

l. perform secondary compliance functions with guidelines set forth for
the Trust pursuant to the Trust's prospectus, the 1940 Act and
provisions relating to maintaining registered investment company
status under the Internal Revenue Code of 1986, as amended;

m. provide, when requested by the Trust, individuals acceptable to the
Trustees for nomination, appointment, or election as officers of the
Trust, who will be responsible for the management of certain of the
Trust's affairs as determined by the Trustees; and

n. obtain and keep in effect fidelity bond and directors and
officers/errors and omissions insurance policies for the Trust in
accordance with the requirements of Rules 17g-1 and 17d-1(7) under the
1940 Act as such bonds and policies are approved by the Trust's Board
of Trustees.

Huntington will keep and maintain all books and records relating to its
services in accordance with Rule 31a-1 under the 1940 Act.

In the performance of its duties hereunder, the Sub-Administrator will
comply with the provisions of the Declaration of Trust and By-Laws of the Trust,
will safeguard and promote the welfare of the Trust and will comply with the
policies that the Trustees may from time to time reasonably determine; provided
that such policies are not in conflict with this Agreement, the Trust's
governing documents, or any applicable statutes or regulations.

2. Compensation; Reimbursement of Expenses. Huntington shall pay the Sub-
---------------------------------------
Administrator for the services to be provided by the Sub-Administrator under
this Agreement in accordance with and in the manner set forth in Schedule B
hereto. In addition, Huntington agrees to reimburse the Sub-Administrator for
the Sub-Administrator's reasonable out-of-pocket expenses in providing services
hereunder.

3. Effective Date. This Agreement shall become effective with respect to
--------------
a Fund as of the date first written above (or, if a particular Fund is not in
existence on that date, on the date specified in the amendment to Schedule A to
this Agreement relating to such Fund or, if no date is specified, the date on
which such amendment is executed) (the "Effective Date").

2
<PAGE>

4. Term. This Agreement shall continue in effect with respect to a Fund,
----
unless earlier terminated by either party hereto as provided hereunder, until
January 12, 2001; and thereafter shall be renewed automatically for successive
one-year terms unless written notice not to renew is given by the non-renewing
party to the other party at least 60 days prior to the expiration of the then-
current term; provided, however, that after such termination for so long as the
Sub-Administrator in fact continues to perform any one or more of the services
contemplated by this Agreement or any schedule or exhibit hereto, the provisions
of this Agreement, including without limitation the provisions dealing with
indemnification, shall continue in full force and effect. Notwithstanding
anything to the contrary herein, this Agreement shall terminate automatically
upon termination of the Administration Agreement. Either party to this Agreement
may terminate such Agreement prior to the expiration of the initial term set
forth above by providing the other party with written notice of such termination
at least 60 days prior the date upon which such termination shall become
effective. Compensation due the Sub-Administrator and unpaid by Huntington upon
such termination shall be immediately due and payable upon and notwithstanding
such termination. The Sub-Administrator shall be entitled to collect from
Huntington, in addition to the compensation described under paragraph 2 hereof,
the amount of all the Sub-Administrator's cash disbursements for services in
connection with the Sub-Administrator's activities in effecting such
termination, including without limitation, the delivery to Huntington, the
Trust, and/or their respective designees of the Trust's property, records,
instruments and documents, or any copies thereof. Subsequent to such
termination, the Sub-Administrator will provide Huntington and/or the Trust with
reasonable access to any Trust documents or records remaining in its possession,
and Huntington shall pay the Sub-Administrator the actual cost incurred in
providing such information.

5. Standard of Care of the Sub-Administrator; Indemnification. The duties
----------------------------------------------------------
of the Sub-Administrator shall be confined to those expressly set forth herein,
and no implied duties are assumed by or may be asserted against the Sub-
Administrator hereunder. The Sub-Administrator shall not be liable for any error
of judgment or mistake of law or for any loss arising out of any investment or
for any act or omission in carrying out its duties hereunder, except a loss
resulting from willful misfeasance, bad faith or negligence in the performance
of its duties, or by reason of reckless disregard of its obligations and duties
hereunder, except as may otherwise be provided under provisions of applicable
law which cannot be waived or modified hereby. (As used in this Article 5, the
term "Sub-Administrator" shall include directors, officers, employees and other
agents of the Sub-Administrator as well as that of the corporation itself.)

So long as the Sub-Administrator or its agents act in good faith and with
due diligence and without negligence, the Trust assumes full responsibility and
shall indemnify the Sub-Administrator and hold it harmless from and against any
and all actions, suits and claims, whether groundless or otherwise, and from and
against any and all losses, damages, costs, charges, reasonable counsel fees and
disbursements, payments, expenses and liabilities (including reasonable
investigation expenses) arising directly or indirectly out of said sub-
administration relationship to the Trust or any other service rendered to the
Trust hereunder.

3
<PAGE>

The indemnity and defense provisions set forth herein shall indefinitely survive
the termination of this Agreement.

The rights hereunder shall include the right to reasonable advances of
defense expenses in the event of any pending or threatened litigation with
respect to which indemnification hereunder may ultimately be merited. In order
that the indemnification provision contained herein shall apply, however, it is
understood that if in any case the Trust may be asked to indemnify or hold the
Sub-Administrator harmless, the Trust shall be fully and promptly advised of all
pertinent facts concerning the situation in question, and it is further
understood that the Sub-Administrator will use all reasonable care to identify
and notify the Trust promptly concerning any situation which presents or appears
likely to present the probability of such a claim for indemnification against
the Trust, but good faith failure to do shall not affect the rights hereunder.

The Trust shall be entitled to participate at its own expense or, if it so
elects, to assume the defense of any suit brought to enforce any claims subject
to this indemnity provision. If the Trust elects to assume the defense of any
such claim, the defense shall be conducted by counsel chosen by the Trust and
satisfactory to the Sub-Administrator, whose approval shall not be unreasonably
withheld. In the event that the Trust elects to assume the defense of any suit
and retain counsel, the Sub-Administrator shall bear the fees and expenses of
any additional counsel retained by it. If the Trust does not elect to assume the
defense of a suit, it will reimburse the Sub-Administrator for the reasonable
fees and expenses of any counsel retained by the Sub-Administrator.

The Sub-Administrator may apply to the Trust at any time for instructions
or may consult counsel or independent accountants with respect to any matter
arising in connection with the Sub-Administrator's duties, and the Sub-
Administrator shall not be liable or accountable for any action taken or omitted
by it in good faith in accordance with such instruction or with the opinion of
such counsel or accountants.

Also, the Sub-Administrator shall be protected in acting upon any document
which it reasonably believes to be genuine and to have been signed or presented
by the proper person or persons. Nor shall the Sub-Administrator be held to have
notice of any change of authority of any officers, employee or agent of the
Trust until receipt of written notice thereof from the Trust.

6. Record Retention and Confidentiality. Huntington shall keep and
------------------------------------
maintain on behalf of the Trust all books and records which the Trust and
Huntington are, or may be, required to keep and maintain in connection with the
services to be provided hereunder pursuant to any applicable statutes, rules and
regulations, including without limitation Rules 31a-1 and 31a-2 under the 1940
Act. Huntington further agrees that all such books and records shall be the
property of the Trust and to make such books and records available for
inspection by the Trust, the Sub-Administrator or by the Securities and Exchange
Commission at reasonable times and otherwise to keep confidential all books and
records and other information relative to the Trust

4
<PAGE>

and its shareholders; except when requested to divulge such information by duly-
constituted authorities or court process.

7. Uncontrollable Events. The Sub-Administrator assumes no
---------------------
responsibility hereunder, and shall not be liable, for any damage, loss of data,
delay or any other loss whatsoever caused by events beyond its reasonable
control.

8. Rights of Ownership. All computer programs and procedures developed to
-------------------
perform the services to be provided by the Sub-Administrator under this
Agreement are the property of the Sub-Administrator. All records and other data
except such computer programs and procedures are the exclusive property of the
Trust and all such other records and data will be furnished to Huntington and/or
the Trust in appropriate form as soon as practicable after termination of this
Agreement for any reason.

9. Return of Records. The Sub-Administrator at its option at any time,
-----------------
and shall promptly upon the demand of Huntington and/or the Trust, turn over to
Huntington and/or the Trust and cease to retain the Sub-Administrator's files,
records and documents created and maintained by the Sub-Administrator pursuant
to this Agreement which are no longer needed by the Sub-Administrator in the
performance of its services or for its legal protection. If no so turned over to
Huntington and/or the Trust, such documents and records will be retained by the
Sub-Administrator for six years from the year of creation. At the end of such
six-year period, such records and documents will be turned over to Huntington
and/or the Trust unless the Trust authorizes in writing the destruction of such
records and documents.

10. Representations of Huntington. Huntington certifies to the Sub-
-----------------------------
Administrator that this Agreement has been duly authorized by Huntington and,
when executed and delivered by Huntington, will constitute a legal, valid and
binding obligation of Huntington, enforceable against Huntington in accordance
with its terms, subject to bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting the rights and remedies of
creditors and secured parties.

11. Representations of the Sub-Administrator. The Sub-Administrator
----------------------------------------
represents and warrants that: (1) the various procedures and systems which the
Sub-Administrator has implemented with regard to safeguarding from loss or
damage attributable to fire, theft, or any other cause of the records and other
data of the Trust and the Sub-Administrator's records, data, equipment
facilities and other property used in the performance of its obligations
hereunder are adequate and that it will make such changes therein from time to
time as are required for the secure performance of its obligations hereunder,
and (2) this Agreement has been duly authorized by the Sub-Administrator and,
when executed and delivered by the Sub-Administrator, will constitute a legal,
valid and binding obligation of the Sub-Administrator, enforceable against the
Sub-Administrator in accordance with its terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.

5
<PAGE>

The Sub-Administrator warrants that all software code owned by or under the
Sub-Administrator's control, used in the performance of the Sub-Administrator's
obligations under this contract, will be Year 2000 compliant. For purposes of
this paragraph, "Year 2000 Compliant" means that the software will continue to
operate beyond December 31, 1999 without creating any logical or mathematical
inconsistencies concerning any date after December 31, 1999 and without
decreasing the functionality of the system applicable to dates prior to January
1, 2000 including, but not limited to, making changes to (a) date and data
century recognition; (b) calculations which accommodate same- and multi- century
formulas and date values; and (c) input/output of date values which reflect
century dates. All changes described in this paragraph will be made at no
additional cost to the Trust.

12. Insurance. The Sub-Administrator shall notify Huntington should any
---------
of its insurance coverage be canceled or reduced. Such notification shall
include the date of change and the reasons therefor. The Sub-Administrator shall
notify Huntington of any material claims against it with respect to services
performed under this Agreement, whether or not they may be covered by insurance,
and shall notify Huntington from time to time as may be appropriate of the total
outstanding claims made by the Sub-Administrator under its insurance coverage.

13. Notices. Any notice provided hereunder shall be sufficiently given
-------
when sent by registered or certified mail to Huntington at the following
address: 41 S. High Street, 11th Floor, Columbus, Ohio 43287, and to the Sub-
Administrator at the following address: One Freedom Valley Road, Oaks, PA 19456,
Attn: Legal Department or at such other address as either party may from time to
time specify in writing to the other party pursuant to this Section.

14. Headings. Paragraph headings in this Agreement are included for
--------
convenience only and are not to be used to construe or interpret this Agreement.

15. Assignment. This Agreement and the rights and duties hereunder shall
----------
not be assignable with respect to a Fund by either of the parties hereto except
by the specific written consent of the other party and with the specific written
consent of the Trust.

16. Governing Law. This Agreement shall be governed by and provisions
-------------
shall be construed in accordance with the laws of the commonwealth of
Massachusetts.

6
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

THE HUNTINGTON NATIONAL BANK

By: _______________________________
Title: ____________________________
Date: _____________________________

SEI INVESTMENTS MUTUAL FUNDS SERVICES

By: _______________________________
Title: ____________________________
Date: _____________________________

7
<PAGE>

SCHEDULE A
TO THE SUB-ADMINISTRATION AGREEMENT
DATED AS OF ___________, 1999 BETWEEN
THE HUNTINGTON NATIONAL BANK
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES

NAME OF FUND
- ------------

Huntington VA Growth Fund
Huntington VA Income Fund

THE HUNTINGTON NATIONAL BANK

By: ________________________________
Title: _____________________________

SEI INVESTMENTS MUTUAL FUNDS SERVICES

By: ________________________________
Title: _____________________________

8
<PAGE>

SCHEDULE B
TO THE SUB-ADMINISTRATION AGREEMENT
BETWEEN
THE HUNTINGTON NATIONAL BANK
AND
SEI INVESTMENTS MUTUAL FUNDS SERVICES

NAME OF FUND
- ------------

Huntington VA Growth Fund
Huntington VA Income Fund

COMPENSATION*
- -------------

Annual Rate of four and one-half one-hundredths of one percent (.0450%) of each
Fund's average daily net assets.

THE HUNTINGTON NATIONAL BANK

By: ________________________________
Title: _____________________________

SEI INVESTMENTS MUTUAL FUNDS SERVICES

By: ________________________________
Title: _____________________________

* All fees are computed daily and paid periodically.

<PAGE>

Exhibit (h)(4)
ADMINISTRATIVE SERVICES AGREEMENT

THIS AGREEMENT is made as of the _______ day of ________________, 1999 by
and between Huntington VA Funds, a Massachusetts business trust (the "Trust")
and Hartford Life Insurance Company ("Hartford").

WHEREAS, Hartford and the Trust intend to enter into a Fund Participation
Agreement ("Participation Agreement") in order for certain separate accounts of
Hartford ("Separate Accounts") to purchase shares ("Shares") of funds of the
Trust ("Funds"). The Funds will serve as investment vehicles available under
variable annuity contracts ("Variable Contracts") offered by Hartford.

WHEREAS, the Trust recognizes that Hartford will perform certain
administrative services valuable to the Funds in the course of soliciting
applications for the Variable Contracts and in servicing owners of the Variable
Contracts.

NOW, THEREFORE, the parties agree as follows:

1. Administrative Services. Hartford agrees to provide administrative
services ("Services") with respect to the Funds, including but not limited to:

a) Teleservicing support in connection with the Funds;

b) Facilitation of delivery of current prospectuses, reports,
notices, proxies and proxy statements and other informational materials;

c) Facilitation of the tabulation of Variable Contract owners' votes
in the event of a meeting of Fund shareholders; providing information
relating to the Variable Contracts and Share balances under such Variable
Contracts to the Trust as may be reasonably requested;

d) Provision of communication support services including providing
information about the Funds and answering questions concerning the Funds,
including questions respecting Variable Contract owners' interests in one
or more Funds;

e) Administration of fund transfers, dollar cost averaging, asset
allocation, portfolio rebalancing, earnings sweep, and pre-authorized
deposits and withdrawals involving the Funds; and

f) Provision of other services as may be agreed upon from time to
time.

2. Annual Fee. The Trust agrees to pay Hartford a service fee at an
annual rate equal to twenty five (25) basis points (0.25%) of the average daily
net assets of the Shares of the
<PAGE>

Funds held in Separate Accounts. For purposes of computing the payment to
Hartford under this paragraph, Hartford shall compute the average daily net
assets of Shares held in Separate Accounts over a monthly period by totaling
such Separate Accounts' aggregate investment (Shares net asset value multiplied
by total number of Shares held by such Separate Accounts) on each business day
during the calendar month, and dividing by the total number of business days
during such month. The payment to Hartford under this paragraph shall be
calculated by Hartford and communicated to the Trust at the end of each calendar
month and will be paid to Hartford within 30 days thereafter.

3. Termination. This Agreement may be terminated by written notice only
upon termination or assignment of the Fund Participation Agreement between
Hartford and the Trust. Notwithstanding the termination of this Agreement,
Huntington will continue to pay the service fees in accordance with Section 2 so
long as net assets of Hartford or a Separate Account remain in a Fund and
Hartford continues to provide Services, provided such continued payment is
permitted in accordance with applicable law and regulation.

4. Amendment. This Agreement may be amended only upon mutual agreement of
Hartford and the Trust in writing.

5. Miscellaneous. Nothing in this Agreement shall amend, modify or
supersede any contractual terms, obligations or covenants between Hartford and
the Trust previously or currently in effect, including those contractual terms,
obligations or covenants contained in the Fund Participation Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

HARTFORD LIFE INSURANCE COMPANY

By:
---------------------------------
Bruce W. Ferris
Title: Assistant Vice President
Investment Product Sales

HUNTINGTON VA FUNDS

By:
---------------------------------
Mark Nagle
Title: President

<PAGE>

Exhibit (i)
Ropes & Gray
One Franklin Square
1301 K Street, N.W., Suite 800 East
Washington, D.C. 20005
(202) 626-3900

WRITER'S DIRECT DIAL NUMBER: (202) 626-3907

July 20, 1999

Huntington VA Funds
41 South High Street
Columbus, Ohio 43287

Ladies and Gentlemen:

You have informed us that you propose to register under the Securities Act
of 1933, as amended (the "1933 Act") and offer and sell from time to time shares
of beneficial interest of the Huntington VA Funds ("Shares"), at not less than
"net asset value" as defined in your Declaration of Trust.

We have examined your Declaration of Trust on file in the office of the
Secretary of The Commonwealth of Massachusetts and the Clerk of the City of
Boston and are familiar with the action taken by your Trustee to authorize the
issue and sale of certain Shares to Hartford Life Insurance Company
("Hartford"). We have also examined a copy of your Bylaws and such other
documents, receipts and records as we have deemed necessary for the purpose of
this opinion.

Based upon the foregoing, we are of the opinion that:

1. The beneficial interest in the Huntington VA Funds is divided into an
unlimited number of shares of beneficial interest, with no par value per share.

2. The issue and sale of the authorized but unissued Shares of the
Huntington VA Income Equity Fund and the Huntington VA Growth Fund have been
duly authorized under Massachusetts law. Under the original issue and sale of
your authorized but unissued Shares and upon receipt of the authorized
consideration therefor in an amount not less than the net asset value of the
Shares established and in force at the time of their sale, the Shares issued
will be validly issued, fully paid and nonassessable.
<PAGE>

Ropes & Gray

3. The Shares when issued and sold to Hartford will be validly issued,
fully paid, and nonassessable.

The Huntington VA Funds is an entity of the type commonly known as a
"Massachusetts business trust." Under Massachusetts law, shareholders could,
under certain circumstances, be held personally liable for the obligations of
the Trust. However, the Declaration of Trust provides for indemnification out of
the property of a particular series of Shares for all loss and expenses of any
shareholder of that series held personally liable solely by reason of his being
or having been a shareholder. Thus, the risk of shareholder liability is limited
to circumstances in which that series of Shares itself would be unable to meet
its obligations.

We understand that this opinion is to be used in connection with
registering an indefinite number of Shares of beneficial interest of the
Huntington VA Funds for offering and sale pursuant to the 1933 Act. We consent
to the filing of this opinion with and as part of your Registration Statement on
Form N-1A relating to such offer and sale.

Very truly yours,

/s/ Ropes & Gray

Ropes & Gray

<PAGE>

Exhibit (j)

Independent Auditors= Consent

We consent to the reference to our firm under the heading "Independant
Auditors" in the Statement of Additional Information for the Huntington VA
Funds included herein.

/s/ KPMG LLP

Columbus, Ohio
July 21, 1999

<PAGE>

Exhibit (l)
PURCHASE AGREEMENT

Huntington VA Funds, a Massachusetts business trust (the "Trust"), and
Hartford Life Insurance Company ("Hartford"), a ___________________, hereby
agree as follows:

1. The Trust hereby offers and Hartford hereby purchases 100,000 units
of beneficial interest of the Trust representing interests in the series of
shares known as the Huntington VA Income Equity Fund (such 100,000 units of
beneficial interest being hereafter collectively known as "Shares") at a price
of $10.00 per Share. Hartford hereby acknowledges purchase of the Shares and the
Trust hereby acknowledges receipt from Hartford of funds in the amount of
$1,000,000 for the series of the Trust in full payment for the Shares. It is
further agreed that no certificate for the Shares will be issued by the Trust.

2. Hartford represents and warrants to the Trust that the Shares are
being acquired for investment purposes and not with a view to the distribution
thereof.

3. The names "Huntington VA Funds" and "Trustees of Huntington VA Funds"
refer respectively to the Trust created and the Trustees as Trustees but not
individually or personally, acting from time to time under an Agreement and
Declaration of Trust dated as of June 30, 1999, to which reference is hereby
made and a copy of which is on file at the Office of the Secretary of State of
the Commonwealth of Massachusetts and elsewhere as required by law, and to any
and all amendments thereto so filed or hereafter filed. The obligations of
"Huntington VA Funds" entered into in the name or on behalf thereof by any of
the Trustees, representatives or agents are not made individually, but only in
such capacities, and are not binding upon any of the Trustees, Shareholders or
representatives of the Trust personally, but bind only the assets of the Trust,
and all persons dealing with any series of Shares of the Trust must look solely
to the assets of the Trust belonging to such series for the enforcement of any
claims against the Trust.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of
the _____ day of _____________, 1999.

HUNTINGTON VA FUNDS

By:
------------------------------------

Title:
---------------------------------

HARTFORD LIFE INSURANCE COMPANY

By:
------------------------------------

Title:
---------------------------------

<PAGE>

Exhibit (z)(1)
HUNTINGTON VA FUNDS

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned trustee of
Huntington VA Funds (the "Trust"), a business trust organized under the laws of
the Commonwealth of Massachusetts, hereby constitutes and appoints the President
and the Secretary of the Trust, and each of them singly, his true and lawful
attorneys-in-fact and agents with full power of substitution and resubstitution,
to sign for him and in his name, place and stead, and in the capacity indicated
below, to sign the Trust's Registration Statement on Form N-1A and any or all
amendments (including post-effective amendments) to the Registration Statement
under the provisions of the Investment Company Act of 1940 and the Securities
Act of 1933, each such Act as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, acting alone, full power and authority to do and perform each and every
act and thing requisite or necessary to be done in and about the premises, as
fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of
them, or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

Date: June 21, 1999
------------------------------------

/s/ David S. Schoedinger
- -----------------------------
David S. Schoedinger

<PAGE>

Exhibit (z)(2)
HUNTINGTON VA FUNDS

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

Date: July 1, 1999
------------------------------------
/s/ John M. Shary
- -------------------------------
John M. Shary

<PAGE>

Exhibit (z)(3)
HUNTINGTON VA FUNDS

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the
date set forth below.

Date: June 17, 1999
/s/ William R. Wise ------------------------------
- ---------------------------
William R. Wise