<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for Use of the
Commission
[ ] Definitive proxy statement Only (as permitted by Rule 14a-
6(e)(2))
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE HUNTINGTON FUNDS
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X]No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule
and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
<PAGE>
THE HUNTINGTON FUNDS
Florida Tax-Free Money Fund
41 South High Street
Columbus, Ohio 43287
Telephone: 1-800-253-0412
October 15, 1999
Dear Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of the
Huntington Florida Tax-Free Money Fund (the "Fund") to be held at the offices
of SEI Fund Resources, One Freedom Valley Road, Oaks, Pennsylvania 19456, on
Wednesday, October 27, 1999, at 10:00 a.m., local time.
By now you have probably heard about the recent developments involving the
Fund's sub-adviser, Countrywide Investments, Inc. (the "Sub-Adviser"), and its
parent company, Countrywide Financial Services, Inc. ("CFS"). On August 24,
1999, Fort Washington Investment Advisors, Inc. entered into an agreement to
buy all of the stock of CFS from Countrywide Credit Industries, Inc., the
parent company of CFS.
Fort Washington Investment Advisors is part of Western-Southern Enterprise,
a dynamic group of financial services companies owned by The Western and
Southern Life Insurance Company of Cincinnati, Ohio. Western-Southern
Enterprise provides life insurance, annuities, mutual funds, business planning
insurance, health insurance, asset management and other related financial
services for millions of customers nationwide. Founded in 1888, The Western
and Southern Life Insurance Company is a strong organization with solid
values, a rich heritage and an exciting future and holds the highest ratings
for claims paying ability awarded by three independent insurance rating
agencies.
As a full-service registered investment advisory firm, Fort Washington
Investment Advisors offers professional and comprehensive investment
management services for foundations and endowments, corporate pension funds,
insurance companies, mutual funds, colleges and universities, religious
organizations and high net worth individuals. Fort Washington Investment
Advisors and its advisory subsidiaries have assets under management exceeding
$16 billion.
We view this transaction as very positive for a number of reasons. Fort
Washington and its affiliates will provide the Sub-Adviser with access to its
extensive resources. Moreover, it is anticipated that there will be no
material change in the investment strategies we employ or investment
professionals assigned to the Fund.
Under the Investment Company Act of 1940, the sub-advisory agreement for the
Fund between The Huntington National Bank and the Sub-Adviser will
automatically terminate upon the close of the sale of CFS. Accordingly, we are
asking you to approve a new sub-advisory agreement. THE ADVISORY FEES CHARGED
TO YOUR FUND WILL NOT CHANGE IF YOU APPROVE THE NEW SUB-ADVISORY AGREEMENT.
The Board of Trustees has given full and careful consideration to this
matter and has concluded that the proposal is in the best interests of the
Fund and its shareholders. The Board of Trustees therefore recommends that you
vote "FOR" the proposal.
Your vote is important. To assure your representation at the meeting, please
vote by signing and dating the enclosed proxy and returning it promptly in the
accompanying envelope, whether or not you expect to be present at the meeting.
If you attend the meeting, you may revoke your proxy and vote your shares in
person. PLEASE VOTE NOW TO HELP SAVE THE COST OF ADDITIONAL SOLICITATIONS.
Very truly yours,
Mark Nagle
President
<PAGE>
- -------------------------------------------------------------------------------
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD. SIGN,
DATE AND RETURN IT IN THE ENVELOPE PROVIDED. TO SAVE THE COST OF ADDITIONAL
SOLICITATIONS, PLEASE MAIL YOUR PROXY PROMPTLY.
- -------------------------------------------------------------------------------
THE HUNTINGTON FUNDS
Florida Tax-Free Money Fund
41 South High Street
Columbus, Ohio 43287
Telephone: 1-800-253-0412
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
TO BE HELD ON OCTOBER 27, 1999
To the Shareholders:
You are invited to attend a special meeting of shareholders of the
Huntington Florida Tax-Free Money Fund (the "Fund"). The special meeting will
be held at the offices of SEI Fund Resources, One Freedom Valley Road, Oaks,
Pennsylvania 19456, on Wednesday, October 27, 1999, at 10:00 a.m., local time,
for the following purposes:
1. To approve or disapprove a new sub-advisory agreement between The
Huntington National Bank and Countrywide Investments, Inc. to become
effective upon the closing of the proposed acquisition of Countrywide
Financial Services, Inc. by Fort Washington Investment Advisors, Inc.
There will be no change in the fees payable to Countrywide Investments,
Inc. as a result of approval of the new sub-advisory agreement.
2. To act on any other matters that may properly come before the special
meeting or at any adjournment thereof.
The accompanying proxy is solicited by the Board of Trustees (the
"Trustees") of The Huntington Funds (the "Trust") for voting at the special
meeting and at any and all adjournments thereof. This proxy statement was
first mailed to shareholders on or about October 15, 1999.
Only the shareholders of the Fund will vote at the special meeting. The
Board of Trustees recommends an affirmative vote on Item 1 by the shareholders
of the Fund. The vote required to approve Item 1 is described under the
section of this proxy statement entitled "Outstanding Shares and Voting
Requirements."
The Trustees have fixed the close of business on September 21, 1999 as the
record date for the determination of shareholders of the Fund entitled to
notice of and to vote at the special meeting. Because the proposed new sub-
advisory agreement affects both the holders of Investment Shares and the
holders of Trust Shares of the Fund on an identical basis, shares of both
classes of the Fund will vote together as a single class on Item 1 at the
meeting. As of the record date, the aggregate number of Investment Shares and
Trust Shares of the Fund issued and outstanding was as follows:
Investment Shares 9,439,268.85 shares
Trust Shares 23,915,065.05 shares
<PAGE>
PRINCIPAL SHAREHOLDERS
At September 21, 1999, the following persons owned of record or beneficially
5% or more of the outstanding voting shares of the Fund (for this purpose,
Investment Shares and Trust Shares have been aggregated, since both classes of
each series will vote as a group):
<TABLE>
<CAPTION>
PERCENT OF COMBINED
NAME AND ADDRESS OF SHAREHOLDER SHARES OWNED
- ------------------------------- -------------------
<S> <C>
Huntington National Bank
41 South High Street, Columbus, Ohio 43215-6101 99.94%
</TABLE>
PROPOSAL TO APPROVE OR DISAPPROVE
NEW SUB-ADVISORY AGREEMENT
BACKGROUND
The Fund is advised by The Huntington National Bank ("Huntington"), located
at 41 South High Street, Columbus, Ohio 43215, pursuant to an investment
advisory agreement approved by the Trustees on October 21, 1998 and by the
initial shareholder on January 6, 1999. Under the terms of the investment
advisory agreement, subject to the supervision and direction of the Trustees,
Huntington is responsible for providing a continuous program for the Fund,
including, but not limited to, investment research and management with respect
to all securities, investments, cash and cash equivalents in the Fund. For its
services to the Fund, Huntington receives an annual fee based on the average
daily net assets of the Fund of: 0.50% up to $100 million; 0.45% from $100
million to $200 million; 0.40% from $200 million to $300 million; and 0.375%
over $300 million.
Pursuant to a sub-advisory agreement between Huntington and Countrywide
Investments, Inc. (the "Sub-Adviser"), the Sub-Adviser assists Huntington in
providing advisory services to the Fund.
Countrywide Financial Services, Inc. ("CFS"), the Sub-Adviser's parent
company, is currently owned by Countrywide Credit Industries, Inc. On August
24, 1999, Countrywide Credit Industries, Inc. entered into an agreement to
sell all of the stock of CFS to Fort Washington Investment Advisors, Inc.
("Fort Washington"). As a result of this acquisition, the Sub-Adviser will
become a wholly-owned, indirect subsidiary of Fort Washington. It is
anticipated that the closing will occur on or about November 4, 1999.
Under the Investment Company Act of 1940, as amended (the "Investment
Company Act"), a transaction which results in a change of control or
management of an investment adviser may be deemed an "Assignment." The
Investment Company Act further provides that an investment advisory agreement
will automatically terminate in the event of its assignment. The acquisition
of CFS by Fort Washington constitutes a "change in control" of the Sub-Adviser
for purposes of the Investment Company Act and will cause the "assignment" and
resulting termination of the current sub-advisory agreement.
THE CURRENT SUB-ADVISORY AGREEMENT
The Sub-Adviser currently provides investment advisory services to the Fund
pursuant to a sub-advisory agreement between the Sub-Adviser and Huntington.
The current sub-advisory agreement requires the Sub-Adviser to provides to
Huntington such investment advice, statistical and other factual information
as may from time to time be reasonably requested by Huntington for the Fund.
The current sub-advisory agreement was approved by the Board of Trustees,
including a majority of the Trustees who are not interested persons, as
defined in the Investment Company Act, of the Sub-Adviser or the Trust (the
"Independent Trustees"), on October 21, 1998, and by the initial shareholder
of the Fund on January 6, 1999. Its initial term was two years from the date
of effectiveness of the Fund's registration statement on Form N-1A with
subsequent renewals from year to year thereafter, subject to approval by the
Trustees in accordance with the Investment Company Act.
2
<PAGE>
From the Fund's commencement of operations (January 6, 1999) through
September 30, 1999, Huntington earned $105,628 in advisory fees, $63,377 of
which was voluntarily waived. During the same period, the Sub-Adviser earned
$42,251 in sub-advisory fees, none of which was waived. There is no assurance
that any fee waivers will continue in the future.
THE NEW SUB-ADVISORY AGREEMENT
As a result of the automatic termination of the current sub-advisory
agreement described above, Huntington proposes to enter into a new sub-
advisory agreement with the Sub-Adviser. The terms and conditions of the new
sub-advisory agreement are substantially identical to those of the current
sub-advisory agreement with respect to duties, fees, and standard of care.
Under the new sub-advisory agreement, the Sub-Adviser will continue to
select portfolio securities for investment by the Fund, purchase and sell
securities of the Fund, and upon making any purchase or sale decision, place
orders for the execution of such portfolio transactions, all in accordance
with the Investment Company Act and any rules thereunder, instructions from
Huntington, the supervision and control of the Board of Trustees of the Trust,
and the investment objectives, policies and restrictions of the Fund.
Under the new sub-advisory agreement, the Sub-Adviser will receive from
Huntington a fee at an annual rate of 0.20% of the average daily net assets of
the Fund. This is the same fee that the Sub-Adviser receives from Huntington
under the current sub-advisory agreement.
If a new sub-advisory agreement is approved by shareholders of the Fund, it
will become effective when the acquisition of CFS by Fort Washington is
completed. The new sub-advisory agreement provides that it will remain in
force for an initial term of two years, and from year to year thereafter,
subject to annual approval by the Board of Trustees, including a majority of
the Independent Trustees, by a vote cast in person at a meeting called for the
purpose of voting such approval. The new sub-advisory agreement may be
terminated at any time, on 60 days' written notice, without the payment of any
penalty, by the Board of Trustees or by a vote of the majority of the
outstanding voting securities of the Fund, or, upon 120 days' written notice
by Huntington or the Sub-Adviser. The new sub-advisory agreement automatically
terminates in the event of its assignment.
The form of the new sub-advisory agreement for the Fund is attached as
Exhibit A. You should read the agreement. The description in this Proxy
Statement of the new sub-advisory agreement is only a summary.
In the event that the acquisition of CFS by Fort Washington is completed,
but shareholders of the Fund do not approve the proposed new sub-advisory
agreement, the current sub-advisory agreement will automatically terminate and
the Board of Trustees will promptly take such actions as they consider are in
the best interests of the shareholders. These actions could include (i)
choosing not to appoint a sub-adviser for the Fund; (ii) appointing an interim
sub-adviser to serve at cost until such time as a sub-advisory agreement is
approved (and shareholders could be asked to reconsider the new sub-advisory
agreement), or (iii) liquidating the Fund. If the acquisition is not completed
for any reason, the Sub-Adviser will continue to serve as the sub-adviser of
the Fund pursuant to the terms of the current sub-advisory agreement.
INFORMATION CONCERNING FORT WASHINGTON
Fort Washington, located at 420 East Fourth Street, Cincinnati, Ohio 45202,
is part of Western-Southern Enterprise, a dynamic group of financial services
companies owned by The Western and Southern Life Insurance Company, located at
400 Broadway, Cincinnati, Ohio 45202. Western-Southern Enterprise provides
life insurance, annuities, mutual funds, business planning insurance, health
insurance, asset management and other related financial services for millions
of customers nationwide. Founded in 1888, The Western and Southern Life
Insurance Company is a strong organization with solid values, a rich heritage
and an exciting future and holds the highest ratings for claims paying ability
awarded by three independent insurance rating agencies.
3
<PAGE>
As a full-service registered investment advisory firm, Fort Washington
offers professional and comprehensive investment management services for
foundations and endowments, corporate pension funds, insurance companies,
mutual funds, colleges and universities, religious organizations and high net
worth individuals. Fort Washington and its advisory subsidiaries have assets
under management exceeding $16 billion.
INFORMATION CONCERNING THE SUB-ADVISER
The Sub-Adviser is a wholly-owned subsidiary of CFS. Both the Sub-Adviser
and CFS are located at 312 Walnut Street, 21st Floor, Cincinnati, Ohio 45202.
CFS is a wholly-owned subsidiary of Countrywide Credit Industries, Inc., which
is located at 4500 Park Granada, Calabasas, California 91302. Organized in
1974, the Sub-Adviser currently manages 16 proprietary mutual fund portfolios.
The table below gives the name, address and principal occupation of each
current director and principal executive officer of the Sub-Adviser. If the
acquisition of CFS by Fort Washington is completed, different individuals may
be elected to serve as directors and officers of the Sub-Adviser.
<TABLE>
<CAPTION>
POSITION WITH
NAME AND ADDRESS SUB-ADVISER PRINCIPAL OCCUPATION
---------------- ------------- --------------------
<C> <C> <S>
Angelo R. Mozilo Chairman/Director Chairman of Countrywide
4500 Park Granada Home Loan, Inc.
Calabasas, CA 91302
Robert H. Leshner President/Chief Executive President and CEO of CFS
21st Floor Officer/Director
312 Walnut Street
Cincinnati, OH 45202
Managing Director of
Andrew S. Bielanski Director Portfolio
4500 Park Granada Services of Countrywide
Calabasas, CA 91302 Home Loan, Inc.
Thomas H. Boone Director Managing Director of
4500 Park Granada Portfolio Services of
Calabasas, CA 91302 Countrywide Home Loan, Inc.
Marshall M. Gates Director Managing Director of
4500 Park Granada Developing Markets of
Calabasas, CA 91302 Countrywide Home Loan, Inc.
William E. Hortz Executive Vice-President and Executive Vice-President
21st Floor Director of Sales and Director of Sales
312 Walnut Street of CFS
Cincinnati, OH 45202
Maryellen Peretzky Senior Vice-President, Chief Senior Vice-President,
21st Floor Operating Officer and Chief Administrative Officer
312 Walnut Street Secretary and Secretary of CFS
Cincinnati, OH 45202
Terrie A. Wiedenheft First Vice-President, Chief First Vice-President, Chief
21st Floor Financial Officer and Financial Officer and
312 Walnut Street Treasurer Treasurer of CFS
Cincinnati, OH 45202
</TABLE>
4
<PAGE>
In addition to serving as sub-adviser to the Fund, the Sub-Adviser serves as
investment adviser to several other unaffiliated investment companies,
including the Countrywide Florida Tax-Free Money Fund (the "Countrywide
Fund"), a series of Countrywide Tax-Free Trust whose investment objective is
similar to that of the Fund. As of September 1, 1999, the Countrywide Fund had
net assets of $32,677,016. The Sub-Adviser receives, for its advisory services
provided to the Countrywide Fund, an annual fee based on the average daily net
assets of the fund of: 0.50% up to $100 million; 0.45% from $100 million to
$200 million; 0.40% from $200 million to $300 million; and 0.375% over $300
million. During the 1999 fiscal year, the Sub-Adviser waived all or a portion
of its advisory fees earned from the Countrywide Fund. There is no assurance
that any fee waivers will continue in the future.
INFORMATION CONCERNING HUNTINGTON
Huntington is a wholly-owned subsidiary of Huntington Bancshares, Inc.
("HBI"). With approximately $ billion in assets as of September 30,
1999, HBI is a major Midwest regional bank holding company. Through its
subsidiaries and affiliates, HBI offers a full range of services to the
public, including commercial lending, depository services, cash management,
brokerage services, retail banking, international services, mortgage banking,
investment advisory services and trust services. Huntington, a recognized
investment advisory and fiduciary services entity, provides investment
advisory services for corporate, charitable, governmental, institutional,
personal trust and other assets. Huntington is responsible for $ billion
of assets as of September 30, 1999, and has investment discretion over
approximately $ billion of that amount. Huntington has served as
investment adviser to The Huntington Funds (formerly known as The Monitor
Funds) since 1987, and has over 75 years of experience providing investment
advisory services to fiduciary accounts.
Set forth below are the names and principal occupations of the directors and
the principal executive officers of Huntington. The address for each of the
persons named below is 41 South High Street, Columbus, Ohio 43215.
<TABLE>
<CAPTION>
POSITION WITH
NAME HUNTINGTON PRINCIPAL OCCUPATION
---- ------------- --------------------
<C> <C> <S>
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, Executive Vice President,
General Counsel, General Counsel, Secretary
Secretary and Cashier 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
Judith D. Fisher Executive Vice President 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.
Director Retired; formerly Secretary,
William M. Osborne, Jr. Riley Gear Corp.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH
NAME HUNTINGTON PRINCIPAL OCCUPATION
---- ------------- --------------------
<C> <C> <S>
Director President and Chief Executive
Robert W. Rahal 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
Director Retired; formerly Chairman,
William J. Williams 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>
As noted above, Huntington is wholly-owned by HBI. No person owns, of record
or beneficially, 10% or more of any outstanding voting securities of HBI.
INFORMATION CONCERNING THE DISTRIBUTOR, ADMINISTRATOR AND SUB-ADMINISTRATOR
In addition to Huntington's role as investment adviser to the Fund,
Huntington serves as administrator to The Huntington Funds. SEI Fund Resources,
located at One Freedom Valley Road, Oaks, Pennsylvania 19456, serves as sub-
administrator. SEI Investment Distribution Co., an affiliate of SEI Fund
Resources which is also located at One Freedom Valley Road, Oaks, Pennsylvania
19456, serves as the distributor of The Huntington Funds.
EVALUATION BY THE BOARD OF TRUSTEES
On October 1, 1999, the Board of Trustees, including all of the Independent
Trustees, by vote cast in person, unanimously approved the new sub-advisory
agreement and directed that it be submitted to the shareholders of the Fund for
their approval. Prior to such approval, the Independent Trustees consulted with
their counsel, who did not represent Countrywide Credit Industries, Inc. or
Fort Washington and/or their affiliates, to advise them with respect to their
responsibilities under state and federal law in reaching a determination with
respect to the new sub-advisory agreement and related matters. In addition, the
Independent Trustees reviewed various materials provided on behalf of Fort
Washington by The Western and Southern Life Insurance Company or its affiliates
("Western Southern") at the request of the Independent Trustees and other
relevant information.
Included among these materials were: (i) financial statements of Western
Southern; (ii) information concerning the personnel and operations of Western
Southern; (iii) biographical information concerning the directors and officers
of Western Southern, and the investment management personnel of Western
Southern; (iv) a form of proposed sub-advisory agreement and a comparison of
such agreement to the one currently in effect for the Fund;(v) incentives being
offered to assure that key personnel will be retained; (vi) information
pertaining to the composition of the Fund's investment portfolios and any
proposed changes in investment practices or techniques following consummation
of the transaction; (vii) information pertaining to proposed sub-advisory fees;
(viii) data concerning historical performance of Western Southern's proprietary
funds; (ix) a description of the brokerage allocation and soft dollar practices
with respect to Western Southern's proprietary funds; and (x) information
pertaining to Western Southern's Year 2000 readiness.
In determining to recommend approval of the new sub-advisory agreement to
shareholders, the Independent Trustees, separately, and the entire Board of
Trustees considered the following factors, among others:
6
<PAGE>
1. Western Southern's commitment to the development and expansion of
its investment advisory business;
2. the sub-advisory fees and sub-advisory services to be performed
under the new sub-advisory agreement are the same as those under
the existing sub-advisory agreement, and the other terms of the
agreement are identical in all material respects, except for the
dates of its execution, effectiveness and termination;
3. there are no changes contemplated in the objectives and policies
of the Fund, and the proposed transaction will not materially
affect the level or quality of advisory services currently
provided to the Fund;
4. the possibility that sales of shares of the Funds will be
enhanced by Western Southern's reputation following consummation
of the proposed transaction, and that such growth may result in
economies of scale that will benefit the shareholders in the form
of lower expense ratios;
5. the fact that Western Southern has agreed that it will use its
best efforts to satisfy the provisions of Section 15(f) of the
Investment Company Act;
6. the performance of the Fund as compared to similar mutual funds
and other comparable indices; and
7. the fact that the Sub-Adviser, and not the Fund, will bear the
expenses of the transaction and any costs of preparing and
mailing proxy materials to shareholders.
As a result of their considerations, the Board of Trustees, including all of
the Independent Trustees, determined that the new sub-advisory agreement would
be in the best interests of the Fund and its shareholders. Accordingly, the
Board of Trustees unanimously approved the new sub-advisory agreement and
voted to recommend it to shareholders for approval.
THE BOARD OF TRUSTEES RECOMMENDS THAT SHAREHOLDERS
APPROVE THE NEW SUB-ADVISORY AGREEMENT.
THE PROXY
The Board of Trustees solicits proxies so that each shareholder has the
opportunity to vote on each proposal to be considered at the meeting. A proxy
for voting your shares at the meeting is enclosed. Your proxy, if properly
executed, duly returned and not revoked, will be voted according to the
instructions on the proxy. A proxy which is properly executed that has no
voting instructions with respect to a proposal will be voted for that
proposal. In addition, proxies will be voted in the discretion of the proxy
holders, in accordance with the recommendations of the Board of Trustees, if
any, on any matter to come before the meeting that the Trust did not have
notice of a reasonable time prior to the mailing of this Proxy Statement. You
may revoke your proxy at any time before it is exercised by (1) filing a
written notification of revocation with the Secretary of the Trust, (2)
submitting a proxy bearing a later date, or (3) attending and voting at the
meeting.
COST OF SOLICITATION
The Trust, with assistance from the Sub-Adviser, will be responsible for
soliciting proxies for the special meeting. Together, the Trust and the Sub-
Adviser will be responsible for printing proxies, mailing proxy material to
shareholders, soliciting brokers, custodians, nominees and fiduciaries,
tabulating the returned proxies and performing other proxy solicitation
services. The anticipated cost of such services is approximately $ , and
will be paid by the Sub-Adviser. The Sub-Adviser will also pay the printing,
postage and any other costs of the solicitation.
In addition to solicitation through the mail, proxies may be solicited by
officers, employees and agents of the Trust without cost to the Trust. Such
solicitation may be by telephone, facsimile or otherwise. The Sub-Adviser will
reimburse brokers, custodians, nominees and fiduciaries for the reasonable
expenses incurred by them in connection with forwarding solicitation material
to the beneficial owners of shares held of record by such persons.
7
<PAGE>
OUTSTANDING SHARES AND VOTING REQUIREMENTS
RECORD DATE
The Board of Trustees has fixed the close of business on September 21, 1999
as the record date for determining the shareholders entitled to notice of and
to vote at the special meeting of shareholders or any adjournment thereof. As
of the record date there were 33,334,055.39 shares of beneficial interest, no
par value, of the Fund outstanding, comprised of 9,418,990.34 Investment
Shares and 23,915,065.05 Trust Shares. All full shares of the Fund are
entitled to one vote, with proportionate voting for fractional shares.
VOTING; QUORUM
The vote of a majority of the outstanding shares of the Fund is required for
approval of the new sub-advisory agreement (Proposal 1 above). The vote of a
majority of the outstanding shares for purposes of Proposal 1 means the vote
of the lesser of (1) 67% or more of the shares present or represented by proxy
at the meeting, if the holders of more than 50% of the outstanding shares are
present or represented by proxy, or (2) more than 50% of the outstanding
shares. In order to constitute a quorum for the purpose of voting on Proposal
1, there must be present in person or by proxy, more than 50% of the
outstanding shares of the Fund.
If the meeting is called to order but a quorum is not represented at the
meeting, the persons named as proxies may vote the proxies which have been
received to adjourn the meeting to a later date. If a quorum is present at the
meeting but sufficient votes to approve Proposal 1 are not received, the
persons named as proxies may propose one or more adjournments of the meeting
to permit further solicitation of proxies. Any such adjournment will require
the affirmative vote of a majority of those shares represented at the meeting
in person or by proxy. The proxy holders will vote those proxies received
which voted in favor of the proposal in favor of such an adjournment and will
vote those proxies received which voted against the proposal against any such
adjournment. A shareholder vote may be taken on one or more of the proposals
in this proxy statement prior to any such adjournment if sufficient votes have
been received and it is otherwise appropriate. Abstentions and "broker non-
votes" are counted for purposes of determining whether a quorum is present but
do not represent votes cast with respect to a proposal. "Broker non-votes"'
are shares held by a broker or nominee for which an executed proxy is received
by the Trust, but are not voted as to one or more proposals because
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power. Accordingly, "broker non-votes" and abstentions effectively will be a
vote against Proposal 1.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
On September 21, 1999, the following persons owned 5% or more of the
outstanding shares of the Fund: [Insert charts with beneficial owner name,
amount and nature of beneficial ownership and % of Fund.]
No other person owned of record and, according to information available to
the Trust, no other person owned beneficially, 5% or more of the outstanding
shares of the Trust (or any Fund) on the record date. In addition, as of the
record date, the Trustees and officers of the Fund as a group owned less than
1% of the shares of the Trust or the Fund.
SHAREHOLDER PROPOSALS
The Trust has not received any shareholder proposals to be considered for
presentation at the meeting. Under the proxy rules of the Securities and
Exchange Commission, shareholder proposals may, under certain conditions, be
included in the Trust's proxy statement and proxy for a particular meeting.
Under these rules, proposals submitted for inclusion in the Trust's proxy
material must be received by the Trust a reasonable time before the
solicitation is made. The fact that the Trust receives a shareholder proposal
in a timely manner does not insure its inclusion in its proxy material because
there are other requirements in the proxy rules relating to such inclusion.
You should be aware that annual meetings of shareholders are not required as
long as there is no particular requirement under the Investment Company Act
which must be met by convening such a shareholder meeting.
8
<PAGE>
OTHER BUSINESS
The proxy holders have no present intention of bringing any matter before
the meeting other than those specifically referred to above or matters in
connection with or for the purpose of effecting the same. Neither the proxy
holders nor the Board of Trustees are aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy in the accompanying form will confer upon the person or
persons entitled to vote the shares as to any other proxy holders intend to
vote thereon in accordance with their best judgment.
A COPY OF THE FUND'S SEMI-ANNUAL REPORT FOR THE SIX MONTHS ENDED JUNE 30,
1999, IS AVAILABLE WITHOUT CHARGE UPON REQUEST BY WRITING TO THE HUNTINGTON
FUNDS, 41 SOUTH HIGH STREET, COLUMBUS, OHIO 42387, OR BY CALLING 1-800-253-
0412.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Trustees,
James R. Foggo, Secretary
October 15, 1999
9
<PAGE>
EXHIBIT A
THE HUNTINGTON FUNDS
SUB-ADVISORY AGREEMENT
HUNTINGTON FLORIDA TAX-FREE MONEY FUND
THIS AGREEMENT is made between The Huntington National Bank, a national
banking association (hereinafter referred to as "Adviser") and Countrywide
Investments, Inc. a registered investment adviser located in Cincinnati, Ohio
(hereinafter referred to as the "Sub-Adviser").
WITNESSETH:
That the parties hereto, intending to be legally bound hereby agree as
follows:
1.Sub-Adviser hereby agrees to furnish to Adviser in its capacity as
investment adviser to the Huntington Florida Tax-Free Money Fund (the "Fund"),
a portfolio of The Huntington Funds ("Trust"), such investment advice,
statistical and other factual information, as may from time to time be
reasonably requested by Adviser for the Fund which may be offered in one or
more classes of shares.
2.For its services under this Agreement, Sub-Adviser shall receive from
Adviser a monthly fee, as set forth in Exhibit A hereto.
3.This agreement shall be effective as of the date of the closing of the
proposed acquisition of Countrywide Financial Services, Inc., the parent
corporation of the Sub-Adviser, by Fort Washington Investment Advisors, Inc.
This Agreement shall remain in effect for the Fund for two years from the date
of its effectiveness and from year to year thereafter, subject to the
provisions for termination and all of the other terms and conditions hereof
if: (a) such continuation shall be specifically approved at least annually by
the vote of a majority of the Trustees of the Trust, including a majority of
the Trustees who are not parties to this Agreement or interested persons of
any such party (other than as Trustees of the Trust) cast in person at a
meeting called for that purpose; and (b) Adviser shall not have notified the
Trust in writing at least sixty (60) days prior to the anniversary date of
this Agreement in any year thereafter that it does not desire such
continuation with respect to the Fund.
4.Notwithstanding any provision in this Agreement, it may be terminated at any
time without the payment of any penalty: (a) by the Trustees of the Trust or
by a vote of a majority of the outstanding voting securities (as defined in
Section 2(a) (42) of the Act) of the Fund upon sixty (60) days' written notice
to the Adviser; or (b) by Sub-Adviser or Adviser upon 120 days' written notice
to the other party to the Agreement.
5.This Agreement shall automatically terminate: (a) in the event of its
assignment (as defined in the Investment Company Act of 1940); or (b) in the
event of termination of the Investment Advisory Agreement between the Trust
and the Adviser as to the Fund (the "Investment Advisory Agreement") for any
reason whatsoever.
6.So long as both Adviser and Sub-Adviser shall be legally qualified to act as
an investment adviser to the Fund, neither Adviser nor Sub-Adviser shall act
as an investment adviser (as such term is defined in the Investment Company
Act of 1940) to the Fund except as provided herein and in the Investment
Advisory Agreement or in such other manner as may be expressly agreed between
Adviser and Sub-Adviser.
Provided, however, that if the Adviser or Sub-Adviser shall resign prior to
the end of any term of this Agreement or for any reason be unable or unwilling
to serve for a successive term which has been approved by the Trustees of the
Trust pursuant to the provisions of Paragraph 3 of this Agreement or pursuant
to the Investment Advisory Agreement, the remaining party, Sub-Adviser or
Adviser as the case may be, shall not be prohibited from serving as an
investment adviser to such Fund by reason of the provisions of this Paragraph
6.
<PAGE>
7.This Agreement may be amended from time to time by agreement of the parties
hereto provided that such amendment shall be approved both by the vote of a
majority of Trustees of the Trust, including a majority of Trustees who are
not parties to this Agreement or interested persons, as defined in Section
2(a)(19) of the Investment Company Act of 1940, of any such party at a meeting
called for that purpose, and by the holders of a majority of the outstanding
voting securities (as defined in Section 2(a)(42) of the Investment Company
Act of 1940) of the Fund.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, as of this
day of October, 1999.
ATTEST:
The Huntington National Bank
- ----------------------------
By: ___________________________
Richard W. Stenberg, Sr. Vice
President
- ----------------------------
Countrywide Investments, Inc.
By: ___________________________
Robert H. Leshner
<PAGE>
EXHIBIT A
THE HUNTINGTON FUNDS
HUNTINGTON FLORIDA TAX-FREE MONEY FUND
SUB-ADVISORY AGREEMENT
For all services rendered by Sub-Adviser hereunder, Adviser shall pay Sub-
Adviser at the end of each month a Sub-Advisory Fee equal to the annual rate
of 0.20% of the average daily net assets ("Net Assets") of the Fund during
such month.
This Exhibit duly incorporates by reference the Sub-Advisory Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, as of this
day of October, 1999.
ATTEST:
The Huntington National Bank
- ----------------------------
By: ___________________________
Richard W. Stenberg, Sr. Vice
President
- ----------------------------
Countrywide Investments, Inc.
By: ___________________________
Robert H. Leshner
<PAGE>
PROXY PROXY
Huntington Florida Tax-Free Money Fund
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
To be held October 27, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE HUNTINGTON
FUNDS
The undersigned hereby appoints Mark Nagle and James R. Foggo, or either one
of them, proxies with full power of substitution to vote as designated below
all shares of common stock of the Huntington Florida Tax-Free Money Fund that
the undersigned is entitled to vote at a Special Meeting of Shareholders of
Huntington Florida Tax-Free Money Fund to be held on Wednesday, October 27,
1999, or at any adjournment or adjournments thereof, as follows:
1. On the proposal to approve a new sub-advisory agreement between The
Huntington National Bank and Countrywide Investments, Inc., as more fully set
forth in the Fund's Notice of Special Meeting of Shareholders and Proxy
Statement dated October 15, 1999, receipt of which is hereby acknowledged:
[ ] FOR
[ ] AGAINST
[ ] ABSTAIN
2. Discretionary authority is hereby conferred as to any other matters as
may properly come before the meeting.
When properly executed, this Proxy will be voted in the manner directed
above. If no direction is made, this Proxy will be voted FOR Item 1 above. The
undersigned ratifies all that the proxies or any of them or their substitutes
may lawfully do or cause to be done by virtue hereof and revokes all former
proxies.
[INSERT SHAREHOLDER INFORMATION]
- -------------------------------------
-------------------------------------
Signature of Shareholder Signature of Shareholder
Dated: _________________________,1999
Please sign this proxy exactly as your name(s) appears on this proxy card. If
shares are registered in the names of two or more persons, each must sign.
Executors, administrators, trustees, guardians, attorneys and corporate
officers should add their titles.
IMPORTANT: PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY IN THE ENVELOPE
PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
