HUNTINGTON VA FUNDS, 485BPOS, 2000-04-28

HUNTINGTON VA FUNDS
485BPOS, 2000-04-28

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<PAGE> 1
As filed with the Securities and Exchange Commission on April 28, 2000
Registration Nos. 333-83397, 811-09481

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 1 [ X ]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 2 [ X ]

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, 11th Floor
Columbus, Ohio 43287
(Name and Address of Agent for Service)

Copies to:

<TABLE>
<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
</TABLE>

Approximate Date of Proposed Public Offering: Continuous.

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 , pursuant to Rule 485(a)(2).

/ / Immediately upon filing pursuant to Rule 485(b), or

/X/ On April 30, 2000, 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.

Title of Securities Being Registered: Shares of Beneficial Interest.
<PAGE> 2
PROSPECTUS

APRIL 30, 2000

HUNTINGTON VA GROWTH FUND

[logo] HUNTINGTON VA FUNDS(TM)

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> 3
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> 4
TABLE OF CONTENTS

<TABLE>
<S> <C>
FUND SUMMARY ................................ 1

Principal Investments ....................... 2

More Fund Information ....................... 2

RISK/RETURN INFORMATION ..................... 3

ORGANIZATION OF THE TRUST ................... 3

DISTRIBUTION OF THE FUND .................... 3

ABOUT PURCHASING SHARES ..................... 3

ABOUT REDEEMING SHARES ...................... 4

MANAGEMENT OF THE TRUST ..................... 4
Investment Adviser ..................... 4
Portfolio Managers ..................... 5
Prior Performance of a
Similarly-Managed Fund ............. 5

DIVIDENDS AND DISTRIBUTIONS ................. 6

TAX CONSEQUENCES ............................ 6
</TABLE>
<PAGE> 5
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;

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

- - year 2000 risk - 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.

As with all mutual funds, loss of money is a risk of investing. Your
investment in the Fund is not a bank deposit and it is not

1
<PAGE> 6
insured or guaranteed by the FDIC or any other government agency.

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.

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.

RISK/RETURN INFORMATION

As a Fund with less than one year of operation as of the date of this
Prospectus, there is no risk/return information available.

ORGANIZATION OF THE TRUST

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<PAGE> 7
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 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. It is Hartford Life's responsibility to transmit orders
promptly, however, investors should allow sufficient time for orderly processing
and transmission.

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 Bank 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

3
<PAGE> 8
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 redemption 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.

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 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
$28.7 billion in assets as of December 31, 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 $22.0 billion of assets, and has investment
discretion over approximately $8.8 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

4
<PAGE> 9

James Gibboney, Jr., a Vice President of Huntington, has been the portfolio
manager of the VA Growth Fund since its inception. He has been co-portfolio
manager of the Huntington Growth Fund since November of 1993, and assumed full
responsibility for its management in 1999. 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 A SIMILARLY-MANAGED FUND

The table below presents performance information for Trust Shares of the
Huntington Growth Fund, a portfolio of The Huntington Funds, a separate group of
mutual funds advised by Huntington. Messrs. Gibboney and Farrington, the
portfolio managers of the Huntington VA Growth Fund, also maintain joint primary
responsibility for the day-to-day portfolio management of the Huntington Growth
Fund. 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. The Huntington Growth Fund is the only account managed
by Huntington with such substantial similarity.

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
and will be subject to additional expenses of the separate account. Such higher
expenses will lower the performance of the Huntington VA 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
reflect all advisory and other expenses of Trust Shares of the Huntington Growth
Fund and 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 S&P 500
Growth Fund
<S> <C> <C>
1 Year 13.59% 21.04%

5 Years 22.71% 28.55%

10 Years 14.94% 18.20%

Since Inception
(7/3/89) 14.68% 17.81%
</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

5
<PAGE> 10
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.

<PAGE> 11
More information about the Funds is available free upon request, including the
following:

ANNUAL AND SEMI-ANNUAL REPORTS

The Semi-Annual Report includes unaudited information about the performance of
the Huntington VA Funds, portfolio holdings and other financial information. The
Annual Report includes similar audited information as well as a letter from the
portfolio managers discussing recent market conditions, economic trends and
investment strategies that significantly affected performance during the last
fiscal year.

STATEMENT OF ADDITIONAL INFORMATION

Provides more detailed information about the Fund and its policies. A current
Statement of Additional Information is on file with the Securities and Exchange
Commission and is incorporated by reference into (considered a legal part of)
this Prospectus.

THE HUNTINGTON NATIONAL BANK, a subsidiary of Huntington Bancshares,
Incorporated, is the Investment Adviser, Administrator and Custodian of
Huntington VA Funds.

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

For copies of Annual or Semi-Annual Reports, the Statement of Additional
Information, other information or for any other inquiries:

CALL (800) 253-0412

WRITE
Huntington VA Funds
41 South High Street
Columbus, OH 43287

LOG ON TO THE INTERNET

The SEC's website, http://www.sec.gov, contains text-only versions of the
Huntington VA Funds documents.

CONTACT THE SEC

Call (202) 942-8090 about visiting the SEC's Public Reference Room in Washington
D.C. to review and copy information about the Funds.

Alternatively, you may send your request to the SEC by e-mail at
[email protected] or by mail with a duplicating fee to the SEC's Public
Reference Section, 450 Fifth Street, NW, Washington, D.C. 20549-0102.

[LOGO] HUNTINGTON VA FUNDS(TM)

<PAGE> 12
- Not FDIC Insured - No Bank Guarantee - May Lose Value

SEC File No. 811-09481

<PAGE> 13
PROSPECTUS

APRIL 30, 2000

HUNTINGTON VA INCOME EQUITY FUND

[LOGO] HUNTINGTON VA FUNDS(TM)

As with all mutual funds, the Securities and Exchange Commission has not
approved or disapproved these securities, nor has it passed up on 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 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> 14
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.

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> 15
TABLE OF CONTENTS

<TABLE>
<S> <C>
FUND SUMMARY ............................................................ 1
Principal Investments ................................................... 2
More Fund Information ................................................... 2
RISK/RETURN INFORMATION ................................................. 2
FINANCIAL HIGHLIGHTS .................................................... 3
ORGANIZATION OF THE TRUST ............................................... 4
DISTRIBUTION OF THE FUND ................................................ 4
ABOUT PURCHASING SHARES ................................................. 4
ABOUT REDEEMING SHARES .................................................. 4
MANAGEMENT OF THE TRUST ................................................. 5
Investment Adviser .................................................... 5
Portfolio Manager ..................................................... 5
Prior Performance of
a Similarly-Managed Fund ............................................ 6
DIVIDENDS AND DISTRIBUTIONS ............................................. 6
TAX CONSEQUENCES ........................................................ 6
</TABLE>

<PAGE> 16
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.

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 INCOME EQUITY FUND

INVESTMENT OBJECTIVE -- The VA Income Equity Fund seeks to achieve high
current income and moderate appreciation of capital primarily through in
vestment 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 as sets 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:

- - equity risk - stock value scan 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;
and

- - 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;

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

- - year 2000 risk - a Fund could be adversely

1
<PAGE> 17

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.

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

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.

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 Income Equity Fund.

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

2
<PAGE> 18
RISK/RETURN INFORMATION

As a Fund with less than one year of operation as of the date of this
Prospectus, there is no risk/return information available.

3
<PAGE> 19

FINANCIAL HIGHLIGHTS
(For a share outstanding throughout each period)

The following financial highlights for the period ended December 31, 1999 were
audited by the Trust's independent auditors, KPMG LLP. KPMG LLP's report is
included in the Trust's 1999 Annual Report to Shareholders and is incorporated
by reference into (considered a legal part of) the Statement of Additional
Information.

<TABLE>
<CAPTION>
Huntington VA Income Equity Fund 1999
<S> <C>
Net Asset Value, beginning of period ...................... $10.00
Net investment income ..................................... 0.06
Net realized and unrealized gain/(loss) on investments .... (0.13
Total from investment operations .......................... (0.07)
Distributions to shareholders from net investment income .. (0.05)
Return of Capital ......................................... (0.04)
Total Distributions ....................................... (0.09)
Net Asset Value, end of period ............................ 9.84
Total Return .............................................. (0.72)%(a)
Expenses .................................................. 0.77 %(b)
Net Investment Income ..................................... 4.30 %(b)
Expense Waiver/Reimbursement(c) ........................... 10.12%
Net assets, end of period (000 omitted) ................... $2,221
Portfolio turnover rate ................................... 0%
</TABLE>

* Reflects operations for the period from October 20, 1999 (date of initial
public investment) to December 31, 1999.

(a) Not annualized.

(b) Computed on an annualized basis.

(c) This voluntary expense decrease, as a result of a waiver by and
reimbursement from the Adviser, is reflected in both the expense and net
investment income ratios.

4
<PAGE> 20
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 Income Equity Fund and Huntington VA Growth Fund. As of the date
of this Prospectus, the Trust is only selling shares of the 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 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). 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. It is Hartford Life's responsibility to
transmit orders promptly, however, investors should allow sufficient time for
orderly processing and transmission.

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

5
<PAGE> 21
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
the Federal Reserve Bank 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.

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 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
$28.7 billion in assets as of December 31, 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 $22.0 billion of assets, and has investment
discretion over approximately $8.8 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.

6
<PAGE> 22
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 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 A SIMILARLY-MANAGED FUND

The table below presents performance information for Trust Shares of the
Huntington Income Equity Fund, a portfolio of The Huntington Funds, a separate
group of mutual funds advised by Huntington. 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. 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. The Huntington Income
Equity Fund is the only account managed by Huntington with such substantial
similarity.

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 and will be subject to additional expenses of the
separate account. Such higher expenses will lower the performance of the
Huntington VA 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 reflect all advisory and other expenses of Trust Shares of the Huntington
Income Equity Fund and 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
Fund S&P 500
- ------------------------------------------------
<S> <C> <C>
1 Year 6.75% 21.04%
- ------------------------------------------------
5 Years 15.89% 28.55%
- ------------------------------------------------
10 Years 10.63% 18.20%
- ------------------------------------------------
Since
Inception
(7/3/89) 10.45% 17.81%
- ------------------------------------------------
</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

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<PAGE> 23
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.

8
<PAGE> 24
More information about the Funds is available free upon request, including the
following:

ANNUAL AND SEMI-ANNUAL REPORTS

STATEMENT OF ADDITIONAL INFORMATION

THE HUNTINGTON NATIONAL BANK, a subsidiary of Huntington Bancshares,
Incorporated, is the Investment Adviser, Administrator and Custodian of
Huntington VA Funds.

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

For copies of Annual or Semi-Annual Reports, the Statement of Additional
Information, other information or for any other inquiries:

CALL (800) 253-0412

WRITE
Huntington VA Funds
41 South High Street
Columbus, OH 43287

LOG ON TO THE INTERNET

The SEC's website, http://www.sec.gov, contains text-only versions of the
Huntington VA Funds documents.

CONTACT THE SEC

Call (202) 942-8090 about visiting the SEC's Public Reference Room in Washington
D.C. to review and copy information about the Funds.

[LOGO] HUNTINGTON VA FUNDS(TM)

- NOT FDIC INSURED - NO BANK GUARANTEE - MAY LOSE VALUE

SEC File No. 811-09481
<PAGE> 25

<PAGE> 26
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 a Prospectus for the
Huntington VA Funds dated April 30, 2000. This Statement should be read together
with a Prospectus. Investors may obtain a free copy of a Prospectus by calling
Huntington VA Funds at 800-253-0412.

April 30, 2000

<PAGE> 27
TABLE OF CONTENTS

<TABLE>
<S> <C>
DEFINITIONS................................................................ 2
INVESTMENT PRACTICES AND RISKS............................................. 2
Common Stock............................................................... 2
Convertible Securities..................................................... 3
Corporate Debt............................................................. 3
Credit (or Default) Risk................................................... 3
Credit-Enhanced Securities................................................. 3
Defensive Investments...................................................... 4
Equity Risk................................................................ 4
Equity Securities.......................................................... 4
Fixed Income Securities.................................................... 4
Foreign Currency Options................................................... 4
Foreign Currency Transactions.............................................. 5
Forward Foreign Currency and Foreign Currency
Futures Contracts.......................................................... 6
Foreign Securities......................................................... 7
Futures Contracts and Options on Futures
Contracts.................................................................. 7
Index Futures Contracts and Options on Index
Futures Contracts.......................................................... 10
Interest Rate Risk......................................................... 11
Lending Portfolio Securities............................................... 11
Liquidity Risk............................................................. 12
Market Risk................................................................ 12
Money Market Instruments................................................... 12
Commercial Paper...................................................... 12
Bank Obligations...................................................... 12
Variable Rate Demand Notes............................................ 12
Money Market Mutual Funds.................................................. 13
Options.................................................................... 13
Preferred Stock............................................................ 15
Repurchase Agreements...................................................... 16
Restricted and Illiquid Securities......................................... 16
Security-Specific Risk..................................................... 16
U.S. Government Securities................................................. 16
U.S. Treasury Security Futures Contracts and
Options.................................................................... 17
When-Issued and Delayed Delivery Transactions.............................. 18
Year 2000 Risk............................................................. 18
INVESTMENT RESTRICTIONS.................................................... 18
Portfolio Turnover......................................................... 20
MANAGEMENT OF THE TRUST.................................................... 20
Trustees and Officers...................................................... 20
Trustee Compensation....................................................... 22
Investment Adviser......................................................... 23
Portfolio Transactions..................................................... 24
Brokerage Allocation and Other Practices................................... 24
Administrator.............................................................. 25
Sub-Administrator.......................................................... 26
Administrative Services.................................................... 26
Distributor................................................................ 26
Custodian.................................................................. 26
Transfer Agent and Dividend Disbursing Agent............................... 27
Code of Ethics............................................................. 27
Independent Auditors....................................................... 27
Principal Holders of Securities............................................ 27
SHAREHOLDER RIGHTS......................................................... 27
ADDITIONAL INFORMATION ON
PURCHASES, EXCHANGES AND
REDEMPTIONS................................................................ 28
Other Purchase Information................................................. 28
Other Exchange Information................................................. 28
Other Redemption Information............................................... 29
DETERMINATION OF NET ASSET VALUE........................................... 29
TAXES...................................................................... 30
Federal Income Taxation.................................................... 30
DIVIDENDS AND DISTRIBUTIONS................................................ 32
PERFORMANCE INFORMATION.................................................... 32
FINANCIAL STATEMENTS....................................................... 32
APPENDIX--DESCRIPTION OF BOND
RATINGS.................................................................... 34
</TABLE>

<PAGE> 28
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 Investments Mutual Funds Services, 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

1
<PAGE> 29
subordinate to that of preferred stockholders and any creditors, including
holders of debt issued by the 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

2
<PAGE> 30
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 that a liquid secondary market exists for such options. There can be no
assurance that a liquid secondary

3
<PAGE> 31
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.

4
<PAGE> 32
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.

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."

5
<PAGE> 33
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 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.

6
<PAGE> 34
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 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'

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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 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

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<PAGE> 36
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
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

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<PAGE> 37
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 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

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<PAGE> 38
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.

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

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<PAGE> 39
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 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

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<PAGE> 40
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.

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.

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<PAGE> 41
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 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,

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<PAGE> 42
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 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.

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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

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

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<PAGE> 44
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.

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. Beginning on
January 1, 2000, these computers may interpret "00" as the year 1900 and either

17
<PAGE> 45
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 more than 5% of the value of its total assets in the
securities of any one issuer (this limitation does not apply
to securities issued or guaranteed by the U.S. Government or
any of its agencies or instrumentalities or to repurchase
agreements secured by such obligations).

(2) Purchase more than 10% of the voting securities of any issuer.

(3) 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.

(4) 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.

(5) 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.

(6) 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.

(7) Invest more than 5% of its total assets in securities of any
issuer which, together with any predecessor, has been in
operation for less than three years.

(8) 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.

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<PAGE> 46
(9) 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.

(10) Purchase securities on margin or effect short sales (except
that the Funds may obtain such short-term credits as may be
necessary for the clearance of purchases or sales of
securities).

(11) 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.

(12) 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.

(13) Purchase from or sell portfolio securities to officers,
Trustees or other "interested persons" (as defined in the 1940
Act) of the Funds, including its investment adviser and its
affiliates, except as permitted by the Investment Company Act
of 1940 and exemptive Rules or Orders thereunder.

(14) Issue senior securities.

(15) Purchase or retain the securities of any issuer if, to the
Fund's knowledge, one or more of the officers, directors or
Trustees of the Trust, the investment adviser or the
administrator, individually own beneficially more than
one-half of one percent of the securities of such issuer and
together own beneficially more than 5% of such securities.

(16) Purchase the securities of other investment companies except
by purchase in the open market where no commission or profit
to a sponsor or dealer results from such purchase other than
the customary broker's commission or except when such purchase
is part of a plan of merger, consolidation, reorganization or
acquisition and except as permitted pursuant to Section
12(d)(1) of the Investment Company Act of 1940.

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<PAGE> 47
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.

For the fiscal year ended December 31, 1999, the portfolio turnover rate
for the VA Income Equity Fund was 0%. No information is provided for the VA
Growth Fund as that Fund had not commenced operations as of December 31, 1999.
The portfolio turnover rates for each of the VA Growth Fund and VA Income Equity
Fund is estimated to be less than 50% 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.

<TABLE>
<CAPTION>
POSITION(S)
HELD WITH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>
David S. Schoedinger Trustee Chairman of the Board, Schoedinger
229 East State Street Funeral Service; President
Columbus, Ohio Schoedinger Financial Services,
Birth date: November 27, 1942 Inc.; Past President, Board of
Directors of National Selected (1992-
1993).
</TABLE>

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<PAGE> 48

<TABLE>
<CAPTION>
POSITION(S)
HELD WITH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>

John M. Shary Trustee and Retired; Formerly: Member,
3097 Walden Ravine Chairman of the Business Advisory Board, DPEC-
Columbus, Ohio 43321 Board Data Processing Education Corp.
Birth date: November 28, 1930 (1993-1996); Member, Business
Advisory Board, Hublink, Inc. (1993-
1997); Member, Business Advisory
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. (1978-1993).

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

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

John Leven Treasurer and Chief Director of Funds Accounting of SEI
One Freedom Valley Road Financial Officer Investments Mutual Funds Services
Oaks, Pennsylvania 19456 since March 1999; Division
Birth date: January 2, 1957 Controller, First Data Corp. from
1998 to 1999; Corporate Controller,
FPS Services, a mutual fund
servicing company, from 1993 to
1998.
</TABLE>

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<PAGE> 49

<TABLE>
<CAPTION>
POSITION(S)
HELD WITH PRINCIPAL OCCUPATION(S)
NAME, AGE AND ADDRESS THE TRUST DURING PAST FIVE YEARS
- --------------------- --------- ----------------------
<S> <C> <C>

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

Todd Cipperman Vice President and General Counsel of SEI Investments
One Freedom Valley Road Assistant Secretary since 2000; Vice President and
Oaks, Pennsylvania 19456 Assistant Secretary of SEI
Birth date: February 14, 1966 Investments since 1995; Associate
attorney with Dewey Ballantine
(1994-1995); Associate attorney
with Winston & Strawn (1991-1994).

Kevin P. Robins Vice President and Senior Vice President and Secretary
One Freedom Valley Road Assistant Secretary of SEI Investments since 1994. Vice
Oaks, Pennsylvania 19456 President and Assistant Secretary
Birth date: April 15, 1961 (1992-1994); Associate attorney with
Morgan, Lewis & Bockius (1988-
1992).

Lydia A. Gavalis Vice President and Vice President and Assistant
One Freedom Valley Road Assistant Secretary Secretary of SEI Investments
Oaks, Pennsylvania 19456 Distribution Co. since 1998;
Birth date: June 5, 1964 Assistant General Counsel and
Director of Arbitration, Philadelphia
Stock Exchange from 1989-1998.

Timothy D. Barto Vice President and Vice President and Assistant
One Freedom Valley Road Assistant Secretary Secretary of SEI Investments since
Oaks, Pennsylvania 19456 1999; Associate at Dechert, Price &
Birth date: March 28, 1968 Rhoads from 1997-1999; Associate
at Richter, Miller & Finn from 1994-
1997.

Christine M. McCullough Vice President and Vice President and Assistant
One Freedom Valley Road Assistant Secretary Secretary of SEI Investments since
Oaks, Pennsylvania 19456 1999; Associate at White and
Birth date: December 5, 1960 Williams from 1991-1999.
</TABLE>

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<PAGE> 50
TRUSTEE COMPENSATION

During the year ended December 31, 1999, the Trustees received the
following compensation from Huntington VA Funds and total compensation from all
of the investment companies advised by Huntington for their services as Trustees
with respect to those Funds.

<TABLE>
<CAPTION>
COMPENSATION FROM
COMPENSATION FROM HUNTINGTON VA FUNDS AND
NAME AND POSITION HUNTINGTON VA FUNDS THE HUNTINGTON FUNDS
<S> <C> <C>
David S. Schoedinger, Trustee none 12,000
John M. Shary, Trustee and Chairman none 16,500
William R. Wise, Trustee none 12,000
</TABLE>

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
$28.7 billion in assets as of December 31, 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

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<PAGE> 51
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 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
percentage of its average daily net assets as specified in the Investment
Advisory Agreement and described in the Prospectus. During the fiscal year ended
December 31, 1999, Huntington earned $1,343 in advisory fees for the VA Income
Equity Fund, $1,119 of which was voluntarily waived. No information is provided
for the VA Growth Fund as that Fund had not commenced operations as of December
31, 1999.

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.

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<PAGE> 52

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.

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<PAGE> 53
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 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.

In the year ended December 31, 1999, the VA Income Equity Fund paid $2,000
in brokerage commissions. As of December 31, 1999, the VA Income Equity Fund
held the following securities of the Trust's regular brokers or dealers or of
their parent companies: none. No information is provided for the VA Growth Fund
as that Fund had not commenced operations as of December 31, 1999.

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 provides fund
accounting and related portfolio accounting services under the Administration
Agreement. For its administrative services, Huntington receives an annual fee,
computed daily and paid monthly, of 0.11% of each Fund's average daily net
assets. For its fund accounting services, Huntington receives an annual fee,
computed daily and paid monthly, of 0.03% of each Fund's average daily net
assets.

The Administration Agreement became effective on December 20, 1999, and
will continue in effect for a period of five 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

26
<PAGE> 54

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.

From November 1, 1999 through December 20, 1999, Huntington served as
administrator of the Trust pursuant to an agreement dated October 15, 1999. For
the fiscal year ended December 31, 1999, Huntington earned $300 as administrator
for the VA Income Equity Fund, none of which was voluntarily waived. No
information is provided for the VA Growth Fund as that Fund had not commenced
operations as of December 31, 1999.

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, Huntington will pay
to SEI Administrative a periodic fee at an annual rate of 0.08% 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 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.

CUSTODIAN

For each of the Funds, Huntington acts as custodian. For an annual fee of
0.026% 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

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<PAGE> 55

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. Prior to December 20, 1999, Huntington provided fund
accounting services to the Trust under its Custodian Agreement for an annual fee
of 0.03% of each Fund's average daily net assets.

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.

CODE OF ETHICS

Each of the Trust, the Adviser and the Distributor maintain Codes of
Ethics which permit their personnel to invest in securities for their own
accounts. As of the date of this Statement of Additional Information, copies of
these Codes of Ethics have been filed with the Securities and Exchange
Commission as exhibits to the Trust's Registration Statement.

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

Information is provided below regarding each person who owns of record or
is known by the Trust to own beneficially 5% or more of the shares of any Fund.

As of April 7, 2000, the Trustees and officers as a group owned less than
1% of the shares of the Trust.

As of April 7, 2000, the following shareholders of record owned 5% or more
of the outstanding shares of the Huntington VA Income Equity Fund: Huntington
owned approximately 102,756 shares (40.35%), Hartford Life Insurance Company,
P.O. Box 2999, Hartford, Connecticut 06104, owned approximately 101,487 shares
(39.85%),and Hartford Life Insurance Company Separate Account Two, P.O. Box
2999, Hartford, Connecticut 06104, owned approximately 50,401 shares (19.79%).

There were no outstanding shares of the VA Growth Fund as of the date of
this SAI.

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.

28
<PAGE> 56

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.

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.

29
<PAGE> 57

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

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.

30
<PAGE> 58

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 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:

31
<PAGE> 59

(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;

(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

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<PAGE> 60

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

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<PAGE> 61

ERV 1/n
Average Annual Return = (-----) -1
P

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.

The average annual total return for shares of the VA Income Equity Fund
from November 1, 1999 (Fund inception) through December 31, 2000 was (0.72)%. No
information is provided for the VA Growth Fund as that Fund had not commenced
operations as of December 31, 1999.

FINANCIAL STATEMENTS

The audited financial statements of the Trust for the period ended
December 31, 1999, and the report of KPMG LLP, independent auditors, are
incorporated by reference to the Trust's Annual Report to Shareholders for the
period ended December 31, 1999, which has previously been sent to shareholders
of the Trust pursuant to Section 30(d) of the 1940 Act and previously filed with
the Securities and Exchange Commission. A copy of the Annual Report to
Shareholders may be obtained without charge by contacting the Trust.

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<PAGE> 62

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

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<PAGE> 63
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.

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

<PAGE> 64

above, but to a lesser degree. Earnings trends and coverage ratios, while sound,
may be more subject to 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.

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<PAGE> 65

PART C. OTHER INFORMATION

ITEM 23. EXHIBITS

All Exhibits incorporated by reference relate to File Nos. 333-83397 and
811-09481 except as otherwise noted):

(a) (1) Declaration of Trust of the Registrant (previously filed as Exhibit
(a)(1) to Registrant's Initial Registration Statement and incorporated
herein by reference)

(2) Certificate of Designation (previously filed as Exhibit (a)(2) to
Registrant's Initial Registration Statement and incorporated herein by
reference)

(b) By-Laws of the Registrant (previously filed as Exhibit (b) to Registrant's
Initial Registration Statement and incorporated herein by reference)

(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 (previously filed as Exhibit (d) to Registrant's Initial
Registration Statement and incorporated herein by reference)

(e) Form of Distribution Agreement between the Registrant and SEI Investments
Distribution Co. (previously filed as Exhibit (e) to Registrant's Initial
Registration Statement and incorporated herein by reference)

(f) Not applicable

(g) Custodian Contract between the Registrant and The Huntington National Bank
(previously filed as Exhibit (g) to Registrant's Initial Registration
Statement and incorporated herein by reference) (1) Amendment to

(h) (1) Transfer Agency and Service Agreement between the Registrant and State
Street Bank and Trust Company (previously filed as Exhibit (h)(1) to
Registrant's Initial Registration Statement and incorporated herein by
reference)

(2) Administration Agreement between the Registrant and The Huntington
National Bank

(3) Administrative Services Agreement between the Registrant and Hartford
Life Insurance Company (previously filed as Exhibit (h)(4) to Registrant's
Initial Registration Statement and incorporated herein by reference)

(i) Opinion and Consent of Ropes & Gray as to legality of shares being
registered

(j) Consent of KPMG LLP

(k) Not applicable

(l) Purchase Agreement (previously filed as Exhibit (l) to Registrant's
Initial Registration Statement and incorporated herein by reference)

(m) Not applicable

(n) Not applicable

(o) Not applicable

(p) (1) Code of Ethics of the Registrant

(2) Code of Ethics of the Investment Division of The Huntington National
Bank

(3) Code of Ethics of SEI Investments Distribution Co.

(z) (1) Power of Attorney for David S. Schoedinger (previously filed as
Exhibit (z)(1) to Registrant's Initial Registration Statement and
incorporated herein by reference)

(2) Power of Attorney for John M. Shary (previously filed as
Exhibit (z)(2) to Registrant's Initial Registration Statement and
incorporated herein by reference)

(3) Power of Attorney for William R. Wise (previously filed as
Exhibit (z)(3) to Registrant's Initial Registration Statement and
incorporated herein by reference)

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

None.

C-1
<PAGE> 66

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

<TABLE>
<CAPTION>
NAME OF PRINCIPAL BUSINESS(ES) DURING
OFFICERS AND DIRECTORS OF HUNTINGTON AT LEAST THE LAST TWO FISCAL YEARS
- ------------------------------------ ----------------------------------
<S> <C>
Friedrich K.M. Bohm, Director.................... Chairman, NBBJ East Limited Partnership

Douglas G. Borror, Director...................... President and Chief Executive Officer, Dominion Homes, Inc.

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

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

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

Douglas E. Fairbanks, Director................... Retired; formerly Vice President, Ameritech
</TABLE>

C-2
<PAGE> 67

<TABLE>
<CAPTION>
NAME OF PRINCIPAL BUSINESS(ES) DURING
OFFICERS AND DIRECTORS OF HUNTINGTON AT LEAST THE LAST TWO FISCAL YEARS
- ------------------------------------ ----------------------------------
<S> <C>
Judith D. Fisher................................. Executive Vice President, Huntington

Ralph K. Frasier, Director....................... Retired

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

Elaine H. Hairston, Director..................... Retired; formerly Chancellor, Ohio Board of Regents

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

Pete A. Klisares, Director....................... President and Chief Operating Officer, Karrington, Inc.

William M. Osborne, Jr., Director................ Retired; formerly Secretary, Riley Gear Corp.

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

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

Ronald J. Seiffert, Director..................... Vice Chairman, Huntington

J. Richard Sisson, Director...................... Senior Vice President and Provost, The Ohio State University

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

William J. Williams, Director.................... Retired; formerly Chairman, Huntington

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

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

Helen K. Wright, Director........................ Retired
</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
Amerindo Funds, Inc.
The Arbor Fund
ARK Funds
Armada Funds
The Armada Advantage Fund

C-3
<PAGE> 68

Bishop Street Funds
Boston 1784 Funds(R)
CNI Charter Funds
CrestFunds, Inc.
CUFUND
The Expedition Funds
First American Funds, Inc.
First American Investment Funds, Inc.
First American Strategy Funds, Inc.
Friends Ivory Funds
HighMark Funds
Huntington VA Funds
The Nevis Fund, Inc.
Oak Associates Funds
The Parkstone Advantage Fund
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 Insurance Products 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:

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITION AND OFFICE
NAME WITH UNDERWRITER WITH REGISTRANT
- ---- ---------------- ---------------
<S> <C> <C>
Alfred P. West, Jr. Director and Chairman of the Board None
of Directors

Carmen V. Romeo Director None

Mark J. Held President and COO None

Gilbert L. Beebower Executive Vice President None

Richard B. Lieb Director and Executive Vice President None

Dennis J. McGonigle Executive Vice President None
</TABLE>

C-4
<PAGE> 69

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITION AND OFFICE
NAME WITH UNDERWRITER WITH REGISTRANT
- ---- ---------------- ---------------
<S> <C> <C>
Robert M. Silvestri CFO and Treasurer None

Leo J. Dolan, Jr. Senior Vice President None

Carl A. Guarino Senior Vice President None

Jack May Senior Vice President None

Hartland J. McKeown Senior Vice President None

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

Patrick K. Walsh Senior Vice President None

Robert Aller Vice President None

Timothy D. Barto Vice President and Assistant Vice President and Assistant
Secretary Secretary

Todd Cipperman Senior Vice President and Vice President and Assistant
General Counsel Secretary

James R. Foggo Vice President and Assistant Secretary
Secretary

Robert Crudup Vice President and None
Managing Director

S. Courtney E. Collier Vice President and None
Assistant Secretary

Richard A. Deak Vice President and Assistant None
Secretary

Barbara Doyne Vice President None

Jeff Drennen Vice President None

Vic Galef Vice President and None
Managing Director

Lydia A. Gavalis Vice President and Vice President and Assistant
Assistant Secretary Secretary

Greg Gettinger Vice President and None
Assistant Secretary

Kathy Heilig Vice President None

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
</TABLE>

C-5
<PAGE> 70

<TABLE>
<CAPTION>
POSITION AND OFFICE POSITION AND OFFICE
NAME WITH UNDERWRITER WITH REGISTRANT
- ---- ---------------- ---------------
<S> <C> <C>
Carolyn McLaurin Vice President and None
Managing Director

Christine M. McCullough Vice President and Assistant Vice President and Assistant
Secretary Secretary

Mark Nagle Vice President President and Chief
Executive Officer

Joanne Nelson Vice President None

Cynthia M. Parish Vice President and Secretary None

Rob Redican Vice President None

Maria Rinehart Vice President None

Steve Smith Vice President None

Daniel Spaventa Vice President None

Kathryn L. Stanton Vice President None

Lynda J. Striegel Vice President and None
Assistant Secretary

Lori L. White Vice President and None
Assistant Secretary

Wayne M. Withrow Senior Vice President None
</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:

SEI Investments Distribution Co./
SEI Investments Mutual Funds Services Co. One Freedom Valley Road
(Distributor and Sub-Administrator) Oaks, PA 19456

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

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

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

C-6
<PAGE> 71

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 Pre-Effective Amendment to Registration Statement to be signed on
its behalf by the undersigned, thereto duly authorized, in the City of Oaks,
Commonwealth of Pennsylvania, on the 28th day of April, 2000.

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:

<TABLE>
<CAPTION>
NAME TITLE DATE

<S> <C> <C>
/s/ Mark Nagle President and Chief Executive April 28, 2000
- ----------------------------------- Officer
Mark Nagle

/s/ John Leven Controller, Treasurer and Chief April 28, 2000
- ----------------------------------- Financial Officer
John Leven

* Trustee April 28, 2000
- ----------------------------------
David S. Schoedinger

* Trustee April 28, 2000
- ----------------------------------
William R. Wise

* Trustee April 28, 2000
- ----------------------------------
John M. Shary

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

By: /s/ Mark Nagle April 28, 2000
--------------------------
Mark Nagle
Attorney-In-Fact
</TABLE>

<PAGE> 72

EXHIBIT INDEX

(g)(1) Amendment to Schedule to Custodian Contract

(h)(3) Administration Agreement

(i) Opinion and Consent of Ropes & Gray

(j) Consent of KPMG LLP

(p)(1) Code of Ethics of the Registrant

(p)(2) Code of Ethics of the Investment Division of The Huntington National
Bank

(p)(3) Code of Ethics of SEI Investments Distribution Co.

<PAGE> 1

EXHIBIT (g)(1)

SCHEDULE A
TO THE
CUSTODIAN AGREEMENT
BETWEEN
HUNTINGTON VA FUNDS
AND
HUNTINGTON NATIONAL BANK

As amended December 20, 1999

For its services under the Custodian Agreement, the Custodian will
receive an annual fee as follows:

For Custody Services:
- ---------------------

0.026 of 1% of the average daily net asset of each of the Funds.

All fees are to be accrued daily and paid monthly.

HUNTINGTON VA FUNDS

By: /s/ Mark Nagle
--------------------------
Mark Nagle
President

HUNTINGTON NATIONAL BANK

By: /s/ Richard W. Stenberg
--------------------------
Richard W. Stenberg
Senior Vice President

<PAGE> 1

EXHIBIT (h)(3)

ADMINISTRATION AGREEMENT

THIS AGREEMENT is made as of this 20th day of December 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"), consisting of several series of shares of beneficial interest; and

WHEREAS, the Trust desires the Administrator to provide, and the
Administrator is willing to provide, management and administrative services to
such portfolios of the Trust as the Trust and the Administrator may agree on
("Funds") and as listed on the schedules attached hereto ("Schedules") and made
a part of this Agreement, on the terms and conditions hereinafter set forth;

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 Funds 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 operations 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' meetings but not

<PAGE> 2

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 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:

(a) assist with the preparation of prospectuses, statements of
additional information, registration statements, and proxy
materials;

(b) coordinate 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;

(d) assist as necessary in the preparation of the Trust's budget
and accruals, analysis and payment of the expenses and
accruals;

(e) review the Trust's financial statements;

(f) 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;

(g) 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,
Trust counsel and independent public accountants, and at the
request of the Trustees, report to the Trustees on the
performance of these organizations;

(h) 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;

(i) assist with the design, development, and operation of the
Trust, including new portfolio and class investment
objectives, policies and structure;

(j) advise the Trust and its Trustees on matters concerning the
Trust and its affairs;

2
<PAGE> 3

(k) 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;

(l) monitor and advise the Trust and its Funds on their registered
investment company status under the Internal Revenue Code of
1986, as amended;

(m) furnish advice and recommendations with respect to other
aspects of the business and affairs of the Funds as the Trust
and the Administrator shall determine desirable;

(n) monitor each Fund's compliance with the 1940 Act and the
applicable investment policies set forth in the Trust's
prospectuses and SAI;

(o) keep the books of account of each Fund;

(p) compute the net asset value per share of the outstanding
shares of each Fund;

(q) calculate daily the net income of each Fund as described in
each Fund's currently effective prospectus and Statement of
Additional Information;

(r) advise the Trust and the Trust's transfer agent daily of the
amounts of net income of each Fund and advise the transfer
agent periodically as to the division of such net income among
its various components;

(s) assist in the training and oversight of third parties used to
perform any of the services described herein;

(t) perform all administrative services and functions of the Trust
and each Fund to the extent administrative services and
functions are not provided to the Trust or such Fund pursuant
to the Trust's or such Fund's investment advisory agreement,
distribution agreement, custodian agreement or transfer agent
agreement; and

(u) provide other administrative services as requested by the
Trust from time to time.

The Administrator will perform other services for the Trust as agreed
from time to time, including, but not limited to: 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 time reasonably

3
<PAGE> 4

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.

(A) 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.

(B) 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.

(A) Administration and Accounting Fees. 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 annual rates specified in the Schedules for administrative
services and for accounting services. 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.

(B) 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

4
<PAGE> 5

Securities Exchange Act of 1934, as amended (the "1934 Act") and Rule 11a2-2(T)
thereunder, and the Trust hereby consents to the retention of compensation for
such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

(C) 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 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
agents of the Administrator as well as the entity itself.)

So long as the Administrator or its agents act 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 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 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 Administrator shall bear the fees and expenses of any
additional counsel retained by it. If the Trust

5
<PAGE> 6

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 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.

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 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.

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.

6
<PAGE> 7

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 be as specified in the Schedules.

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.

ARTICLE 14. Definitions of Certain Terms. The terms "interested person"
and "affiliated

7
<PAGE> 8

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 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;
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 Fund and of the Trust with respect to that
Fund shall be limited solely to the assets of that Fund, and the Administrator
shall not seek satisfaction of any such obligation from any other Fund, the
shareholders of any Fund, the Trustees, officers, employees or agents of the
Trust, or any of them.

8
<PAGE> 9

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: /s/ MARK E. NAGLE
-------------------------------

NAME: MARK E. NAGLE
-----------------------------

TITLE: PRESIDENT
----------------------------

THE HUNTINGTON NATIONAL BANK

BY: /s/ RICHARD W. STENBERG
-------------------------------

NAME: RICHARD W. STENBERG
-----------------------------

TITLE: SENIOR VICE PRESIDENT
----------------------------

9
<PAGE> 10

SCHEDULE
TO THE ADMINISTRATION AGREEMENT
DATED AS OF DECEMBER 20, 1999
BETWEEN
HUNTINGTON VA FUNDS
AND
THE HUNTINGTON NATIONAL BANK

Funds: This Agreement shall apply to all Funds of the Trust, either
now in the future created. The following is a listing of the
current portfolios of the Trust: VA Growth Fund and VA Income
Equity Fund (collectively, the "Funds").

Fees: Pursuant to Article 4, Section A, the Trust shall pay the
Administrator compensation for services rendered to the Funds
at an annual rate, which is calculated daily and paid monthly,
at a maximum administrative fee equal to 0.11% of each Fund's
average daily net assets plus a maximum accounting fee equal
to 0.03% of each Fund's average daily net assets.

Term: Pursuant to Article 10, the term of this Agreement shall
commence on December 20, 1999 and shall remain in effect
through December 20, 2004 ("Initial Term"). This Agreement
shall continue in effect for successive periods of one year
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:

(i) 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;

(ii) 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

(iii) [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

<PAGE> 11

the rights of creditors; [b] consent to or acquiescence in any
involuntary case under such 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.

<PAGE> 1
Exhibit (i)

Ropes & Gray
One Franklin Square
1301 K Street, NW
Washington, DC 20005

April 28, 2000

The Huntington VA Funds
41 South High Street
Columbus, Ohio 43287

Ladies and Gentlemen:

You have registered under the Securities Act of 1933, as amended (the
"1933 Act") an indefinite number of shares of beneficial interest ("Shares") of
the Huntington VA Funds ("Trust"), as permitted by Rule 24f-2 under the
Investment Company Act of 1940, as amended (the "1940 Act"). You propose to file
a post-effective amendment on Form N-1A (the "Post- Effective Amendment") to
your registration statement as required by Section 10(a)(3) with respect to
certain units of beneficial interest of the Trust ("Shares").

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. We have also examined a copy of your 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 the issue and sale
of the Shares have been duly authorized under Massachusetts law. Upon the
original issue and sale of the 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 non-assessable.

<PAGE> 2

The Huntington VA Funds
April 28, 2000
Page 2

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 the
filing of the Registration Statement. We consent to the filing of this opinion
with and as part of your Registration Statement.

Sincerely,

/s/ Ropes & Gray

Ropes & Gray

<PAGE> 1

EXHIBIT (j)

INDEPENDENT AUDITORS' CONSENT

The Board of Trustees of
Huntington VA Funds:

We consent to use of our report on the Huntington VA Income Equity Fund dated
February 11, 2000 and to the reference to our firm under the heading "Financial
Highlights" in the prospectus to the Huntington VA Income Equity Fund and
"Independent Auditors" and "Financial Statements" in the Statement of Additional
Information for the Huntington VA Funds included herein.

/s/ KPMG LLP
Columbus, Ohio
April 27, 2000

<PAGE> 1

EXHIBIT (p)(1)

HUNTINGTON VA FUNDS
CODE OF ETHICS

Effective April 26, 2000

1. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES

This Code of Ethics is based on the principles that (i) Access Persons
(as such term is hereinafter defined) owe a fiduciary duty to, among others, the
shareholders of Huntington VA Funds to conduct their personal transactions in
Covered Securities in a manner which neither interferes with Funds portfolio
transactions nor otherwise takes unfair or inappropriate advantage of an Access
Person's relationship to the Funds; (ii) in complying with this fiduciary duty,
Access Persons owe shareholders the highest duty of trust and fair dealing; and
(iii) Access Persons must, in all instances, place the interests of the
shareholders of the Funds ahead of the Access Person's own personal interests or
the interests of others. For example, in order to avoid the appearance of
conflict from a personal transaction in a Covered Security, the failure to
recommend that Covered Security to, or the failure to purchase that Covered
Security for the Funds may be considered a violation of this Code.

Access Persons must adhere to these general fiduciary principles and
comply with the specific provisions of this Code. Technical compliance with the
terms of this Code will not automatically insulate an Access Person from
scrutiny in instances where the personal transactions in a Covered Security
undertaken by such Access Person show a pattern of abuse of such Access Person's
fiduciary duty to the Funds and their shareholders or a failure to adhere to
these general fiduciary principles.

2. DEFINITIONS

(a) "Funds" means "Huntington VA Funds" and any series or portfolios of
Huntington VA Funds.

(b) "Access Person" means: (i) any director, trustee, officer, general partner,
Advisory Person of the Funds or Advisory Person of the investment adviser of the
Funds; (ii) any director, officer or Advisory Person of the investment adviser
of the Funds who, with respect to the Funds, makes any recommendation,
participates in the determination of which recommendation will be made, or whose
principal function or duties relate to the determination of which recommendation
will be made, or who, in connection with his or her duties, obtains any
information concerning recommendations on Covered Securities being made by the
investment adviser of the Funds; and (iii) any director, officer or general
partner of the principal underwriter of the Funds who, in the ordinary course of
business, makes, participates in or obtains information regarding, the purchase
or sale of Covered Securities by the Funds for which the principal underwriter
acts, or whose functions or duties in the ordinary course of business relate to
the making of any recommendation to the Funds regarding the purchase or sale of
Covered Securities.

<PAGE> 2
(c) The "1940 Act" means the Investment Company Act of 1940, as amended.

(d) "Advisory Person" means (i) any employee of either the Funds or the
investment adviser of the Funds or of any company in a control relationship to
the Funds or the investment adviser of the Funds, who, in connection with the
employee's regular functions or duties, makes, participates in, or normally
obtains information regarding the purchase or sale of a Covered Security by the
Funds, or whose functions relate to the making of any recommendations with
respect to such purchases or sales; and (ii) any natural person in a control
relationship to the Funds or the investment adviser of the Funds who normally
obtains information concerning recommendations made to the Funds with regard to
the purchase or sale of Covered Securities by the Funds.

(e) A Covered Security is "being considered for purchase or sale" when a
recommendation to purchase or sell a Covered Security has been made and
communicated by the investment adviser of the Funds and, with respect to the
person making the recommendation, when such person seriously considers making
such a recommendation.

(f) "Beneficial ownership" shall be interpreted in the same manner as it would
be in determining whether a person is subject to the provisions of Section 16 of
the Securities Exchange Act of 1934, and the rules and regulations thereunder,
except that the determination of direct or indirect beneficial ownership shall
apply to all Covered Securities which an Access Person has or acquires. As a
general matter, "beneficial ownership" will be attributed to an Access Person in
all instances where the Access Person (i) possesses the ability to purchase or
sell the Covered Securities (or the ability to direct the disposition of the
Covered Securities); (ii) possesses voting power (including the power to vote or
to direct the voting) over such Covered Securities; or (iii) receives any
benefits substantially equivalent to those of ownership.

(g) "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the 1940 Act.

(h) "Disinterested Trustee" means a trustee of the Funds who is not an
"interested person" of the Funds within the meaning of Section 2(a)(19) of the
1940 Act.

(i) "Purchase or sale of a Covered Security" includes, among other things, the
writing of an option to purchase or sell a Covered Security.

(j) "Investment Personnel" are: (i) employees of the Funds or the investment
adviser of the Funds (or any company in a control relationship to the Funds or
the investment adviser) who, in connection with their regular functions or
duties, make or participate in making recommendations regarding the purchase or
sale of Covered Securities by the Funds; and (ii) any natural person who
controls the Funds or the investment adviser of the Funds and who obtains
information concerning recommendations made to the Funds regarding the purchase
or sale of Covered Securities by the Funds. As the context requires, "Investment
Personnel" may refer to one or more person(s).

2
<PAGE> 3

(k) "Covered Security" means a security as defined in Section 2(a)(36) of the
1940 Act, except that it does not include direct obligations of the Government
of the United States, bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements, and shares issued by registered open-end investment
companies.

(l) "Public Company" means an entity subject to the reporting requirements of
sections 13 and 15(d) of the Securities Exchange Act of 1934 the Securities
Exchange Act of 1934.

(m) "Secretary" means the Secretary of the Funds.

(n) "Initial Public Offering" means an offering of securities registered under
the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of sections 13 and
15(d) of the Securities Exchange Act of 1934.

(o) "Limited Offering" means an offering that is exempt from registration under
the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant
to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

3. PROHIBITED TRANSACTIONS AND ACTIVITIES

(a) No Access Person, other than a Disinterested Trustee, shall purchase or
sell, directly or indirectly, any Covered Security in which he or she has, or by
reason of such transaction acquires, a direct or indirect beneficial ownership
interest and which he or she knows, or should have known, at the time of such
purchase or sale:

(b) is being considered for purchase or sale by the Funds; or

(d) Inducing or causing the Funds to take action or to fail to take action, for
the purpose of achieving a personal benefit, rather than for the benefit of the
Funds, is a violation of this Code. Examples of this would include causing the
Funds to purchase a Covered Security owned by the Access Person for the purpose
of supporting or driving up the price of the Covered Security, and causing the
Funds to refrain from selling a Covered Security in an attempt to protect the
value of the Access Person's investment, such as an outstanding option.

(e) Using knowledge of the portfolio transactions of the Funds to profit by the
market effect of such transactions is a violation of this Code. One test which
will be applied in determining whether this prohibition has been violated will
be to review the Covered Securities transactions of Access Persons for patterns.
However, it is important to note that a violation could result from a single
transaction if the circumstances warranted a finding that the provisions of
Section 1 of this Code have been violated.

3
<PAGE> 4

(d) All Investment Personnel are prohibited from acquiring any Covered
Securities distributed in an Initial Public Offering, or for a period of five
business days following the commencement of the Initial Public Offering of such
Covered Securities.

(e) All Investment Personnel are prohibited from acquiring Covered Securities
for their personal accounts distributed in a Limited Offering, without the
express prior approval of a designated officer of the investment adviser of the
Funds (or his or her designee). In instances where Investment Personnel, after
receiving prior approval, acquire a Covered Security in a Limited Offering, the
Investment Personnel have an affirmative obligation to disclose this investment
to the designated officer of the investment adviser of the Funds (or his or her
designee) if the Investment Personnel participate in any subsequent
consideration of any potential investment, by the Funds, in the issuer of those
Covered Securities. A decision by the Funds to purchase Covered Securities of
such an issuer (following a purchase by Investment Personnel in an approved
personal transaction) will be subject to an independent review by the designated
officer of the investment adviser of the Funds (or his or her designee) so long
as the person conducting such review has no personal interest in the issuer.

(f) All Access Persons, other than Disinterested Trustees, are prohibited from
executing a personal transaction in any Covered Security approved for purchase
by the Funds or held in the Funds (including transactions in pension or
profit-sharing plans where the Access Person retains investment discretion),
without express prior approval of a designated officer of the investment adviser
of the Funds (or his or her designee).

(g) All Access Persons, except Disinterested Trustees, are prohibited from
executing a personal transaction in any Covered Security on a day during which
any portfolio of the Funds has a pending "buy" or "sell" order for that Covered
Security, until such order is either executed or withdrawn. All portfolio
managers for the Funds are prohibited from purchasing or selling any Covered
Security within seven (7) calendar days before and after the Funds purchase or
sell the same Covered Security. If a transaction is undertaken in violation of
this prohibition, it will either be required to be unwound, or the profits
realized on such transaction within the proscribed periods (either while the
Funds have an open order, or within the 7-day blackout period) will be required
to be disgorged to an entity specified by the designated officer of the
investment adviser of the Funds or his or her designee, and the Access Person
may be subject to disciplinary action.

(h) All Investment Personnel are prohibited from profiting in the purchase and
sale, or sale and purchase, of the same (or equivalent) Covered Securities which
are also held in a portfolio of the Funds within 60 calendar days. If a
transaction is undertaken in violation of this prohibition, it will either be
required to be unwound, or the profits realized on such short-term trades will
be required to be disgorged to an entity specified by a designated officer of
the investment adviser of the Funds or his or her designee, and the Access
Person may be subject to disciplinary action. For purposes of this prohibition,
each personal transaction in the Covered Security will begin a new 60 calendar
day period. As an illustration, if Investment Personnel purchase 1000 shares of
Omega Corporation

4
<PAGE> 5

on June 1st, 500 shares on July 1st, and 250 shares on August 1st, the profiting
from the sale of the 1000 shares purchased on June 1st is prohibited for any
transaction prior to October 1st (i.e., 60 calendar days following August 1st).

In circumstances where a personal transaction in Covered
Securities within the proscribed period is involuntary (for
example, due to unforseen corporate activity, such as a
merger), Investment Personnel must notify the designated
officer of the investment adviser of the Funds. In
circumstances where Investment Personnel can document personal
exigencies, the designated officer of the investment adviser
of the Funds (or his or her designee) may grant an exemption
from the prohibition of profiting in the purchase and sale, or
sale and purchase, of the same (or equivalent) Covered
Securities within 60 calendar days.

(i) All Investment Personnel are prohibited from receiving any gift, favor,
preferential treatment, valuable consideration, or other thing of more than a de
minimis value in any year from any person or entity from, to or through whom the
Funds purchase or sell Covered Securities, or from any issuer of Covered
Securities. This prohibition does not apply to:

(i) salaries, wages, fees or other compensation paid, or expenses paid or
reimbursed, in the usual scope of an Access Person's employment;

(ii) the acceptance of meals, refreshments or entertainment of reasonable value
in the course of a meeting or other occasion, the purpose of which is to hold
bona fide business discussions;

(iii) the acceptance of advertising or promotional material of nominal value,
such as pens, pencils, note pads, key chains, calendars and similar items;

(iv) the acceptance of gifts, meals, refreshments, or entertainment of
reasonable value that are related to commonly recognized events or occasions,
such as a promotion, new job, Christmas, or other recognized holiday; or

(v) the acceptance of awards, from an employer to an employee, for recognition
of service and accomplishment.

For purposes of the above limitation, "de minimis value" is
equal to $100 or less.

(j) All Investment Personnel are prohibited from serving on the boards of
directors of any Public Company, absent express prior authorization from an
officer designated by the investment adviser of the Funds. Authorization to
serve on the board of a Public Company will be granted in instances where the
designated officer of the investment adviser of the Funds determines that such
board service would be consistent with the interests of the Funds and their
shareholders. In the relatively small number of instances where prior approval
to serve as a director of a Public Company is granted, Investment Personnel have
an affirmative duty to recuse themselves from participating in

<PAGE> 6

any deliberations by the Funds regarding possible investments in the Covered
Securities issued by the Public Company on whose board the Investment Personnel
sit.

4. EXEMPTED TRANSACTIONS

The prohibitions of Section 3 of this Code shall not apply to:

(a) Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control.

(b) Purchases or sales which are non-volitional on the part of either the Access
Person or the Funds, subject to the provisions of Section 3.(h) of this Code.

(c) Purchases which are part of: an automatic dividend reinvestment plan; or an
automatic payroll deduction plan, whereby an employee purchases Covered
Securities issued by an employer.

(d) Purchases effected upon the exercise of rights issued by an issuer pro rata
to all holders of a class of its Covered Securities, to the extent such rights
were acquired from such issuer, and any sales of such rights so acquired.

5. REPORTING

(a) Every Access Person shall submit to the Secretary for the Funds or, in the
case of the Disinterested Trustees, to legal counsel for the Funds, the reports
described in Sections 5.(b) through 5.(d) of this Code, except that:

(i) any Access Person of the Funds who is also an access person of the
investment adviser or principal underwriter of the Funds may submit reports
required by this Code to such investment adviser or principal underwriter in
lieu of submitting reports under this Code, provided that such reports contain
substantially the same information as called for by this Code and comply with
the requirements of Rule 17j-1(d)(1) under the 1940 Act;

(ii) a Disinterested Trustee of the Funds who would be required to make a report
solely by reason of being a Fund trustee need not submit the reports required by
Sections 5.(b) and 5.(d) and need not submit reports required by Section 5.(c)
unless such trustee knew or, in the ordinary course of fulfilling his or her
official duties as a trustee of the Funds, should have known that, during the
15-day period immediately preceding or following the date of the transaction in
a Covered Security, such Covered Security was purchased or sold by the Funds or
was being considered for purchase or sale by the Funds or its investment
adviser. Legal counsel shall report to the Board of Trustees any reports
received under this Code; and

(iii) a person who has no direct or indirect influence or control over
transactions effected for the Funds need not submit the reports required by
Section 5.

6
<PAGE> 7

(b) INITIAL HOLDINGS REPORT. Each person becoming an Access Person on or after
March 1, 2000 shall, no later than 10 days after becoming an Access Person,
submit a report to the Secretary of the Funds containing the following
information:

(i) the title, number of shares and principal amount of each Covered Security in
which the Access Person had any direct or indirect beneficial ownership when the
person became an Access Person;

(ii) the name of any broker, dealer or bank with whom the Access Person
maintains an account in which any Covered Securities are held for the direct or
indirect benefit of the Access Person as of the date the person became an Access
Person; and

(iii) the date the report is submitted by the Access Person.

Reports need not provide information with respect to Covered
Securities over which the Access Person had no direct or
indirect influence or control at the time he or she became an
Access Person.

(c) QUARTERLY TRANSACTION REPORTS. Each Access Person shall, no later than 10
calendar days after the end of each calendar quarter, submit a report to the
Secretary for the Funds, or in the case of the Disinterested Trustees to legal
counsel for the Funds, showing all transactions by the Access Person in Covered
Securities during the quarter in which the person had any direct or indirect
beneficial ownership. The report shall be dated and signed by the Access Person
submitting the report, and shall contain the following information:

(i) the date of the transaction, the title, the interest rate and maturity date
(if applicable), the number of shares, and the principal amount of each Covered
Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of
acquisition or disposition);

(iii) the price of the Covered Security at which the transaction was effected;

(iv) the name of the broker, dealer or bank with or through whom the transaction
was effected;

(v) if there were no personal transactions in Covered Securities during the
period, either a statement to that effect or the word "None" (or some similar
designation);

(vi) if an account was established during the quarter which holds Covered
Securities for the direct or indirect benefit of the Access Person:

7
<PAGE> 8

(1) the name of the broker, dealer or bank with whom the Access Person
established the account; and

(2) the date the account was established.

A transaction need not be reported pursuant to this Section 5.(c)
if it would duplicate information contained in broker confirmations
or account statements previously received by the Secretary of the
Funds or legal counsel, as applicable.

(d) ANNUAL HOLDINGS REPORTS. All Access Persons shall, no later than 30 days
after the end of the calendar year, submit a report to the Secretary of the
Funds containing the following information, current as of the end of the
calendar year:

(i) the title, number of shares and principal amount of each Covered Security in
which the Access Person had any direct or indirect beneficial ownership;

(ii) the name of any broker, dealer or bank with whom the Access Person
maintained an account in which any Covered Securities were held for the direct
or indirect benefit of the Access Person; and

(iii) the date the report is submitted by the Access Person.

(e) BROKER CONFIRMATIONS. Every Access Person, other than a Disinterested
Trustee, shall direct his or her broker(s) to forward to the Secretary of the
Funds, on a timely basis, duplicate copies of confirmations of all personal
transactions in Covered Securities (other than those personal transactions in
Covered Securities exempted under Section 4 of this Code) effected for any
account in which such Access Person has any direct or indirect beneficial
ownership interest or periodic statements relating to any such account.

(f) ANNUAL CERTIFICATIONS. All Access Persons are required, on an annual basis,
to certify that they have received and read the provisions of this Code. Such
certification shall also include a statement that the Access Person has complied
with the requirements of this Code and that the Access Person has disclosed or
reported all personal transactions in Covered Securities that are required to be
disclosed or reported pursuant to the requirements of this Code.

(g) The Funds, the investment adviser of the Funds and the principal underwriter
of the Funds shall, not less frequently than annually, furnish the Board of
Trustees of the Funds with a written report that:

(i) describes any issues arising under its Code of Ethics or related procedures
since the last report to the Board of Trustees, including, but not limited to,
information about material violations of such Code or related procedures and
sanctions imposed in response; and

<PAGE> 9

(ii) certifies that the Funds, the investment adviser of the Funds or the
principal underwriter of the Funds, as applicable, has adopted procedures
reasonably necessary to prevent its Access Persons from violating its Code of
Ethics.

6. SANCTIONS

Upon discovering a violation of this Code, the Board of Trustees of the
Funds may impose such sanctions as it deems appropriate. The filing of any
false, incomplete or untimely reports, as required by Section 5 of this Code,
may (depending on the circumstances) be considered a violation of this Code.

7. RECORDS

This Code of Ethics, records of any violations of this Code and any
actions taken as a result of such violations, a copy of each Initial Holdings
Report, Quarterly Transaction Report and Annual Holdings Report submitted under
this Code (including any information provided in lieu of such reports), a list
of all persons required to submit reports under this Code, and copies of reports
to the Board of Trustees required pursuant to Section 5.(g) shall be preserved
in accordance with the requirements of Rule 17j-1.

As Amended by the Board of Trustees of
Huntington VA Funds
April 26, 2000

<PAGE> 1
EXHIBIT (p)(2)

THE HUNTINGTON NATIONAL BANK
INVESTMENT DIVISION
CODE OF ETHICS OF ACCESS PERSONS

1. STATEMENT OF GENERAL FIDUCIARY PRINCIPLES

This Code of Ethics is based on the principles that (i) Access Persons
(as such term is hereinafter defined) owe a fiduciary duty to, among others, the
shareholders of The Huntington Funds and Huntington VA Funds to conduct their
personal transactions in Covered Securities in a manner which neither interferes
with Funds portfolio transactions nor otherwise takes unfair or inappropriate
advantage of an Access Person's relationship to the Funds; (ii) in complying
with this fiduciary duty, Access Persons owe shareholders the highest duty of
trust and fair dealing; and (iii) Access Persons must, in all instances, place
the interests of the shareholders of the Funds ahead of the Access Person's own
personal interests or the interests of others. For example, in order to avoid
the appearance of conflict from a personal transaction in a Covered Security,
the failure to recommend that Covered Security to, or the failure to purchase
that Covered Security for the Funds may be considered a violation of this Code.

Access Persons must adhere to these general fiduciary principles and
comply with the specific provisions and associated procedures of this Code.
Technical compliance with the terms of this Code and the associated procedures
will not automatically insulate an Access Person from scrutiny in instances
where the personal transactions in a Covered Security undertaken by such Access
Person show a pattern of abuse of such Access Person's fiduciary duty to the
Funds and their shareholders or a failure to adhere to these general fiduciary
principles.

2. DEFINITIONS

(a) "Funds" means The Huntington Funds, Huntington VA Funds and any series or
portfolios of The Huntington Funds or Huntington VA Funds.

(b) "Access Person" means any director, officer or Advisory Person of Huntington
who, with respect to the Funds, makes any recommendation, participates in the
determination of which recommendation will be made, or whose principal function
or duties relate to the determination of which recommendation will be made, or
who, in connection with his or her duties, obtains any information concerning
recommendations on Covered Securities being made by Huntington to the Funds.

(d) "Advisory Person" means (i) any employee of Huntington who, in connection
with the employee's regular functions or duties, makes, participates in, or
obtains information regarding the purchase or sale of a Covered Security by the
Funds, or whose functions relate to the making of any recommendations with
respect to such purchases or sales; and (ii) any natural person in a control

<PAGE> 2

relationship to Huntington who obtains information concerning recommendations
made to the Funds with regard to the purchase or sale of Covered Securities by
the Funds.

(e) "Huntington" means Huntington Bancshares, Inc., The Huntington National Bank
and their affiliates.

(g) "Control" shall have the same meaning as that set forth in Section 2(a)(9)
of the 1940 Act.

(h) "Purchase or sale of a Covered Security" includes, among other things, the
writing of an option to purchase or sell a Covered Security.

(i) "Investment Personnel" are: (i) Huntington employees who, in connection with
their regular functions or duties, make or participate in making recommendations
regarding the purchase or sale of Covered Securities by the Funds, such as
portfolio managers and securities analysts; and (ii) any natural person who
controls Huntington and who obtains information concerning recommendations made
to the Funds regarding the purchase or sale of Covered Securities by the Funds.
As the context requires, "Investment Personnel" may refer to one or more
person(s).

(j) "Covered Security" means a security as defined in Section 2(a)(36) of the
1940 Act, except that it does not include direct obligations of the Government
of the United States, bankers' acceptances, bank certificates of deposit,
commercial paper and high quality short-term debt instruments, including
repurchase agreements, and shares issued by registered open-end investment
companies, including The Huntington Funds and Huntington VA Funds.

(k) "Public Company" means an entity subject to the reporting requirements of
sections 13 and 15(d) of the Securities Exchange Act of 1934 the Securities
Exchange Act of 1934.

(l) "STO" means the Senior Trust Officer of The Huntington National Bank.

(m) "Portfolio Manager" means those Investment Personnel who manage investment
portfolios of the Funds.

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<PAGE> 3

(n) "Director of Compliance" means the director of the Compliance Department of
the Trust Division of The Huntington National Bank.

(o) "Initial Public Offering" means an offering of securities registered under
the Securities Act of 1933, the issuer of which, immediately before the
registration, was not subject to the reporting requirements of sections 13 and
15(d) of the Securities Exchange Act of 1934.

(p) "Limited Offering" means an offering that is exempt from registration under
the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant
to rule 504, rule 505, or rule 506 under the Securities Act of 1933.

3. PROHIBITED TRANSACTIONS AND ACTIVITIES

(a) Inducing or causing the Funds to take action or to fail to take action, for
the purpose of achieving a personal benefit, rather than for the benefit the
Funds, is a violation of this Code. Examples of this would include causing the
Funds to purchase a Covered Security owned by the Access Person for the purpose
of supporting or driving up the price of the Covered Security, and causing the
Funds to refrain from selling a Covered Security in an attempt to protect the
value of the Access Person's investment, such as an outstanding option.

(b) Using knowledge of the portfolio transactions of the Funds to profit by the
market effect of such transactions is a violation of this Code. One test which
will be applied in determining whether this prohibition has been violated will
be to review the Covered Securities transactions of Access Persons for patterns.
However, it is important to note that a violation could result from a single
transaction if the circumstances warranted a finding that the provisions of
Section 1 of this Code have been violated.

(c) All Investment Personnel are prohibited from acquiring any Covered
Securities distributed in an Initial Public Offering, or for a period of five
business days following the commencement of the Initial Public Offering of such
Covered Securities.

(d) All Investment Personnel are prohibited from acquiring Covered Securities
for their personal accounts distributed in a Limited Offering, without the
express prior approval of the STO or his or her designee. In instances where
Investment Personnel, after receiving prior approval, acquire a Covered Security
in a Limited Offering, the Investment Personnel have an affirmative obligation
to disclose this investment to the STO or his or her designee if the Investment
Personnel participate in any subsequent consideration of any potential
investment, by the Funds, in the issuer of those Covered Securities. A decision
by the Funds to purchase Covered Securities of such an issuer (following a
purchase by Investment Personnel in an approved personal transaction) will be
subject to an independent review by the STO or his or her designee, so long as
the person conducting such review has no personal interest in the issuer.

<PAGE> 4

(e) All Access Persons are prohibited from executing a personal transaction in
any Covered Security approved for purchase by the Funds or held in the Funds
(including transactions in pension or profit-sharing plans where the Access
Person retains investment discretion), without express prior approval of the STO
or his or her designee. A list of Covered Securities approved for purchase by
the Funds or held in the Funds shall be maintained by the Director of Compliance
and shall be updated at least weekly. Notwithstanding the receipt of express
prior approval, any purchases or sales by Access Persons undertaken in reliance
on this provision remain subject to prohibitions enumerated in Sections 3.(f)
and 3.(g) of this Code.

(f) All Access Persons are prohibited from executing a personal transaction in
any Covered Security on a day during which any portfolio of the Funds has a
pending "buy" or "sell" order for that Covered Security, until such order is
either executed or withdrawn. Portfolio Managers are prohibited from purchasing
or selling any Covered Security within seven (7) calendar days before and after
the Funds purchase or sell the same Covered Security. If a transaction is
undertaken in violation of this prohibition, it will either be required to be
unwound, or the profits realized on such transaction within the proscribed
periods (either while the Funds have an open order, or within the 7-day blackout
period) will be required to be disgorged to an entity designated by the Director
of Compliance, and the Access Person may be subject to disciplinary action.

(g) All Investment Personnel are prohibited from profiting in the purchase and
sale, or sale and purchase, of the same (or equivalent) Covered Securities which
are also held in a portfolio of the Funds within 60 calendar days. If a
transaction is undertaken in violation of this prohibition, it will either be
required to be unwound, or the profits realized on such short-term trades will
be required to be disgorged to an entity specified by the STO, and the Access
Person may be subject to disciplinary action. For purposes of this prohibition,
each personal transaction in the Covered Security will begin a new 60 calendar
day period. As an illustration, if Investment Personnel purchase 1000 shares of
Omega Corporation on June 1st, 500 shares on July 1st, and 250 shares on August
1st, the profiting from the sale of the 1000 shares purchased on June 1st is
prohibited for any transaction prior to October 1st (i.e., 60 calendar days
following August 1st).

In circumstances where a personal transaction in Covered
Securities within the proscribed period is involuntary (for
example, due to unforseen corporate activity, such as a
merger), Investment Personnel must notify the Director of
Compliance. In circumstances where Investment Personnel can
document personal exigencies, the STO may grant an exemption
from the prohibition of profiting in the purchase and sale, or
sale and purchase, of the same (or equivalent) Covered
Securities within 60 calendar days. Such an exemption is
wholly within the discretion of the STO, and any request for
such an exemption will be evaluated on the basis of the facts
of the particular situation.

(h) All Investment Personnel are prohibited from receiving any gift, favor,
preferential treatment, valuable consideration, or other thing of more than a de
minimis value in any year from any person

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<PAGE> 5

or entity from, to or through whom the Funds purchase or sell Covered
Securities, or from any issuer of Covered Securities. This prohibition does not
apply to:

(i) salaries, wages, fees or other compensation paid, or expenses paid or
reimbursed, in the usual scope of an Access Person's employment;

(ii) the acceptance of meals, refreshments or entertainment of reasonable value
in the course of a meeting or other occasion, the purpose of which is to hold
bona fide business discussions;

(iii) the acceptance of advertising or promotional material of nominal value,
such as pens, pencils, note pads, key chains, calendars and similar items;

(v) the acceptance of awards, from an employer to an employee, for recognition
of service and accomplishment.

For purposes of the above limitation, "de minimis value" is
equal to $100 or less.

(i) All Investment Personnel are prohibited from serving on the boards of
directors of any Public Company, absent express prior authorization from the
STO. Authorization to serve on the board of a Public Company will be granted in
instances where the STO determines that such board service would be consistent
with the interests of the Funds and their shareholders. In the relatively small
number of instances where prior approval to serve as a director of a Public
Company is granted, Investment Personnel have an affirmative duty to recuse
themselves from participating in any deliberations by the Funds regarding
possible investments in the Covered Securities issued by the Public Company on
whose board the Investment Personnel sit.

4. EXEMPTED TRANSACTIONS

The prohibitions of Section 3 of this Code shall not apply to:

(a) Purchases or sales effected in any account over which the Access Person has
no direct or indirect influence or control.

(b) Purchases or sales which are non-volitional on the part of either the Access
Person or the Funds, subject to the provisions of Section 3.(h) of this Code.

(c) Purchases which are part of: an automatic dividend reinvestment plan; or an
automatic payroll deduction plan, whereby an employee purchases Covered
Securities issued by an employer.

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<PAGE> 6

5. Reporting

(a) INITIAL HOLDINGS REPORT. Each person becoming an Access Person on or after
March 1, 2000 shall, no later than 10 days after becoming an Access Person,
submit a report to the Director of Compliance containing the following
information:

(i) the title, number of shares and principal amount of each Covered Security in
which the Access Person had any direct or indirect beneficial ownership when the
person became an Access Person;

(iii) the date the report is submitted by the Access Person.

Reports need not provide information with respect to Covered
Securities over which the Access Person had no direct or
indirect influence or control at the time he or she became an
Access Person.

(b) QUARTERLY TRANSACTION REPORTS. Each Access Person shall, no later than 10
calendar days after the end of each calendar quarter, submit a report to the
Director of Compliance showing all transactions by the Access Person in Covered
Securities during the quarter with the exception of transactions exempted in
Section 4 of this Code. The report shall be dated and signed by the Access
Person submitting the report and shall contain the following information:

(i) the date of the transaction, the title, the interest rate and maturity date
(if applicable), the number of shares, and the principal amount of each Covered
Security involved;

(ii) the nature of the transaction (i.e., purchase, sale or any other type of
acquisition or disposition);

(iii) the price of the Covered Security at which the transaction was effected;

(iv) the name of the broker, dealer or bank with or through whom the transaction
was effected;

(v) if there were no personal transactions in Covered Securities during the
period, either a statement to that effect or the word "None" (or some similar
designation);

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<PAGE> 7

(vi) if an account was established during the quarter which holds Covered
Securities for the direct or indirect benefit of the Access Person:

(1) the name of the broker, dealer or bank with whom the Access
Person established the account; and

(2) the date the account was established.

A transaction need not be reported pursuant to this Section
5.(b) if it would duplicate information contained in broker
confirmations or account statements previously received by the
Director of Compliance.

(c) ANNUAL HOLDINGS REPORT. All Access Persons shall, no later than 30 days
after the end of the calendar year, submit a report to the Director of
Compliance containing the following information current as of the end of the
calendar year:

(i) the title, number of shares and principal amount of each Covered Security in
which the Access Person had any direct or indirect beneficial ownership;

(ii) the name of any broker, dealer or bank with whom the Access Person
maintained an account in which any Covered Securities were held for the direct
or indirect benefit of the Access Person; and

(iii) the date the report is submitted by the Access Person.

(d) BROKER CONFIRMATIONS. Every Access Person shall direct his or her broker(s)
to forward to the Director of Compliance, on a timely basis, duplicate copies of
confirmations of all personal transactions in Covered Securities (other than
those personal transactions in Covered Securities exempted under Section 4 of
this Code) effected for any account in which such Access Person has any direct
or indirect beneficial ownership interest.

(e) ANNUAL CERTIFICATIONS. All Access Persons are required, on an annual basis,
to certify that they have received and read the provisions of this Code. Such
certification shall also include a statement that the Access Person has complied
with the requirements of this Code and that the Access Person has disclosed or
reported all personal transactions in Covered Securities that are required to be
disclosed or reported pursuant to the requirements of this Code.

(f) Huntington shall, not less frequently than annually, furnish the Board of
Trustees of the Funds with a written report that:

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<PAGE> 8

(i) describes any issues arising under this Code of Ethics or related procedures
since the last report to the Board of Trustees, including, but not limited to,
information about material violations of the Code or related procedures and
sanctions imposed in response; and

(ii) certifies that Huntington has adopted procedures reasonably necessary to
prevent its Access Persons from violating its Code of Ethics.

6. SANCTIONS

Upon discovering a violation of this Code, the STO may impose such
sanctions as he or she deems appropriate upon employees of Huntington, subject
to the personnel policies and procedures of Huntington Bancshares, Inc. The
filing of any false, incomplete or untimely reports, as required by Section 5 of
this Code, may (depending on the circumstances) be considered a violation of
this Code.

7. RECORDS

This Code of Ethics, records of any violations of this Code and any
actions taken as a result of such violations, a copy of each Initial Holdings
Report, Quarterly Transaction Report and Annual Holdings Report submitted under
this Code (including any information provided in lieu of such reports), a list
of all persons required to submit reports under this Code, and copies of reports
to the Board of Trustees of the Funds required pursuant to Section 5.(f) shall
be preserved in accordance with the requirements of Rule 17j-1.

As Amended by _________________ of The
Huntington National Bank
__________________________, 2000

<PAGE> 1

Exhibit (p)(3)

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND
INSIDER TRADING POLICY

April, 2000

<PAGE> 2

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY

TABLE OF CONTENTS

I. General Policy

II. Code of Ethics

A. Purpose of Code
B. Employee/Associate Persons Categories
C. Generally Applicable Prohibitions and Restrictions
D. Pre-clearance of Personal Securities Transactions
E. Reporting Requirements
F. Detection and Reporting of Code Violations
G. Violations of the Code of Ethics
H. Confidential Treatment
I. Definitions Applicable to the Code of Ethics
J. Recordkeeping

III. Insider Trading Policy

A. What is "Material" Information?
B. What is "Nonpublic Information"?
C. Who is an Insider?
D. What is Misappropriation?
E. What is Tipping?
F. Identifying Inside Information
G. Trading in SEI Investments Company Securities
H. Violations of the Insider Trading Policy

<PAGE> 3

I. GENERAL POLICY

SEI Investments Company, through various subsidiaries (jointly "SEI"), is an
investment adviser, administrator, distributor, and/or trustee of investment
companies, collective investment trusts, investment partnerships, and asset
management accounts (jointly "Investment Vehicles"). As an investment adviser,
SEI is subject to various U.S. securities laws and regulations governing the use
of confidential information and personal securities transactions. This Code of
Ethics and Insider Trading Policy (jointly "Policy") was developed based on
those laws and regulations, and sets forth the procedures and restrictions
governing the personal securities transactions of all SEI employees.

SEI has a highly ethical business culture and expects that all employees will
conduct any personal securities transactions consistent with this Policy and in
such a manner as to avoid any actual or potential conflict of interest or abuse
of a position of trust and responsibility. When an employee invests for his or
her own account, conflicts of interest may arise between a client's and the
employee's interest. Such conflicts may include using an employee's advisory
position to take advantage of available investment opportunities, taking an
investment opportunity from a client for an employee's own portfolio, or
frontrunning, which occurs when an employee trades in his or her personal
account before making client transactions. As a fiduciary, SEI owes a duty of
loyalty to clients which requires that an employee must always place the
interests of clients first and foremost and shall not take inappropriate
advantage of his or her position. Thus, SEI employees must conduct themselves
and their personal securities transactions in a manner that does not create
conflicts of interest with the firm's clients.

Pursuant to this Policy, employees and other persons associated with SEI will be
subject to various pre-clearance and reporting standards for their personal
securities transactions based on their status as defined in Section B of this
Policy. Therefore, it is important that every person pay special attention to
the categories set forth in that section to determine what provisions of this
Policy applies to him or her, as well as to the sections on restrictions,
pre-clearance, and reporting of personal securities transactions.

Some employees and other persons associated with SEI outside the United States
are subject to this Policy and the applicable laws of the jurisdictions in which
they are located. These laws may differ substantially from U.S. law and may
subject employees to additional requirements. To the extent any particular
portion of the Policy is inconsistent with foreign law not included herein or
within the firm's Compliance Manual, employees should consult their designated
Compliance Officer or the Compliance Department at SEI's Oaks facility.

Each employee subject to this Policy must read and retain a copy and agree to
abide by its terms. Failure to comply with the provisions of this Policy may
result in the imposition of serious sanctions, including, but not limited to
disgorgement of profits, dismissal, substantial personal liability and/or
referral to regulatory or law enforcement agencies.

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<PAGE> 4

Any questions regarding SEI's policy or procedures should be referred to the
Compliance Department, which currently includes Courtney Collier (X1839) and
Cyndi Parrish (x2807).

II. CODE OF ETHICS

A. Purpose of Code

This Code of Ethics ("Code") was adopted pursuant to the provisions of Section
17(j) of the Investment Company Act of 1940 ("the 1940 Act"), as amended, and
Rule 17j-1 thereunder, as amended. Those provisions of the U.S. securities laws
were adopted to prevent persons who are actively engaged in the management,
portfolio selection or underwriting of registered investment companies from
participating in fraudulent, deceptive or manipulative acts, practices or
courses of conduct in connection with the purchase or sale of securities held or
to be acquired by such companies. Employees (including contract employees) and
other persons associated with SEI will be subject to various pre-clearance and
reporting requirements based on their responsibilities within SEI and
accessibility to certain information. Those functions are set forth in the
categories listed below.

B. Employees/Associate Persons Categories

1. Access Person:

a. any director, officer or general partner of SEI Investments
Distribution Co. ("SIDC") who, in the ordinary course of business,
makes, participates in or obtains information regarding, the purchases
or sales of securities by an Investment Vehicle for which SIDC acts as
principal underwriter, or whose functions or duties in the ordinary
course of business relate to the making of any recommendations to the
Investment Vehicles regarding the purchase or sale of securities;

b. any director, officer, general partner or employee of SEI
Investments Mutual Fund Services who, in connection with his or her
regular functions or duties, participates in the selection of an
Investment Vehicle's portfolio securities, or who has access to
information regarding an Investment Vehicles' purchases or sales of
portfolio securities;

c. any natural person in a "control" relationship to an Investment
Vehicle or SEI Investments Management Company ("SIMC") who obtains
information concerning recommendations made to an Investment Vehicle
with regard to the purchase or sale of securities by the Investment
Vehicle.

2. Investment Person - any director, officer or employee of the Asset
Management Group who (1) directly oversees the performance of one or
more sub-advisers for any Investment Vehicle for which SEI acts as
investment adviser, (2) executes or helps execute portfolio
transactions for any such Investment Vehicle, or (3) obtains or is able
to

<PAGE> 5

obtain information regarding the purchase or sale of an Investment
Vehicle's portfolio securities.

3. Fund Officers - any director, officer or employee of SEI who acts as a
director or officer of any U.S. registered investment company to which
SEI acts as an administrator or sub- administrator, or principal
underwriter.

4. Portfolio Persons - any director, officer or employee entrusted with
direct responsibility and authority to make investment decisions
affecting one or more client portfolios.

5. Registered Representative - any director, officer or employee who is
registered with the National Association of Securities Dealers as a
registered representative (Series 6, 7 or 63), a registered principal
(Series 24 or 26) or an investment representative (Series 65),
regardless of job title or responsibilities.

6. Associate - any director, officer or employee of SEI who does not fall
within the above listed categories.

C. Generally Applicable Prohibitions and Restrictions

1. Prohibition Against Fraud, Deceit and Manipulation

All SEI employees and associated persons may not, directly or indirectly, in
connection with the purchase or sale, of a Security held or to be acquired by an
Investment Vehicle for which SEI acts as an investment adviser, administrator or
distributor:

a. employ any device, scheme or artifice to defraud the
Investment Vehicle;

b. make to the Investment Vehicle any untrue statement of a
material fact or omit to state a material fact necessary in order to
make the statements made, in light of the circumstances under which
they were made, not misleading;

c. engage in any act, practice or course of business that
operates or would operate as a fraud or deceit upon the Investment
Vehicle; or

d. engage in any manipulative practice with respect to the
Investment Vehicle.

2. Personal Securities Restrictions

a. Access Persons:

o may not purchase or sell, directly or indirectly, any
Security within 24 hours before or after the time
that the same (or a related) Security is being

<PAGE> 6

purchased or sold by any Investment Vehicle for which
SEI acts as advisor, distributor and/or
administrator.

o may not acquire Securities as part of an Initial
Public Offering ("IPO") without obtaining the written
approval of the designated Compliance Officer at
Mutual Fund Services before directly or indirectly
acquiring a beneficial ownership in such securities.

o may not acquire a beneficial ownership interest in
Securities issued in a private placement transaction
without obtaining prior written approval from the
designated Compliance Officer at Mutual Fund
Services.

o may not receive any gift of more than de minimus
value (currently $100.00 per year) from any person or
entity that does business with or on behalf of any
Investment Vehicle.

b. Investment Persons:

o may not purchase or sell, directly or indirectly, any
Security within 24 hours before or after the time
that the same (or a related) Security is being
purchased or sold by any Investment Vehicle for which
SEI or one of its sub-advisers acts as investment
adviser or sub-adviser to the Investment Vehicle.

o may not profit from the purchase and sale or sale and
purchase of a Security within 60 days of acquiring or
disposing of Beneficial Ownership of that Security.
This prohibition does not apply to transactions
resulting in a loss, or to futures or options on
futures on broad-based securities indexes or U.S.
government securities.

o may not acquire Securities as part of an Initial
Public Offering without obtaining the written
approval of the Compliance Department before directly
or indirectly acquiring a beneficial ownership in
such securities.

o may not acquire a beneficial ownership interest in
Securities issued in a private placement transaction
without obtaining prior written approval from the
Compliance Department.

o may not receive any gift of more than de minimus
value (currently $100.00 per year) from any person or
entity that does business with or on behalf of any
Investment Vehicle.

o may not serve on the board of directors of any
publicly traded company.

<PAGE> 7

c. Portfolio Persons:

o may not purchase or sell, directly or indirectly, any
Security within 7 days before or after a client
portfolio has executed a trade in that same (or an
equivalent) Security, unless the order is withdrawn.

o may not acquire Securities as part of an Initial
Public Offering without obtaining the written
approval of the designated Compliance Officer before
directly or indirectly acquiring a beneficial
ownership in such securities.

o may not acquire a beneficial ownership interest in
Securities issued in a private placement transaction
without obtaining prior written approval from the
Compliance Department.

o may not profit from the purchase and sale or sale and
purchase of a Security within 60 DAYS of acquiring or
disposing of Beneficial Ownership of that Security.
This prohibition does not apply to transactions
resulting in a loss, or to futures or options on
futures on broad-based securities indexes or U.S.
government securities.

o may not receive any gift of more than de minimus
value (currently $100.00 per year) from any person or
entity that does business with or on behalf of any
Investment Vehicle.

o may not serve on the board of directors of any
publicly traded company.

d. Registered Representatives:

o may not acquire Securities as part of an Initial
Public Offering.

D. Pre-clearance of Personal Securities Transactions

1. Access, Investment and Portfolio Persons:

o must pre-clear each proposed securities transaction with the
Compliance Department or the designated Compliance Officer for
Accounts held in their names or in the names of others in
which they hold a Beneficial Ownership interest. No
transaction in Securities may be effected without the prior
written approval of the Compliance Department or the
designated Compliance Officer, except as set forth below in
Section D.4 which sets forth the securities transactions that
do not require pre-clearance.

<PAGE> 8

o the Compliance Department or the designated Compliance Officer
will keep a record of the approvals, and the rationale
supporting, investments in IPO and private placement
transactions.

2. Registered Representatives/Associates:

o must pre-clear transactions with the Compliance Department or
designated Compliance Officer only if the Registered
Representative or Associate knew or should have known at the
time of the transaction that, during the 24 HOUR period
immediately preceding or following the transaction, the
Security was purchased or sold or was being considered for
purchase or sale by any Investment Vehicle.

3. Transactions that do not have to be pre-cleared:

o Purchases or sales over which the employee pre-clearing the
transaction (the "Pre-clearing Person") has no direct or
indirect influence or control;

o Purchases, sales or other acquisitions of Securities which are
non-volitional on the part of the Pre-clearing Person or any
Investment Vehicle, such as purchases or sales upon exercise
of puts or calls written by the Pre-clearing Person, sales
from a margin account pursuant to a bona fide margin call,
stock dividends, stock splits, mergers, consolidations,
spin-offs, or other similar corporate reorganizations or
distributions;

o Purchases which are part of an automatic dividend reinvestment
plan or automatic employee stock purchase plans;

o Purchases effected upon the exercise of rights issued by an
issuer pro rata to all holders of a class of its Securities,
to the extent such rights were acquired from such issuer;

o Acquisitions of Securities through gifts or bequests; and

o Transactions in open-end mutual funds.

4. Pre-clearance procedures:

o All requests for pre-clearance of securities transactions must
be submitted to the Compliance Department or the designated
Compliance Officer by completing a Pre-clearance Request Form
(attached as Exhibit 1). SEI Employees located in the U.S.
with access to the I drive may also complete an electronic
version of the form located at I:\register\preform.doc.

<PAGE> 9

o The following information must be provided on the Form:

a. Name, date, extension, title;

b. Transaction detail, i.e., whether the transaction is
a buy or sell; the security name and security type; number of
shares; price; date acquired if a sale; and whether the
security is held in a portfolio or Investment Vehicle, part of
an initial public offering, or part of a private placement
transaction; and

c. Signature and date; if electronically submitted,
initial and date.

o The Compliance Department or the designated Compliance Officer
will notify the employee whether the request is approved or
denied by telephone or email, and by sending a copy of the
signed form to the employee. An employee is not officially
notified that the transaction has been pre-cleared until he or
she receives a copy of the signed form. Employees should
retain copies of the signed form.

o Employees may not submit a Pre-clearance Request Form for a
transaction that he or she does not intend to execute.

o Pre-clearance authorization is valid for 3 business days only.
Transactions, which are not completed within this period, must
be resubmitted with an explanation why the previous
pre-cleared transaction was not completed.

o Investment persons must submit to the Compliance Department or
the designated Compliance Officer transaction reports showing
the transactions in all the Investment Vehicles for which SEI
or a sub-adviser serves as an investment adviser for the 24
hour period before and after the date on which their
securities transactions were effected. Transaction reports
need only be submitted for the portfolios that hold or are
eligible to purchase and sell the types of securities proposed
to be bought or sold by the Investment Person. For example, if
the Investment Person seeks to obtain approval for a proposed
equity trade, only the transaction reports for the portfolios
effecting transactions in equity securities are required.

o The Compliance Department or the designated Compliance Officer
will maintain pre-clearance records for 5 years.

E. Reporting Requirements

1. Duplicate Brokerage Statements [All Employees]

<PAGE> 10

o All SEI Employees are required to instruct their
brokers/dealers to file duplicate brokerage statements with
the Compliance Department at SEI Oaks. Employees in SEI's
global offices are required to have their duplicate statements
sent to the offices in which they are located. Statements must
be filed for all Accounts (including those in which employees
have a Beneficial Ownership interest), except those that trade
exclusively in open-end mutual funds, government securities,
or SEI stock through the employee stock/stock option plan.
Failure of a broker-dealer to send duplicate statements will
not excuse an Employee's violation of this Section, unless the
Employee demonstrates that he or she took every reasonable
step to monitor the broker's or dealer's compliance.

o Sample letters instructing the brokers/dealers to send the
statements to SEI are attached as Exhibit 2, and may be found
at I:\register\407pers.doc and I:\register\permltr.doc. If the
broker or dealer requires a letter authorizing a SEI employee
to open an account, the permission letter may used and may be
found at I:\register\permltr.doc. Please complete the
necessary information in the letter and forward a signature
ready copy to the Compliance Department (Courtney Collier or
Cyndi Parrish).

o If no such duplicate statement can be supplied, the Employee
should contact the Compliance Department or the designated
Compliance Officer.

2. Initial Holdings Report [Access, Investment and Portfolio Persons and
Fund Officers]

o Access, Investment and Portfolio Persons and Fund Officers,
must submit an Initial Holdings Report to the Compliance
Department or designated Compliance Officer disclosing every
security beneficially owned directly or indirectly by such
person within 10 days of becoming an Access, Investment or
Portfolio Person or Fund Officer. Initial Holding Reports that
are not returned by the date they are due will be considered
late and will be reported as violations of the Code of Ethics.
Any person who repeatedly returns the reports late (5 late
filings) may be subject to a monetary fine for his or her Code
of Ethics violations.

o The Initial Holdings Report must include the following
information: (1) the title of the security; (2) the number of
shares held; (3) the principal amount of the security; and (4)
the name of the broker, dealer or bank where the security is
held. The information disclosed in the report must be current
as of a date no more than 30 days before the report is
submitted.

o The Initial Holdings Report is attached as Exhibit 3 to this
Code and can be found on the I drive at
I:\register\inhold.doc.

<PAGE> 11

3. Quarterly Report of Securities Transactions [Access, Investment and
Portfolio Persons and Fund Officers]

o Access, Investment and Portfolio Persons, and Fund Officers,
must submit quarterly transaction reports of the purchases
and/or sales of securities in which such persons have a direct
or indirect Beneficial Ownership interest (See Exhibit 4-
Quarterly Transaction Report). The report will be provided to
all of the above defined persons before the end of each
quarter by the Compliance Department or the designated
Compliance Officer and must be completed and returned no later
than 10 days after the end of each calendar quarter. Quarterly
Transaction Reports that are not returned by the date they are
due will be considered late and will be reported as violations
of the Code of Ethics. Any person who repeatedly return the
reports late (5 late filings) may be subject to a monetary
fine for his or her Code of Ethics violations.

o The following information must be provided on the report:

a. The date of the transaction, the description and
number of shares, and the principal amount of each security
involved;

b. Whether the transaction is a purchase, sale or other
acquisition or disposition;

c. The transaction price; and

d. The name of the broker, dealer or bank through whom
the transaction was effected.

4. Annual Report of Securities Holdings [Access, Investment and Portfolio
Persons and Fund Officers]

o On an annual basis, Access, Investment and Portfolio Persons,
and Fund Officers, must submit to the Compliance Department or
the designated Compliance Officer an Annual Report of
Securities Holdings that contains a list of all securities
subject to this Code in which they have any direct or indirect
Beneficial Ownership interest (See Exhibit 5 - Annual
Securities Holdings Report). The information disclosed in the
report must be current as of a date no more than 30 days
before the report is submitted. The report will be provided to
the above defined persons by the Compliance Department or
designated Compliance Officer. The form may also be found on
the I drive at I:\register\annualholdings.doc.

<PAGE> 12

o Annual reports must be returned to the Compliance Department
or the designated Compliance Officer within 30 days after the
end of the calendar year-end. Annual Reports that are not
returned by the date they are due will be considered late and
will be reported as violations of the Code of Ethics. Any
person who repeatedly returns the reports late (5 late
filings) may be subject to a monetary fine for his or her Code
of Ethics violations.

5. Annual Certification of Compliance [All Employees]

o All employees will be required to certify annually that they:

- have read the Code of Ethics;
- understand the Code of Ethics; and
- have complied with the provisions of the Code of Ethics.

o The Compliance Department or the designated Compliance Officer
will send out annual forms (attached as Exhibit 6) to all
employees that must be completed and returned no later than 30
days after the end of the calendar year.

F. Detection and Reporting of Code Violations

The Compliance Department or the designated Compliance Officer will:

o review the personal securities transaction reports or
duplicate statements filed by Employees and compare the
reports or statements to the Investment Vehicles' completed
portfolio transactions. The review will be performed on a
quarterly basis. If the Compliance Department or designated
Compliance Officer determines that a compliance violation may
have occurred, the Compliance Department will give the person
an opportunity to supply explanatory material.

o prepare an Annual Issues and Certification Report to the Board
of Trustees or Directors of the Investment Vehicles that, (1)
describes the issues that arose during the year under this
Code, including, but not limited to, material violations of
and sanctions under the Code, and (2) certifies that SEI has
adopted procedures reasonably necessary to prevent its access,
investment and portfolio personnel from violating this Code;
and

o prepare a written report to SEI management personnel outlining
any violations of the Code together with recommendations for
the appropriate penalties.

o prepare a written report detailing any approval(s) granted for
the purchase of securities offered in connection with an IPO
or a private placement. The report must include the rationale
supporting any decision to approve such a purchase.

<PAGE> 13

G. Violations of the Code of Ethics

1. Penalties:

o Employees who violate the Code of Ethics may be subject to
serious penalties which may include:

- written warning;
- reversal of securities transaction;
- restriction on trading privileges;
- disgorgement of trading profits;
- fine;
- suspension or termination of employment; and/or
- referral to regulatory or law enforcement agencies.

2. Penalty Factors:

o Factors which may be considered in determining an appropriate
penalty include, but are not limited to:

- the harm to clients;
- the frequency of occurrence;
- the degree of personal benefit to the employee;
- the degree of conflict of interest;
- the extent of unjust enrichment;
- evidence of fraud, violation of law, or reckless disregard
of a regulatory requirement; and/or
- the level of accurate, honest and timely cooperation from
the employee.

H. Confidential Treatment

o The Compliance Department or the designated Compliance Officer
will use their best efforts to assure that all requests for
pre-clearance, all personal securities transaction reports and
all reports for securities holding are treated as "Personal
and Confidential." However, such documents will be available
for inspection by appropriate regulatory agencies and other
parties within and outside SEI as are necessary to evaluate
compliance with or sanctions under this Code.

I. Definitions Applicable to the Code of Ethics

1. Account - a securities trading account held by an Employee and by any
such person's spouse, minor children and adults residing in his or her
household (each such person, an "immediate family member"); any trust
for which the person is a trustee or from which the

<PAGE> 14

Employee benefits directly or indirectly; any partnership (general,
limited or otherwise) of which the Employee is a general partner or a
principal of the general partner; and any other account over which the
Employee exercises investment discretion.

2. Beneficial Ownership - Security ownership in which a person has a
direct or indirect financial interest. Generally, an employee will be
regarded as a beneficial owner of Securities that are held in the name
of:

a. a spouse or domestic partner;
b. a minor child;
c. a relative who resides in the employee's household; or
d. any other person if: (a) the employee obtains from the
securities benefits substantially similar to those of ownership (for
example, income from securities that are held by a spouse); or the
employee can obtain title to the securities now or in the future.

3. Control - means the same as it does under Section 2(a)(9) of the 1940
Act. Section 2(a)(9) provides that "control" means the power to
exercise a controlling influence over the management or policies of a
company, unless such power is solely the result of an official position
with such company. Ownership of 25% or more of a company's outstanding
voting securities is presumed to give the holder of such securities
control over the company. The facts and circumstances of a given
situation may counter this presumption.

4. Initial Public Offering - an offering of securities for which a
registration statement has not been previously filed with the U.S. SEC
and for which there is no active public market in the shares.

5. Purchase or sale of a Security - includes the writing of an option to
purchase or sell a security.

6. Security - includes notes, bonds, stocks (including closed-end funds),
convertibles, preferred stock, options on securities, futures on
broad-based market indices, warrants and rights. A "Security" does not
include direct obligations of the U.S. Government ; bankers'
acceptances, bank certificates of deposit, commercial paper and high
quality short-term debt instruments, including repurchase agreements;
and, shares issued by open-end mutual funds.

J. Recordkeeping

SEI will maintain records as set forth below. These records will be maintained
in accordance with Rule 31a-2 under the 1940 Act and the following requirements.
They will be available for examination by representatives of the Securities and
Exchange Commission and other regulatory agencies.

<PAGE> 15

1. A copy of this Code that is, or at any time within the past five years
has been, in effect will be preserved in an easily accessible place.

2. A record of any Code violation and of any sanctions taken will be
preserved in an easily accessible place for a period of at least five
years following the end of the fiscal year in which the violation
occurred.

3. A copy of each Quarterly Transaction Report, Initial Holdings Report,
and Annual Holdings Report submitted under this Code, including any
information provided in lieu of any such reports made under the Code,
will be preserved for a period of at least five years from the end of
the fiscal year in which it is made, for the first two years in an
easily accessible place.

4. A record of all persons, currently or within the past five years, who
are or were required to submit reports under this Code, or who are or
were responsible for reviewing these reports, will be maintained in an
easily accessible place.

5. A record of any decision, and the reasons supporting the decision, to
approve the acquisition of securities acquired in an IPO or limited
offering, for at least five years after the end of the fiscal year in
which the approval is granted.

III. INSIDER TRADING POLICY

All Employees are required to refrain from investing in Securities based on
material nonpublic inside information. This policy is based on the U.S. federal
securities laws that prohibit any person from:

1. trading on the basis of material, nonpublic information;
2. tipping such information to others;
3. recommending the purchase or sale of securities on the basis
of such information;
4. assisting someone who is engaged in any of the above
activities; and
5. trading a security, which is the subject of an actual or
impending tender offer when in possession of material
nonpublic information relating to the offer.

This includes any confidential information that may be obtained by Access,
Investment and Portfolio Persons, and Fund Officers, regarding the advisability
of purchasing or selling specific securities for any Investment Vehicles or on
behalf of clients. Additionally, this policy includes any confidential
information that may be obtained about SEI Investments Company or any of its
affiliated entities. This Section outlines basic definitions and provides
guidance to Employees with respect to this Policy.

<PAGE> 16

A. What is "Material" Information?

Information is material when there is a substantial likelihood that a reasonable
investor would consider it important in making his or her investment decisions.
Generally, if disclosing certain information will have a substantial effect on
the price of a company's securities, or on the perceived value of the company or
of a controlling interest in the company, the information is material, but
information may be material even if it does not have any immediate direct effect
on price or value. There is no simple "bright line" test to determine when
information is material; assessments of materiality involve a highly
fact-specific inquiry. For this reason, any question as to whether information
is material should be directed to the Compliance Department.

B. What is "Nonpublic" Information?

Information about a publicly traded security or issuer is "public" when it has
been disseminated broadly to investors in the marketplace. Tangible evidence of
such dissemination is the best indication that the information is public. For
example, information is public after it has become available to the general
public through a public filing with the SEC or some other governmental agency,
the Dow Jones "tape" or the Wall Street Journal or some other publication of
general circulation, and after sufficient time has passed so that the
information has been disseminated widely.

Information about securities that are not publicly traded, or about the issuers
of such securities, is not ordinarily disseminated broadly to the public.
However, for purposes of this Policy, such private information may be considered
"public" private information to the extent that the information has been
disclosed generally to the issuer's security holders and creditors. For example,
information contained in a private placement memorandum to potential investors
may be considered "public" private information with respect to the class of
persons who received the memorandum, but may still be considered "nonpublic"
information with respect to creditors who were not entitled to receive the
memorandum. As another example, a controlling shareholder may have access to
internal projections that are not disclosed to minority shareholders; such
information would be considered "nonpublic" information.

C. Who Is an Insider?

Unlawful insider trading occurs when a person, who is considered an insider,
with a duty not to take advantage of material nonpublic information violates
that duty. Whether a duty exists is a complex legal question. This portion of
the Policy is intended to provide an overview only, and should not be read as an
exhaustive discussion of ways in which persons may become subject to insider
trading prohibitions.

Insiders of a company include its officers, directors (or partners), and
employees, and may also include a controlling shareholder or other controlling
person. A person who has access to information about the company because of some
special position of trust or has some other

<PAGE> 17

confidential relationship with a company is considered a temporary insider of
that company. Investment advisers, lawyers, auditors, financial institutions,
and certain consultants and all of their officers, directors or partners, and
employees are all likely to be temporary insiders of their clients.

Officers, directors or partners, and employees of a controlling shareholder may
be temporary insiders of the controlled company, or may otherwise be subject to
a duty not to take advantage of inside information.

D. What is Misappropriation?

Misappropriation usually occurs when a person acquires inside information about
Company A in violation of a duty owed to Company B. For example, an employee of
Company B may know that Company B is negotiating a merger with Company A; the
employee has material nonpublic information about Company A and must not trade
in Company A's shares.

For another example, Employees who, because of their association with SEI,
receive inside information as to the identity of the companies being considered
for investment by SEI Investment Vehicles or by other clients, have a duty not
to take advantage of that information and must refrain from trading in the
securities of those companies.

<PAGE> 18

E. What is Tipping?

Tipping is passing along inside information; the recipient of a tip (the
"tippee") becomes subject to a duty not to trade while in possession of that
information. A tip occurs when an insider or misappropriator (the "tipper")
discloses inside information to another person, who knows or should know that
the tipper was breaching a duty by disclosing the information and that the
tipper was providing the information for an improper purpose. Both tippees and
tippers are subject to liability for insider trading.

F. Identifying Inside Information

Before executing any securities transaction for your personal account or for
others, you must consider and determine whether you have access to material,
nonpublic information. If you think that you might have access to material,
nonpublic information, you must take the following steps:

1. Report the information and proposed trade immediately to the Compliance
Department or designated Compliance Officer;

2. Do not purchase or sell the securities on behalf of yourself or others;
and

3. Do not communicate the information inside or outside SEI, other than to
the Compliance Department or designated Compliance Officer.

These prohibitions remain in effect until the information becomes public.

Employees managing the work of consultants and temporary employees who have
access to material nonpublic information are responsible for ensuring that
consultants and temporary employees are aware of this Policy and the
consequences of non-compliance.

G. Trading in SEI Investments Company Securities

This Policy applies to all employees with respect to trading in the securities
of SEI Investments Company, including shares held directly or indirectly in the
Company's 401(k) plan. Employees, particularly "officers" (as defined in Rule
16(a)-1(f) in the Securities Exchange Act of 1934, as amended), of the company
should be aware of their fiduciary duties to SEI and should be sensitive to the
appearance of impropriety with respect to any of their personal transactions in
SEI's publicly traded securities. Thus, the following restrictions apply to all
transactions in SEI's publicly traded securities occurring in an employee's
Account and in all other accounts in which the employee benefits directly or
indirectly, or over which the employee exercises investment discretion.

<PAGE> 19

o Blackout Period - Directors and Officers are prohibited from buying or
selling SEI's publicly traded securities during the blackout period.
The blackout periods are as follows:

o for the first, second and third quarterly financial reports -
begins at the close of the prior quarter and ends after SEI
publicly announces the financial results for that quarter.

o for the annual and fourth quarter financial reports - begins
on the 6th business day of the first month following the end
of the calendar year-end and ends after SEI publicly announces
its financial results.

All securities trading during this period may only be conducted with
the approval of SEI's General Counsel or the Compliance Director. In no
event may securities trading in SEI's stock be conducted while an
Director or Officer of the company is in possession of material
nonpublic information regarding SEI.

o Major Events - Employees who have knowledge of any SEI events or
developments that may have a "material" impact on SEI's stock that have
not been publicly announced are prohibited from buying or selling SEI's
publicly traded securities before such announcements. (See definition
of "material information" contained in III. A. above.)

o Short Selling and Derivatives Trading Prohibition - All employees are
prohibited from engaging in short sales and options trading of SEI's
common stock.

Section 16(a) directors and officers are subject to the following additional
trading restriction.

o Short Swing Profits - Directors and Officers may not profit from the
purchase and sale or sale and purchase of SEI's securities within 6
months of acquiring or disposing of Beneficial Ownership of that
Security.

H. Violations of the Insider Trading Policy

Unlawful trading of securities while in possession of material nonpublic
information, or improperly communicating that information to others, is a
violation of the federal securities laws and may expose violators to stringent
penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten
years imprisonment. The SEC can recover the profits gained or losses avoided
through the violative trading, a penalty of up to three times the illicit
windfall or loss avoided, and an order permanently enjoining violators from such
activities. Violators may be sued by investors seeking to recover damages for
insider trading violations. In addition, violations by an employee of SEI may
expose SEI to liability. SEI views seriously any violation of this Policy, even
if the conduct does not, by itself, constitute a violation of the federal

<PAGE> 20

securities laws. Violations of this Policy constitute grounds for disciplinary
sanctions, including dismissal.

<PAGE> 21

SEI INVESTMENTS COMPANY
CODE OF ETHICS AND INSIDER TRADING POLICY

EXHIBITS

Exhibit 1 Pre-clearance Request Form

Exhibit 2 Account Opening Letters to Brokers/Dealers

Exhibit 3 Initial Holdings Report

Exhibit 4 Quarterly Transaction Report

Exhibit 5 Annual Securities Holdings Report

Exhibit 6 Annual Compliance Certification

<PAGE> 22

EXHIBIT 1

<PAGE> 23

PRECLEARANCE REQUEST FORM

Name: Date:
Ext #: Title/Position:

TRANSACTION DETAIL: I REQUEST PRIOR WRITTEN APPROVAL TO EXECUTE THE FOLLOWING
TRADE:

Buy: [ ] Sell: [ ] Security Name: Security type:
No. of Shares: Price: If sale, date acquired:

Held in an SEI Portfolio: Yes [ ] No [ ] If yes, provide: (a) the Portfolio's
name:

(b) the date Portfolio bought or sold the security:

Initial Public Offering: Private Placement:
[ ] Yes [ ] No [ ] Yes [ ] No

DISCLOSURE STATEMENTS

I hereby represent that, to the best of my knowledge, neither I nor the
registered account holder: (1) have knowledge of a possible or pending purchase
or sale of the above security in any of the portfolios for which SEI acts as an
investment adviser, distributor, administrator, or for which SEI oversees the
performance of one or more it sub- advisers; (2) is in possession of any
material nonpublic information concerning the security to which this request
relates; and (3) is engaging in any manipulative or deceptive trading activity.

I acknowledge that if the Compliance Officer to whom I submit this written
request determines that the above trade would contravene SEI Investments
Company's Code of Ethics and Insider Trading Policy ("the Policy"), the
Compliance Officer in his or her sole discretion has the right not to approve
the trade, and I undertake to abide by his or her decision.

I acknowledge that this authorization is valid for a period of three (3)
business days.

________________________________________________________________________________
Signature: Date:

Compliance Officer's Use Only
Approved: [ ] Disapproved: [ ] Date:

By: Comments:

Transaction Report Received: Yes [ ] No [ ]

Note: This preclearance will lapse at the end of the day on ______________,
20___. If you decide not to effect the trade, please notify the Compliance
Department or designated Compliance Officer immediately.

<PAGE> 24

EXHIBIT 2

<PAGE> 25

Date:

Your Broker
street address
city, state zip code

Re: Your Name
Your SSN or account number

Dear Sir or Madam:

Please be advised that I am an employee of SEI Investments Distribution, Co., a
registered broker/dealer an/or SEI Investments Management Corporation, a
registered investment adviser. Please send duplicate statements only of this
brokerage account to the attention of:

SEI Investments Company
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy
and Rule 3050 of the NASD's Code of Conduct.

Thank you for your cooperation.

Sincerely,

Your name

<PAGE> 26

Date:

[Address]

Re: Employee Name
Account #
SSN

Dear Sir or Madam:

Please be advised that the above referenced person is an employee of SEI
Investments Distribution, Co., a registered broker/dealer and/or SEI Investments
Management Corporation, a registered investment adviser. We grant permission for
him/her to open a brokerage account with your firm and request that you send
duplicate statements only of this employee's brokerage account to:

SEI Investments Company
Attn: The Compliance Department
One Freedom Valley Drive
Oaks, PA 19456

This request is made pursuant to SEI's Code of Ethics and Insider Trading Policy
and Rule 3050 of the NASD's Code of Conduct.

Thank you for your cooperation.

Sincerely,

Cynthia M. Parrish
Compliance Director

<PAGE> 27

EXHIBIT 3

<PAGE> 28

SEI INVESTMENTS COMPANY
INITIAL HOLDINGS REPORT

Name of Reporting:______________________________________________________________

Date Person Became Subject to the Code's Reporting Requirements:________________

Information in Report Dated as of:______________________________________________

Date Report Due:________________________________________________________________

Date Report Submitted:__________________________________________________________

Securities Holdings

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Name of Issuer and No. of Shares Principal Amount, Maturity Date
Title of Security (if applicable) and Interest Rate (if applicable)
<S> <C> <C>
- ---------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

If you have no securities holdings to report, please check here. [ ]

Securities Accounts

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Name(s) on and Type of Account
<S> <C>
- ---------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

If you have no securities accounts to report, please check here. [ ]

I certify that I have included on this report all securities transactions and
accounts required to be reported pursuant to the Code of Ethics.

Signature:________________________________ Date:______________________________

Received by:______________________________

<PAGE> 29

EXHIBIT 4

<PAGE> 30

SEI INVESTMENTS COMPANY
QUARTERLY TRANSACTION REPORT
Transaction Record of Securities Directly or Indirectly Beneficially Owned
For the Quarter Ended _____________

Name:___________________________________

Submission Date:________________________

<TABLE>
<CAPTION>
Securities Transactions
- ----------------------------------------------------------------------------------------------------------------------------------
Date of Name of Issuer No. of Shares Principal Amount, Type of Price Name of Broker,
Transaction and Title of (if applicable) Maturity Date and Transaction Dealer or Bank
Security Interest Rate Effecting
(if applicable) Transaction
<S> <C> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

If you had no reportable transactions during the quarter, please check here. [ ]

Securities Accounts

If you established an account within the quarter, please provide the following
information:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------
</TABLE>

If you did not establish a securities account during the quarter, please check
here. [ ]

<PAGE> 31

This report is required of all officers, directors and certain other persons
under Section 204 of the Investment Advisers Act of 1940 and Rule 17j-1 of the
Investment Company Act of 1940 and is subject to examination. Transactions in
direct obligations of the U.S. Government need not be reported. In addition,
persons need not report transactions in bankers' acceptances, certificates of
deposit, commercial paper or open-end investment companies. The report must be
returned within 10 days of the applicable calendar quarter end. The reporting of
transactions on this record shall not be construed as an admission that the
reporting person has any direct or indirect beneficial ownership in the security
listed.

By signing this document, I represent that all reported transactions were
pre-cleared through the Compliance Department or the designated Compliance
Officer in compliance with the SEI Investments Company Code of Ethics and
Insider Trading Policy. In addition, I certify that I have included on this
report all securities transactions and accounts required to be reported pursuant
to the Policy.

Signature:_________________________________

Received by:_______________________________

<PAGE> 32

EXHIBIT 5

<PAGE> 33

SEI INVESTMENTS COMPANY
ANNUAL SECURITIES HOLDINGS REPORT
As of December 31, ______

Name of Reporting Person:____________________________

<TABLE>
<CAPTION>
Securities Holdings
- ------------------------------------------------------------------------------------------------------------------------------------
Name of Issuer and Title of Security No. of Shares (if applicable) Principal Amount, Maturity Date and Interest
Rate (if applicable)
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------

- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

If you had no securities holding to report this year, please check here. [ ]

<TABLE>
<CAPTION>
Securities Accounts
- -----------------------------------------------------------------------------------------------------------------------
Name of Broker, Dealer or Bank Date Account was Established Name(s) on and Type of Account
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------
</TABLE>

If you have no securities accounts to report this year, please check here. [ ]

I certify that the above list is an accurate and complete listing of all
securities in which I have a direct or indirect beneficial interest.

___________________________________ ___________________________________________
Signature Received by

___________________________________
Date

Note: Do not report holdings of U.S. Government securities, bankers'
acceptances, certificates of deposit, commercial paper and mutual funds.

<PAGE> 34

EXHIBIT 6

<PAGE> 35

SEI INVESTMENTS COMPANY
CODE OF ETHICS
ANNUAL COMPLIANCE CERTIFICATION

TO: Compliance Department

FROM: (Please Print)

DATE:

1. I hereby acknowledge receipt of a copy of the Code of Ethics and
Insider Trading Policy.

2. I have read and understand the Code of Ethics and Insider Trading
Policy and recognize that I am subject thereto.

3. I hereby declare that I have complied with the terms of the Code of
Ethics and Insider Trading Policy.

Signature:________________________________

Date:_____________________________________

Received by:______________________________

BH\251520.1
ID\ MMW