HUNTINGTON FUNDS /MA/, 485BPOS, 1999-11-22

HUNTINGTON FUNDS /MA/
485BPOS, 1999-11-22

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<PAGE>

As filed with the Securities and Exchange Commission on November 22, 1999
Registration Nos. 33-11905, 811-5010

================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 31 [X]
and
REGISTRATION STATEMENT
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 32 [X]

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

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

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

Copies to:

Melanie Mayo West, Esq. Alyssa Albertelli, Esq.
Dykema Gossett PLLC Ropes & Gray
1577 N. Woodward Avenue, Suite 300 One Franklin Square
Bloomfield Hills, Michigan 48304-2820 1301 K Street, N.W., Suite 800 East
Fax: (248) 203-0763 Washington, D.C. 20005-3333
Fax: (202) 626-3961

Approximate Date of Proposed Public Offering: Immediately, upon effectiveness.

________________________________________________________________________________
It is proposed that this filing will become effective (check appropriate box):
[_] 60 days after filing pursuant to Rule 485(a)(1), or
[_] On , pursuant to Rule 485(a)(1), or
[_] 75 days after filing pursuant to Rule 485(a)(2), or
[_] On , pursuant to Rule 485(a)(2).
[_] Immediately upon filing pursuant to Rule 485(b), or
[X] On November 30, 1999, 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.

________________________________________________________________________________
The Registrant has previously registered an indefinite number of shares pursuant
to Rule 24f-2 under the Investment Company Act of 1940.

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

This Post-Effective Amendment No. 31 to the Registration Statement of The
Huntington Funds ("Registrant") contains the Investment Shares and Trust Shares
Prospectuses to be used with the Huntington Florida Tax-Free Money Fund, one of
the separate series of the Registrant. It also contains the Combined Statement
of Additional Information for all of the series of the Registrant. The
prospectuses for the series of the Registrant, other than the Huntington Florida
Tax-Free Money Fund, each dated April 30, 1999, as supplemented, have been filed
with the Securities and Exchange Commission pursuant to Rule 497 under the
Securities Act of 1933 and are not included herewith. Such other Prospectuses
are incorporated by reference herein.
<PAGE>

Huntington Florida Tax-Free Money Fund
INVESTMENT SHARES PROSPECTUS

November 30, 1999

[Artwork]

[logo] Huntington 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 Florida Tax-Free Money 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>

Huntington Funds, formerly known as Monitor Funds, are a series of mutual funds
advised by professional portfolio managers at The Huntington National Bank.

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
FLORIDA TAX-FREE MONEY FUND................................................. 1
Principal Investments....................................................... 2
More Fund Information....................................................... 2
FEES AND EXPENSES........................................................... 4
ORGANIZATION OF THE TRUST................................................... 5
DISTRIBUTION OF THE FUND.................................................... 5
Distribution Plan (12b-1 Fees)............................................ 5
ABOUT PURCHASING INVESTMENT SHARES.......................................... 5
Systematic Investment Program............................................. 7
ABOUT EXCHANGING INVESTMENT SHARES AMONG THE FUNDS.......................... 7
</TABLE>

<TABLE>
<S> <C>
ABOUT REDEEMING INVESTMENT SHARES........................................... 9
Systematic Withdrawal Program............................................. 9
Redemption of Accounts with Balances Under $1,000......................... 9
MANAGEMENT OF THE TRUST..................................................... 11
Investment Adviser........................................................ 11
Subadviser................................................................ 11
DIVIDENDS AND DISTRIBUTIONS................................................. 11
Distribution Options...................................................... 11
TAX CONSEQUENCES............................................................ 11
Federal Income Taxes...................................................... 12
State Income Taxes........................................................ 12
</TABLE>
<PAGE>

FLORIDA TAX-FREE MONEY FUND

For convenience, we may refer to The Huntington Funds as "the Trust" and to
The Huntington National Bank as "Huntington" or "the Adviser."

INVESTMENT OBJECTIVE--The Florida Tax-Free Money Fund seeks to provide the
highest level of interest income exempt from federal income tax, consistent
with liquidity and stability of principal.

PRINCIPAL INVESTMENT STRATEGIES--The Adviser strives to maintain a $1.00 net
asset value per share for the Florida Tax-Free Money Fund by investing
substantially all of the Fund's assets in short-term Florida tax-exempt
securities which are either rated in the highest rating category by a
Nationally Recognized Statistical Rating Organization or unrated and deemed to
be of comparable quality by the Adviser.

In managing the portfolio, the Adviser determines an appropriate maturity
range for the Fund (currently between 35 and 80 days) and each individual
security held and endeavors to diversify the portfolio's holdings within
Florida as much as possible. In addition, the Adviser analyzes cash flows,
maturities, settlements, tax payments, yields and credit quality and monitors
new issue calendars for potential purchases.

"Florida tax-exempt securities" are debt obligations which (i) are issued by
or on behalf of the state of Florida or its respective authorities, agencies,
instrumentalities and political subdivisions, and (ii) produce interest which,
in the opinion of bond counsel at the time of issuance, is exempt from federal
income tax and the value of which is exempt from the Florida Intangible
Personal Property Tax.

Fundamental Policy: at least 65% of total assets invested in Florida tax-
exempt securities.

Fundamental Policy: at least 80% of annual interest income exempt from
federal regular income tax. Income which is subject to alternative minimum tax
will not be counted towards satisfying this policy.

PRINCIPAL RISKS--As a non-diversified Fund, the Florida Tax-Free Money Fund
may invest a greater percentage of its assets in the securities of a single
issuer than do other mutual funds, and is therefore subject to:

. diversification risk--Fund performance can be significantly affected by
the performance of one or a small number of issuers;

. concentration risk--performance is strongly dependent on the economy of
the state of Florida and therefore more vulnerable to unfavorable
developments in Florida than funds that invest in obligations of many
states; and

. Florida risk--the economy of Florida is largely concentrated in
agriculture, tourism and construction and is adversely affected by severe
weather conditions. It is also impacted by changes in the economies of
Central and South America.

As a Fund which invests in short-term fixed income securities, the Florida
Tax-Free Money 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.

As part of the Adviser's strategy to take advantage of the exemption from
Florida's intangible tax in any year, the Adviser may engage, on an annual
basis, in significant

1
<PAGE>

portfolio restructuring to sell non-exempt assets. Transaction costs involved
in such restructuring may adversely affect the Fund's performance and possibly
offset any gains achieved by investing in the assets sold.

As with all mutual funds, loss of money is a risk of investing. This is true
even for the Fund which seeks to preserve the value of your investment at $1.00
per share.

For temporary defensive or liquidity purposes, the Fund may invest in
securities the interest on which is subject to federal income tax.

The Florida Tax-Free Money Fund is also subject to a number of important
risks common to investment in most mutual funds, including:

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

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

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

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

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

For more information about the investments and risks of the Florida Tax-Free
Money 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 Florida Tax-
Free Money Fund.

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

- --------------------------------------------------------------------------------
Repurchase Agreements -- agreements to purchase a security and return the
security to the seller at an agreed upon price and date. This is treated as a
loan.

- --------------------------------------------------------------------------------
Florida Tax-Exempt Securities -- tax-exempt debt obligations issued by or on
behalf of the state of Florida or its respective authorities, agencies,
instrumentalities and political subdivisions.
- --------------------------------------------------------------------------------

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
Florida Tax-Free Money Fund. The Fund's investment objective is fundamental and
may be changed only by a vote of a majority of the Florida Tax-Free Money
Fund's outstanding shares.

2
<PAGE>

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 Florida Tax-Free Money 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
----------------------------------------------------
Florida Tax-Free Money Fund.
- ---------------------------

Finally, we have provided a table illustrating the principal investments of
the Florida Tax-Free Money Fund.

3
<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
Investment Shares of the Florida Tax-Free Money Fund.

Shareholder Fees (fees paid directly from your investment)

The Florida Tax-Free Money Fund does not impose any sales charge (load) on
purchases.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>
Distribution Total Annual
Management (12b-1) Other Fund Operating
Fees(1) Fees(1) Expenses(2) Expenses
---------- ------------ ----------- --------------
<S> <C> <C> <C>
0.50% 0.25% 0.30% 1.05%
</TABLE>

(1) For the fiscal year ending December 31, 1999, the Adviser expects to waive
0.30% in management fees for the Fund. In addition, the Distributor expects
to waive 0.15% in distribution (12b-1) fees, resulting in Total Fund
Operating Expenses of 0.60%. The Adviser and/or Distributor can terminate
their voluntary waivers at any time in their sole discretion.

(2) Other expenses have been estimated for the fiscal year ending December 31,
1999.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Florida Tax-Free Money Fund with the cost of investing in other mutual funds.

The Example assumes that you invest $10,000 in the Fund for the time periods
indicated and then redeem all your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that
the Fund's operating expenses remain the same. Although your actual costs may
be higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$107 $334
</TABLE>

Because of the annual distribution (12b-1) fees, long-term shareholders may
pay more than the economic equivalent of the maximum front-end sales charges
permitted under the rules of the National Association of Securities Dealers,
Inc.

4
<PAGE>

ORGANIZATION OF THE TRUST

The Trust is organized as a Massachusetts business trust which offers
several Funds for investment. As of November 30, 1999, the Florida Tax-Free
Money Fund offers two classes of shares: Investment Shares and Trust Shares.

Trust Shares, which are not offered by this Prospectus, are not subject to
12b-1 fees and are only offered to fiduciary, advisory, agency and other
similar clients of The Huntington National Bank, its affiliates or
correspondent banks. Investment Shares, which are offered to all types of
investors are subject to 12b-1 fees. Each share class bears Fund expenses based
on its proportional share of assets, except that 12b-1 fees are borne entirely
by Investment Shares.

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 Funds.

Distribution Plan (12b-1 Fees)

Consistent with Rule 12b-1 under the Investment Company Act of 1940, the
Trust has adopted a Distribution Plan which permits the Trust pay to brokers,
dealers and other financial institutions distribution and/or administrative
services fees (so-called 12b-1 fees) in connection with the sale and
distribution of Investment Shares and the provision of shareholder services.
Because these fees are paid out of a Fund's assets on an on-going basis, over
time they will increase the cost of your investment and may cost you more than
other types of sales charges.

For the Florida Tax-Free Money Fund, the maximum 12b-1 fee is 0.25% of the
Fund's Investment Shares average daily net assets. Fees are accrued daily,
payable quarterly and calculated on an annual basis.

ABOUT PURCHASING
INVESTMENT SHARES

You may purchase Investment Shares of the Florida Tax-Free Money Fund on any
business day when both the Federal Reserve Bank and the New York Stock Exchange
are open. In connection with the sale of the Fund's Investment Shares, the
Distributor may from time to time offer certain items of nominal value to any
shareholder.

What Shares Cost

The offering price of an Investment Share is its net asset value (determined
after the order is considered received). The Trust calculates the net asset
value per share for the Florida Tax-Free Money Fund as of the close of business
of the New York Stock Exchange (generally 4:00 p.m. Eastern Time).

The Trust attempts to stabilize the net asset value per share for the
Florida Tax-Free Money Fund at $1.00 per share by valuing its portfolio
securities using the amortized cost method.

Notes About Purchases

In order to purchase Investment Shares on a particular day, the Trust must
receive payment before 4:00 p.m. (Eastern Time) that day. You will begin
earning dividends on the day of your investment in the Florida Tax-Free Money
Fund if the Trust receives payment before 10:30 a.m. (Eastern Time).

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

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

5
<PAGE>

HOW TO BUY INVESTMENT SHARES

1. MINIMUM INVESTMENT REQUIREMENTS:
.$1,000 for initial investments outside the Systematic Investment
Program
.$50 for initial investments through the Systematic Investment Program
.$50 for subsequent investments

2. CALL
.The Huntington Funds at (800) 253-0412
.The Huntington Investment Company at (800) 322-4600
.Your Huntington Personal Banker

3. MAKE PAYMENT

. By check payable to the Huntington Florida Tax-Free Money Fund-
Investment Shares to:

The Huntington Funds
P.O. Box 8526
Boston, MA 02266

(The Trust will treat your order as having been received once payment is
converted to federal funds by the Trust's transfer agent)

.Through the Systematic Investment Program

(Once you become a participant in the Program, your investments will be
made automatically at your requested intervals)

Other methods of acceptable payment are discussed in the Statement of
Additional Information.

6
<PAGE>

Systematic Investment Program

You may invest on a regular basis in Investment Shares of the Florida Tax-
Free Money Fund through the Systematic Investment Program. To participate, you
must open an account with the Trust by calling (800) 253-0412 and invest at
least $50 at periodic intervals.

Once you have signed up for the Program, the Trust will automatically
withdraw money from your bank account and invest it in Investment Shares of the
Florida Tax-Free Money Fund. Your participation in the Program may be canceled
if you do not maintain sufficient funds in your bank account to pay for your
investment.

ABOUT EXCHANGING INVESTMENT SHARES AMONG THE FUNDS

On any business day when both the Federal Reserve Bank and the New York
Stock Exchange are open, you may exchange Investment Shares of the Florida Tax-
Free Money Fund for Investment Shares of any other Huntington Fund offering
such shares. The Trust makes these exchanges at net asset value (determined
after the order is considered received), plus any applicable sales charges.

<TABLE>
<CAPTION>
Exchange Out Of Exchange Into Sales Charge
--------------- ------------- ------------
<S> <C> <C>
Florida Tax-Free Any Money
Money Fund Market Fund NO
Florida Tax-Free Any Equity or YES - See
Money Fund Income Fund Applicable
Prospectus
</TABLE>

Notes About Exchanges

In order to exchange Investment Shares on a particular day, the Trust must
receive your request before 3:00 p.m. (Eastern Time) that day.

The Trust may terminate or modify the exchange privilege at any time. In the
case of termination or material changes other than the elimination of
applicable sales charges, you will be given 60 days' prior notice.

An exchange is treated as a sale for federal income tax purposes and,
depending on the circumstances, you may realize a short or long-term capital
gain or loss.

The Statement of Additional Information contains more information about
exchanges.

7
<PAGE>

HOW TO EXCHANGE INVESTMENT SHARES

1. Satisfy the minimum account balance requirements
. You must maintain the required minimum account balance in the
Florida Tax-Free Money Fund.

2. Call (You must have completed the appropriate section on your account
application)
. The Huntington Funds at (800) 253-0412
. The Huntington Investment Company at (800) 322-4600
. Your Huntington Personal Banker

Write
. The Huntington Funds
P.O. Box 8526
Boston, MA 02266

3. Provide the required information
. Specify that you are exchanging OUT OF Investment Shares of the
Florida Tax-Free Money Fund
. Your account number
. The name and address on your account
. The dollar amount or number of shares to be exchanged
. Name of the Fund into which you wish to make the exchange
(exchange INTO)
. Your signature (for written requests)

(For corporations, executors, administrators, trustees and guardians,
and in certain other special circumstances, telephone exchanges will
not be available and you will need a signature guarantee in order to
make an exchange)

8
<PAGE>

ABOUT REDEEMING INVESTMENT SHARES

You may redeem Investment Shares of the Florida Tax-Free Money 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 an Investment Share will be
its net asset value (determined after the order is considered received). The
Trust calculates the net asset value per share for the Florida Tax-Free Money
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 Investment Shares of the Florida Tax-Free Money Fund on a
particular day, the Trust must receive your request before 10:30 a.m. (Eastern
Time) that day.

For redemption requests received prior to the cut-off time, usually the
proceeds will be wired or a check will be mailed on the same day; for
redemption requests received after the cut-off time, usually proceeds will be
wired or a check will be mailed the following business day after net asset
value is next determined. Redemption requests made through The Huntington
Investment Company or a Huntington Personal Banker will be promptly submitted
to the Trust. Proceeds are wired to an account designated in writing by the
shareholder at any domestic commercial bank which is a member of the Federal
Reserve System. Proceeds to be paid by check are sent to the shareholder's
address of record.

To the extent permitted by federal securities laws, the Trust reserves the
right to suspend the redemption of shares of the Florida Tax-Free Money Fund
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. In
such case, you will be promptly notified.

Systematic Withdrawal Program

You may choose to receive periodic payments from redemptions of Investment
Shares of one or more Huntington Funds, including the Florida Tax-Free Money
Fund, you hold through the Systematic Withdrawal Program. To participate, you
must have an account balance with the Trust of at least $10,000. Once you have
signed up for the Program by calling the Trust, The Huntington Investment
Company or your Personal Banker, the Trust will automatically redeem shares
from your account and electronically send the proceeds to the bank account you
specify.

Redemption of Accounts with Balances Under $1,000

Due to the high cost of maintaining accounts with low balances, if your
Investment Shares account balance in the Florida Tax-Free Money Fund falls
below $1,000, the Trust may choose to redeem those shares and close that
account without your consent. The Trust will not close any account which is
held through a retirement plan or any account whose value falls below $1,000 as
a result of changes in the Fund's net asset value. If the Trust plans to close
your account, it will notify you and provide you with 30 days to add to your
account balance.

9
<PAGE>

HOW TO REDEEM INVESTMENT SHARES

1. CALL (You must have completed the appropriate section on your account
application)
.The Huntington Funds at (800) 253-0412;
.The Huntington Investment Company at (800) 322-4600; or
.your Huntington Personal Banker.

WRITE
.The Huntington Funds
P.O. Box 8526
Boston, MA 02266

WRITE A CHECK
.In an amount of at least $250 from your Fund checking account

(You may not use a check to close an account)

2. PROVIDE THE REQUIRED INFORMATION
. Specify that you are redeeming Investment Shares of the Florida Tax-
Free Money Fund
.Your account number
.The name and address on your account
.The dollar amount or number of shares you wish to redeem
.Your signature (for written requests)

(If you request a redemption of over $50,000, request any redemption to
be sent to an address other than the address on record with the Trust or
request any redemption to be paid to a person or persons other than the
shareholder(s) of record, you will need a signature guarantee in order
to redeem)

10
<PAGE>

MANAGEMENT OF THE TRUST

The Trustees of the Trust are responsible for generally overseeing the
conduct of the Florida Tax-Free Money 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 0.50% of its
average daily net assets. Huntington may periodically waive all or a portion of
its management fee with respect to the Fund to increase the net income of the
Fund available for distribution as dividends.

Pursuant to a sub-investment agreement with Huntington, Countrywide
Investments, Inc., whose address is 312 Walnut Street, Cincinnati, Ohio 45202,
serves as subadviser to the Fund. According to the terms of the sub-advisory
agreement, Huntington will pay to Countrywide an annual fee of 0.20% of the
Fund's average daily net assets.

Subject to the supervision of the Trustees, Huntington and Countrywide
provide a continuous investment program for the Florida Tax-Free Money Fund,
including investment research and management with respect to all securities,
instruments, cash and cash equivalents in the Fund.

Investment Adviser

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
$29 billion in assets as of September 30, 1999, HBI is a major Midwest regional
bank holding company. Huntington, a recognized investment advisory and
fiduciary services subsidiary of HBI, provides investment advisory services for
corporate, charitable, governmental, institutional, personal trust and other
assets. Huntington is responsible for $25.5 billion of assets, and has
investment discretion over approximately $8.3 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.

Subadviser

Countrywide is an indirect wholly-owned subsidiary of Countrywide Credit
Industries, Inc. Organized in 1974, Countrywide serves as the investment
adviser to eighteen mutual fund portfolios of Countrywide Tax-Free Trust,
Countrywide Investment Trust and Countrywide Strategic Trust.

DIVIDENDS AND DISTRIBUTIONS

The Florida Tax-Free Money Fund declares dividends on investment income
daily and pay them monthly. The Fund also makes distributions of net capital
gains, if any, at least annually.

Distribution Options

All dividends and distributions payable to a holder of Investment Shares
will be automatically reinvested in additional Investment Shares of the Fund,
unless the shareholder makes an alternative election. Shareholders may choose
to receive all distributions in cash.

TAX CONSEQUENCES

There are many important tax consequences associated with investment in the
Florida Tax-Free Money Fund. Please read

11
<PAGE>

the summary below and consult your tax advisor regarding the specific federal,
state and local tax consequences applicable to your investment.

Federal Income Taxes

The Florida Tax-Free Money Fund intends to distribute to shareholders
dividends of its net investment income and distributions of capital gains. The
income dividends distributed by the Fund are generally intended to be tax-
exempt. For any portion of the Fund not invested in tax-exempt securities,
distributions of income, whether or not they are reinvested in Fund shares, may
be subject to federal income tax. In addition, if you are subject to the
alternative minimum tax, you will have to pay tax on any portion of income
dividends attributable to investments in certain "private activity" bonds.

Capital gains distributions may be subject to federal taxation. The rate at
which you may be taxed can vary depending on the length of time the Fund holds
a security.

An exchange of the Fund's shares for shares of another Fund will be treated
as a sale of the Fund's shares and, as with all sales of Fund shares, any gain
on the transaction will be subject to federal income tax.

State Income Taxes

The state of Florida does not currently impose an income tax on individuals,
but does impose such a tax on corporations. Consequently, the income dividends
distributed by the Fund will not be subject to Florida taxation for
individuals, but may be taxable to corporate shareholders (including limited
liability company shareholders that are taxed as corporations for federal
income tax purposes).

The Fund is also intended to exempt its shareholders from Florida's
intangible personal property tax. If on the last business day of any year, the
Fund consists solely of notes, bonds and other obligations issued by the State
of Florida or its municipalities, counties and other taxing districts, or by
the U.S. government, its agencies and certain U.S. territories and possessions
(such as Guam, Puerto Rico and the Virgin Islands) the Fund's shares will be
exempt from the Florida intangible tax payable in the following year.

In order to take advantage of the exemption from the intangible tax in any
year, the Fund must sell any non-exempt assets held in its portfolio during the
year and reinvest the proceeds in exempt assets on or before the last business
day of the calendar year. Transactions costs involved in restructuring a fund
in this manner would likely reduce investment return and might exceed any
increased investment return the Fund achieved by investing in non-exempt assets
during the year.

12
<PAGE>

<TABLE>
<S> <C>
More information about the Huntington Funds is For copies of Annual or
available free upon request, including the following: Semi-Annual Reports, the
Statement of Additional
Annual and Semi-Annual Reports Information, other information
or for any other inquiries:
The Semi-Annual Report includes unaudited information
about the performance of the Huntington Funds, Call (800) 253-0412
portfolio holdings and other financial information.
The Annual Report includes similar audited Write
information as well as a letter from the Huntington The Huntington Funds
Funds portfolio managers discussing recent market 41 South High Street
conditions, economic trends and investment strategies Columbus, OH 43287
that significantly affected performance during the
last fiscal year. Log on to the Internet

Statement of Additional Information The Huntington National Bank
maintains a website,
Provides more detailed information about the http://www.huntington.com, with
Huntington Funds and its policies. A current information relating to The
Statement of Additional Information is on file with Huntington Funds. The SEC's
the Securities and Exchange Commission and is website, http://www.sec.gov,
incorporated by reference into (considered a legal contains text-only versions of
part of) this Prospectus. The Huntington Funds documents.

THE HUNTINGTON NATIONAL BANK, a subsidiary of Contact the SEC
Huntington Bancshares, Incorporated, is the
Investment Adviser, Administrator, Custodian and Call (800) SEC-0330 about
Recordkeeper of Huntington Funds. visiting the SEC's Public
Reference Room in Washington
SEI INVESTMENTS DISTRIBUTION CO. is the Distributor D.C. to review and copy
and is not affiliated with The Huntington National information about the Funds.
Bank.
Alternatively, you may send your
request and a duplicating fee to
the SEC's Public Reference
Section, Washington, D.C.
20549-6009.
</TABLE>

[logo]Huntington Funds /TM/

Huntington Funds Shareholder Services: 1-800-253-0412
Huntington Investment Company, Member NASD: 1-800-322-4600

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

Huntington Florida Tax-Free Money Fund
TRUST SHARES PROSPECTUS

November 30, 1999

[Artwork]

[logo] Huntington Funds/TM/

Huntington Funds, formerly known as Monitor Funds, are a series of mutual funds
advised by professional portfolio managers at The Huntington National Bank.

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

TABLE OF CONTENTS

<TABLE>
<S> <C>
FLORIDA TAX-FREE MONEY FUND................................................. 1
Principal Investments....................................................... 2
More Fund Information....................................................... 3
FEES AND EXPENSES........................................................... 4
ORGANIZATION OF THE TRUST................................................... 5
DISTRIBUTION OF THE FUND.................................................... 5
ABOUT PURCHASING TRUST SHARES............................................... 5
Systematic Investment Program............................................. 7
ABOUT EXCHANGING TRUST SHARES AMONG THE FUNDS............................... 7
</TABLE>

<TABLE>
<S> <C>
ABOUT REDEEMING TRUST SHARES................................................ 9
Redemption of Accounts with
Balances Under $1,000.................................................... 9
MANAGEMENT OF THE TRUST..................................................... 11
Investment Adviser........................................................ 11
Subadviser................................................................ 11
DIVIDENDS AND DISTRIBUTIONS................................................. 11
Distribution Options...................................................... 11
TAX CONSEQUENCES............................................................ 11
Federal Income Taxes...................................................... 12
State Income Taxes........................................................ 12
</TABLE>
<PAGE>

FLORIDA TAX-FREE MONEY FUND

For convenience, we may refer to The Huntington Funds as "the Trust" and to
The Huntington National Bank as "Huntington" or "the Adviser."

INVESTMENT OBJECTIVE--The Florida Tax-Free Money Fund seeks to provide the
highest level of interest income exempt from federal income tax, consistent
with liquidity and stability of principal.

Fundamental Policy: at least 65% of total assets invested in Florida tax-
exempt securities.

. diversification risk--Fund performance can be significantly affected by
the performance of one or a small number of issuers;

. concentration risk--the performance is strongly dependent on the economy
of the state of Florida and therefore more vulnerable to unfavorable
developments in Florida than funds that invest in obligations of many
states; and

As a Fund which invests in short-term fixed income securities, the Florida
Tax-Free Money 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.

As part of the Adviser's strategy to take advantage of the exemption from
Florida's intangible tax in any year, the Adviser may engage, on an annual
basis, in significant portfolio restructuring to sell non-exempt assets.

1
<PAGE>

Transaction costs involved in such restructuring may adversely affect the Fund"
performance and possibly offset any gains achieved by investing in the assets
sold.

For temporary defensive or liquidity purposes, the Fund may invest in
securities the interest on which is subject to federal income tax.

As with all mutual funds, loss of money is a risk of investing. This is true
even for the Fund which seeks to preserve the value of your investment at $1.00
per share.

The Florida Tax-Free Money Fund is also subject to a number of important
risks common to investment in most mutual funds, including:

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

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

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

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

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

For more information about the investments and risks of the Florida Tax-Free
Money 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 Florida Tax-
Free Money Fund.

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

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

2
<PAGE>

Also as part of the Fund Summary, we discuss the principal investment risks
(the risks associated with the Fund' investment objective and principal
investment strategies). There are other risks applicable to investing in the
----------------------------------------------------
Florida Tax-Free Money Fund.
- ---------------------------

Finally, we have provided a table illustrating the principal investments of
the Florida Tax-Free Money Fund.

3
<PAGE>

FEES AND EXPENSES

This table describes the fees and expenses you may pay if you buy and hold
Trust Shares of the Florida Tax-Free Money Fund.

Annual Fund Operating Expenses (expenses that are deducted from Fund assets)

<TABLE>
<CAPTION>
Distribution Total Annual
Management (12b-1) Other Fund Operating
Fees(1) Fees(1) Expenses(2) Expenses
---------- ------------ ---------- --------------
<S> <C> <C> <C>
0.50% None 0.30% 0.80%
</TABLE>

(1) For the fiscal year ending December 31, 1999, the Adviser expects to waive
0.30% in management fees for the Fund, resulting in Total Annual Fund
Operating Expenses of 0.50%. The Adviser can terminate its voluntary waiver
at any time in its sole discretion.

(2) Other expenses have been estimated for the fiscal year ending December 31,
1999.

EXAMPLE

This Example is intended to help you compare the cost of investing in the
Florida Tax-Free Money Fund with the cost of investing in other mutual funds.

<TABLE>
<CAPTION>
1 Year 3 Years
------ -------
<S> <C>
$82 $255
</TABLE>

4
<PAGE>

ORGANIZATION OF THE TRUST

Trust Shares are not subject to 12b-1 fees and are only offered to
fiduciary, advisory, agency and other similar clients of The Huntington
National Bank, its affiliates or correspondent banks. Investment Shares, which
are not offered by this Prospectus, are available to all types of investors and
are subject to 12b-1 fees. Each share class bears Fund expenses based on its
proportional share of assets, except that 12b-1 fees are borne entirely by
Investment Shares.

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 Funds.

ABOUT PURCHASING TRUST SHARES

You may purchase Trust Shares of the Florida Tax-Free Money Fund on any
business day when both the Federal Reserve Bank and the New York Stock Exchange
are open.

What Shares Cost

The offering price of a Trust Share is its net asset value (determined after
the order is considered received). The Trust calculates the net asset value per
share for the Florida Tax-Free Money Fund as of the close of business of the
New York Stock Exchange (generally 4:00 p.m. Eastern Time).

The Trust attempts to stabilize the net asset value per share for the
Florida Tax-Free Money Fund at $1.00 per share by valuing its portfolio
securities using the amortized cost method.

Notes About Purchases

In order to purchase Trust Shares on a particular day, the Trust must
receive payment before 4:00 p.m. (Eastern Time) that day. You will begin
earning dividends on the day of your investment in the Florida Tax-Free Money
Fund if the Trust receives payment before 10:30 a.m. (Eastern Time).

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

5
<PAGE>

HOW TO BUY TRUST SHARES

1. Minimum investment requirements:
.$1,000 for initial investments outside the Systematic Investment Program
.$500 for subsequent investments
.$50 for initial and subsequent investments through the Systematic
Investment Program
2. Call
.Your Huntington Account Administrator

3. Make payment
.By check payable to the Huntington Florida Tax-Free Money Fund-Trust
Shares to:

The Huntington Funds
P.O. Box 8526
Boston, MA 02266

(The Trust will treat your order as having been received once payment is
converted to federal funds by the Trust's transfer agent)

.Through the Systematic Investment Program

(Once you become a participant in the Program, your investments will be
made automatically at your requested intervals)

Other methods of acceptable payment are discussed in the Statement of
Additional Information.

6
<PAGE>

Systematic Investment Program

You may invest on a regular basis in Trust Shares of the Florida Tax-Free
Money Fund through the Systematic Investment Program. To participate, you must
open an account with the Trust by calling (800) 253-0412 and invest at least
$50 at periodic intervals.

Once you have signed up for the Program, the Trust will automatically
withdraw money from your bank account and invest it in Trust Shares of the
Florida Tax-Free Money Fund. Your participation in the Program may be canceled
if you do not maintain sufficient funds in your bank account to pay for your
investment.

ABOUT EXCHANGING TRUST SHARES AMONG THE FUNDS

On any business day when both the Federal Reserve Bank and the New York
Stock Exchange are open, you may exchange Trust Shares of the Florida Tax-Free
Money Fund for Trust Shares of any other Huntington Fund offering such shares.
The Trust makes these exchanges at net asset value (determined after the order
is considered received).

Notes About Exchanges

In order to exchange Trust Shares on a particular day, the Trust must
receive your request before 4:00 p.m. (Eastern Time) that day.

An exchange is treated as a sale for federal income tax purposes and,
depending on the circumstances, you may realize a short or long-term capital
gain or loss.

The Statement of Additional Information contains more information about
exchanges.

7
<PAGE>

HOW TO EXCHANGE TRUST SHARES

1. Satisfy the minimum account balance requirements
. You must maintain the required minimum account balance in the Florida
Tax-Free Money Fund.

2. Call
. Your Huntington Account Administrator

Write
. The Huntington Funds
P.O. Box 8526
Boston, MA 02266

3. Provide the required information
. Specify that you are exchanging OUT OF Trust Shares of the Florida
Tax-Free Money Fund
. Your account number
. The name and address on your account
. The dollar amount or number of shares to be exchanged
. Name of the Fund into which you wish to make the exchange (exchange
INTO)
. Your signature (for written requests)

(For corporations, executors, administrators, trustees and guardians, and
in certain other special circumstances, telephone exchanges will not be
available and you will need a signature guarantee in order to make an
exchange)

8
<PAGE>

ABOUT REDEEMING TRUST SHARES

You may redeem Trust Shares of the Florida Tax-Free Money 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 Trust Share will be its
net asset value (determined after the order is considered received). The Trust
calculates the net asset value per share for the Florida Tax-Free Money 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 Trust Shares of the Florida Tax-Free Money Fund on a
particular day, the Trust must receive your request before 10:30 a.m. (Eastern
Time) that day.

For redemption requests received prior to the cut-off time, usually the
proceeds will be wired or a check will be mailed on the same day; for
redemption requests received after the cut-off time, usually proceeds will be
wired or a check will be mailed the following business day after net asset
value is next determined. Proceeds are wired to an account designated in
writing by the shareholder at any domestic commercial bank which is a member of
the Federal Reserve System. Proceeds to be paid by check are sent to the
shareholder's address of record.

The Trust may terminate or modify the methods of redemption at any time. In
such case, you will be promptly notified.

Redemption of Accounts with Balances Under $1,000

Due to the high cost of maintaining accounts with low balances, if your
Trust Shares account balance in the Florida Tax-Free Money Fund falls below
$1,000, the Trust may choose to redeem those shares and close that account
without your consent. The Trust will not close any account which is held
through a retirement plan or any account whose value falls below $1,000 as a
result of changes in the Fund's net asset value. If the Trust plans to close
your account, it will notify you and provide you with 30 days to add to your
account balance.

9
<PAGE>

HOW TO REDEEM TRUST SHARES

1. Call
.Your Huntington Account Administrator

Write
.The Huntington Funds
P.O. Box 8526
Boston, MA 02266

2. Provide the required information
.Specify that you are redeeming Trust Shares of the Florida Tax-Free Money
Fund
.Your account number
.The name and address on your account
.The dollar amount or number of shares you wish to redeem
.Your signature (for written requests)

(If you request a redemption of over $50,000, request any redemption to be
sent to an address other than the address on record with the Trust or
request any redemption to be paid to a person or persons other than the
shareholder(s) of record, you will need a signature guarantee in order to
redeem)

10
<PAGE>

MANAGEMENT OF THE TRUST

Pursuant to a sub-advisory agreement with Huntington, Countrywide
Investments, Inc., whose address is 312 Walnut Street, Cincinnati, Ohio 45202,
serves as subadviser to the Fund. According to the terms of the sub-advisory
agreement, Huntington will pay to Countrywide an annual fee of 0.20% of the
Fund's average daily net assets.

Investment Adviser

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.

Subadviser

DIVIDENDS AND DISTRIBUTIONS

The Florida Tax-Free Money Fund declares dividends on investment income
daily and pays them monthly. The Fund also makes distributions of net capital
gains, if any, at least annually.

Distribution Options

All dividends and distributions payable to a holder of Trust Shares will be
automatically reinvested in additional Trust Shares of the Fund, unless the
shareholder makes an alternative election. Shareholders may choose to receive
all distributions in cash.

TAX CONSEQUENCES

There are many important tax consequences associated with investment in the
Florida Tax-Free Money Fund. Please read the summary below and consult your tax
advisor regarding the specific federal, state and local tax consequences
applicable to your investment.

11
<PAGE>

Federal Income Taxes

Capital gains distributions may be subject to federal taxation. The rate at
which you may be taxed can vary depending on the length of time the Fund holds
a security.

State Income Taxes

12
<PAGE>

<TABLE>
<S> <C>
More information about the Huntington Funds is For copies of Annual or Semi-Annual
available free upon request, including the Reports, the Statement of Additional
following: Information, other information or for
any other inquiries:
Annual and Semi-Annual Reports
Call (800) 253-0412
The Semi-Annual Report includes unaudited
information about the performance of the Huntington Write
Funds, portfolio holdings and other financial The Huntington Funds
information. The Annual Report includes similar 41 South High Street
audited information as well as a letter from the Columbus, OH 43287
Huntington Funds portfolio managers discussing
recent market conditions, economic trends and Log on to the Internet
investment strategies that significantly affected
performance during the last fiscal year. The Huntington National Bank maintains
a website, http://www.huntington.com,
Statement of Additional Information with information relating to The
Huntington Funds. The SEC's website,
Provides more detailed information about the http://www.sec.gov, contains text-only
Huntington Funds and its policies. A current versions of The Huntington Funds
Statement of Additional Information is on file with documents.
the Securities and Exchange Commission and is
incorporated by reference into (considered a legal Contact the SEC
part of) this Prospectus.
Call (800) SEC-0330 about visiting the
THE HUNTINGTON NATIONAL BANK, a subsidiary of SEC's Public Reference Room in
Huntington Bancshares, Incorporated, is the Washington D.C. to review and copy
Investment Adviser, Administrator, Custodian and information about the Funds.
Recordkeeper of Huntington Funds.
Alternatively, you may send your
SEI INVESTMENTS DISTRIBUTION CO. is the Distributor request and a duplicating fee to the
and is not affiliated with The Huntington National SEC's Public Reference Section,
Bank. Washington, D.C. 20549-6009.
</TABLE>

[logo] Huntington Funds/TM/

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

The Huntington Funds
(formerly known as The Monitor Funds)

Investment Shares and Trust Shares
of
Huntington Money Market Fund
Huntington Ohio Municipal Money Market Fund
Huntington Florida Tax-Free Money Fund
Huntington U.S. Treasury Money Market Fund
Huntington Growth Fund
Huntington Income Equity Fund
Huntington Mortgage Securities Fund
Huntington Ohio Tax-Free Fund
Huntington Michigan Tax-Free Fund
Huntington Fixed Income Securities Fund
Huntington Intermediate Government Income Fund
Huntington Short/Intermediate Fixed Income Securities Fund

Statement of Additional Information

This Statement of Additional Information contains information which may be of
interest to investors in the Huntington Funds (the "Trust") but which is not
included in the applicable Prospectuses for Trust Shares or Investment Shares.
This Statement is not a prospectus and is only authorized for distribution when
accompanied or preceded by the applicable Prospectus for Trust Shares or
Investment Shares of the Huntington Florida Tax-Free Money Fund dated November
30, 1999, as supplemented, or the applicable Prospectus dated April 30, 1999, as
supplemented, for Trust Shares or Investment Shares of the other Funds of the
Trust. This Statement should be read together with the applicable Prospectus.
Investors may obtain a free copy of a Prospectus by calling the Huntington Funds
at 800-253-0412.

April 30, 1999,
As supplemented November 30, 1999
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
DEFINITIONS.......................................................... 1
INVESTMENT PRACTICES AND RISKS....................................... 1
Common Stock....................................................... 2
Convertible Securities............................................. 2
Concentration Risk................................................. 2
Corporate Debt..................................................... 2
Credit (or Default) Risk........................................... 2
Credit-Enhanced Securities......................................... 3
Defensive Investments.............................................. 3
Dollar Roll Transactions........................................... 3
Equity Risk........................................................ 4
Equity Securities.................................................. 4
Extension Risk..................................................... 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................................. 13
Money Market Mutual Funds.......................................... 13
Mortgage-Related Securities........................................ 13
Mortgage Pass-Through Securities........................... 14
Adjustable Rate Mortgage Securities........................ 14
Derivative Mortgage Securities............................. 15
Options............................................................ 16
Preferred Stock.................................................... 19
Prepayment Risk.................................................... 19
Repurchase Agreements.............................................. 19
Restricted and Illiquid Securities................................. 20
Security-Specific Risk............................................. 20
Tax-Exempt Securities.............................................. 20
U.S. Government Securities......................................... 22
U.S. Treasury Security Futures Contracts and Options............... 23
When-Issued and Delayed Delivery Transactions...................... 23
Year 2000 Risk..................................................... 24
Zero-Coupon Securities............................................. 24
Special Risk Factors Applicable to the Ohio Tax-Exempt Funds....... 25
Special Risk Factors Applicable to the Michigan Tax-Free Fund...... 27
Special Risk Factors Applicable to the Florida Tax-Free Money
Fund............................................................... 28
INVESTMENT RESTRICTIONS.............................................. 30
Portfolio Turnover................................................. 32
MANAGEMENT OF THE TRUST.............................................. 33
Trustees and Officers.............................................. 33
Trustee Compensation............................................... 34
Investment Adviser................................................. 35
Sub-Adviser........................................................ 36
Glass-Steagall Act................................................. 37
Portfolio Transactions............................................. 38
Brokerage Allocation and Other Practices........................... 38
Administrator...................................................... 40
Sub-Administrator.................................................. 41
Distributor........................................................ 41
Distribution Plan (12b-1 Fees)..................................... 41
Custodian and Record Keeper........................................ 43
Transfer Agent and Dividend Disbursing Agent....................... 43
Independent Auditors............................................... 43
Principal Holders of Securities.................................... 43
SHAREHOLDER RIGHTS................................................... 45
ADDITIONAL INFORMATION ON PURCHASES, EXCHANGES AND REDEMPTIONS....... 46
Other Purchase Information......................................... 47
Payment in Kind............................................ 47
Sales Charge Reductions (Investment Shares)................ 48
Other Exchange Information......................................... 49
Other Redemption Information....................................... 49
DETERMINATION OF NET ASSET VALUE..................................... 49
TAXES................................................................ 53
Federal Income Taxation............................................ 53
State Taxation..................................................... 55
DIVIDENDS AND DISTRIBUTIONS.......................................... 56
Money Market Funds................................................. 56
Other Funds........................................................ 57
PERFORMANCE INFORMATION.............................................. 57
Money Market Funds................................................. 57
Other Funds........................................................ 58
Tax-Equivalency Tables............................................. 61
FINANCIAL STATEMENTS................................................. 64
APPENDIX--DESCRIPTION OF BOND RATINGS................................ 65
</TABLE>
<PAGE>

DEFINITIONS

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

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

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

"Tax-Exempt Funds" -- Ohio Municipal Money Market Fund, Ohio Tax-Free Fund,
Michigan Tax-Free Fund and Florida Tax-Free Money
Fund.

"Money Market Funds" -- Money Market Fund, Ohio Municipal Money Market Fund,
U.S. Treasury Money Market Fund and Florida Tax-Free
Money Fund.

"Trust" -- The Huntington Funds.

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

"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.

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

"Prospectus" -- Each of the separate Prospectuses for the Trust
Shares and the Investment Shares of the Funds.

"SAI" -- Statement of Additional Information.

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

The Trust was organized as a Massachusetts business trust on February 10,
1987. Originally known as The Monitor Funds, the Trust's name was changed to The
Huntington Funds on January 1, 1999.

The Trust is an open-end, management investment company consisting of
twelve separate Funds with separate investment objectives and policies. Each of
these Funds, except the Tax-Exempt Funds, is diversified. All of the Funds offer
two classes of shares known as Investment Shares and Trust Shares. This SAI
relates to both Trust Shares and Investment Shares.

INVESTMENT PRACTICES AND RISKS

The Prospectuses discuss 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. In addition, we
have included discussions relating to the special risks associated with
investment in each of the Tax-Exempt Funds.

1
<PAGE>

Common Stock

Common stock is a type of equity security which represents an ownership
interest in a corporation and the right to a portion of the assets of the
corporation in the event of liquidation. This right, however, is subordinate to
that of preferred stockholders and any creditors, including holders of debt
issued by the corporation. Owners of common stock are generally entitled to vote
on important matters. A corporation may pay dividends on common stock.

Each of the Equity 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 Equity Funds may invest in convertible securities.

Concentration Risk

When a Fund invests more than 25% of its net assets in securities of
issuers within a particular geographic region, it is subject to increased risk.
As is the case with respect to each of the Single State Funds, performance will
generally depend on the region's performance, which may differ in direction and
degree from that of the overall stock market. In addition, financial, economic,
business and political developments affecting the region may have a greater
effect on these Funds.

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.

Each of the Funds, except the U.S. Treasury Money Market Fund and the
Growth Fund, may invest in corporate bonds.

Credit (or Default) Risk

To the extent that a Fund invests in corporate debt, U.S. Government
securities, mortgage-related securities 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.

2
<PAGE>

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

All of the Funds may invest in credit-enhanced securities. The Money Market
Funds are subject to the diversification requirements relating to credit-
enhanced securities imposed by Rule 2a-7 of the 1940 Act. The Ohio Municipal
Money Market Fund may not invest, with respect to 75% of its total assets, more
than 10% of its total assets in the credit-enhanced securities of one credit
enhancer.

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. In the case of the Single State Funds, a Fund's alternative
strategies may give rise to income which is not exempt from federal or state
taxes.

Dollar Roll Transactions

A dollar roll transaction is a transactions through which a Fund sells
certain of its securities to financial institutions such as banks and broker-
dealers, and agrees to repurchase substantially similar securities at a mutually
agreed upon date and price. At the time a Fund enters into a dollar roll
agreement, it will place in a segregated custodial account assets such as U.S.
Government securities or other liquid high grade debt securities consistent with
its investment restrictions having a value equal to the repurchase price
(including accrued interest), and will subsequently continually monitor the
account to insure that such equivalent value is maintained at all times. Dollar
roll agreements involve the risk that the market value of securities sold by a
Fund may decline below the price at which it is obligated to repurchase the
securities. Dollar roll agreements are considered to be borrowings by an
investment company under the 1940 Act and, therefore, a form of leverage. A Fund
may experience a negative impact on its net asset value if interest rates rise
during the term of a dollar roll agreement. A Fund generally will invest the
proceeds of such borrowings only when such borrowings will enhance a Fund's
liquidity or when the Fund reasonably expects that the interest income to be
earned from the investment of the proceeds is greater than the interest expense
of the transaction.

Only the Mortgage Securities Fund engages in dollar roll transactions with
respect to its mortgage-related securities.

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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.

Extension Risk

Extension risk is the possibility that rising interest rates may cause
prepayments to occur at a slower than expected rate. This particular risk may
effectively change a security which was considered short- or intermediate-term
at the time of purchase into a long-term security. Long-term securities
generally fluctuate more widely in response to changes in interest rates than
short- or intermediate-term 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 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

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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 Growth Fund, Income Equity Fund, Fixed Income Securities Fund
and Short/Intermediate Fixed Income Securities Fund 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.

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

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<PAGE>

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 Growth Fund, Income Equity Fund, Fixed Income Securities Fund
and Short/Intermediate Fixed Income Securities Fund 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."

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

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<PAGE>

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 Growth Fund, Income Equity Fund, Fixed Income Securities Fund
and Short/Intermediate Fixed Income Securities Fund 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.

Each of the Growth Fund, Income Equity Fund, Fixed Income Securities Fund
and Short/Intermediate Fixed Income Securities Fund may invest in foreign
securities. Each of the Fixed Income Securities Fund and Short/Intermediate
Fixed Income Securities Fund, however, may only invest up to 10% of its net
assets in non-U.S. dollar-denominated bonds.

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

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<PAGE>

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'
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.

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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 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

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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 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

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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."

All 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 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

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<PAGE>

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, all 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 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.

The Money Market Fund, Ohio Municipal Money Market Fund and Florida
Tax-Free Money Fund may only invest in bank obligations issued by domestic
banks and U.S. branches of foreign banks subject to U.S. banking
regulation. In addition, at the time of the investment, the issuing bank
must have capital, surplus and undivided profits in excess of $100 million.
Issuing banks of obligations in which the Mortgage Securities Fund invests
must have capital, surplus and undivided profits in excess of $1 billion.

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The Michigan Tax-Free Fund is limited to investing only in dollar-
denominated obligations of: (i) U.S., Canadian, Asian or European banks
with at least $500 million in total assets; or (ii) U.S. savings and loan
associations with at least $1 billion in total assets.

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 Growth Fund, the Income Equity Fund, the Mortgage Securities
Fund, the Ohio Tax-Free Fund, the Michigan Tax-Free Fund, the Fixed Income
Securities Fund, and the Short/Intermediate Fixed Income Securities Fund may
invest up to 5% of its total assets in the shares of money market mutual funds
(other than the Trust's Money Market Funds) for liquidity purposes. The Ohio
Tax-Free Fund may not, however, invest in shares of a money market mutual fund
which generates income treated as a preference item for federal alternative
minimum tax purposes.

The Ohio Municipal Money Market Fund may invest up to 5% of its total
assets in the shares of one or more tax-exempt money market mutual funds for
liquidity purposes.

Mortgage-Related Securities

Mortgage-related securities are securities that, directly or indirectly,
represent participations in, or are secured by and payable from, loans secured
by real property. Mortgage-related securities include mortgage pass-through
securities, adjustable rate mortgage securities and derivative securities such
as collateralized mortgage obligations and stripped mortgage-backed securities.
Mortgage-related securities fall into three categories: (a) those issued or
guaranteed by the U.S. Government or one of its agencies or instrumentalities,
such as Government National Mortgage Association ("GNMA"), Federal National
Mortgage Association ("FNMA") and Federal Home Loan Mortgage Corporation
("FHLMC"); (b) those issued by non-governmental issuers that represent interests
in, or are collateralized by, mortgage-related securities issued or guaranteed
by the U.S. Government or one of its agencies or instrumentalities; and (c)
those issued by non-governmental issuers that represent an interest in, or are
collateralized by, whole mortgage loans or mortgage-related securities without a
government guarantee but usually with over-collateralization or some other form
of private credit enhancement. Non-governmental issuers include originators of
investors in mortgage loans, including savings and loan associations, mortgage
bankers, commercial banks, investment banks and special purpose subsidiaries of
the foregoing.

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There are a number of important differences both among the agencies and
instrumentalities of the U.S. Government that issue mortgage-related securities
and among the securities themselves. Ginnie Maes are Mortgage Pass-Through
Certificates issued by GNMA, which is a wholly-owned U.S. Government corporation
within the Department of Housing and Urban Development. Ginnie Maes are
guaranteed as to the timely payment of principal and interest by GNMA and GNMA's
guarantee is backed by the full faith and credit of the U.S. Treasury. In
addition, Ginnie Maes are supported by the authority of GNMA to borrow funds
from the U.S. Treasury to make payments under GNMA's guarantee. Mortgage-related
securities issued by the Federal National Mortgage Association ("FNMA") include
FNMA Guaranteed Mortgage Pass-Through Certificates (also known as "Fannie Maes")
which are solely the obligations of the FNMA. The FNMA is a government-sponsored
organization owned entirely by private stockholders. Fannie Maes are guaranteed
as to timely payment of principal and interest by FNMA but are not backed by or
entitled to the full faith and credit of the U.S. Treasury. Mortgage-related
securities issued by the Federal Home Loan Mortgage Corporation ("FHLMC")
include FHLMC Mortgage Participation Certificates (also known as "Freddie Macs"
or "PCS"). The FHLMC is a corporate instrumentality of the U.S. Government,
created pursuant to an Act of Congress, which is owned entirely by Federal Home
Loan Banks. Freddie Macs are not guaranteed by the U.S. Treasury or by any
Federal Home Loan Bank and do not constitute a debt or obligation of the U.S.
Government or of any Federal Home Loan Bank. Freddie Macs entitle the holder to
timely payment of interest, which is guaranteed by the FHLMC. The FHLMC
guarantees either ultimate collection or timely payment of all principal
payments on the underlying mortgage loans. When the FHLMC does not guarantee
timely payment of principal, FHLMC may remit the amount due on account of its
guarantee of ultimate payment of principal at any time after default on an
underlying mortgage, but in no event later than one year after it becomes
payable.

Although certain mortgage-related securities are guaranteed by a third
party or otherwise similarly secured, the market value of the security, which
may fluctuate, is not so secured. If a Fund purchases a mortgage-related
security at a premium, that portion may be lost if there is a decline in the
market value of the security whether resulting from changes in interest rates or
prepayments in the underlying mortgage collateral. As with other interest-
bearing securities, the prices of mortgage-related securities are inversely
affected by changes in interest rates. However, though the value of a mortgage-
related security may decline when interest rates rise, the converse is not
necessarily true, since in periods of declining interest rates the mortgages
underlying the security are prone to prepayment. For this and other reasons, a
mortgage-related security's effective maturity may be shortened by unscheduled
prepayments on the underlying mortgages and, therefore, it is not possible to
predict accurately the security's return to the Fund. In addition, regular
payments received in respect of mortgage-related securities include both
interest and principal. No assurance can be given as to the return a Fund will
receive when these amounts are reinvested.

The Mortgage Securities Fund, Fixed Income Securities Fund, Intermediate
Government Income Fund and Short/Intermediate Fixed Income Securities Fund may
invest in mortgage-related securities issued by the U.S. government, its
agencies or instrumentalities, and the derivative mortgage securities described
above. In addition, the Mortgage Securities Fund may invest in mortgage-related
securities issued by private entities.

Mortgage Pass-Through Securities

Mortgage pass-through securities provide for the pass-through to
investors of their pro-rata share of monthly payments (including any
prepayments) made by the individual borrowers on the pooled mortgage loans,
net of any fees paid to the guarantor of such securities and the servicer
of the underlying mortgage loans.

Adjustable Rate Mortgage Securities

Adjustable rate mortgage securities ("ARMS") are pass-through mortgage
securities collateralized by mortgages with interest rates that are
adjusted from time to time. The

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<PAGE>

adjustments usually are determined in accordance with a predetermined
interest rate index and may be subject to certain limits. While the values
of ARMS, like other debt securities, generally vary inversely with changes
in market interest rates (increasing in value during periods of declining
interest rates and decreasing in value during periods of increasing
interest rates), the values of ARMS should generally be more resistant to
price swings than other debt securities because the interest rates of ARMS
move with market interest rates. The adjustable rate feature of ARMS will
not, however, eliminate fluctuations in the prices of ARMS, particularly
during periods of extreme fluctuations in interest rates. Also, since many
adjustable rate mortgages only reset on an annual basis, it can be expected
that the prices of ARMS will fluctuate to the extent that changes in
prevailing interest rates are not immediately reflected in the interest
rates payable on the underlying adjustable rate mortgages.

ARMS typically have caps which limit the maximum amount by which the
interest rate may be increased or decreased at periodic intervals or over
the life of the loan. To the extent that interest rates increase in excess
of the caps, ARMS can be expected to behave more like traditional debt
securities and to decline in value to a greater extent than would be the
case in the absence of such caps. Also, since many adjustable rate
mortgages only reset on an annual basis, it can be expected that the prices
of ARMS will fluctuate to the extent that changes in prevailing interest
rates are not immediately reflected in the interest rates payable on the
underlying adjustable rate mortgages. The extent to which the prices of
ARMS fluctuate with changes in interest rates will also be affected by the
indices underlying the ARMS. Some indices, such as the one-year constant
maturity Treasury note rate, closely mirror changes in market interest rate
levels. Others, such as the 11th District Federal Reserve Cost of Funds
Index (often related to ARMS issued by FNMA), tend to lag changes in market
levels and tend to be somewhat less volatile.

Derivative Mortgage Securities

Collateralized mortgage obligations are derivative mortgage securities
and are debt instruments issued by special purpose entities which are
secured by pools of mortgage loans or other mortgage-related securities.
Multi-class pass-through securities are equity interests in a trust
composed of mortgage loans or other mortgage-related securities. Both are
considered derivative mortgage securities and are collectively referred to
as "CMOs." Payments of principal and interest on underlying collateral
provide the funds to pay debt service on the collateralized mortgage
obligation or make scheduled distributions on the multi-class pass-through
security.

In a CMO, a series of bonds or certificates is issued in multiple
classes. Each class of CMO, often referred to as a "tranche," is issued at
a specific coupon rate and has a stated maturity or final distribution
date. Principal prepayments on collateral underlying a CMO may cause it to
be retired substantially earlier than the stated maturities or final
distribution dates.

The principal and interest on the underlying mortgages may be
allocated among the several tranches of a CMO in many ways. For example,
certain tranches may have variable or floating interest rates and others
may provide only the principal or interest feature of the underlying
security. Generally, the purpose of the allocation of the cash flow of a
CMO to the various tranches is to obtain a more predictable cash flow to
certain of the individual tranches than exists with the underlying
collateral of the CMO. As a general rule, the more predictable the cash
flow is on a CMO tranche, the lower the anticipated yield will be on that
tranche at the time of issuance relative to prevailing market yields on
mortgage-related securities. As part of the process of creating more
predictable cash flows on most of the tranches of a CMO, one or more
tranches generally must be created that absorb most of the volatility in
the cash flows on the underlying mortgage loans. The yields on these
tranches, which may include inverse floaters, stripped mortgage-backed
securities, and Z tranches, discussed below, are generally higher than
prevailing market yields on mortgage-related securities with similar
maturities. As a result of the

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uncertainty of the cash flows of these tranches, the market prices of and
yield on these tranches generally are more volatile.

An inverse floater is a CMO tranche with a coupon rate that moves
inversely to a designated index, such as LIBOR (London Inter-Bank Offered
Rate) or COFI (Cost of Funds Index). Like most other fixed income
securities, the value of inverse floaters will decrease as interest rates
increase. Inverse floaters, however, exhibit greater price volatility than
the majority of mortgage pass- through securities or CMOs. Coupon rates on
inverse floaters typically change at a multiple of the change in the
relevant index rate. Thus, any rise in the index rate (as a consequence of
an increase in interest rates) causes a correspondingly greater drop in the
coupon rate of an inverse floater while any drop in the index rate causes a
correspondingly greater increase in the coupon of an inverse floater. Some
inverse floaters also exhibit extreme sensitivity to changes in
prepayments. Inverse floaters would be purchased by a Fund in an attempt to
protect against a reduction in the income earned on the Fund's investments
due to a decline in interest rates.

Z tranches of CMOs defer interest and principal payments until one or
more other classes of the CMO have been paid in full. Interest accretes on
the Z tranche, being added to principal, and is compounded through the
accretion period. After the other classes have been paid in full, interest
payments begin and continue through maturity. Z tranches have
characteristics similar to zero coupon bonds. Like a zero coupon bond,
during its accretion period a Z tranche has the advantage of eliminating
the risk of reinvesting interest payments at lower rates during a period of
declining market interest rates. At the same time, however, and also like a
zero coupon bond, the market value of a Z tranche can be expected to
fluctuate more widely with changes in market interest rates than would the
market value of a tranche which pays interest currently. In addition,
changes in prepayment rates on the underlying mortgage loans will affect
the accretion period of a Z tranche, and therefore also will influence its
market value.

The Mortgage Securities Fund will invest only in CMOs which are issued
by agencies or instrumentalities of the U.S. government or CMOs issued by
private organizations which are rated AAA by an NRSRO.

Stripped mortgage-backed securities ("SMBSs") may represent an
interest solely in the principal repayments or solely in the interest
payments on mortgage-backed securities). SMBSs are derivative multi-class
securities. SMBSs are usually structured with two classes and receive
different proportions of the interest and principal distributions on the
pool of underlying mortgage-backed securities. Due to the possibility of
prepayments on the underlying mortgages, SMBSs may be more interest-rate
sensitive than other securities purchased. If prevailing interest rates
fall below the level at which SMBSs were issued, there may be substantial
prepayments on the underlying mortgages, leading to the relatively early
prepayments of principal-only SMBSs (the principal-only or "PO" class) and
a reduction in the amount of payments made to holders of interest-only
SMBSs (the interest-only or "IO" class). Therefore, interest-only SMBSs
generally increase in value as interest rates rise and decrease in value as
interest rates fall, counter to changes in value experienced by most fixed
income securities. If the underlying mortgages experience slower than
anticipated prepayments of principal, the yield on a PO class will be
affected more severely than would be the case with a traditional mortgage-
related security. Because the yield to maturity of an IO class is extremely
sensitive to the rate of principal payments (including prepayments) on the
related underlying mortgage-backed securities, it is possible that a Fund
might not recover its original investment on interest-only SMBSs if there
are substantial prepayments on the underlying mortgages. A Fund's inability
to fully recoup its investment in these securities as a result of a rapid
rate of principal prepayments may occur even if the securities are rated
AAA by an NRSRO. In view of these considerations, Huntington intends to use
these characteristics of interest-only SMBSs to reduce the effects of
interest rate changes on the value of a Fund's portfolio, while continuing
to pursue current income.

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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 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 Equity and Income 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

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<PAGE>

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.

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

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<PAGE>

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, 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 Equity Funds may invest in preferred stock.

Prepayment Risk

Prepayment risk results because, as interest rates fall, homeowners are
more likely to refinance their home mortgages. When home mortgages are
refinanced, the principal on mortgage-related securities held is "prepaid"
earlier than expected. A Fund which holds mortgage-related securities which are
prepaid must reinvest the unanticipated principal payments, just at a time when
interest rates on new mortgage investments are falling. Prepayment risk has two
important effects on a Fund: (1) when interest rates fall and additional
mortgage prepayments must be reinvested at lower interest rates, income will be
reduced; and (2) when interest rates fall, prices on mortgage-backed securities
may not rise as much as comparable Treasury bonds because bond market investors
may anticipate an increase in mortgage prepayments and a likely decline in
income.

Recent market experience has shown that certain derivative mortgage
securities have a higher degree of prepayment risk and, as a result, the prices
of such securities may be highly volatile.

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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.

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, with respect to the Money Market Fund's
investments, 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). Except for the Florida Tax-Free Money Fund and
the Intermediate Government Income Fund, none of the Fund will invest more than
10% of its total assets in such securities. The Florida Tax-Free Money Fund is
limited to 10% of its net assets, while the Intermediate Government Income Fund
may invest up to 15% of its total assets in illiquid 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.

Tax-Exempt Securities

Tax-exempt securities are debt obligations the interest on which is, in the
opinion of bond counsel for the issuing governmental entity or agency, excluded
from gross income for federal income tax

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purposes. Examples of tax-exempt securities include fixed and floating or
variable rate municipal obligations, tax-exempt notes, participation, trust and
partnership interests in municipal obligations, tax-exempt commercial paper,
stand-by commitments and private activity bonds.

Tax-exempt securities are issued to obtain monies for various public
purposes, including the construction of a wide range of public facilities such
as bridges, highways, roads, schools, water and sewer works, and other
utilities. Other public purposes for which tax-exempt securities may be issued
include refunding outstanding obligations, obtaining monies for general
operating expenses and to lend to other public institutions and facilities. The
two principal classifications of tax-exempt securities are general obligation
and limited obligation (or revenue) securities. General obligation securities
are obligations involving the credit of an issuer possessing taxing power and
are payable from the issuer's general unrestricted revenues and not from any
particular fund or source. The characteristics and methods of enforcement of
general obligation securities vary according to the law applicable to the
particular issuer.

Limited obligation securities are payable only from the revenues derived
from a particular facility or class or facilities or, in some cases, from the
proceeds of a special excise or other specific revenue source, and generally are
not payable from the unrestricted revenues of the issuer. Private activity
bonds generally are limited obligation securities, the credit and quality of
which are usually directly related to the credit of the private user of the
facilities. Payment of principal of and interest on these bonds is the
responsibility of the private user (and any guarantor).

Tax-exempt notes and tax-exempt commercial paper are generally used to
provide for short-term capital needs, seasonal working capital needs of
municipalities or to provide interim construction financing, and generally have
maturities of one year or less. Tax-exempt notes include tax anticipation notes
("TANs"), revenue anticipation notes ("RANs") and bond anticipation notes
("BANs"). TANs are issued to finance working capital needs of municipalities.
Generally, they are issued in anticipation of various seasonal tax revenues,
such as income, sales, use and business taxes, and are payable from these
specific future taxes. RANs are issued in expectation of receipt of other kinds
of revenue, such as federal revenues available under the federal revenue sharing
programs. BANs are issued to provide interim financing until long-term
financing can be arranged. In most cases, the long-term bonds then provide the
money for the repayment of the notes. In most cases, tax-exempt commercial
paper is backed by letters of credit, lending agreements, note repurchase
agreements or other credit facility agreements offered by banks or other
institutions and is actively traded.

Private activity bonds (sometimes called "industrial development bonds")
may be issued by or on behalf of public authorities to obtain funds to provide
certain privately owned or operated facilities. Because dividends attributable
to interest on such bonds may not be tax exempt, it may not be desirable for an
investor to purchase shares of a Fund which invests in private activity bonds,
if such investor is a "substantial user" of facilities which are financed by
private activity bonds or industrial development bonds or a "related person" of
such a substantial user.

Tax-exempt securities may be purchased through the acquisition of
certificates of accrual or similar instruments evidencing direct ownership of
interest payments or principal payments, or both, on tax-exempt securities. In
such arrangements, any discount accruing on a certificate or instrument that is
purchased at a yield not greater than the coupon rate of interest on the related
tax-exempt securities must be exempt from federal income tax and applicable
state income taxes to the same extent as interest on such tax-exempt securities,
in the opinion of counsel to the initial seller of each such certificate or
instrument.

Tax-exempt securities may also be acquired by purchasing from banks
participation interests in all or part of specific holdings of tax-exempt
securities. Such participations may be backed in whole or in part by an
irrevocable letter of credit or guarantee of the selling bank. A Fund will have
the right to sell the interest back to the bank or other financial institutions
and draw on the letter of credit on demand, generally on seven days' notice, for
all or any part of the Fund's participation interest in the par value of

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<PAGE>

the municipal obligation plus accrued interest. Huntington will generally
exercise the demand on a letter of credit only under the following
circumstances: (1) upon default of any of the terms of the documents of the
municipal obligation, (2) as needed to provide liquidity in order to meet
redemptions, or (3) in order to maintain a high quality investment portfolio.
The selling bank may receive a fee in connection with the arrangement. Banks and
financial institutions are subject to extensive governmental regulations which
may limit the amounts and types of loans and other financial commitments that
may be made and interest rates and fees which may be charged. The profitability
of banks and financial institutions is largely dependent upon the availability
and cost of capital funds to finance lending operations under prevailing money
market conditions. General economic conditions also play an important part in
the operations of these entities and exposure to credit losses arising from
possible financial difficulties of borrowers may affect the ability of a bank or
financial institution to meet its obligations with respect to a participation
interest. A Fund which purchases a participation interest must receive an
opinion of counsel or a ruling of the Internal Revenue Service stating that
interest earned by it on the tax-exempt securities in which it holds such
participation interest is excluded from gross income for federal regular income
tax purposes and applicable state income taxes.

Prices and yields on tax-exempt securities are dependent on a variety of
factors, including general money market conditions, the financial condition of
the issuer, general conditions in the market for tax-exempt obligations, the
size of a particular offering, the maturity of the obligation and ratings of
particular issues, and are subject to change from time to time. Information
about the financial condition of an issuer of tax-exempt bonds or notes may not
be as extensive as that which is made available by corporations whose securities
are publicly traded.

Congress or state legislatures may seek to extend the time for payment of
principal or interest, or both, or to impose other constraints upon enforcement
of tax-exempt securities. There is also the possibility that, as a result of
litigation or other conditions, the power or ability of issuers to meet their
obligations to pay interest on and principal of their tax-exempt securities may
be materially impaired or their obligations may be found to be invalid or
unenforceable. Such litigation or conditions may from time to time have the
effect of introducing uncertainties in the market for tax exempt obligations or
certain segments thereof, or may materially affect the credit risk with respect
to particular bonds or notes. Adverse economic, business, legal or political
developments might affect all or a substantial portion of tax-exempt securities
in the same manner. Obligations of issuers of tax-exempt securities are subject
to the provisions of bankruptcy, insolvency and other laws, such as the Federal
Bankruptcy Code, affecting the rights and remedies of creditors.

The Internal Revenue Code of 1986, as amended (the "Code"), imposes certain
continuing requirements on issuers of tax-exempt securities regarding the use,
expenditure and investment of bond proceeds and the payment of rebates to the
United States of America. Failure by the issuer to comply subsequent to the
issuance of tax-exempt bonds with certain of these requirements could cause
interest on the bonds to become includable in gross income retroactive to the
date of issuance.

Each of the Income Funds, the Ohio Municipal Money Market Fund and the
Florida Tax-Free Money Fund may invest in tax-exempt securities. The Ohio Tax-
Free Fund may not invest in private activity bonds if the interest is treated as
a preference item for purposes of the federal alternative minimum tax.
Shareholders should consult their own tax adviser regarding the potential effect
on them (if any) of any investment in the Tax-Exempt Funds.

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.

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<PAGE>

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.

All 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 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.

Each of the Tax-Exempt Funds may purchase and sell futures contracts and
related options on U.S. Treasury securities when, in the opinion of Huntington,
price movements in U.S. Treasury security futures and related options will
correlate closely with price movements in the tax-exempt securities which are
the subject of the hedge.

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

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<PAGE>

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 Equity 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.

With the exception of the Mortgage Securities Fund, which may invest up to
35% of its total assets in securities purchased on a when-issued or delayed
delivery basis, 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.

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

Year 2000 Risk

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

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

Zero-Coupon Securities

Zero-coupon securities are debt obligations which are generally issued at a
discount and payable in full at maturity, and which do not provide for current
payments of interest prior to maturity. Zero-coupon securities usually trade at
a deep discount from their face or par value and are subject to greater market
value fluctuations from changing interest rates than debt obligations of
comparable maturities which make current distributions of interest. As a
result, the net asset value of shares of a Fund investing in zero-coupon
securities may fluctuate over a greater range than shares of other Funds and
other mutual funds investing in securities making current distributions of
interest and having similar maturities.

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<PAGE>

Zero-coupon securities may include U.S. Treasury bills issued directly by
the U.S. Treasury or other short-term debt obligations, and longer-term bonds or
notes and their unmatured interest coupons which have been separated by their
holder, typically a custodian bank or investment brokerage firm. A number of
securities firms and banks have stripped the interest coupons from the
underlying principal (the "corpus") of U.S. Treasury securities and resold them
in custodial receipt programs with a number of different names, including
Treasury Income Growth Receipts ("TIGRS") and Certificates of Accrual on
Treasuries ("CATS"). The underlying U.S. Treasury bonds and notes themselves
are held in book-entry form at the Federal Reserve Bank or, in the case of
bearer securities (i.e., unregistered securities which are owned ostensibly by
the bearer or holder thereof), in trust on behalf of the owners thereof.

In addition, the U.S. Treasury has facilitated transfers of ownership of
zero-coupon securities by accounting separately for the beneficial ownership of
particular interest coupons and corpus payments on U.S. Treasury securities
through the Federal Reserve book-entry record-keeping system. The Federal
Reserve program, as established by the U.S. Treasury Department, is known as
"STRIPS" or "Separate Trading of Registered Interest and Principal of
Securities." Under the STRIPS program, a Fund will be able to have its
beneficial ownership of U.S. Treasury zero-coupon securities recorded directly
in the book-entry record-keeping system in lieu of having to hold certificates
or other evidence of ownership of the underlying U.S. Treasury securities. When
debt obligations have been stripped of their unmatured interest coupons by the
holder, the stripped coupons are sold separately. The principal or corpus is
sold at a deep discount because the buyer receives only the right to receive a
future fixed payment on the security and does not receive any rights to periodic
cash interest payments. Once stripped or separated, the corpus and coupons
maybe sold separately. Typically, the coupons are sold separately or grouped
with other coupons with like maturity dates and sold in such bundled form.
Purchasers of stripped obligations acquire, in effect, discount obligations that
are economically identical to the zero-coupon securities issued directly by the
obligor.

Each of the Income Funds may invest in zero-coupon securities.

Special Risk Factors Applicable to the Ohio Tax-Exempt Funds

"Ohio tax-exempt securities" refer to tax-exempt securities issued by or on
behalf of the State of Ohio or its authorities, agencies, instrumentalities, and
political subdivisions, the interest on which, in the opinion of bond counsel at
the time of issuance, is exempt from both federal income tax and Ohio personal
income taxes. Since the Ohio Tax-Free Fund and the Ohio Municipal Money Market
Fund invest primarily in Ohio tax-exempt securities, the value of these Funds'
shares may be especially affected by factors pertaining to the economy of Ohio
and other factors specifically affecting the ability of issuers of Ohio tax-
exempt securities to meet their obligations. As a result, the value of the
Funds' shares may fluctuate more widely than the value of shares of a fund
investing in securities relating to a number of different states. The Ohio
Municipal Money Market Fund may invest in Ohio tax-exempt securities only if
rated at the time of purchase within the two highest grades assigned by any two
nationally recognized statistical rating organizations ("NRSROs") (or by any one
NRSRO if the obligation is rated by only that NRSRO). In addition, the Ohio
Municipal Money Market Fund may have more than 40% of its total assets invested
in securities that are credit-enhanced by domestic or foreign banks. Changes in
credit quality of these banking institutions could cause losses to this Fund and
affect its share price.

Generally, the creditworthiness of Ohio tax-exempt securities of local
issuers is unrelated to that of obligations of the State of Ohio itself, and the
state has no responsibility to make payments on those local obligations. There
may be specific factors that at particular times apply in connection with
investment in particular Ohio tax-exempt securities or in those obligations of
particular Ohio issuers. It is possible that the investment may be in
particular Ohio tax-exempt securities, or in those of particular issuers, as to
which those factors apply. However, the information below is intended only as a
general summary, and is not intended as a discussion of any specific factors
that may affect any particular obligation or issuer.

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<PAGE>

While diversifying more into the service and other non-manufacturing areas,
the Ohio economy continues to rely in part on durable goods manufacturing
largely concentrated in motor vehicles and equipment, steel, rubber products and
household appliances. As a result, general economic activity, as in many other
industrially-developed states, tends to be more cyclical than in some other
states and in the nation as a whole. Agriculture is an important segment of the
economy, with over half of the state's area devoted to farming and approximately
16% of total employment in agribusiness.

In prior years, Ohio's overall unemployment rate was commonly somewhat
higher than the national figure. For example, the reported 1990 average monthly
rate for Ohio was 5.7%, compared to the 5.5% national figure. However, for the
last seven years Ohio's rates have been below the national rates (4.6% versus
4.9% in 1997). The unemployment rate and its effects vary among geographic
areas of Ohio.

Ohio operates on the basis of a fiscal biennium for its appropriations and
expenditures, and is precluded by law from ending its July 1 to June 30 fiscal
year or fiscal biennium in a deficit position. Most state operations are
financed through the General Revenue Fund, for which the personal income and
sales-use taxes are the major sources. Growth and depletion of General Revenue
Fund ending fund balances show a consistent pattern related to national economic
conditions, with the ending fiscal year balance reduced during less favorable
and increased during more favorable economic periods. Ohio has well-established
procedures for, and has timely taken, necessary actions to ensure
resource/expenditure balances during less favorable economic periods. Those
procedures included general and selected reductions in appropriations spending.
The General Revenue Fund appropriations act for the 1998-99 biennium was passed
on June 25, 1997, and promptly signed (after selective vetoes) by the Governor.
All necessary General Revenue Fund appropriations for State debt service and
lease rental payments then projected for the biennium were included in that act.

The incurrence or assumption of debt by the State of Ohio without a vote of
the people is, with limited exceptions, prohibited by current state
constitutional provisions. The State of Ohio may incur debt, limited in amount
to $750,000, to cover casual deficits or failures in revenues or to meet
expenses not otherwise provided for. The Constitution expressly precludes the
state from assuming the debts of any local government or corporation, with
certain limited exceptions.

By constitutional amendments, Ohio voters have authorized the incurrence of
State of Ohio debt and the pledge of taxes or excises to its payment. At
September 26, 1998, $1.12 billion (excluding certain highway bonds payable
primarily from highway use receipts) of this debt was outstanding. The only
such state debt at that date still authorized to be incurred were portions of
the highway bonds, and the following: (a) up to $100 million of obligations for
coal research and development may be outstanding at any one time ($26.7 million
outstanding); (b) $240 million of obligations previously authorized for local
infrastructure improvements, no more than $120 million of which may be issued in
any calendar year ($1 billion outstanding or awaiting delivery); and (c) up to
$200 million in general obligation bonds for parks, recreation and natural
resource purposes which may be outstanding at any one time ($88.6 million
outstanding, with no more than $50 million to be issued in any one year).

State of Ohio and local agencies issue obligations that are payable from
revenues from or relating to certain facilities (but not from taxes). By
judicial interpretation, these obligations are not "debt" within constitutional
provisions. In general, payment obligations under lease-purchase agreements of
Ohio public agencies (in which certificates of participation may be issued) are
limited in duration to the agency's fiscal period, and are renewable only upon
appropriations being made available for the subsequent fiscal period.

Local school districts in Ohio receive a major portion (state-wide
aggregate approximately 44% in recent years) of their operating moneys from
state subsidies, but are dependent on local property taxes, and in 119 districts
(as of September 17, 1998) from voter-authorized income taxes, for significant
portions of their budgets. Litigation, similar to that in other states, has
been pending questioning the

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<PAGE>

constitutionality of Ohio's system of school funding. The Ohio Supreme Court has
recently concluded that aspects of the system (including basic operating
assistance and the loan program referred to below) are unconstitutional, and
ordered the state to provide for and fund a system complying with the Ohio
Constitution, staying its order for a year (to March 1998) to permit time for
responsive corrective actions. A small number of the state's 612 local school
districts have in any year required special assistance to avoid year-end
deficits. A program has provided for school district cash need borrowing
directly from commercial lenders, with diversion of state subsidy distributions
to repayment if needed. Recent borrowings under this program totaled $41.1
million for 28 districts in fiscal 1994, $71.1 million for 29 districts in
fiscal 1995 (including $29.5 million for one district), $87.2 million for 20
districts in fiscal 1996 (including $42.1 million for one district), and $113.2
million for 12 districts in fiscal 1997 (including $90 million to one district
for restructuring its prior loans), and $23.4 million for 10 districts in fiscal
1998.

For those few municipalities and school districts that on occasion have
faced significant financial problems, there are statutory procedures for a joint
state/local commission to monitor the fiscal affairs and for development of a
financial plan to eliminate deficits and cure any defaults. Similar procedures
have recently been extended to counties and townships. Since inception for
municipalities in 1979, these "fiscal emergency" procedures have been applied to
25 cities and villages; for 18 of them the fiscal situation was resolved and the
procedures terminated (one village and three cities are in preliminary "fiscal
watch" status). As of September 17, 1998, the 1996 school district "fiscal
emergency" provision had been applied to six districts, and ten districts were
on preliminary "fiscal watch" status.

At present the State of Ohio itself does not levy ad valorem taxes on real
or tangible personal property. Those taxes are levied by political subdivisions
and other local taxing districts. The Ohio Constitution has since 1934 limited
to 1% of true value in money the amount of the aggregate levy (including a levy
for unvoted general obligations) of property taxes by all overlapping
subdivisions, without a vote of the electors or a municipal charter provision,
and statutes limit the amount of that aggregate levy to 10 mills per $1 of
assessed valuation (commonly referred to as the "ten-mill limitation"). Voted
general obligations of subdivisions are payable from property taxes that are
unlimited as to amount or rate.

Although the State of Ohio's revenue obligations or its political
subdivisions may be payable from a specific project or source, including lease
rentals, there can be no assurance that economic difficulties and the resulting
impact on state and local governmental finances will not adversely affect the
market value of Ohio tax-exempt securities held in the portfolios of the Ohio
Tax-Free Fund or the Ohio Municipal Money Market Fund, or the ability of the
obligors of such Ohio tax-exempt securities to make required payments on or
leases relating to such obligations.

Special Risk Factors Applicable to the Michigan Tax-Free Fund

"Michigan tax-exempt securities" refer to tax-exempt securities issued by
or on behalf of the State of Michigan or its authorities, agencies,
instrumentalities, and political subdivisions, the interest on which, in the
opinion of bond counsel at the time of issuance, is exempt from both federal
income tax and Michigan personal income taxes. Because the Michigan Tax-Free
Fund will invest primarily in Michigan tax-exempt securities, its investment
performance is especially dependent on Michigan's prevailing economic
conditions. As a result, the value of this Fund's shares may fluctuate more
widely than the value of shares of a fund investing in securities relating to a
number of states. In addition, to provide somewhat greater investment
flexibility, the Michigan Tax-Free Fund is also a "non-diversified" fund and, as
such, is not required to meet any diversification requirements under the 1940
Act. The Michigan Tax-Free Fund may use its ability as a non-diversified fund to
concentrate its assets in the securities of a smaller number of issuers which
the Adviser deems to be attractive investments, rather than invest in a larger
number of securities merely to satisfy non-tax diversification requirements.
While the Adviser believes that the ability to concentrate its investments in
particular issuers is an advantage when investing in Michigan tax-exempt
securities, such concentration also involves a risk of loss should the issuer be
unable to make interest or principal payments or should the market value of such
securities decline. Investment in a non-diversified fund could therefore entail
greater risks than investment in a "diversified"

27
<PAGE>

fund, including a risk of greater fluctuations in yield and share price. The
Michigan Tax-Free Fund must nevertheless meet certain diversification tests to
qualify as a "regulated investment company" under the Code.

Michigan is a highly industrialized state with an economy principally
dependent upon three sectors: manufacturing (particularly durable goods,
automotive products and office equipment), tourism and agriculture. According
to the State Department of Management and Budget, the U.S. Bureau of Economic
Analysis and the U.S. Bureau of Census, Michigan's population has grown since
the 1990 Census by 5.2%, to approximately 9,774,000 people, while its civilian
labor force over 16 years of age has grown by 8.3% and personal income of its
residents has grown by over 43% during that time. Legislation in Michigan
requires that the administration prepare two economic forecasts each year, which
are presented each January and May of a given year. The state's economic
forecast for calendar years 1998 and 1999 projects healthy growth in the
national economy, and it assumes moderate inflation accompanied by steady
interest rates. Real gross domestic product is projected to grow 3.1% in
calendar 1998 and 2.0% in calendar 1999. Nationally, car and light truck sales
are expected to total 14.9 million units in both calendar 1998 and 1999.

The state's forecast for the Michigan economy reflects the national
outlook. Total wage and salary employment is projected to grow 1.7% in 1998 and
0.8% in 1999. This growth reflects the ongoing diversification of the Michigan
economy. The unemployment rate is projected to average 4.1% in 1998 and 4.4% in
1999, continuing the recent trend of Michigan's unemployment rate being below
the national average for six consecutive years.

The principal revenue sources for the state's General Fund are state taxes
from sales, personal income, single business, and excise taxes (approximately
56% of total General Fund revenues) and federal and non-tax revenues
(approximately 44% of total revenues). Under the Michigan Constitution,
expenditures from the General Fund are not permitted to exceed available
revenues. The principal expenditures from the General Fund are directed towards
education, public protection, mental and public health, and social services.
Improvements in the Michigan economy have resulted in increased revenue
collections, which, together with restraint on the expenditure side of the
budget, have produced General Fund surpluses of $81.9 million in fiscal 1995,
$196.5 million in fiscal 1996 and $12.7 million in fiscal 1997. Fiscal year 1998
General Fund revenues are expected to be $8,590.0 million, an increase of 3.2%
over the previous year. Fiscal year 1998 expenditures are projected at $8,601.7
million, an increase over fiscal 1997 of 3.5%, principally due to projected
increases in expenditures for education and public protection.

The Michigan Constitution limits the amount of total state revenues that
can be raised from taxes and certain other sources. State revenues (excluding
federal aid and revenues for payment of principal and interest on general
obligation bonds) in any fiscal year are limited to a fixed percentage of state
personal income in the prior calendar year or average of the prior three
calendar years, whichever is greater, and this fixed percentage equals the ratio
of the 1978-79 fiscal year revenues to total calendar 1977 state personal
income. If any fiscal years' revenues exceed the revenue limitation of one
percent or more, the entire amount of the excess must be related in the
following fiscal year's personal income tax or single business tax. Any excess
of less than one percent may be transferred to the state's Budget Stabilization
Fund. The unreserved balance of this Budget Stabilization Fund on September 30,
1997, was estimated to be $646.3 million.

Since 1994, Michigan has financed the principal portion of the costs of
local public school operations as a state budget item, and has shifted the
responsibility for financing such costs away from local school units. To
provide funding for these additional state budget obligations, the Legislature
has enacted a series of taxes and tax increases, and has exempted all property
in Michigan from millages levied for local and intermediate school district
operating purposes, other than millages levied for community colleges. These
additional state revenues are included within the state's constitutional revenue
limitations and may impact the state's ability to raise additional revenues in
the future.

28
<PAGE>

Although revenue obligations of Michigan or its political subdivisions may
be payable from a specific project or source, including lease rentals, there can
be no assurance that further economic difficulties will not adversely affect the
market value of municipal obligations held in the portfolio of the Michigan Tax-
Free Fund or the ability of the respective obligors to make required payments on
such obligations.

Special Risk Factors Applicable to the Florida Tax-Free Money Fund

"Florida tax-exempt securities" refer to tax-exempt securities issued by
the state of Florida and its political subdivisions, agencies, authorities and
instrumentalities and other qualifying issuers, the value of which is exempt
from the Florida intangible personal property tax, and which pay interest that
is, in the opinion of bond counsel to the issuer, excluded from gross income for
federal income tax purposes. Because the Florida Tax-Free Money Fund will invest
primarily in Florida tax-exempt securities, its investment performance is
especially dependent on Florida's prevailing economic conditions. The Florida
Tax-Free Money Fund may invest in Florida tax-exempt securities only if rated at
the time of purchase within the two highest grades assigned by any two NRSROs
(or by any one NRSRO if the obligation is rated by only that NRSRO).

In 1980, Florida ranked seventh in population among the fifty states,
having a population of 9.7 million people. The state has grown dramatically
since 1980 and, as of April 1, 1998, Florida ranked fourth in the nation, with
an estimated population of 15 million. The service and trade sectors constitute
Florida's largest employment sectors, with services currently accounting for 36%
and trade accounting for 25.5% of the state's of total non-farm employment.
Florida's manufacturing jobs exist in the high-tech and high value-added
sectors, such as electrical and electronic equipment, as well as printing and
publishing. Since 1992, Florida's non-farm jobs have increased 24.6% while U.S.
non-farm jobs increased 15.9%. From 1995 to 1997, Florida's unemployment rate
was below the nation's average. In 1998, Florida's unemployment rate was 4.5%,
while the nation's was also 4.5%.

South Florida, because of its location and involvement with foreign trade,
tourism and investment capital, is particularly susceptible to international
trade and currency imbalances and economic dislocations in Central and South
America. The central and northern portions of the state are affected by
problems in the agricultural sector, particularly in the citrus and sugar
industries. Short-term adverse economic conditions may be experienced by the
central and northern section of Florida, and in the state as a whole, due to
crop failures, severe weather conditions or other agriculture-related problems.
In addition, the state economy has historically been somewhat dependent on the
tourism and construction industries and is therefore sensitive to trends in
those sectors.

The State operates under an annual budget. Under the State Constitution
and applicable statutes, the budget as a whole and each separate fund within the
State budget must be kept in balance from currently available revenues during
each State fiscal year (July 1 through June 30). Moneys are expended pursuant to
appropriations acts. In fiscal year 1996-97, an estimated 67% of total direct
revenues were derived from State taxes and fees. Federal funds and other
special revenues accounted for the remaining revenues. The largest single
source of tax receipts in Florida is the 6% sales and use tax and the second
largest source of tax receipts (including those distributed to local
governments) is the tax on motor fuels. Other tax receipt sources include an
alcoholic beverage tax (an excise tax), a corporate income tax, a documentary
stamp tax, a gross receipts tax, intangible personal property tax and an estate
tax. The Florida lottery produced sales of $2.09 billion, of which $792.3
million was used for education, in fiscal 1996-97. Estimated revenues of
$17,779.5 million for fiscal 1998-99 represent an increase of 5% over revenues
for fiscal 1997-98. Estimated revenues for fiscal 1999-2000 of $18,555.2
million represent an increase of 4.4% over fiscal 1998-99.

Pursuant to a constitutional amendment which was ratified by the voters on
November 8, 1994, the rate of growth in state revenues in a given fiscal year is
limited to no more than the average annual growth rate in Florida personal
income over the previous five years. Revenues collected in excess of the

29
<PAGE>

limitation are to be deposited into the Budget Stabilization Fund unless 2/3 of
the members of both houses of the Legislature vote to raise the limit. The
revenue limit is determined by multiplying the average annual growth rate in
Florida personal income over the previous five years by the maximum amount of
revenue permitted under the cap for the previous year. State revenues are
defined as taxes, licenses, fees and charges for services imposed by the
Legislature as well as revenue from the sale of lottery tickets. Included among
the categories of revenues which are exempt from the proposed revenue limitation
are revenues pledged to state bonds.

Many factors, including national, economic, social and environmental
policies and conditions, most of which are not within the control of the state
or local government, could affect or adversely impact on Florida's financial
condition.

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) Except for the Tax-Exempt Funds, 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 (i) in securities
of companies primarily engaged in any one industry (other than the U.S.
Government, its agencies and instrumentalities), and (ii) with respect
to the Tax-Exempt Funds, in municipal obligations of one issuer or
which are related in such a way that, in the opinion of Huntington, an
economic, business or political development other than state-wide,
national or international development) affecting one such municipal
obligation would also affect others in a similar manner. 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 the Funds' 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) For all Funds except the Florida Tax-Free Money Fund, invest more than
10% (15% in the case of the Government Income Fund) of the value of its
total assets in illiquid securities including restricted securities,
repurchase agreements of over seven days' duration and OTC options. The
Florida Tax-Free Money Fund will not invest more than 10% of the value
of its net assets in such illiquid securities. The Money Market Fund
will not include in this limitation commercial paper issued under
Section 4(2) of the Securities Act of 1933 and certain other restricted
securities which meet the criteria for liquidity as established by the
Trustees.

(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, except
that each of the Michigan Tax-Free Fund, Intermediate Government Income
Fund and Florida Tax-Free Money Fund may borrow from banks up to 10% of
the current value of its total net assets for temporary or defensive
purposes and those borrowings may be secured by the pledge of not more
than

30
<PAGE>

15% (10% for the Florida Tax-Free Money Fund) of the current value
of its total net assets (but investments may not be purchased by these
Funds while any such borrowings are outstanding).

(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.

(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 the Funds' 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, the Trust's manager, 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% (5% in the case of
the Michigan Tax-Free Fund) 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 manager 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 Funds'
knowledge, one or more of the officers, directors or Trustees of the
Trust, the investment adviser or the

31
<PAGE>

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.

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. Under that definition, the Money Market Funds will have no
portfolio turnover. 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 years ended December 31, 1998 and 1997, the portfolio
turnover rates for each of the following Funds were as follows:

Fund 1998 1997
- ---- ---- ----
Growth Fund....................................... 11% 12%

Income Equity Fund................................ 13% 24%

Mortgage Securities Fund.......................... 17% 63%

Ohio Tax-Free Fund................................ 9% 14%

Michigan Tax-Free Fund*........................... 11% 7%

Fixed Income Securities Fund...................... 47% 116%

Intermediate Government Income Fund*.............. 9% 28%

Short/Intermediate Fixed Income Securities Fund... 60% 160%

*The 1997 portfolio turnover rates for the Michigan Tax-Free Fund and the
Intermediate Government Income Fund are actually those of the predecessor FMB
Funds for the year ended November 30, 1997. The 1998 portfolio turnover rates
for these Funds are for the year ended December 31, 1998 and include predecessor
fund data.

Portfolio turnover for the Income Equity Fund decreased in 1998 as a result
of continued strong dividend growth from existing portfolio securities and
reduced opportunities to enhance dividends in 1998 versus 1997. Portfolio
turnover for each of the Fixed Income Securities Fund and the Short/Intermediate
Fixed Income Securities Fund was lower in 1998 than in 1997 due to a decision by
the Adviser to increase corporate exposure in both Funds in 1997. Portfolio
turnover for the Ohio Tax-Free Fund was reduced in 1998 versus 1997 following
increased trading in 1997 in order to extend the average life of the portfolio.
For the Mortgage Securities Fund, decreased portfolio turnover resulted
primarily from continued

32
<PAGE>

movement towards management of the portfolio as a more traditional mortgage
fund. Decreased portfolio turnover for the Intermediate Government Income Fund
resulted primarily from a reduction in assets, fewer paydowns in 1998 than 1997
and the execution of a large swap transaction in 1997. Increased portfolio
turnover necessarily results in higher costs, including brokerage commissions,
dealer mark-ups and other transaction costs on the sale of securities and
reinvestment in other securities, and may result in the acceleration of capital
gains.

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).

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 Fund
Oaks, Pennsylvania 19456 Resources since 1996; BISYS Fund
Birth date: October 20, 1959 Services from 1995 to 1996; Senior
Vice President, Fidelity Investments
from 1981-1995.
</TABLE>

33
<PAGE>

<TABLE>
<CAPTION>
Position(s)
Held With Principal Occupation(s)
Name, Age and Address The Trust During Past Five Years
- --------------------- ---------- ----------------------
<S> <C> <C>
Robert DellaCroce Treasurer, Director, Funds Administration and
One Freedom Valley Road Controller and Chief Accounting of SEI since 1994.
Oaks, Pennsylvania 19456 Financial Officer Senior Audit Manager, Arthur
Birth date: December 17, 1963 Anderson LLP, from 1986 to 1994.

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).

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

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

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

Trustee Compensation

During the fiscal year ended December 31, 1998, the Trustees received the
following total compensation from the Trust for their services as Trustees with
respect to all of the Funds:

<TABLE>
<CAPTION>
Name and Position Compensation
----------------- ------------
<S> <C>
David S. Schoedinger, Trustee $12,500
John M. Shary, Trustee and Chairman $16,500
William R. Wise, Trustee $12,500
</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.

34
<PAGE>

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 $27 billion in
assets as of December 31, 1998, 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 agreements between the Trust and Huntington
(the "Investment Advisory Agreements"), Huntington, at its expense, furnishes a
continuous an investment program for the various 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 applicable Investment Advisory
Agreement. During the fiscal years ended December 31, 1998, 1997 and 1996,
Huntington collected the following fees:

<TABLE>
<CAPTION>
Fund 1998 1997 1996
- ---- ---- ---- ----
<S> <C> <C> <C>
Money Market Fund............................... $ 2,150,113 $ 1,438,732 $ 1,267,812

Ohio Municipal Money Market Fund................ $ 496,013/(1)/ $ 315,663/(1)/ $ 213,103/(1)/

U.S. Treasury Money Market Fund................. $ 1,089,675 $ 1,103,305 $ 904,683

Growth Fund..................................... $ 1,849,965 $ 1,249,265 $ 1,028,360

Income Equity Fund.............................. $ 1,396,117 $ 1,175,011 $ 958,682

Mortgage Securities Fund........................ $ 114,558/(2)/ $ 122,798/(2)/ $ 101,228/(2)/

Ohio Tax-Free Fund.............................. $ 333,488 $ 327,550 $ 313,954

Michigan Tax-Free Fund.......................... $ 112,389/(3)/ N/A N/A

Fixed Income Securities Fund.................... $ 817,205 $ 745,513 $ 697,359

Intermediate Government Income Fund............. $ 393,323/(4)/ N/A N/A

Short/Intermediate Fixed Income Securities Fund. $ 645,558 $ 622,863 $ 627,097
</TABLE>

35
<PAGE>

/(1)/ During the fiscal year ended December 31, 1998, gross advisory fees for
the Ohio Municipal Money Market Fund were $595,216, of which $99,203 was
voluntarily waived. During the fiscal year ended December 31, 1997, gross
advisory fees were $414,395, of which $98,732 was voluntarily waived. During
the fiscal year ended December 31, 1996, gross advisory fees were $355,171, of
which $142,068 was voluntarily waived.

/(2)/ During the fiscal year ended December 31, 1998, gross advisory fees for
the Mortgage Securities Fund were $190,930, of which $76,372 was voluntarily
waived. During the fiscal year ended December 31, 1997, gross advisory fees
were $204,663, of which $81,865 was voluntarily waived. During the fiscal year
ended December 31, 1996, gross advisory fees were $236,184, of which $134,956
was voluntarily waived. During the fiscal years ended 1996 and 1997, Huntington
paid $69,922 and $86,734, respectively, to Piper Capital Management Incorporated
("Piper"), as sub-adviser to the Mortgage Securities Fund. The Sub-Investment
Advisory Agreement between Huntington and Piper was automatically terminated
under the Investment Company Act of 1940 upon the acquisition of Piper's parent
company, Piper Jaffray Companies Inc., by U.S. Bancorp at the end of April,
1998.

/(3)/ During the fiscal year ended December 31, 1998, following the
reorganization of the FMB Michigan Tax-Free Bond Fund, gross advisory fees
earned by Huntington for the Michigan Tax-Free Fund were $130,685, of which
$18,296 was voluntarily waived. Prior to the reorganization, during the fiscal
year ended December 31, 1998, First Michigan Bank earned gross advisory fees of
$43,627, of which $11,391 was voluntarily waived.

/(4)/ During the fiscal year ended December 31, 1998, following the
reorganization of the FMB Intermediate Government Income Fund, gross advisory
fees earned by Huntington for the Intermediate Government Income Fund were
$437,025, of which $43,702 was voluntarily waived. Prior to the reorganization,
during the fiscal year ended December 31, 1998, First Michigan Bank earned gross
advisory fees of $138,474, none of which was waived.

No information on advisory fees is provided for the Florida Tax-Free Money
Fund, as that Fund had not yet commenced operations as of December 31, 1998.

The Investment Advisory Agreements provide 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 Agreements relate, 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 Agreements 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. An Investment Advisory Agreement may be amended only by a
vote of the shareholders of the affected Fund(s). The Agreements also terminate
without payment of any penalty in the event of its assignment. The Investment
Advisory Agreements provide that they 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 Investment Shares of the Funds.

Because of the internal controls maintained by Huntington to restrict the
flow of non-public information, the Funds' investments are typically made
without any knowledge of Huntington's or its affiliates' lending relationships
with an issuer.

Sub-Adviser

36
<PAGE>

Countrywide Investments, Inc., whose address is 312 Walnut Street,
Cincinnati, Ohio 45202, is the sub-adviser to the Florida Tax-Free Money Fund.
It is an indirect wholly-owned subsidiary of Countrywide Credit Industries,
Inc., the largest mortgage lender in the United States. Countrywide Investments
has been managing mutual funds since its inception in 1974 and currently serves
as the investment adviser to several proprietary investment companies.

Under the Sub-Advisory Agreement between Huntington and Countrywide
Investments, Countrywide furnishes to Huntington such investment advice,
statistical and other factual information as Huntington may reasonably request
from time to time with respect to the Florida Tax-Free Money Fund.

The Sub-Advisory Agreement may be terminated without penalty at any time by
the vote of the Trustees or by the shareholders of the Florida Tax-Free Money
Fund upon 60 days' written notice, or by Huntington or Countrywide on 120 days'
written notice. Any amendment to the Agreement must be approved by both a vote
of the Trustees and the shareholders of the Fund. The Agreement also terminates
without payment of any penalty in the event of its assignment. The Sub-Advisory
Agreement provides that it will continue in effect for two years from its
effectiveness and from year to year thereafter only so long as such continuance
is approved at least annually 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.

Glass-Steagall Act

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

Huntington believes that it possesses the legal authority to perform the
services for the Trust contemplated by the Investment Advisory Agreements.
Future changes in either federal or state statutes and regulations relating to
the permissible activities of banks or bank holding companies and the
subsidiaries or affiliates of those entities, as well as further judicial or
administrative decisions or interpretations of present and future statutes and
regulations could prevent or restrict Huntington from continuing to perform such
services for the Trust. Depending upon the nature of any changes in the
services which could be provided by Huntington, the Board of Trustees of the
Trust would review the Trust's relationship with Huntington and consider taking
all action necessary in the circumstances.

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

37
<PAGE>

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

Portfolio Transactions

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

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

Brokerage Allocation and Other Practices

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

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

38
<PAGE>

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 fiscal years ended December 31, 1998, 1997, and 1996, the Funds
named below paid the following brokerage commissions:
<TABLE>
<CAPTION>
Fund 1998 1997 1996
- ---- ---- ---- ----
<S> <C> <C> <C>
Growth Fund.............................. $154,528 $71,100 $ 76,783
Income Equity Fund....................... $ 58,920 $36,858 $107,966
</TABLE>

Brokerage commissions for the Growth Fund increased in 1998 versus 1997 as
a result of increased trading toward the end of 1998. This increase is expected
to continue into 1999. For the Income Equity Fund, brokerage commissions
increased in 1998 versus 1997 because most of the Fund's portfolio turnover in
1997 was in fixed income securities, while most of portfolio turnover in 1998
was in equity securities.

As of December 31, 1998, certain Funds held the securities of the Trust's
regular brokers or dealers or of their parents as follows:

<TABLE>
<CAPTION>
Fund Holdings (000)
- ----- --------------
<S> <C>
Money Market Fund $30,000 Goldman, Sachs & Co.
$50,851 Morgan Stanley Dean Witter

U.S. Treasury Money Market Fund $45,000 First Chicago NBD
$25,000 Lehman Brothers
$15,339 Morgan Stanley Dean Witter
$50,000 First Boston
$50,000 Goldman Sachs & Co.
$25,000 Smith Barney

Growth Fund $7,661 Prudential Bache

Income Equity Fund $3,187 Prudential Bache

Intermediate Government Income Fund $3,478 Morgan Stanley Dean Witter

Mortgage Securities $2,099 Morgan Stanley Dean Witter

Fixed Income Securities $1,111 First Chicago NBD
$937 Prudential Bache

Short/Intermediate Fixed Income Securities Fund $1,023 First Chicago NBD
$1,012 Goldman Sachs
$675 Prudential Bache
</TABLE>

39
<PAGE>

Administrator

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

The Administration Agreement became effective on January 12, 1998, and will
continue in effect for a period of two years, and thereafter will continue for
successive one year periods, unless terminated by either party on not less than
60 days' prior written notice. Under certain circumstances, the Administration
Agreement may be terminated on 45 days' prior written notice or immediately by
the Trust without prior notice. The Administration Agreement provides that
Huntington shall not be liable for any error of judgment or mistake of law or
any loss suffered by the Trust in connection with the matters to which the
Administration Agreement relates, except a loss resulting from willful
misfeasance, bad faith, or negligence in the performance of its duties, or from
the disregard by Huntington of its obligations and duties thereunder.

Prior to January 12, 1998, the Trust had retained SEI Administrative as its
administrator since January 11, 1996.

For the fiscal years ended December 31, 1998, 1997 and 1996, the Funds paid
the following fees pursuant to the applicable administration agreement with
Huntington or SEI Administrative, as the case may be:

<TABLE>
<CAPTION>
Fund 1998 1997 1996
- ---- ---- ---- ----
<S> <C> <C> <C>
Money Market Fund............................... $ 835,791 $528,872 $465,136

Ohio Municipal Money Market Fund................ $ 218,246 $151,945 $129,904

U.S. Treasury Money Market Fund................. $ 599,321 $606,818 $495,079

Growth Fund..................................... $ 339,160 $229,032 $188,542

Income Equity Fund.............................. $ 255,632 $215,419 $175,636

Mortgage Securities Fund........................ $ 42,026 $ 45,016 $ 52,094

Ohio Tax-Free Fund.............................. $ 73,368 $ 72,061 $ 68,973

Michigan Tax-Free Fund.......................... $ 28,751/(1)/ N/A N/A

Fixed Income Securities Fund.................... $ 179,786 $164,031 $153,157

Intermediate Government Income Fund............. $ 96,143/(2)/ N/A N/A

Short/Intermediate Fixed Income Securities Fund. $ 142,023 $137,030 $137,753
</TABLE>

40
<PAGE>

/(1)/ During the fiscal year ended December 31, 1998, for the period prior to
the reorganization of the FMB Michigan Tax-Free Bond Fund, SEI earned
administrative fees of $18,421.

/(2)/ During the fiscal year ended December 31, 1998, for the period prior to
the reorganization of the FMB Intermediate Government Income Fund, SEI earned
administrative fees of $61,544.

No information on administration fees is provided for the Florida Tax-Free
Money Fund, as that Fund had not yet commenced operations as of December 31,
1998.

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 0.05% of the average
daily net assets of all Funds.

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. Any front-end sales charges paid by an investor on the sale of
Investment Shares are collected by the Distributor. The Distributor reallows up
to 90% of such sales charges to dealers.

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.

Distribution Plan (12b-1 Fees)

Consistent with Rule 12b-1 under the 1940 Act, the Trust has adopted a
Distribution Plan pursuant to which it receives fees from the Funds in
connection with the sale and distribution of Investment Shares and the provision
of shareholder services. The Trust expects that the distribution efforts funded
through the use of 12b-1 fees will increase assets and therefore reduce Fund
expenses through economies of scale, and provide greater opportunities for
diversified investments.

In accordance with the Distribution Plan, the Distributor may enter into
agreements with brokers and dealers relating to distribution and/or
administrative services with respect to the Investment Shares of the Funds. The
Distributor may also enter into agreements with administrators (including
financial institutions, fiduciaries, custodians for public funds, and investment
advisers) to provide administrative services with respect to Investment Shares.
Administrative services may include, but are not limited to, the following
functions: providing office space, equipment, telephone facilities, and various
clerical, supervisory, computer, and other personnel as necessary or beneficial
to establish and maintain shareholder accounts and records; processing purchase
and redemption transactions and automatic investments of customer account cash
balances; answering routine customer inquiries regarding Investment Shares;
assisting customers in changing dividend options, account designations, and
addresses; and providing such other services as the Distributor may reasonably
request in connection with investments in Investment Shares. As of the date of
this Prospectus, The Huntington Investment Company and Huntington have entered
into agreements with the Distributor concerning the provision of administrative
services to customers of the Huntington Group who purchase Investment Shares of
the Funds.

41
<PAGE>

Payments to the Distributor under the Distribution Plan are made regardless
of expenses incurred by the Distributor in providing these services.

The Distribution Plan may be terminated with respect to any Fund by a vote
of a majority of the Independent Trustees, or by a vote of a majority of the
outstanding Investment Shares of that Fund. The Distribution Plan may be
amended by vote of the Trustees, including a majority of the Independent
Trustees, cast in person at a meeting called for such purpose, except that any
change in the Distribution Plan that would materially increase the fee payable
thereunder with respect to a Fund requires the approval of the holders of that
Fund's Investment Shares. The Trustees will review on a quarterly and annual
basis written reports of the amounts received and expended under the
Distribution Plan (including amounts expended by the Distributor to brokers,
dealers and administrators pursuant to any agreements entered into under the
Distribution Plan) indicating the purposes for which such expenditures were
made.

The Distribution Plan provides that it will continue in effect with respect
to each Fund for successive one-year periods, provided that each such
continuance is specifically approved (i) by the vote of a majority of the
Independent Trustees and (ii) by the vote of a majority of all the Trustees,
cast in person at a meeting called for such purpose. For so long as the
Distribution Plan remains in effect, the selection and nomination of those
Trustees who are not interested persons of the Trust (as defined in the 1940
Act) shall be committed to the discretion of such independent persons.

For the fiscal years ended December 31, 1998, 1997 and 1996, the Funds
named below paid the following fees pursuant to the Distribution Plan:

Fund 1998 1997 1996
---- ---- ---- ----

Money Market Fund..................... $ 224,044* $115,933* $95,463
Ohio Municipal Money Market Fund...... 113,892* 72,632* 64,977
U.S. Treasury Money Market Fund....... 58,019* 50,978* 43,791*
Growth Fund........................... 33,059 12,150 10,181
Income Equity Fund.................... 1,456 206 N/A
Mortgage Securities Fund.............. 2,715* 3,414* 4,596*
Ohio Tax-Free Fund.................... 3,816 4,358 5,106
Michigan Tax-Free Fund................ 23,613** N/A N/A
Fixed Income Securities Fund.......... 3,976 4,289 5,032
Intermediate Government Income Fund... 8,210** N/A N/A

_________________
* For the fiscal year ended December 31, 1998, gross distribution fees for the
Money Market Fund, Ohio Municipal Money Market Fund and Mortgage Securities
Fund, respectively, were $555,111, $284,729, $145,047 and $5,430, of which
$333,065, $170,837, $87,028 and $2,715 were voluntarily waived. For the fiscal
year ended December 31, 1997, gross distribution fees for the Money Market Fund,
Ohio Municipal Money Market Fund, U.S. Treasury Money Market Fund and Mortgage
Securities Fund were, respectively, $289,833, $181,580, $125,950 and $6,827, of
which $173,900, $108,948, $74,972 and $3,413 were voluntarily waived. For the
fiscal year ended December 31, 1996, gross distribution fees for the U.S.
Treasury Money Market Fund, and the Mortgage Securities Fund were, respectively,
$109,476 and $9,189, of which $65,686 and $4,593 were voluntarily waived.

** Includes distribution fees paid to SEI as distributor of the FMB Funds prior
to the reorganization with the Huntington Funds. For the fiscal year ended
December 31, 1998, gross distribution fees for the Michigan

42
<PAGE>

Tax-Free Fund and Intermediate Government Income Fund were, respectively,
$26,013 and $9,046, of which $2,400 and $836 were voluntarily waived.

No information on distribution fees is provided for the Florida Tax-Free
Money Fund, as that Fund had not yet commenced operations as of December 31,
1998.

Custodian and Record Keeper

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

Transfer Agent and Dividend Disbursing Agent

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

Independent Auditors

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

Principal Holders of Securities

Information is provided below regarding each person who owns of record or
is known by the Trust to own beneficially 5% or more of any class of shares of
any Fund. By virtue of Huntington's ownership in the Funds it is deemed to have
control of each of the Funds. Huntington, a national banking association, is an
indirect wholly-owned subsidiary of Huntington Bancshares Incorporated, a bank
holding company organized under the laws of Ohio.

As of September 21, 1999, the Trustees and officers as a group owned less
than 1% of the shares of the Trust.

As of September 21, 1999, the following shareholders of record owned 5% or
more of the outstanding Investment Shares of the Huntington Money Market Fund:
National Financial Services Corp., New York, New York, owned approximately
104,625,691 shares (31.94%), and Huntington, acting in various capacities for
numerous accounts, owned approximately 148,664,901 shares (46.60%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Money Market Fund:
Huntington, acting in various capacities for numerous accounts, owned
approximately 619,161,910 shares (99.81%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Investment Shares of the Huntington Ohio Municipal Money
Market Fund: Huntington, acting in various capacities for numerous accounts,
owned approximately 103,167,356 shares (85.64%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Ohio Municipal Money
Market Fund: Huntington, acting in various capacities for numerous accounts,
owned approximately 71,833,981 shares (100%).

43
<PAGE>

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Investment Shares of the Huntington U.S. Treasury Money
Market Fund: Huntington, acting in various capacities for numerous accounts,
owned approximately 30,313,833 shares (73.56%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington U.S. Treasury Money
Market Fund: Huntington, acting in various capacities for numerous accounts,
owned approximately 457,145,542 shares (99.62%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Investment Shares of the Huntington Florida Tax-Free
Money Fund: Huntington, acting in various capacities for numerous accounts,
owned approximately 9,418,990 shares (99.79%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Florida Tax-Free Money
Fund: Huntington, acting in various capacities for numerous accounts, owned
approximately 23,915,065 shares (100%).

As of September 21, 1999, no shareholders of record owned 5% or more of the
outstanding Investment Shares of the Huntington Growth Fund.

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Growth Fund: Huntington,
acting in various capacities for numerous accounts, owned approximately
5,732,312 shares (98.93%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Investment Shares of the Huntington Income Equity Fund:
John B. and Donaldeen A. Payne, Columbus, Ohio owned approximately 2,648 shares
(5.40%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Income Equity Fund:
Huntington, acting in various capacities for numerous accounts, owned
approximately 5,994,173 shares (97.85%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Investment Shares of the Huntington Mortgage Securities
Fund: James E. Dill, Sabina, Ohio, owned approximately 7,357 shares (5.81%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Mortgage Securities Fund:
Huntington, acting in various capacities for numerous accounts, owned
approximately 4,194,634 shares (98.27%).

As of September 21, 1999, the following shareholders of record owned 5% or
more of the outstanding Investment Shares of the Huntington Ohio Tax-Free Fund:
Ursula E.M. and William J. Umberg, Cincinnati, Ohio, owned approximately 8,546
shares (12.63%), John W. and Arlene J. Warbritton, Westerville, Ohio, owned
approximately 6,724 shares (9.94%), Michael M., Jr. and Mary Ann Machowsky,
Rossford, Ohio, owned approximately 4,612 shares (6.82%), Evelyn V. Culberson
Living Trust, Columbus, Ohio, owned approximately 4,523 shares (6.68%), and
Ellen M. Kohnhorst, Pickering, Ohio, owned approximately 3,396 shares (5.02%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Ohio Tax-Free Fund:
Huntington, acting in various capacities for numerous accounts, owned
approximately 2,532,780 shares (93.62%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Investment Shares of the Huntington Michigan Tax-Free
Fund: Donald B. Dobb Living Trust, Muskegon, Michigan, owned approximately
45,804 shares (5.65%).

44
<PAGE>

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Michigan Tax-Free Fund:
Huntington, acting in various capacities for numerous accounts, owned
approximately 2,148,020 shares (99.99%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Investment Shares of the Huntington Intermediate
Government Income Fund: S.B. Davis Company Profit Sharing Trust owned
approximately 14,156 shares (6.48%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Intermediate Government
Income Fund: Huntington, acting in various capacities for numerous accounts,
owned approximately 10,330,741 shares (99.99%).

As of September 21, 1999, the following shareholders of record owned 5% or
more of the outstanding Investment Shares of the Huntington Fixed Income
Securities Fund: William J. Umberg, Cincinnati, Ohio, owned approximately 6,198
shares (8.90%), Cincinnati Institute of Fine Arts, Cincinnati, Ohio, owned
approximately 4,674 shares (6.71%), Lillian Vinson Richardson, Gahanna, Ohio,
owned approximately 7,278 shares (10.44%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Fixed Income Securities
Fund: Huntington, acting in various capacities for numerous accounts, owned
approximately 7,454,410 shares (99.57%).

As of September 21, 1999, the following shareholder of record owned 5% or
more of the outstanding Trust Shares of the Huntington Short/Intermediate Fixed
Income Securities Fund: Huntington, acting in various capacities for numerous
accounts, owned approximately 5,814,068 shares (99.23%).

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 two classes of shares,
known as Investment Shares and Trust Shares, in the Money Market Fund, the Ohio
Municipal Money Market Fund, the U.S. Treasury Money Market Fund, Florida Tax-
Free Money Fund, the Growth Fund, the Income Equity Fund, the Mortgage
Securities Fund, the Ohio Tax-Free Fund, the Michigan Tax-Free Fund, the Fixed
Income Securities Fund, the Intermediate Government Income Fund and the
Short/Intermediate Fixed Income Securities Fund. Investment Shares of the
Short/Intermediate Fixed Income Securities Fund are not presently being offered
to the public.

Investment Shares and Trust Shares of a Fund are fully transferable. Each
class is entitled to dividends from the respective class assets of the Fund as
declared by the Trustees, and if the Trust (or a Fund) were liquidated, the
shareholders of each class would receive the net assets of the Fund attributable
to each respective class.

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 or class except (i) 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 or class, or
(ii) only holders of Investment Shares will be entitled to vote on matters
submitted to shareholder vote with respect to the Rule 12b-1 Plan applicable to
such class.

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

45
<PAGE>

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

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

Shareholder inquiries regarding Trust Shares should be directed to
Huntington, 41 South High Street, Columbus, Ohio 43215, Attn: Investor Services.

Shareholder inquiries regarding Investment Shares should be directed to The
Huntington Investment Company, 41 South High Street, Columbus, Ohio 43287.

ADDITIONAL INFORMATION ON PURCHASES, EXCHANGES AND REDEMPTIONS

Investment Shares of each of the Funds may be purchased, exchanged or
redeemed by contacting the Trust, The Huntington Investment Company or a
Huntington Personal Banker.

Trust Shares may be purchased only through fiduciary, advisory, agency and
other similar accounts maintained by or on behalf of Huntington or its
affiliates or correspondent banks. Exchanges of Trust Shares, if permitted by
the account agreement, as well as redemptions of Trust Shares, are made by
contacting the Trust.

Telephone purchase, exchange or redemption requests may be recorded and
will be binding upon an investor. Use of the telephone for exchanges or
redemptions involves the possible risk of loss, since anyone providing the
required information may be able to use the service without the shareholder's
permission. If reasonable procedures are not followed by the Trust, it may be
liable for losses due to unauthorized or fraudulent telephone instructions.

In times of extreme economic or market conditions, shareholders may have
difficulty making redemptions or exchanges by telephone. If a shareholder
cannot make contact by telephone, redemption or exchange requests should be made
in writing and sent by overnight mail to the Trust.

46
<PAGE>

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

. a trust company or commercial bank whose deposits are insured by the
Bank Insurance Fund ("BIF"), which is administered by the FDIC;
. a member of the New York, American, Midwest, or Pacific Stock
Exchanges;
. a savings bank or savings and loan association whose deposits are
insured by the Savings Association Insurance Fund ("SAIF"), which is
administered by the FDIC; or
. any other "eligible guarantor institution," as defined in the
Securities Exchange Act of 1934.

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

Other Purchase Information

Purchases of either class of shares are made at net asset value, plus (for
Investment Shares only) any applicable sales charge. All purchases are subject
to minimum purchase requirements, but these requirements may be waived by the
Distributor. Payment for Investment Shares may not be by third party check, and
any checks drawn from a bank located outside the U.S. will result in a delay in
processing until the check has cleared.

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.

Payment in Kind. In addition to payment by check, shares of a Fund may be
purchased by customers of Huntington in exchange for securities held by an
investor which are acceptable to that Fund. Investors interested in exchanging
securities must first telephone Huntington at (800) 253-0412 for instructions
regarding submission of a written description of the securities the investor
wishes to exchange. Within five business days of the receipt of the written
description, Huntington will advise the investor by telephone whether the
securities to be exchanged are acceptable to the Fund whose shares the investor
desires to purchase and will instruct the investor regarding delivery of the
securities. There is no charge for this review.

Securities accepted by a Fund are valued in the manner and on the days
described in the section entitled "Determination of Net Asset Value" as of 4:00
p.m. (Eastern Time). Acceptance may occur on any day during the five-day period
afforded Huntington to review the acceptability of the securities. Securities
which have been accepted by a Fund must be delivered within five days following
acceptance.

The value of the securities to be exchanged and of the shares of the Fund
may be higher or lower on the day Fund shares are offered than on the date of
receipt by Huntington of the written description of the securities to be
exchanged. The basis of the exchange of such securities for shares of the Fund
will depend on the value of the securities and the net asset value of Fund
shares next determined following acceptance on the day Fund shares are offered.
Securities to be exchanged must be accompanied by a transmittal form which is
available from Huntington.

A gain or loss for federal income tax purposes may be realized by the
investor upon the securities exchange depending upon the cost basis of the
securities tendered. All interest, dividends, subscription or other rights with
respect to accepted securities which go "ex" after the time of valuation become
the property of the Fund and must be delivered to the Fund by the investor
forthwith upon receipt from the

47
<PAGE>

issuer. Further, the investor must represent and agree that all securities
offered to the Fund are not subject to any restrictions upon their sale by the
Fund under the Securities Act of 1933, or otherwise.

Sales Charge Reductions (Investment Shares). Sales charges applicable in
purchases of Investment Shares may be reduced for certain investors or groups of
investors who make larger investments. Investors wishing to take advantage of
these reductions should call the Trust.

Accumulated Purchases. If an existing shareholder already owns Investment
Shares on which he or she paid a sales charge, the sales charge or any
additional purchases will be reduced if the total amount of the purchases would
make the investor eligible for a sales charge reduction.

For example, a shareholder who purchased $150,000 worth of Investment
Shares in any of the Equity or Income Funds with a 3.50% sales charge would only
pay a 2.50% sales charge on an additional $150,000 purchase.

Letter of Intent. An investor who signs a letter of intent to purchase
within a 13-month period at least $100,000 worth of Investment Shares in any
Equity Fund, or at least $500,000 worth of Investment Shares in any Income Fund
will be eligible for the applicable sales charge reduction on each purchase over
the 13-month period. Until the investor reaches the necessary threshold, the
amount of the sales charge discount will be held in escrow by the Trust.

For example, an investor who signs a letter of intent to purchase $100,000
in Investment Shares of an Equity Fund will only pay a 3.50% sales charge on all
purchases made during the period which total at least $100,000 and will deposit
0.50% or 1.00% (depending on the Fund being purchased) in escrow.

The amount held in escrow will be applied to the investor's account at the
end of the 13-month period unless the amount specified in the Letter of Intent
is not purchased. In order to qualify for a Letter of Intent, the investor will
be required to make a minimum initial investment of at least $25,000.

A Letter of Intent will not obligate the investor to purchase Investment
Shares, but if he does, each purchase during the period will be at the sales
charge applicable to the total amount intended to be purchased. The Letter of
Intent may be dated as of a prior date to include any purchases made within the
past 90 days.

Reinstatement Privilege. Every shareholder has a one-time right, within 30
days of redeeming Investment Shares, to reinvest the redemption proceeds at the
next-determined net asset value without any sales charge. The investor must
notify the Trust in writing of the reinvestment by the shareholder in order to
eliminate a sales charge. If the shareholder redeems Investment Shares and
utilizes the reinstatement privilege, there may be tax consequences.

Concurrent Purchases. For purposes of qualifying for a sales charge
reduction, a shareholder may combine concurrent purchases of Investment Shares
in two or more Equity or Income Funds. For example, if a shareholder of the
Growth Fund concurrently invests $30,000 in one Fund with a sales charge, and
$70,000 in another Fund with a sales charge, the sales charge will be reduced.
In addition, if a shareholder of the Mortgage Securities Fund, Ohio Tax-Free
Fund, Michigan Tax-Free Fund, Fixed Income Securities Fund or Intermediate
Government Income concurrently invests $50,000 in one Fund with a sales charge,
and $450,000 in another Fund with a sales charge, the sales charges will be
reduced.

To receive this sales charge reduction, the applicable Huntington Group
member must be notified in writing by the shareholder at the time the concurrent
purchases are made.

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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 and
reinvestment options 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.

Shareholders of the Money Market Funds who write checks to redeem
Investment Shares may be subject to certain checking account fees. Checks
written on these accounts may be negotiated through the shareholder's local bank
and should not be sent to the issuing bank in order to redeem Investment Shares.
Canceled checks are sent to the shareholder each month.

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.

For valuing securities in calculating net asset value, the Money Market
Funds have elected to use the amortized cost method of valuation pursuant to
Rule 2a-7 under the 1940 Act. The process of selecting securities is consistent
with the credit quality and diversification requirements of Rule 2a-7. The
amortized cost method involves valuing an instrument at its cost initially and
thereafter assuming a constant amortization to maturity of any discount or
premium, regardless of the impact of fluctuating interest rates on the market
value of the instrument. This method may result in periods during which value,
as determined by amortized cost, is higher or lower than the price a Fund would
receive if it sold the instrument. The value of securities in a Fund can be
expected to vary inversely with changes in prevailing interest rates. Pursuant
to Rule 2a-7, each of the Money Market Funds will maintain a dollar-weighted
average portfolio maturity appropriate to maintaining a stable net asset value
per share, provided that no Fund will purchase any security with a remaining
maturity of more than 397 days (except as described below) nor maintain a
dollar-weighted average maturity of greater than 90 days. Repurchase agreements
involving the purchase of securities with remaining maturities of greater than
397 days will be treated as having a maturity equal to the period remaining
until the date on which the repurchase is scheduled to occur or, where no date
is specified and the agreement is subject to a demand feature, the notice period
applicable to the demand to repurchase those securities. A variable rate
instrument, the principal amount of which is scheduled to be repaid in more than
397 days but which is subject to a demand feature, shall be deemed to have a
maturity equal to the longer of the period remaining until the next readjustment
of

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the interest rate or the period remaining until the principal amount may be
recovered through exercise of the demand feature. A floating rate instrument,
the principal amount of which is scheduled to be repaid in more than 397 days
but which is subject to a demand feature, shall be deemed to have a maturity
equal to the period remaining until the principal amount can be recovered
through demand.

The Trustees have undertaken to establish procedures reasonably designed,
taking into account current market conditions and each of the Money Market
Funds' investment objective, to stabilize the net asset value per share of each
Money Market Fund for purposes of sales and redemptions at $1.00. These
procedures include a review by the Trustees, at such intervals as they deem
appropriate, to determine the extent, if any, to which the net asset value per
share of each Fund, calculated by using available market quotations, deviates
from $1.00 per share. In the event such deviation exceeds one-half of one
percent, Rule 2a-7 requires that the Trustees promptly consider what action, if
any, should be initiated. If the Trustees believe that the extent of any
deviation from a Fund's $1.00 amortized cost price per share may result in
material dilution or other unfair results to investors, the Trustees will take
such steps as they deem appropriate to eliminate or reduce to the extent
reasonably practicable any such dilution or unfair results. These steps may
include selling portfolio instruments prior to maturity, shortening the Fund's
average portfolio maturity, withholding or reducing dividends, reducing the
number of a Fund's outstanding shares without monetary consideration, or
utilizing a net asset value per share based on available market quotations. In
addition, if Huntington becomes aware that any Second Tier Security or Unrated
Security held by a Fund has received a rating from any NRSRO below the NRSRO's
two highest rating categories, the procedures adopted by the Trustees in
accordance with Rule 2a-7 require Huntington to dispose of such security unless
(i) the sale would cause the deviation between the Fund's amortized cost and
market-determined values per share to exceed 0.40 of 1% (in which case the
Trustees will meet to determine what action to take) or (ii) the Trustees
reassess the credit quality of the security and determine that it is in the best
interests of shareholders to retain the investment. In the event a Fund holds a
defaulted security, a security that has ceased to be an Eligible Security, or a
security that has been determined to no longer present minimal credit risks,
Rule 2a-7 requires the Fund to dispose of the security unless the Trustees
determine that such action is not in the best interest of shareholders. The
Rule requires each Fund to limit its investments to securities determined to
present minimal credit risks based on factors in addition to ratings assigned a
security by an NRSRO and which are at the time of acquisition Eligible
Securities.

Rule 2a-7, as amended, defines the terms NRSRO, Requisite NRSROs, Eligible
Securities, Rated Securities, Unrated Securities, Demand Features, Guarantees,
Unconditional Demand Features, First Tier Securities and Second Tier Securities
in establishing risk limiting conditions for money market mutual funds.

A summary of those definitions follows:

"NRSRO" is any nationally recognized statistical rating organization as
that term is used in the Securities Exchange Act of 1934, that is not an
affiliated person of the issuer, guarantor or provider of credit support for the
instrument. While the Appendix to the Statement of Additional Information
identifies each NRSRO, examples include Standard & Poor's Ratings Group
("Standard & Poor's"), Moody's Investors Service, Inc. ("Moody's") and Fitch
Investors Service, Inc.

"Requisite NRSROS" means (i) any two NRSROs that have issued a rating with
respect to a security or class of debt obligations of an issuer, or (ii) if only
one NRSRO has issued a rating with respect to such security or class of debt
obligations of an issuer at the time the fund acquired the security, that NRSRO.

"Eligible Securities" are defined as (i) Rated Securities with a remaining
maturity of 397 or less days and which have received rating in one of the two
highest rating categories; (ii) Unrated Securities that are of comparable
equality, provided that an Unrated Security is not an Eligible Security if the
security has received a long-term rating from any NRSRO that is not within the
NRSRO's three highest long-term rating

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categories, unless the security has received a long-term rating from an NRSRO in
one of the three highest rating categories, and provided that certain asset
backed securities shall not be Eligible Securities unless they have received a
rating from an NRSRO; and (iii)a security that is subject to a Demand Feature or
Guarantee whether the Guarantee has received a rating from an NRSRO or the
Guarantee is issued by a guarantor that has received a rating from an NRSRO with
respect to a class of debt obligations (or any debt obligation within that
class) that is comparable in priority and security to the Guarantee, or another
institution, has undertaken promptly to notify the holder of the security in the
event the Demand Feature or Guarantee is substituted with another Demand Feature
or Guarantee.

"Rated Securities" include (i) securities that have received a short-term
rating from an NRSRO, or have been issued by an issuer that has received a
short-term rating from an NRSRO with respect to a class of debt obligations (or
any debt obligation within that class) that is comparable in priority and
security, or (ii) securities that are subject to a Guarantee that has received a
short-term rating from an NRSRO, or a Guarantee issued by a guarantor that has
received a short-term rating from an NRSRO with respect to a class of debt
obligations (or any debt obligation within that class) that is comparable in
priority and a security with the Guarantee. In either case, a security is not a
Rated Security if it is subject to an external credit support agreement that was
no in effect when the security was assigned its rating, unless the security has
received a short-term rating reflecting the existence of the credit support or
the credit support itself has received a short-term rating.

"Unrated Securities" are any securities that are not Rated Securities.

"Demand Feature" is (i) a feature permitting the holder of a security to
sell the security at an exercise price equal to the approximate amortized cost
of the security plus accrued interest, if any, at the time of exercise, provided
that such feature must be exercisable either at any time on no more than 30
calendar days' notice or at specified intervals not exceeding 397 calendar days
and upon no more than 30 calendar days' notice; or (ii) a feature permitting the
holder of certain asset backed securities unconditionally to receive principal
and interest within 397 calendar days of making demand.

"Guarantee" is an unconditional obligation of a person other than the
issuer of the security to undertake to pay, upon presentment by the holder of
the Guarantee (if required), the principal amount of the underlying security
plus accrued interest when due or upon default, or, in the case of an
Unconditional Demand Feature, an obligation that entitles the holder to receive
upon exercise the approximate amortized cost of the underlying security or
securities, plus accrued interest, if any. A Guarantee includes a letter of
credit, financial guaranty (bond) insurance, and an Unconditional Demand Feature
(other than an Unconditional Demand Feature provided by the issuer of the
security).

"Unconditional Demand Feature" means a Demand Feature that by its terms
would be readily exercisable in the event of a default in payment of principal
or interest on the underlying security or securities.

"First Tier Security" means any (i) Rated Security which has received the
highest short-term rating by the Requisite NRSROs for debt obligations, (ii) any
Unrated Security that is of comparable quality, (iii) any security issued by a
registered investment company that is a money market fund, or (iv) certain
government securities.

"Second Tier Security" means any Eligible Security that is not a First Tier
Security.

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 Equity 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

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<PAGE>

estimated by an Authorized Pricing Service. For the Income Funds, securities
traded on a national securities exchange or in the over-the-counter market are
valued at their last-reported sale price or, if there is no reported sale, at a
bid price estimated by an Authorized Pricing Service. For other debt securities,
including zero-coupon securities, and foreign securities, an Authorized Pricing
Service will be used.

U.S. government securities held by the Mortgage Securities Fund are valued
at the mean between the over-the-counter bid and asked prices as furnished by an
Authorized Pricing Service.

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.

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TAXES

Federal Income Taxation

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

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

(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 thus a Fund could not pay exempt-interest or capital
gains dividends.

If a Fund fails to distribute in a calendar year substantially all of its
ordinary income for such year and substantially all of its net capital gains for
the year ending October 31 (or later if the Fund is permitted so to elect and so
elects), plus any retained amount from the prior year, the Fund will be subject
to a 4% excise tax on the undistributed amounts. Each Fund intends generally to
make distributions sufficient to avoid imposition of the 4% excise tax.

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.

Exempt-interest dividends. A Fund will be qualified to pay exempt-interest
dividends to its shareholders only if, at the close of each quarter of the
Fund's taxable year, at least 50% of the total value of the Fund's assets
consists of obligations the interest on which is exempt from federal income tax.
If a Fund intends to pay only exempt-interest dividends, the Fund may be limited
in its ability to engage in such

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<PAGE>

taxable transactions as forward commitments, repurchase agreements, financial
futures, and options contracts on financial futures, tax-exempt bond indices,
and other assets. In general, exempt-interest dividends, if any, attributable to
interest received on certain private activity bonds and certain industrial
development bonds will not be tax-exempt to any shareholders who are
"substantial users" of the facilities financed by such bonds or who are "related
persons" of such substantial users (within the meaning of Section 147(a) of the
Code). Recipients of certain Social Security and Railroad Retirement benefits
may have to take into account exempt-interest dividends from the Fund in
determining the taxability of such benefits. Shareholders should consult their
own tax adviser regarding the potential effect on them (if any) of any
investment in the Fund. A Fund which is qualified to pay exempt-interest
dividends will inform investors within 60 days of the Fund's fiscal year end of
the percentage of its income distributions designated as tax-exempt. The
percentage is applied uniformly to all distributions made during the year.

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.

Foreign Tax Credit. If more than 50% of a Fund's assets at year end
consists of the stock or securities in foreign corporations, that Fund intends
to qualify for and make the election permitted under Section 853 of the Code so
that shareholders will be able to claim a credit or deduction on their income
tax returns for, and will be required to treat as part of the amount distributed
to them, their pro rata portion of qualified taxes paid by the Fund to foreign
countries (which taxes relate primarily to investment income). Shareholders who
do not itemize on their federal income tax returns may claim a credit (but no
deduction) for such foreign taxes. A shareholder's ability to claim such a
foreign tax credit will be subject to certain limitations imposed by the Code,
as a result of which shareholders may not get a full credit or deduction for the
amount of foreign taxes so paid by the Fund. A Fund's investments in foreign
securities may be subject to withholding taxes at the source on dividends or
interest payments.

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 advisers with specific reference to their own tax situation.

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State Taxation

Florida. Florida does not impose an income tax on individuals. Thus,
individual shareholders of the Florida Tax-Free Money Fund will not be subject
to any Florida state or local income taxes on distributions received from the
Florida Tax-Free Money Fund.

Florida does impose a state income tax on the income of corporations,
limited liability companies (that are subject to federal income taxation) and
certain trusts (excluding probate and testamentary trusts), and this tax is
allocated or apportioned to Florida. For those types of shareholders, in
determining income subject to Florida corporate income tax, Florida generally
"piggy-backs" federal taxable income concepts, subject to adjustments that are
applicable to all corporations and some adjustments that are applicable to
certain classes of corporations. In regard to the Florida Tax-Free Money Fund,
the most significant adjustment is for interest income from state and local
bonds that is exempt from tax under Section 103 of the Code. Provided that the
Florida Tax-Free Money Fund qualifies as a regulated investment company under
the Code and complies with the requirement that at least 50% of the value of its
assets at the close of each quarter of its taxable year be invested in state,
municipal or other obligations the interest on which is exempt from tax under
Section 103 of the Code, corporate shareholders of the Florida Tax-Free Money
Fund may receive Section 103 interest income from Florida Tax-Free Money Fund
distributions. While Section 103 interest income is generally excluded from
taxable income for federal income tax purposes, it is added back to taxable
income for Florida corporate income tax purposes (only 40% of such income is
added back for corporate taxpayers subject to Florida alternative minimum tax).
Consequently, the portion of the Section 103 interest income (or 40% of that
amount for corporate taxpayers subject to the Florida alternative minimum tax)
allocated or apportioned to Florida of a corporate Florida Tax-Free Money Fund
shareholder arising from Florida Tax-Free Money Fund distributions is subject to
Florida corporate income taxes. Other distributions from the Florida Tax-Free
Money Fund to corporate shareholders, to the extent allocated or apportioned to
Florida, may also be subject to Florida income tax.

Provided that on January 1 of a given year at least 90% of the net asset
value of the portfolio of assets of the Florida Tax-Free Money Fund is comprised
of notes, bonds, and other obligations issued by the State of Florida or its
municipalities, counties and other taxing districts, the U.S. Government and its
agencies, Puerto Rico, Guam and the Virgin Islands, and other investments exempt
from Florida intangible personal property tax, shares of the Florida Tax-Free
Money Fund will not be subject to Florida intangible personal property taxes for
that year. If the Florida Tax-Free Money Fund fails to meet this 90% test, then
the entire value of the Florida Tax-Free Money Fund shares (except for that
portion of the value attributable to U.S. government obligations) will be
subject to the Florida intangible personal property tax.

Shareholders of the Florida Tax-Free Money Fund should consult their tax
advisers about other state and local tax consequences of their investments in
the Florida Tax-Free Money Fund.

Michigan. Provided that the Michigan Tax-Free Fund qualifies as a
regulated investment company under the Code and complies with the requirement
that at least 50% of the value of its assets at the close of each quarter of its
taxable year be invested in state, municipal or other obligations the interest
on which is exempt from tax under Section 103 of the Code, individual
shareholders of the Michigan Tax-Free Fund residing in Michigan will not be
subject to Michigan personal income tax or personal income taxes imposed by
cities in Michigan, and corporate shareholders will not be subject to the
Michigan single business tax, on distributions received from the Michigan Tax-
Free Fund to the extent such distributions are attributable to interest on tax-
exempt obligations of the State of Michigan or any municipality, political
subdivision or governmental agency or instrumentality thereof or on obligations
issued by the Governments of Puerto Rico, the Virgin Islands and Guam. Other
distributions from the Michigan Tax-Free Fund, including those related to long-
term and short-term capital gains, will generally not be exempt from the
Michigan personal income tax or single business tax. The Michigan Department of
Treasury has issued rulings which confirm these state tax consequences for
Michigan resident individuals and

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<PAGE>

corporations. Shareholders of the Michigan Tax-Free Fund should consult their
tax advisers about other state and local tax consequences of their investments
in the Michigan Tax-Free Fund.

Ohio. Distributions with respect to shares of the Ohio Municipal Money
Market Fund and the Ohio Tax-Free Fund that are property attributable to
interest on, or profit made on the sale, exchange, or other disposition of,
obligations issued by or on behalf of the State of Ohio, its agencies,
instrumentalities and political subdivisions, are exempt from the Ohio personal
income tax and municipal and school district income taxes in Ohio, provided that
the Ohio Municipal Money Market Fund or the Ohio Tax-Free Fund, as the case may
be, continues to qualify as a regulated investment company for federal income
tax purposes and complies with the requirement that at least 50% of the value of
its assets at the close of each quarter of its taxable year be invested in
state, municipal or other obligations the interest on which is exempt from tax
under Section 103 of the Code and (ii) it is assumed that the regulated
investment company and 50% requirements described above are satisfied.

Distributions are excluded from the net income base of the Ohio corporation
franchise tax to the extent that such Distributions are either excluded from
gross income for federal income tax purposes or are properly attributable to
interest on, or profit made on the sale, exchange or other disposition of, Ohio
tax-exempt securities. However, shares of the Ohio Municipal Money Market Fund
and the Ohio Tax-Free Fund will be includable in the computation of net worth
for purposes of such tax.

Distributions that are properly attributable to interest on obligations of
the U.S. or its territories or possessions or of any authority, commission or
instrumentality of the U.S. the interest on which is exempt from state income
taxes under the laws of the U.S. (including the obligations of the Governments
of Puerto Rico, the Virgin Islands and Guam) are exempt from the Ohio personal
income tax and municipal and school district income taxes in Ohio, and,
provided, in the case of such territorial obligations such interest is excluded
from gross income for federal income tax purposes, are excluded from the net
income base of the Ohio corporation franchise tax.

Other Distributions will generally not be exempt from Ohio income tax.

Shareholders of the Ohio Municipal Money Market Fund and the Ohio Tax-Free
Fund should consult their tax advisers about other state and local tax
consequences of their investments in the Ohio Municipal Money Market Fund and
the Ohio Tax-Free Fund.

DIVIDENDS AND DISTRIBUTIONS

Money Market Funds

The net investment income of each class of shares of each Money Market Fund
is determined as of 4:00 p.m. (Eastern Time) each Business Day. All of the net
investment income so determined normally will be declared as a dividend daily to
shareholders of record of each class as of the close of business and prior to
the determination of net asset value. Unless the Business Day before a weekend
or holiday is the last day of an accounting period, the dividend declared on
that day will include an amount in respect of the Fund's income for the
subsequent non-business day or days. No daily dividend will include any amount
of net income in respect of a subsequent semiannual accounting period.
Dividends declared during any month will be invested as of the close of business
on the last calendar day of that month (or the next Business Day after the last
calendar day of the month if the last calendar day of the month is a non-
business day) in additional shares of the same class of the Fund at the net
asset value per share, normally $1.00, determined as of the close of business on
that day, unless payment of the dividend in cash has been requested.

Net income of a class of shares of a Money Market Fund consists of all
interest income accrued on portfolio assets less all expenses of the Fund and
the class and amortized market premium.

56
<PAGE>

Amortized market discount is included in interest income. None of the Money
Market Funds anticipates that it will normally realize any long-term capital
gains with respect to its portfolio securities.

Normally each class of shares of the Money Market Funds will have a
positive net income at the time of each determination thereof. Net income may
be negative if an unexpected liability must be accrued or a loss realized. If
the net income of a class or classes of shares of a Money Market Fund determined
at any time is a negative amount, the net asset value per share of such class or
classes will be reduced below $1.00 unless one or more of the following steps,
for which the Trustees have authority, are taken: (1) reduce the number of
shares in each shareholder's account of the applicable class or classes, (2)
offset each shareholder's pro rata portion of negative net income against the
shareholder's accrued dividend account or against future dividends with regard
to the applicable class or classes, or (3) combine these methods in order to
seek to obtain the net asset value per share of the applicable class or classes
at $1.00. The Trustees may endeavor to restore a Fund's net asset value per
share to $1.00 by not declaring dividends from net income on subsequent days
until restoration, with the result that the net asset value per share will
increase to the extent of positive net income which is not declared as a
dividend.

Should a Money Market Fund incur or anticipate, with respect to its
portfolio, any unusual or unexpected significant expense or loss which would
affect disproportionately the Fund's income for a particular period, the
Trustees would at that time consider whether to adhere to the dividend policy
described above or to revise it in light of the then prevailing circumstances in
order to ameliorate, to the extent possible, the disproportionate effect of such
expense or loss on then existing shareholders. Such expenses or losses may
nevertheless result in a shareholder's receiving no dividends for the period
during which the shares are held and receiving upon redemption a price per share
lower than that which was paid.

Other Funds

Each of the Funds other than the Money Market Funds will declare and
distribute dividends from net investment income of each class of shares, if any,
and will distribute its net realized capital gains, with respect to each class
of shares, 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. Performance of Trust Shares, as compared to Investment
Shares, will normally be higher because Investment Shares are subject to
distribution (12b-1) fees.

Money Market Funds

Generally, the Money Market Funds will advertise seven-day yields and
seven-day effective yields. In addition, the Ohio Municipal Money Market Fund
and the Florida Tax-Free Money Fund may also advertise tax-equivalent yields.

The yield for each class of shares of a Money Market Fund is computed by
determining the percentage net change, excluding capital changes and any income
other than investment income, in the value of a hypothetical pre-existing
account having a balance of one share at the beginning of the period,
subtracting a charge reflecting any deductions from shareholder accounts, and
dividing the difference by the value of the account at the beginning of the base
period to obtain the base period return, and then multiplying the base period
return by 365/7 (or approximately 52 weeks).

57
<PAGE>

The effective yield for each class of shares of a Fund represents a
compounding of the base period return by adding 1, raising the sum to a power
equal to 365/7, and subtracting 1 from the result, according to the following
formula:

Effective Yield = [ (BasePeriodReturn + 1) /365/7/] - 1

Tax-equivalent yield is computed by dividing the portion of a Fund's yield
that is tax-exempt by 1 minus a stated income tax rate and adding the quotient
to that portion, if any, of the Fund's yield that is not tax-exempt.

Based on the seven-day period ended December 31, 1998 (the "base period"),
the yield and effective yield of the Trust Shares of each of the Money Market
Funds were as follows:

Fund-Trust Shares Yield Effective Yield
----------------- ----- ---------------

Money Market Fund................. 4.67% 4.78%
Ohio Municipal Money Market Fund.. 3.22% 3.27%
U.S. Treasury Money Market Fund... 4.39% 4.49%

Based on the seven-day period ended December 31, 1998 (the "base period"),
the yield and effective yield of the Investment Shares of the Money Market Funds
listed below were as follows:

Fund-Investment Shares Yield Effective Yield
---------------------- ----- ---------------

Money Market Fund................. 4.57% 4.67%
Ohio Municipal Money Market Fund.. 3.12% 3.17%
U.S. Treasury Money Market Fund... 4.29% 4.38%

The tax-equivalent yield for Trust Shares of the Ohio Municipal Money
Market Fund for the seven-day period ended December 31, 1998, was 6.09%
(assuming a 39.6% federal income tax bracket and a 7.5% Ohio income tax
bracket).

The tax-equivalent yield for Investment Shares of the Ohio Municipal Money
Market Fund for the seven-day period ended December 31, 1998, was 5.90%
(assuming a 39.6% federal income tax bracket and a 7.5% Ohio income tax
bracket).

Other Funds

Generally, the Equity and Income Funds will advertise average annual total
returns. In addition, the Ohio Tax-Free Fund and the Michigan Tax-Free Fund may
advertise thirty-day tax-equivalent yields.

In accordance with SEC guidelines, the average annual total return for each
class of shares is calculated according to the following formula:

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

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.

58
<PAGE>

In accordance with SEC guidelines, the yield for each class of shares of an
Equity or Income 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:

Yield = 2[(a-b/cd + 1) /6/ +1]

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.

In accordance with SEC guidelines, the tax-equivalent yield for each class
of the Equity and Income Funds is computed by dividing the portion of the yield
that is tax-exempt by 1 minus a stated income tax rate and adding the quotient
to that portion, if any, of the yield that is not tax-exempt.

The average annual total returns for Investment Shares of each of the
following Funds (including the effect of the sales load) for the one-year and
five-year periods and for the life of the respective Fund through December 31,
1998, were as follows:

Fiscal Year Five Years Inception
Fund Ended Ended Through
Investment Shares 12/31/98 12/31/98 12/31/98
- ----------------- -------- -------- --------

Growth Fund................... 13.53% 18.90% 14.80%

Income Equity Fund............ 11.10% N/A 16.85%

Ohio Tax-Free Fund............ 2.81% 3.93% 5.08%

Michigan Tax-Free Fund*....... -0.10% 4.09% 5.33%

Fixed Income Securities Fund.. 6.73% 5.81% 7.49%

Mortgage Securities Fund...... 3.95% 3.44% 5.86%

Intermediate Government
Income Fund*................ 2.59% 4.71% 5.71%

__________
* Performance shown includes the applicable predecessor FMB Fund.

The average annual total returns for Trust Shares of each of the following
Funds for the one-year, five-year and ten-year periods and for the life of the
respective Fund through December 31, 1998, were as follows:

Fiscal Year Five Years Ten Years Inception
Fund Ended Ended Ended Through
Trust Shares 12/31/98 12/31/98 12/31/98 12/31/98
- ------------ -------- -------- -------- --------
Growth Fund................... 18.55% 20.16% N/A 14.80%

Income Equity Fund............ 17.79% 17.09% N/A 12.44%

Ohio Tax-Free Fund............ 5.16% 4.61% 5.97% 5.91%

59
<PAGE>

Michigan Tax-Free Fund*....... 5.18% 5.26% N/A 6.18%

Fixed Income Securities Fund.. 9.18% 6.51% N/A 7.99%

Mortgage Securities Fund...... 6.41% 4.05% N/A 6.39%

Intermediate Government
Income Fund*.................. 8.00% 5.88% N/A 6.57%

Short/Intermediate
Fixed Income Securities Fund.. 7.13% 5.82% N/A 7.21%

__________
* Performance shown includes the applicable predecessor FMB Fund.

The tax-equivalent yield for the Investment Shares of the Ohio Tax-Free
Fund for the thirty-day period ended December 31, 1998, was 6.33% (assuming a
39.6% federal income tax bracket and a 7.5% Ohio income tax bracket).

The tax-equivalent yield for Investment Shares of the Michigan Tax-Free
Fund for the thirty-day period ended December 31, 1998, was 6.54% (assuming a
39.6% federal income tax bracket and a 4.4% Michigan income tax bracket).

The tax-equivalent yield for the Trust Shares of the Ohio Tax-Free Fund for
the thirty-day period ended December 31, 1998, was 5.86% (assuming a 39.6%
federal income tax bracket and a 7.5% Ohio income tax bracket).

The tax-equivalent yield for the Trust Shares of the Michigan Tax-Free Fund
for the thirty-day period ended December 31, 1998, was 6.07% (assuming a 39.6%
federal income tax bracket and a 4.4% Michigan income tax bracket).

60
<PAGE>

Tax-Equivalency Tables

The Ohio Municipal Money Market Fund and the Ohio Tax-Free Fund, with
respect to both classes of shares, may use a tax equivalency table in
advertising and sales literature. The interest earned on tax-exempt securities
in either Fund's portfolio generally remains free from federal regular income
tax and is free from Ohio personal income taxes. The tables below provide tax-
equivalent yields for selected tax-exempt yields. Some portion of either Fund's
income may result in liability under the federal alternative minimum tax and may
be subject to state and local taxes.

<TABLE>
<CAPTION>
====================================================================================================================================
TAXABLE YIELD EQUIVALENT FOR 1998
COMBINED FEDERAL AND STATE OF OHIO INCOME TAXES

SINGLE RETURN
Federal Tax Rate:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
15.00% 28.00% 28.00% 31.00% 31.00% 31.00% 36.00% 36.0% 39.60%
Combined Federal and State Tax Rate:
18.43% 30.91% 31.40% 34.25% 34.72% 35.32% 40.00% 40.35% 43.71%
Taxable Income
Brackets: $ 1- $ 25,351- $ 40,001- $ 61,401- $ 80,001- $ 100,000- $ 128,101- $ 200,001- Over
$25,350 $ 40,000 $ 61,400 $ 80,000 $100,000 $ 128,100 $ 200,000 $ 278,450 $278,450
- ------------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Yield Taxable Yield Equivalent
- ------------------------------------------------------------------------------------------------------------------------------------
1.50% 1.84% 2.17% 2.19% 2.28% 2.30% 2.32% 2.50% 2.52% 2.67%
2.00% 2.45% 2.89% 2.91% 3.04% 3.06% 3.10% 3.33% 3.35% 3.55%
2.50% 3.06% 3.62% 3.64% 3.80% 3.83% 3.87% 4.17% 4.19% 4.44%
3.00% 3.68% 4.34% 4.37% 4.56% 4.60% 4.64% 5.00% 5.03% 5.33%
3.50% 4.29% 5.07% 5.10% 5.32% 5.36% 5.41% 5.83% 5.87% 6.22%
4.00% 4.90% 5.79% 5.83% 6.08% 6.13% 6.18% 6.67% 6.71% 7.11%
4.50% 5.52% 6.51% 6.56% 6.84% 6.89% 6.96% 7.50% 7.54% 7.99%
5.00% 6.13% 7.24% 7.29% 7.60% 7.66% 7.73% 8.33% 8.38% 8.88%
5.50% 6.74% 7.96% 8.02% 8.37% 8.42% 8.50% 9.17% 9.22% 10.06%
6.00% 7.36% 8.68% 8.75% 9.13% 9.19% 9.28% 10.00% 10.06% 10.66%
====================================================================================================================================
</TABLE>
Note: The maximum marginal tax rate for each bracket was used in calculating
the taxable yield equivalent. Furthermore, additional state and local taxes
paid on comparable taxable investments were not used to increase federal
deductions. The chart above is for illustrative purposes only. It is not an
indicator of past or future performance.

61
<PAGE>

TAXABLE YIELD EQUIVALENT FOR 1998
COMBINED FEDERAL AND STATE OF OHIO INCOME TAXES (continued)
<TABLE>
<CAPTION>
JOINT RETURN
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Federal Tax Rate:
15.00% 15.00% 28.00% 28.00% 28.00% 31.00% 36.00% 36.0% 39.60%
Combined Federal and State
Tax Rate:
18.43% 19.01% 31.40% 31.88% 32.50% 35.32% 40.00% 40.35% 43.71%
Taxable Income
Brackets: $ 1- $ 40,001- $ 42,351- $ 80,001- $ 100,001- $ 102,301- $ 155,951- $200,001-Over
$40,000 $ 42,350 $ 80,000 $100,000 $ 102,300 $ 155,950 $ 200,000 $278,450 $278,450
- ------------------------------------------------------------------------------------------------------------------------------------
Tax-Exempt Yield Taxable Yield Equivalent
- ------------------------------------------------------------------------------------------------------------------------------------
1.50% 1.84% 1.85% 2.19% 2.20% 2.22% 2.32% 2.50% 2.52% 2.67%
2.00% 2.45% 2.47% 2.91% 2.94% 2.96% 3.10% 3.33% 3.35% 3.55%
2.50% 3.06% 3.09% 3.64% 3.67% 3.70% 3.87% 4.17% 4.19% 4.44%
3.00% 3.68% 3.70% 4.37% 4.40% 4.44% 4.64% 5.00% 5.03% 5.33%
3.50% 4.29% 4.32% 5.10% 5.14% 5.18% 5.41% 5.83% 5.87% 6.22%
4.00% 4.90% 4.94% 5.83% 5.87% 5.93% 6.18% 6.67% 6.71% 7.11%
4.50% 5.52% 5.56% 6.56% 6.61% 6.67% 6.96% 7.50% 7.54% 7.99%
5.00% 6.13% 6.17% 7.29% 7.34% 7.41% 7.73% 8.33% 8.38% 8.88%
5.50% 6.74% 6.79% 8.02% 8.07% 8.15% 8.50% 9.17% 9.22% 9.78%
6.00% 7.36% 7.41% 8.75% 8.81% 8.89% 9.28% 10.00% 10.06% 10.66%
====================================================================================================================================
</TABLE>
Note: The maximum marginal tax rate for each bracket was used in calculating
the taxable yield equivalent. Furthermore, additional state and local taxes
paid on comparable taxable investments were not used to increase federal
deductions. The chart above is for illustrative purposes only. It is not an
indicator of past or future performance.

62
<PAGE>

Michigan Tax-Free Fund

The Michigan Tax-Free Fund, with respect to both classes of shares, may use
a tax equivalency table in advertising and sales literature. The interest
earned on tax-exempt securities in this Fund's portfolio generally remains free
from federal regular income tax and is free from Michigan personal income taxes.
Some portion of this Fund's income may result in liability under the federal
alternative minimum tax and may be subject to state and local taxes. The table
below provides tax-equivalent yields for selected tax-exempt yields.

<TABLE>
<CAPTION>
===========================================================================================
TAXABLE YIELD EQUIVALENT FOR 1998
COMBINED FEDERAL AND STATE OF MICHIGAN INCOME TAXES

Federal Tax Rate:
<S> <C> <C> <C> <C> <C>
15.0% 28.0% 31.0% 36.0% 39.6%

Combined Federal and State Tax Rate:
19.4% 32.4% 35.4% 40.4% 44.0%
Taxable Income
Brackets--
Single Return: $ 1- $ 25,351- $ 61,401- $ 128,101- Over
$25,350 $ 61,400 $ 128,100 $ 278,450 $278,450

Joint Return: $ 1- $ 42,351- $ 102,301- $ 155,951- Over
$42,350 $102,300 $ 155,950 $ 278,450 $278,450
------------------------------------------------------------------------------------------
TAX-EXEMPT YIELD TAXABLE YIELD EQUIVALENT
- -------------------------------------------------------------------------------------------
1.50%......................... 1.86% 2.22% 2.32% 2.52% 2.68%
2.00%......................... 2.48% 2.96% 3.10% 3.36% 3.57%
2.50%......................... 3.10% 3.70% 3.87% 4.19% 4.46%
3.00%......................... 3.72% 4.44% 4.64% 5.03% 5.36%
3.50%......................... 4.34% 5.18% 5.42% 5.87% 6.25%
4.00%......................... 4.96% 5.92% 6.19% 6.71% 7.14%
4.50%......................... 5.58% 6.66% 6.97% 7.55% 8.04%
5.00%......................... 6.20% 7.40% 7.74% 8.39% 8.93%
5.50%......................... 6.82% 8.14% 8.51% 9.23% 9.82%
6.00%......................... 7.44% 8.88% 9.29% 10.07% 10.71%
===========================================================================================
</TABLE>
Note: The maximum marginal tax rate for each bracket was used in calculating
the taxable yield equivalent. Additional state and local taxes paid on
comparable taxable investments were not used to increase federal deductions.
Furthermore, no adjustment was made to reflect available state tax deductions on
federal returns.

63
<PAGE>

Florida Tax-Free Money Fund

The Florida Tax-Free Money Fund, with respect to both classes of shares,
may use a tax equivalency table in advertising and sales literature. The
interest earned on tax-exempt securities in this Fund's portfolio generally
remains free from federal regular income tax. Some portion of this Fund's
income may result in liability under the federal alternative minimum tax. The
table below provides tax-equivalent yields for selected tax-exempt yields.

<TABLE>
<CAPTION>
===================================================================================
TAXABLE YIELD EQUIVALENT FOR 1998
STATE OF FLORIDA--FEDERAL INCOME TAXES ONLY

Federal Tax Rates:
<S> <C> <C> <C> <C> <C>
15.0% 28.0% 31.0% 36.0% 39.6%

Taxable Income Brackets--
Single Return: $ 1- $ 25,351- $ 61,401- $ 128,101- Over
$25,350 $ 61,400 $ 128,100 $ 278,450 $278,450

Joint Return: $ 1- $ 42,351- $ 102,301- $ 155,951- Over
$42,350 $102,300 $ 155,950 $ 278,450 $278,450
- ------------------------------------------------------------------------------------
TAX-EXEMPT YIELD TAXABLE YIELD EQUIVALENT
- ------------------------------------------------------------------------------------
1.50%........... 1.76% 2.08% 2.17% 2.34% 2.48%
2.00%........... 2.35% 2.78% 3.90% 3.13% 3.31%
2.50%........... 2.94% 3.47% 3.62% 3.91% 4.14%
3.00%........... 3.53% 4.17% 4.35% 4.69% 4.97%
3.50%........... 4.12% 4.86% 5.07% 5.47% 5.79%
4.00%........... 4.71% 5.56% 5.80% 6.25% 6.62%
4.50%........... 5.29% 6.25% 6.52% 7.03% 7.45%
5.00%........... 5.88% 6.94% 7.25% 7.81% 8.28%
5.50%........... 6.47% 7.64% 7.97% 8.59% 9.11%
6.00%........... 7.06% 8.33% 8.70% 9.38% 9.93%
====================================================================================
</TABLE>
Note: The maximum marginal tax rate for each bracket was used in calculating
the taxable yield equivalent.

FINANCIAL STATEMENTS

The audited financial statements of the Funds for the year ended December
31, 1998, and the report of KPMG LLP, independent auditors, are incorporated
herein by reference from the Trust's Annual Report to Shareholders for the year
ended December 31, 1998, which has been previously sent to shareholders of each
Fund 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.

64
<PAGE>

APPENDIX--DESCRIPTION OF BOND RATINGS

Standard & Poor's Ratings Group Corporate and Municipal 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 and Municipal Bond Rating Definitions

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

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

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

Duff & Phelps, Inc. Corporate Bond Rating Definitions

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

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

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

Fitch IBCA Long-Term Rating Definitions

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

65
<PAGE>

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

unforeseeable events.

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

Standard & Poor's Ratings Group Short-Term Municipal Obligation Rating
Definitions

SP-1 - Very strong or strong capacity to pay principal and interest. Those
issues determined to possess overwhelming safety characteristics will be given a
plus (+) designation.

SP-2 - Satisfactory capacity to pay principal and interest.

Moody's Investors Service, Inc. Short-Term Municipal Obligation Rating
Definitions

MIG1/VMIG1 - This designation denotes best quality. There is present strong
protection by established cash flows, superior liquidity support, or
demonstrated broad-based access to the market for refinancing.

MIG2/VMIG2 - This designation denotes high quality. Margins of protection are
ample although not so large as in the preceding group.

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.

66
<PAGE>

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

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

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

67
<PAGE>

PART C. OTHER INFORMATION

Item 23. Exhibits

All Exhibits incorporated by reference relate to File Nos. 33-11905 and 811-5010
except as otherwise noted):

(a) Amended and Restated Declaration of Trust of the Registrant, including
Amendments No. 1 and 2 thereto (previously filed as Exhibit 1 to Post-
Effective Amendment No. 19 and incorporated herein by reference)

(i) Amendment No. 3 to Amended and Restated Declaration of Trust
(previously filed as Exhibit (a)(i) to Post-Effective Amendment
No. 28 and incorporated herein by reference)

(b) By-Laws of the Registrant (previously filed as Exhibit 2 to Post-Effective
Amendment No. 19 and incorporated herein by reference)

(d) (i) Investment Advisory Agreement, dated September 15, 1998, between the
Registrant and The Huntington National Bank, as successor to The Huntington
Trust Company, N.A., relating to the Money Market Fund, Ohio Municipal
Money Market Fund (formerly Tax-Free Money Market Fund) and Ohio Tax-Free
Fund (previously filed as Exhibit 5(i) to Post-Effective Amendment No. 26
and incorporated by reference herein)

(ii) Investment Advisory Agreement, dated April 25, 1989, between the
Registrant and The Huntington National Bank, as successor to The Huntington
Trust Company, N.A., relating to the U.S. Treasury Money Market Fund,
Growth Fund, Income Equity Fund, Fixed Income Securities Fund and
Short/Intermediate Fixed Income Securities Fund (previously filed as
Exhibit 5(ii) to Post-Effective Amendment No. 26 and incorporated by
reference herein)

(iii) Investment Advisory Agreement, dated April 24, 1992, between the
Registrant and The Huntington National Bank, as successor to The Huntington
Trust Company, N.A., relating to the Mortgage Securities Fund (previously
filed as Exhibit 5(i) to Post-Effective Amendment No. 19 and incorporated
herein by reference)

(iv) Investment Advisory Agreement, dated September 5, 1997, between the
Registrant and The Huntington National Bank relating to the Michigan Tax-
Free Fund (previously filed as Exhibit 5(iii) to Post-Effective Amendment
No. 23 and incorporated herein by reference)

(v) Investment Advisory Agreement, dated November 21, 1997, between the
Registrant and The Huntington National Bank relating to the Intermediate
Government Income Fund (previously filed as Exhibit 5(iv) to Post-Effective
Amendment No. 24 and incorporated herein by reference)

(vi) Investment Advisory Agreement, dated December 1, 1998, between the
Registrant and The Huntington National Bank relating to the Florida Tax-
Free Money Fund (previously filed as Exhibit (d)(vi) to Post-Effective
Amendment No. 28 and incorporated herein by reference)

(1) Sub-Advisory Agreement, dated October 27, 1999, between The
Huntington National Bank and Countrywide Investments, Inc. relating
to the Florida Tax-Free Money Fund

(e) Distribution Agreement, dated January 11, 1996, between the Registrant and
SEI Investments Distribution Co. (formerly SEI Financial Services Company)
(previously filed as Exhibit 6 to Post-Effective Amendment No. 20 and
incorporated herein by reference)

(f) Not applicable

(g) Custodian Contract, dated January 27, 1993, between the Registrant and The
Huntington National Bank, as successor to The Huntington Trust Company,
N.A. (previously filed as Exhibit 8 to Post-Effective Amendment No. 19 and
incorporated herein by reference)

(h) (i) Transfer Agency and Service Agreement, dated January 1, 1998, between
the Registrant and State Street Bank and Trust Company (previously filed as
Exhibit 9(i) to the Registration Statement on Form N-14, File No. 333-
44511, and incorporated herein by reference)

(1) Amendment to Schedule A of Transfer Agency and Service Agreement
(previously filed as Exhibit (h)(i)(1) to Post-Effective Amendment
No. 28 and incorporated herein by reference)

C-1
<PAGE>

(ii) Administration Agreement, dated January 12, 1998, between the
Registrant and Huntington National Bank (previously filed as Exhibit 9(ii)
to the Registration Statement on Form N-14, File No. 333-44511 and
incorporated herein by reference)

(iii) Sub-Administration Agreement, dated January 12, 1998, between SEI
Fund Resources and Huntington National Bank (previously filed as Exhibit
9(iii) to the Registration Statement on Form N-14, File No. 333-44511 and
incorporated herein by reference)

(1) Amendment to Schedules A and B of Sub-Administration Agreement
(previously filed as Exhibit (h)(ii)(1) to Post-Effective Amendment
No. 28 and incorporated herein by reference)

(i) Opinion and Consent of Counsel as to legality of shares being registered

(j) Consent of KPMG LLP

(k) Not applicable

(l) Initial Capital Understanding (previously filed as Exhibit 13 to Post-
Effective Amendment No. 20 and incorporated herein by reference)

(m) Distribution and Shareholder Services Plan, adopted on November 8, 1995
(previously filed as Exhibit 15 to Post-Effective Amendment No. 21 and
incorporated herein by reference) (i) Amendment to Exhibit A of the
Distribution and Shareholder Services Plan (previously filed as Exhibit
(m)(i) to Post-Effective Amendment No. 28 and incorporated herein by
reference)

(n) Financial Data Schedules (previously filed as Exhibit (n) to Post-Effective
Amendment No. 28 and incorporated herein by reference)

(o) Multiple Class Plan (previously filed as Exhibit 18 to Post-Effective
Amendment No. 24 and incorporated herein by reference)

(i) Exhibit E to the Multiple Class Plan (previously filed as Exhibit
(o)(i) to Post-Effective Amendment No. 28 and incorporated herein by
reference)

(z) (i) Power of Attorney for David S. Schoedinger (previously filed as Exhibit
(z)(i) to Post-Effective Amendment No. 28 and incorporated herein by
reference)

(ii) Power of Attorney for John M. Shary (previously filed as Exhibit
(z)(ii) to Post-Effective Amendment No. 28 and incorporated herein by
reference)

(iii) Power of Attorney for William R. Wise (previously filed as Exhibit
(z)(iii) to Post-Effective Amendment No. 28 and incorporated herein by
reference)

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

None.

Item 25. Indemnification

The response to this Item is incorporated by reference to Registrant's
Amendment No. 1 to Form N-14 filed February 3, 1998.

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.

C-2
<PAGE>

<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

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>

C-3
<PAGE>

The Subadviser. Countrywide Investments, Inc. ("Countrywide"), a
registered investment adviser, serves as subadviser to the Florida Tax-Free
Money Fund. Countrywide is an indirect wholly-owned subsidiary of The Western-
Southern Life Insurance Company which provides life and health insurance,
annuities, mutual funds, asset management and related financial services, the
nation's largest mortgage lender ("Countrywide Credit"). Countrywide also acts
as the investment adviser to six series of Countrywide Investment Trust and four
series of Countrywide Strategic Trust, and six series of Countrywide Tax-Free
Trust, each of which are registered investment companies. Countrywide provides
investment advisory services to individual and institutional accounts and is a
registered broker-dealer.

The following list sets forth the business and other connections of the
directors and executive business officers of Countrywide. Unless otherwise
noted with an asterisk (*), the address of the corporations listed below is 411
Pike Street, Cincinnati, Ohio 45202.

* The address of each corporation is 4500 Park Granada Road, Calabasas,
California 91302.

(1) Robert H. Leshner - President and a Director of the Adviser.

(a) President and a Trustee of Countrywide Strategic Trust, Countrywide
Investment Trust and Countrywide Tax-Free Trust.

(b) President and a Director of Countrywide Financial Services, Inc.,
Countrywide Fund Services, Inc. and CW Fund Distributors, Inc.

(2) Jill T. McGruder - A Director of the Adviser.

(a) A Director of Countrywide Financial Services, Inc., Countrywide Fund
Services, Inc., CW Fund Distributors, Inc., Capital Analysts
Incorporated, 3 Radnor Corporate Center, Radnor, PA, an investment
adviser and broker-dealer.

(b) President, Chief Executive Officer and a Director of IFS Financial
Services, Inc.*, a holding company, Touchstone Advisors, Inc.*, an
investment adviser and Touchstone Securities, Inc.*, a broker-dealer.

(c) President and a Director of IFS Agency Services, Inc.*, an insurance
agency, IFS Insurance Agency, Inc.*, an insurance agency and IFS
Systems, Inc.*, an information systems provider.

(d) Senior Vice President of The Western-Southern Life Insurance Company,
400 Broadway, Cincinnati, Ohio, an insurance company.

(e) A Trustee of Countrywide Strategic Trust, Countrywide Investment Trust
and Countrywide Tax-Free Trust.

(3) William F. Ledwin - A Director of the Adviser.

(a) A Director of Countrywide Financial Services, Inc., Countrywide Fund
Services, Inc., CW Fund Distributors, Inc., Touchstone Advisors, Inc.*,
IFS Agency Services, Inc.*, Capital Analysts Incorporated, 3 Radnor
Corporate Center, Radnor, PA, IFS Insurance Agency, Inc.*, Touchstone
Securities, Inc.*, IFS Financial Services, Inc.*, IFS Systems, Inc.*
and Eagle Realty Group, Inc., 421 East Fourth Street, Cincinnati, OH, a
real estate brokerage and management service provider.

(b) President and a Director of Fort Washington Investment Advisors, Inc.,
420 East Fourth Street, Cincinnati, OH, an investment adviser.

C-4

<PAGE>

(c) Vice President and Chief Investment Officer of Columbus Life Insurance
Company, 400 East Fourth Street, Cincinnati, OH, a life insurance
company.

(d) Senior Vice President and Chief Investment Officer of The Western-
Southern Life Insurance Company.

(4) William E. Hortz - Executive Vice President and Director of Sales of the
Adviser.

(a) Vice President of Countrywide Stratetgic Trust, Countrywide Investment
Trust and Countrywide Tax-Free Trust.

(b) Executive Vice President of Countrywide Financial Services, Inc.

(c) President of Peregrine Asset Management (USA), 4 Embarcadero Center,
San Francisco, CA, 94111, an investment adviser, until 1998.

(5) Maryellen Peretzky - Senior Vice President, Chief Operating Officer and
Secretary of the Adviser.

(a) Vice President of Countrywide Strategic Trust, Countrywide Investment
Trust and Countrywide Tax-Free Trust.

(b) Senior Vice President and Secretary of Countrywide Financial Services,
Inc., Countrywide Fund Services, Inc. and CW Fund Distributors, Inc.

(6) John J. Goetz - First Vice President and Chief Investment Officer - Tax-
Free Fixed Income of the Adviser.

(7) Susan F. Flischel - First Vice President and Chief Investment Office -
Equity of the Adviser.

(8) Sharon L. Karp - First Vice President-Marketing of the Adviser.

(9) Terrie A. Wiendheft - First Vice President, Chief Financial Officer and
Treasurer of the Adviser.

(a) First Vice President, Chief Financial Officer and Treasurer of
Countrywide Financial Services, Inc., Countrywide Fund Services, Inc.
and CW Fund Distributors, Inc.

(10) Scott Weston - Assistant Vice President-Investments of the Adviser.

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

C-5
<PAGE>

ARK Funds
Armada Funds
Bishop Street Funds
Boston 1784 Funds(R)
CNI Charter Funds
CUFUND
The Expedition Funds
First American Funds, Inc.
First American Investment Funds, Inc.
First American Strategy Funds, Inc.
HighMark Funds
Morgan Grenfell Investment Trust
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 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 None
the Board 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 None
President

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

C-6
<PAGE>

<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

Larry Hutchison Senior Vice President None

Jack May Senior Vice President None

Hartland J. McKeown Senior Vice President None

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

Patrick K. Walsh Senior Vice President None

Robert Aller Vice President None

Gordon W. Carpenter Vice President None

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

James R. Foggo Vice President and Secretary
Assistant Secretary

Robert Crudup Vice President and None
Managing Director

Courtney E. Collier Vice President and None
Assistant Secretary

Richard A. Deak Vice President and None
Assistant 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 None
Assistant Secretary

Greg Gettinger Vice President and None
Assistant Secretary

Kathy Heilig Vice President Vice President and Assistant
Secretary

Jeff Jacobs Vice President None

Samuel King Vice President None

Kim Kirk Vice President and None
Managing Director
</TABLE>

C-7
<PAGE>

<TABLE>
<CAPTION>
Position and Office Position and Office
Name with Underwriter with Registrant
- ---- ------------------- -----------------------
<S> <C> <C>
John Krzeminski Vice President and None
Managing Director

Carolyn McLaurin Vice President and None
Managing Director

Mark Nagle Vice President President and Chief
Executive Officer

Joanne Nelson Vice President None

Cynthia M. Parish Vice President and Secretary None

Kim Rainey Vice President 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 Vice President and None
Managing Director
</TABLE>

Item 28. Location of Accounts and Records

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

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

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

Countrywide Investments, Inc. 312 Walnut Street
(Sub-Adviser) Cincinnati, OH 45202

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

C-8
<PAGE>

Item 29. Management Services

Not applicable.

Item 30. Undertakings

Not applicable.

C-9
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended and
the Investment Company Act of 1940, as amended, the Registrant has duly caused
this Amendment to its Registration Statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Oaks, Commonwealth of
Pennsylvania, on the 22nd day of November, 1999.

THE HUNTINGTON FUNDS

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

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

NAME TITLE DATE

/s/ Mark Nagle President and Chief Executive November 22, 1999
- -----------------------
Mark Nagle Officer

/s/ Robert DellaCroce Controller, Treasurer and November 22, 1999
- -----------------------
Robert DellaCroce Chief Financial Officer

* Trustee November 22, 1999
- -----------------------
David S. Schoedinger

* Trustee November 22, 1999
- -----------------------
William R. Wise

* Trustee November 22, 1999
- -----------------------
John M. Shary

*Executed on behalf of the indicated person by the undersigned, pursuant to
power of attorney previously filed and incorporated herein by reference.

By: /s/ Mark Nagle November 22, 1999
-----------------
Mark Nagle
Attorney-In-Fact
<PAGE>

EXHIBIT INDEX

(d)(vi)(1) Sub-Advisory Agreement between The Huntington National Bank and
Countrywide Investments, Inc. relating to the Florida Tax-Free
Money Fund

(i) Opinion and Consent as to legality of shares

(j) Consent of KPMG LLP

<PAGE>

Exhibit (d)(vi)(1)
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.
<PAGE>

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.

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 WEREOF, the parties hereto have caused this Agreement to be
executed on their behalf by their duly authorized officers, as of this 27th 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 27th day
of October, 1999.

ATTEST: The Huntington National Bank

______________________________ By: _______________________________________
Richard W. Stenberg, Sr. Vice President

Countrywide Investments, Inc.

______________________________ By: _______________________________________
Robert H. Leshner

<PAGE>

Ropes & Gray Exhibit (i)
One Franklin Square
1301 K Street, NW
Suite 800 East
One International Place Washington, DC 20005-3333 30 Kennedy Plaza
Boston, MA 02110-2624 (202) 626-3900 Providence, RI 02903-2328
(617) 951-7000 Fax: (202) 626-3961 (401) 455-4400
Fax: (617) 951-7050 Fax: (401) 455-4401

November 18, 1999

The Huntington 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 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.

The Huntington Fund 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.
<PAGE>

The Huntington Funds
November 18, 1999
Page 16

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>

Exhibit (j)
Independent Auditors' Consent

The Board of Trustees of the Huntington Funds:

We consent to the reference to our name under the heading "Independent Auditors"
in the Statement of Additional Information included in Post-Effective Amendment
No. 31 to File No. 811-5010.

/s/ KPMG LLP
---------------------------------

November 19, 1999
Columbus, Ohio